Conflict Minerals – Meeting Compliance Requirements Michael R. Littenberg Partner Schulte Roth & Zabel LLP +1 212.756.2524 | michael.littenberg@srz.com December 3, 2015

Contact Information Michael R. Littenberg Partner Schulte Roth & Zabel LLP +1 212.756.2524 michael.littenberg@srz.com Michael R. Littenberg is a partner at Schulte Roth & Zabel, where he heads the firm’s public companies practice. His principal areas of focus are corporate finance — across a broad range of equity and debt products — and mergers & acquisitions. As a significant part of his practice, Michael also counsels both domestic public companies and foreign private issuers and their boards, board committees, special committees, executive officers and investors in connection with ongoing compliance under the U.S. securities laws, including under Dodd-Frank, Sarbanes-Oxley and the JOBS Act, and with exchange requirements, as well as on governance, executive compensation, FCPA and OFAC matters. His public company clients range from well-known large-cap companies to growing micro-cap companies, and his experience spans every major industry. As part of his practice, for more than 25 years, Michael has been active in advising public and private companies on supply chain matters, including relating to, among other areas, conflict minerals and other commodities and human trafficking. Michael was recently listed as one of the Top 15 Conflict Minerals Influence Leaders by Assent Compliance. Michael also is listed in Who’s Who in Securities Law and in New York Super Lawyers for securities and corporate finance and was voted by his peers to New York Super Lawyers Top 100 Lawyers in the New York Metro area (multiple years).

Today's Topics Litigation Update Calendar 2014 Filing Overview Tulane Study Compliance Criteria Compliance Uncertainties and Emerging Challenges

Litigation Update April 2014 – D.C. Circuit panel issued decision Struck "has not been found to be DRC conflict free" label SEC stayed the labeling and audit requirements August 2015 – 2014 decision reaffirmed by panel in split decision November 2015 – En banc review denied Next steps in the litigation Effect on calendar 2015 compliance

Calendar 2014 Filing Overview Number of filings roughly comparable to CY 2013 Six IPSAs vs. four last year Increase in reporting quality Companies further along in implementing OECD framework NGOs and SRIs continue to be critical of filings and compliance efforts

Tulane Study Compliance Criteria – SD-Only Filers Conclusionary statement made RCOI undertaken to come up with the conclusionary statement described URL provided and link working If issuer had "reason to believe" from its RCOI that 3TG possibly originated from the DRC region, DD described Signed by executive officer Filed on time

Tulane Study Compliance Criteria – SD/CMR Filers Conclusionary statement made RCOI steps described separately from DD DD with description of measures described Internationally recognized DD framework indicated DD defined as 5 steps If "DRC conflict undeterminable," steps to improve DD mentioned If "DRC conflict free," IPSA filed If not "DRC conflict free," products described

Tulane Study Compliance Criteria – SD/CMR Filers (continued) If not "DRC conflict free," the facilities (SORs) used to process necessary conflict minerals listed If not "DRC conflict free," the countries of origin disclosed If not "DRC conflict free," the efforts to determine the mine or location of origin disclosed URL to CMR provided and working Form SD signed by executive officer No deviation from SEC definitions Filed on time

Amnesty International/Global Witness Compliance Criteria Determine whether products fall under the scope of the law Complete a reasonably designed, good faith RCOI and describe it in the filing Submit a CMR Make the CMR publicly available on the issuer's website and provide a link Carry out and describe DD measures taken on the source and chain of custody of 3TG, including metal processors as well as direct suppliers Describe the 3TG processors, if known Describe information about 3TG country of origin, if known

Amnesty International/Global Witness Compliance Criteria (continued) Demonstrate that the issuer has adopted and committed to a conflict minerals policy Create an internal management system, usually a conflict minerals team, and describe in the report Develop a risk identification and assessment process and describe efforts to identify risk in the supply chain in the report Develop a strategy to respond to identified risks and describe in the report Engage with metal processors in the supply chain, directly or through a recognized industry scheme, and describe in the report

Compliance Uncertainties and Emerging Challenges Ongoing Conflict Minerals Rule litigation Additional SEC guidance Existing informal guidance EU conflict minerals regulation Complementary legal requirements OFAC FAR rule California Transparency in Supply Chains Act UK Modern Slavery Act

Disclaimer This information and any presentation accompanying it (the “Content”) has been prepared for general informational purposes only. It is not intended as and should not be regarded or relied upon as legal advice or opinion, or as a substitute for the advice of counsel. You should not rely on, take any action or fail to take any action based upon the Content. This information or your use or reliance upon the Content does not establish a lawyer-client relationship. If you would like more information or specific advice on matters of interest to you, please contact Michael Littenberg directly.