Whistleblowing WHISTLEBLOWING Copyright 2013 We Comply Inc All

Whistleblowing WELCOME This training course was developed by We. Comply, a leading provider of ethics and compliance training since 1999. The course is also available online from any Internet-connected computer. We. Comply offers 60+ courses on a wide range of business ethics and compliance topics. Each course helps employees spot key compliance issues and respond appropriately. This course is designed and licensed for classroom use in parallel with We. Comply's online course on the same topic. This course may not be hosted on a learning management system or distributed to employees individually by electronic or other means without We. Comply's prior authorization. For more information about this course or others, whether for classroom use or online access, please e-mail info@wecomply. com or call 1 -866 -We. Comply. Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing MEMORANDUM Thank you for participating in our Whistleblowing training course. This 20 -minute course explains your responsibility to report suspected violations of the securities laws and how to do so through our company's internal mechanisms, externally to the Securities and Exchange Commission (SEC), or both. At the end of this material, you'll take a quiz that presents hypothetical situations for you to analyze. Respond correctly to move through the quiz and earn a Certificate of Completion. Please keep in mind that this material is provided for informational purposes only and is not intended as legal advice. If you have questions or need legal advice about how any of this material applies to your job responsibilities, please direct them to your supervisor or the Legal Department. 1 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing SECURITIES FRAUD: THE BIG PICTURE Securities fraud": deceptive practices in stock/commodities markets • Misleading investors • False disclosures to SEC • Buying/selling stock based on material non-public information Employees can lose jobs and pensions If securities fraud infects banks/businesses, investors can lose 2 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing DETECTING SECURITIES FRAUD Almost half of all fraud is uncovered by employees and nongovernmental “whistleblowers” Employees are valuable anti-fraud resource We make it easy and safe for employees to report suspicious activity Employees may also report possible fraud directly to SEC 3 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing REPORTING FRAUD INTERNALLY Do not hesitate to report suspicions of fraud to — • Supervisor or manager, Legal Department, Compliance Department, Audit Committee or hotline We commit to — • Taking your concern seriously • Conducting a prompt and thorough investigation • Keeping information confidential to extent possible • Disclosing results of our investigation to enforcement authorities if we conclude that a crime has been committed 4 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing PLEASE NOTE Benefits of Reporting Internally By reporting possible fraud internally, you allow us to — • Determine if what you suspect or observed is actually fraud or other illegal conduct; • Conduct an investigation based on far less information than a government agency would require; • Stop fraud before it happens, rather than merely reacting to a crime that has already been committed; and • Deal with the employee or employees involved in the fraudulent activities, rather than putting the entire company at risk. 5 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing POP QUIZ! At what point should employees make an internal report of suspected securities fraud? A. When they have evidence that a crime has been committed. B. When they know who is responsible for the fraud. C. Any time that they observe or suspect a possible violation of the securities laws. 6 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing REPORTING FRAUD EXTERNALLY You may submit a tip directly to SEC • Office of the Whistleblower website • Mail Form TCR to SEC keeps identities of “tipsters” confidential • It may disclose identities if required by court or investigation You may also submit your tip to SEC anonymously • You must hire an attorney to do so 7 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing REPORTING FRAUD EXTERNALLY (CONT’D) You may submit a tip directly to SEC • Office of the Whistleblower website • Mail Form TCR to SEC keeps identities of “tipsters” confidential • It may disclose identities if required by court or investigation You may also submit your tip to SEC anonymously • You must hire an attorney to do so 8 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing POP QUIZ! True or false: The SEC investigates all whistleblower tips and rewards everyone who provides useful information. A. False. B. True. 9 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing WHISTLEBLOWER AWARDS Whistleblower Awards Program provides financial incentive to report fraud Qualifying whistleblowers eligible for awards of 10% to 30% of monetary penalties Eligible only if — • • • He/she provides original information about a violation Information leads to successful enforcement action SEC recovers penalties of at least $1 million SEC may increase award if whistleblower reported internally first 10 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing WHISTLEBLOWER PROTECTION We — • Rely upon your vigilance and honesty • Encourage you to report suspicious activity • Will protect you from retaliation when you do so • Will not tolerate adverse action against employee who reports suspected fraud If you believe you have experienced retaliation, you have six years to file a retaliation claim with SEC 11 of 12 Copyright © 2013 We. Comply, Inc. All rights reserved.

Whistleblowing FINAL QUIZ 12 of 12 Copyright © 2013 We. Comply, Inc. All rights

Whistleblowing ABOUT WECOMPLY We. Comply is a leading provider of customized ethics and compliance training solutions. We are committed to providing the best-of-breed training content, technology and customer service. ü Specializing in ethics and compliance training since 1999 ü 60+ ethics and compliance training courses in 42 languages ü Content partners include the Association of Corporate Counsel (ACC), Proskauer Rose and White & Case ü 500+ clients of all sizes and in all industries Copyright © 2013 We. Comply, Inc. All rights reserved. 1 -866 -We. Comply

Whistleblowing COURSE-DELIVERY OPTIONS We. Comply offers training courses in multiple delivery formats to reach all employees -- not just those with computers: ü Online – available 24/7 from any computer ü Mobile – tablets and smartphones ü Offline options when Internet access is unavailable: Ø Power. Point with presenter notes for classroom training Ø PDF booklets with tear-off certifications Ø CD-ROM/intranet with tracking via e-mail Ø Phone-based training and certification Copyright © 2013 We. Comply, Inc. All rights reserved. 1 -866 -We. Comply

Whistleblowing ONLINE TRAINING BENEFITS While classroom training has certain advantages, it can be challenging to implement in large and/or geographically dispersed companies. Consider these advantages of online training: ü ü ü ü Better Attendance Higher Completion Rates Less Impact on Productivity Perfect for New Hires Convenient for Remote Locations Available in 42 Foreign Languages Easy Access to Courses Periodic Refreshers Copyright © 2013 We. Comply, Inc. All rights reserved. Blended Benefits Get the best of both worlds by providing classroom training where feasible and online training elsewhere – all centrally tracked and organized for easy monitoring and reporting.