Analyzing T+2 & Dematerialization among Issuing Companies Moderator: Kevin P. Burns Speakers: Jon Ciciola, DTCC Kim McKiernan, The Walt Disney Co. Bernadette Maffei, Comcast Corp.

Shortening the Settlement Cycle & Dematerialization July 20, 2016

Panelist Jon Ciciola Director, Settlement and Asset Services DTCC Bernadette Maffei Director Shareholder Services Comcast Corporation Vice President of SSA Kim McKiernan Sr. Manager, Investor Relations The Walt Disney Company Kevin Burns - Moderator Sr. Industry Analyst Computershare

Shortening the Settlement Cycle The Move to T+2

Background Industry Engagement Industry Steering Committee Industry Working Group Industry Sub-Working Groups Industry T+2 Requirements document published June 2015 (All Documents are available at www.UST2.com and the SSA website under “Hot Topics”) Including target implementation date of Q3 2017 A specific date of September 5, 2017 has since been selected Letter to SEC submitted June 2015

Background cont. Letter from SEC Chair Mary Jo White received September 2015 Supporting industries effort to move to T+2 Requesting other impacted regulators and Self-Regulatory Organizations (SRO) such as DTCC, NYSE, and NASDAQ to “develop detailed schedules to consider the necessary rules amendments” and the “SROs finalize these schedules by October 31, 2015” Requesting the Industry Steering Committee develop a “detailed implementation schedule including interim milestones and dependencies by December 18”

Key Work Streams The Industry is focused on three key work streams: Legal and Regulatory Engagement Development and Internal Testing Industry Testing and Implementation

Legal and Regulatory Engagement Regulatory certainty is key to the industry moving forward with T+2 Letter from SEC Chair White provided industry with a certain amount of regulatory certainty Timeline proposed by the Industry Steering Committee: Implementation Activity 2016 2017 Q1 Q2 Q3 Q4 SROs and Regulators notification of proposed rule changes Comment period on proposed rule changes Submission of proposed rules to the SEC for comment and approval Release of final SRO and Regulator rules

Legal and Regulatory Engagement cont. Regulators and SROs are at various stages of completion MSRB published final rule changes FINRA and NASDAQ published proposed rule changes Industry Steering Committee meets regularly with regulators and SROs: Provide regulators a status of the T+2 project Monitor progress of the regulators and SROs All regulators appear committed to making their required changes in support of T+2

Development and Internal Testing An Implementation plan was a specific request contained in the SEC letters Industry Steering Committee engaged Deloitte to help produce the industry implementation plan Deloitte assembled a group of industry professionals across all impacted market segments Conducted a number of industry workshops The end result was the T+2 Industry Implementation Playbook published December, 2015

Development and Internal Testing cont. T+2 Industry Implementation Playbook serves two key functions: Satisfy the request contained in the SEC letter Timelines, Milestones and Dependencies Help the the industry with their development efforts Playbook which is a tool for members to help prepare internally for move to T+2 This continues industry outreach

Development and Internal Testing - DTCC DTCC, as a market participant, has its own changes to make to support the move to T+2 DTCC internal development includes changes at: Omgeo NSCC DTC Business requirements defined External facing requirements document published in March 2016 Omgeo - Trade Affirmation NSCC - Trade Capture and Trade Clearing DTC – Asset servicing (Transfer Agents)

Development and Internal Testing - DTCC cont. Functional design complete Technical design underway On-track to have build complete and ready for industry testing 1Q/2017 What is the status of your firm?

Industry Testing and Implementation Critical to successful implementation of T+2 Assembled industry T+2 Testing group Testing group identified three levels of T+2 testing: Internal User Acceptance Testing (UAT) Testing with customers and stakeholder (including Service Providers) Testing with industry infrastructures DTCC is a key provider of the industry infrastructure Outside the scope of industry test

Industry Testing and Implementation cont. The end result of the T+2 testing group meetings was the production of a high-level test approach document The test approach document was released in February, 2016 Test structure Testing time frames Test environment – Including new DTCC test environment DTCC to produce a more detailed test document in July, 2016

Next Steps DTCC Members: If you have not already done so: Identify required changes (Use the implementation playbook where applicable) Allocate required resources Target completion of internal build by Q4 2016 to participate in the industry testing Review and update industry testing connectivity Continue to monitor progress of the various regulator rule changes Continue to engage with the various industry working groups

Next Steps cont. Industry: Continue to engage with Regulators to advance rule changes Continue industry outreach / education Review DTCC detailed Requirements Document outlining all changes (Issued March 2016) DTCC to publish detailed Test Plan Document (July 2016) Industry Steering Committee to establish a “command center” Industry to publish detailed implementation documents (TBD) Prepare to move to T+2 on September 5, 2017

Dematerialization

What & Why What The move from physical certificates to electronic book keeping. Actual stock certificates are slowly being removed and retired from circulation in exchange for electronic recording.  All shares newly issued or transferred into a registered stockholder account would be in book-entry form, or Direct Registration (DRS) Stockholders receive a Direct Registration Account Statement as evidence of ownership Why SEC is moving the Industry to T2 on September 5, 2017 Thousands of certificates are reported lost annually, requiring additional fees/costs Superstorm Sandy, World Trade Center Towers, other acts of nature

Benefits to Dematerialization Issuers Reduced costs related to printing, issuing and mailing certificates Contribute to a successful industry move to T+2 settlement Mitigate risk associated with certificates being used to conduct fraudulent transactions Issuers that have dematerialized; Apple, Comcast, Delta Airlines, MetLife, Morgan Stanley, Visa, Walt Disney Company

Benefits to Dematerialization cont. Shareholders Eliminates the risk/cost of lost certificates Currently must pay a processing fee and bond premium to replace their lost certificates Recommended to insure packages containing certificates when sending certificates Faster processing of transactions if certificates do not have to be printed Easier position movements to broker (DRS Profile) Reduced risk of failed trades due to compromised certificates DTCC disincentive fee of $500 to request a certificate via a broker, this cost is likely to be passed to the stockholder

Benefits to Dematerialization cont. Transfer Agent Infrastructure needed for certificates Vault Security Increased regulatory scrutiny and review Managing the cost of certificate production and replacement Costs are passed onto issuers Until certificates are 100% eliminated, transfer agents will have to maintain fixed-costs infrastructure to continue to support certificate processing Exchanges Quicker settlement with move to T+2 settlement Faster processing of transactions To meet T+1 settlement, dematerialization will have to be mandatory

Other Considerations/Best Practice Work closely - Between issuer / TA Clear communication is critical for a smooth transition Set realistic timelines Shareholder concerns Restricted Securities

Questions?