SIDLEY AUSTIN LLP AN INTRODUCTION

With a practice highly attuned to the ever-changing international legal landscape, we are focused on delivering powerful results when and where our clients need them most.

TALENT. TEAMWORK. RESULTS. 40+ PRACTICES

1,900 LAWYERS WORLDWIDE

107,000+ 2014 PRO BONO HOURS Sidley at-a-glance

Today’s highly connected global business environment offers more opportunities than ever for enterprising businesses—and more challenges. At Sidley, we understand that increasingly complex legal needs require a deeply integrated, deeply collaborative approach. That understanding forms the basis of our commitment: an uncompromising dedication to top-tier TALENT, seamlessly connected by TEAMWORK, focused on delivering powerful RESULTS when and where our clients need them most.

Sidley is committed to fostering a culture of collegiality and creating opportunities for lawyers of all backgrounds. With more than 150 years committed to legal excellence, we work to deliver compelling results for clients in all types of legal matters, from complex transactions to “bet the company” litigation to cutting-edge regulatory issues.

SIDLEY AUSTIN LLP 1 Representative Clients

The collaborative relationships we establish with our clients are crucial to successful teamwork, and ultimately provide the optimal environment for driving real-world results. With lawyers in more than 40 practices and 19 offices across the globe, Sidley is privileged to maintain long-standing relationships with clients across a wide range of industries. Below is just a small sample of our clients and the many industries we serve.

BANKING & MANUFACTURING & MEDIA & ENTERTAINMENT FINANCIAL SERVICES AUTOMOTIVE A&E Television Networks Bank of America BorgWarner Amazon Studios BlackRock Funds Caterpillar Capitol Records LLC Canyon Partners Delphi Discovery Communications Citigroup Federal-Mogul Holdings Facebook Corporation Fortress Investment Group Fox Television Studios LS Cable JPMorgan Chase & Co. Random House, Inc. Magna International Macquarie Group Limited Universal Studios Japan Owens Corning Morgan Stanley Univision Communications PanAsialum Holdings Wells Fargo Bank Warner Bros. Tyco International Wanxiang America

INSURANCE ENERGY AGRIBUSINESS & FOOD AIG Anadarko Petroleum Archer Daniels Midland Company Aon Corporation BP Bayer CropScience Athene Holding Ltd. Duke Energy Black River Asset Management LLC Berkshire Hathaway Enbridge Energy Cultivian Sandbox Venture Kemper Corporation Exelon Management, LLC Liberty Mutual ExxonMobil Fonterra Co-Operative Group Principal Financial Group Spectra Energy Green & Grow, Inc. Swiss Re Talisman Energy Harbor Hills Partners, LLC The Hartford The AES Corporation Monsanto Company Transatlantic Reinsurance TransCanada Pipelines NexSteppe Company UNICA, Brazilian Sugarcane Industry Association

2 SIDLEY AUSTIN LLP 65 FORTUNE 100 COMPANIES WERE SIDLEY CLIENTS DURING 2014

LIFE SCIENCES & HEALTHCARE Bayer Healthcare Celgene Corporation Colgate-Palmolive GE Healthcare Genentech GlaxoSmithKline Merck Novo Nordisk Quest Diagnostics Smith & Nephew

TECHNOLOGY & INTERNET Adobe Amazon.com Dolby Laboratories eBay Facebook Flextronics Hewlett Packard Intel Microsoft THE MOST FIRST-TIER NATIONAL RANKINGS

– 2015 U.S. News – Best Lawyers® “Best Law Firms” Survey Awards and Honors

•• 2015 Environmental Team of the Year – Chambers USA

•• 2015 “Law Firm of the Year” in the International Trade and Finance and Litigation – Securities categories – 2015 U.S. News – Best Lawyers® “Best Law Firms” Survey

•• USA Law Firm of the Year and Global Trade & Customs Law Firm of the Year – 2015 Who’s Who Legal Awards

•• 2015 Finance Team of the Year – The Lawyer Awards

•• Product Liability Firm of the Year – 2015 Benchmark Litigation U.S. Awards

•• Firm of the Year in three categories: Europe Regulatory, Finance & Transactional, and Regulatory – 2014 Legal Media Group Life Sciences Awards

•• Top “Onshore” (U.S.) Law Practice – 2014 Alpha Awards

•• Practice Group of the Year 2014 in Appellate, Environmental, International Trade and Privacy – Law360

•• 2014 International Firm of the Year in Dispute Resolution and Life Sciences – China Law and Practice

•• “Firm of the Year 2014” in three categories – Asian-MENA Counsel

•• Best Onshore Law Firm for Client Service – Hedge Fund Manager Asia Hedge Fund Services Awards 2014

•• Investment Funds Law Firm of the Year 2014 – Asian Legal Business

SIDLEY AUSTIN LLP 5 Our Global Reach

With the strategic establishment of our offices in the key corporate, financial and regulatory centers of the world, Sidley’s team of 1,900 lawyers is able to provide a broad range of legal services to meet the needs of our diverse client base.

SAN FRANCISCO founded in 1971 NEW YORK 63 lawyers founded in 1914 397 lawyers

PALO ALTO BOSTON founded in 2009 founded in 2013 40 lawyers 11 lawyers CHICAGO founded in 1866 486 lawyers

CENTURY CITY founded in 2015 6 lawyers WASHINGTON, D.C. founded in 1963 284 lawyers

LOS ANGELES founded in 1980 HOUSTON 143 lawyers founded in 2012 39 lawyers

DALLAS founded in 1996 57 lawyers

ACCOUNTANTS AND PROFESSIONAL LIABILITY ENVIRONMENTAL ANTITRUST/COMPETITION ERISA LITIGATION BANKING AND FINANCIAL SERVICES FOOD, DRUG AND MEDICAL DEVICE COMPLIANCE AND ENFORCEMENT COMMUNICATIONS REGULATORY FOOD, DRUG AND MEDICAL DEVICE REGULATORY COMPLEX COMMERCIAL LITIGATION GLOBAL FINANCE CONSUMER CLASS ACTIONS GOVERNMENT STRATEGIES CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION HEALTHCARE CORPORATE REORGANIZATION AND BANKRUPTCY INSURANCE EMERGING COMPANIES AND VENTURE CAPITAL INSURANCE/REINSURANCE DISPUTES EMPLOYEE BENEFITS INTELLECTUAL PROPERTY LITIGATION ENERGY INTERNATIONAL ARBITRATION (COMMERCIAL AND TREATY) LONDON founded in 1974 103 lawyers

TOKYO founded in 1992 12 lawyers BRUSSELS BEIJING founded in 2003 26 lawyers founded in 1996 14 lawyers

GENEVA SHANGHAI founded in 2002 founded in 1999 21 lawyers 10 lawyers

HONG KONG founded in 1994 76 lawyers

SINGAPORE SYDNEY founded in 1982 founded in 2007 26 lawyers 10 lawyers

INTERNATIONAL TRADE SECURITIES INVESTMENT FUNDS, ADVISERS AND DERIVATIVES SECURITIES & DERIVATIVES ENFORCEMENT AND REGULATORY LABOR, EMPLOYMENT AND IMMIGRATION SECURITIES AND SHAREHOLDER LITIGATION M&A SUPREME COURT AND APPELLATE NON-PROFIT INSTITUTIONS TAX PRIVACY, DATA SECURITY AND INFORMATION LAW TAX CONTROVERSY PRIVATE EQUITY TECHNOLOGY & IP TRANSACTIONS PRODUCTS LIABILITY TRANSPORTATION PROJECT FINANCE AND INFRASTRUCTURE TRUSTS AND ESTATES PUBLIC FINANCE WHITE COLLAR: GOVERNMENT LITIGATION & INVESTIGATIONS REAL ESTATE Pro Bono

Sidley lawyers recognize their profound responsibility to use their training, skills and experience to provide legal services to the poor and to charitable, religious, community, governmental and educational organizations that otherwise would be unable to afford legal representation.

In 2014, our lawyers and staff devoted more than 107,000 hours to pro bono projects, and played a vital role in people’s lives throughout the world, including through death penalty appeals, political asylum matters, civil rights litigation and veterans benefits appeals. We also dedicated more than 5,400 hours to improving the livelihoods of the world’s poorest farmers and their communities.

Sidley’s first pro bono initiative celebrates tenth anniversary

The firm’s Capital Litigation Project is a long- term, resource-intensive undertaking that provides hope to inmates incarcerated on Alabama’s death row, where approximately a quarter of the sentences are the result of judicial override of jury recommendations of life imprisonment by elected judges.

In the past decade, more than 100 Sidley partners, counsel and associates, along with legal and project assistants, have devoted more than 127,000 hours to right the imbalance that so often leads to miscarriages of justice. From across the firm’s domestic offices, they have traveled to Alabama to visit clients, interview witnesses and participate in hearings. In 2014 alone, Sidley devoted more than 9,000 hours to representing men on death row.

8 SIDLEY AUSTIN LLP Diversity and Inclusion

Sidley is committed to diversifying our own ranks, building an inclusive culture and enhancing the diversity of the legal profession. Our mission is to attract, retain and promote outstanding lawyers who reflect the global marketplace and the communities that we serve.

Support for diverse and female lawyers Sidley’s robust career development initiative aims to retain, develop and promote ethnically and racially diverse lawyers, LGBT lawyers, and lawyers with disabilities, at all levels. Our Enhanced Mentoring Program, “Tips for Success” programs, Diverse Partner Practice Development Fund and regular cross-marketing videoconferences all support integration into and success at the firm.

Our gender diversity initiative has been active for more than 15 years. Mentoring circles, women’s retreats and client networking events help female lawyers develop skills and build relationships. Family- Achievements friendly policies and programs benefit both women and men. “50 Best Law Firms for Women,” 2015, Working Mother magazine Recruitment and Flex-Time Lawyers LLC Striving to recruit the best team for our clients, we participate in Perfect 100 score, Human Rights diversity recruitment conferences and regional job fairs, and actively Campaign’s 2015 Corporate recruit at law schools with diverse student bodies. We support Equality Index; “Best Places to Work for LGBT Equality,” Human law student affinity groups and diverse bar associations, building Rights Campaign relationships with students and practicing lawyers. Gold Standard Certification, 2014, Women in Law Empowerment Pipeline programs Forum

We have developed and sponsored programs that encourage “Diversity Firm of the Year,” 2015 women, diverse and economically disadvantaged students to enter Benchmark Litigation U.S. Awards the legal profession and private practice. Through programs like 2014 Corporate Diversity Award, Sidley Prelaw Scholars and the 1L Diversity Summer Mentorship Association of Black Women Program, we’ve supported the aspirations of hundreds of diverse and Attorneys economically disadvantaged students.

SIDLEY AUSTIN LLP 9 Offices

BEIJING DALLAS LOS ANGELES SINGAPORE Suite 608, Tower C2 2001 Ross Avenue 555 West Fifth Street Level 31 Oriental Plaza Suite 3600 Los Angeles, California 90013 Six Battery Road No. 1 East Chang An Avenue Dallas, Texas 75201 +1 213 896 6000 Singapore 049909 Dong Cheng District +1 214 981 3300 +65 6230 3900 Beijing 100738 NEW YORK China GENEVA 787 Seventh Avenue SYDNEY +86 10 5905 5588 Rue du Pré-de-la-Bichette 1 New York, New York 10019 Level 10, 7 Macquarie Place 1202 Geneva +1 212 839 5300 Sydney NSW 2000 BOSTON Switzerland Australia 60 State Street +41 22 308 00 00 PALO ALTO +61 2 8214 2200 36th Floor 1001 Page Mill Road Boston, Massachusetts 02109 HONG KONG Building 1 TOKYO +1 617 223 0300 39/F, Two Int’l Finance Centre Palo Alto, California 94304 Sidley Austin Nishikawa Central, Hong Kong +1 650 565 7000 Foreign Law Joint Enterprise BRUSSELS +852 2509 7888 Marunouchi Building 23F NEO Building SAN FRANCISCO 4-1, Marunouchi 2-chome Rue Montoyer 51 HOUSTON 555 California Street Chiyoda-Ku, Tokyo 100-6323 Montoyerstraat 1000 Louisiana Street Suite 2000 Japan B-1000 Brussels Suite 6000 San Francisco, California 94104 +81 3 3218 5900 Belgium Houston, Texas 77002 +1 415 772 1200 +32 2 504 6400 +1 713 495 4500 WASHINGTON, D.C. SHANGHAI 1501 K Street N.W. CENTURY CITY LONDON Suite 2009 Washington, D.C. 20005 1999 Avenue of the Stars Woolgate Exchange 5 Corporate Avenue +1 202 736 8000 Los Angeles, CA 90067 25 Basinghall Street 150 Hubin Road +1 310 595 9500 London, EC2V 5HA Shanghai 200021 United Kingdom China CHICAGO +44 20 7360 3600 +86 21 2322 9322 One South Dearborn Chicago, Illinois 60603 +1 312 853 7000

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