Electronic - 2020 SLATW Pamphlet

SECURITIES LITIGATION AROUND THE WORLD DRRT GLOBAL INVESTOR LOSS RECOVERY MANUAL

INTRODUCTION For years, investors, including asset managers, insurance companies, mutual and pension funds, as well as other financial institutions around the world have relied almost exclusively on the U.S. class action system for the recovery of losses from investor fraud. They have done so by participating in passive class action settlements or through active opt-out litigation. This strategy worked in most situations for both U.S. and non-U.S. securities; however, with the U.S. Supreme Court’s decision in Morrison v. National Australia Bank, 561 U.S. 247 (2010), since 2010 this approach is no longer feasible for securities traded outside the U.S. markets, so investors have to look for other avenues of loss recovery to cover non-U.S. damage claims. Although the vast majority of securities litigation takes place in the United States, and nine of the ten largest securities litigation settlements have come from the United States, international jurisdictions have been steadily implementing procedures that have allowed investors to obtain large settlements. Largest U.S. Settlements: Company Year Settlement Amount Jurisdiction (in USD bn) 1 Enron Corporation 2008 7.2 United States 2 WorldCom, Inc. 2010 6.1 United States 3 Tyco International Ltd. 2013 3.2 United States 4 Cendant Corporation 2010 3.2 United States 5 Petróleo Brasileiro S.A. - Petrobras: ADR 2019 3.0 United States 6 Nortel Networks Corporation (Nortel I & II) 2007 2.9 United States 7 AOL Time Warner, Inc. 2006 2.5 United States 8 Bank of America Corporation: Merger with Merrill Lynch 2014 2.43 United States 9 Household International, Inc. 2016 1.6 United States 10 Valeant Pharmaceuticals International, Inc. 2020 1.2 United States Largest International Settlements: Year Settlement Amount Jurisdiction Company 2016 (in USD bn) 2016 The 1 Ageas S.A./N.V. (f/k/a Fortis S.A./N.V. & Fortis N.V.) (NL) 1.3 Netherlands 2 Royal Bank of Scotland plc (UK) 1 United Kingdom +1 (786) 235-5000 [email protected] I

INTRODUCTION In addition to the recent large European settlements, the European Commission (“Commission”) published a non-binding Recommendation on Collective Redress1 in2013, with an eye toward future actions to harmonize collective redress mechanisms in the European Union. Specifically, the Commission recommended that Member States implement a general system of collective redress that could be used in all areas of law. The Commission also recommended that Member States report annual statistics regarding collective redress procedures and share that data with the Commission so that it could make its assessment on implementing further EU-wide measures. Further, a publication by the U.S. Chamber of Commerce Institute for Legal Reform (ILR), meant to “contribute to the Commission’s evaluation” of whether or not to implement EU-wide collective redress mechanisms, did not take a favorable view of collective redress, and in particular, the U.S. system, and recommended implementing a number of measures designed to discourage collective litigation. Such recommendations include implementing stringent class certification standards, restricting contingency fees, preserving the “loser pays” system found in most European jurisdictions and imposing severe restrictions on litigation funders, among others. Despite this negative assessment of collective litigation and somewhat draconian recommendations to prevent its proliferation, collective redress is a necessary solution in many cases, and European countries have been slowly implementing their own systems to deal with modern legal problems. Though the U.S. class action system is widely derided during discussion of collective redress, many non-U.S. jurisdictions have adopted certain aspects of the class action procedures developed in the U.S. With this trend unlikely to reverse, even in the face of reports like the ILR’s, it is important for institutional investors to identify and evaluate opportunities in Europe and the rest of the world. For effective global investor protection, relevant jurisdictions have to be identified and constantly monitored, as each case requires an individual concept to allow for risk-free litigation, due to financing models, risk assessment, claims in controversy and statutory conduct rules. DRRT has experience pursuing loss recovery actions in a dozen countries across five continents and is constantly monitoring the international landscape to identify jurisdictions that are developing strong investor-protection laws and trustworthy institutions. DRRT has played a key role in many of the largest international settlements, including the aforementioned Fortis settlement, which is the largest investor recovery settlement in European history. DRRT has also been part of and instrumental in obtaining the shareholder settlements with the Ageas S.A./N.V. (f/k/a Fortis S.A./N.V. & Fortis N.V.) in the Netherlands (2016) for EUR 1.3 billion, Royal Bank of Scotland in the United Kingdom (2016) for GBP 800 million, Royal Dutch Shell in The Netherlands (2007) for USD 358 million, and Olympus in Japan (2013) for JPY 11 billion. This manual gives an insight into securities litigation and investor protection in relevant jurisdictions around the world. This analysis is partially informed by the market capitalization of each of the relevant countries’ stock markets and the number of listed companies on those markets. It focuses on the main aspects most relevant for institutional investors to evaluate any jurisdiction, that is, the availability of collective actions, the court and attorney cost risks involved in bringing an action, the various levels of publicity in these jurisdictions, as well as the existence of a discovery proceeding and specialized investor protection laws. [1] Commission Recommendation of 11 June, 2013 on common principles for injunctive and compensatory collective redress mechanisms in the Member States concerning violations of rights granted under union Law (OJ L 201, 26.7.2013, p. 60). II +1 (786) 235-5000 [email protected]

TABLE OF CONTENTS SELECTED JURISDICTIONS BY DOMESTIC EQUITY MARKET CAPITALIZATION AT YEAR-END...................................................................................................................... 1 JURISDICTION ANALYSIS ........................................................................................................................................................ 5 AUSTRALIA............................................................................................................................................................................... 5 AUSTRIA................................................................................................................................................................................... 6 BELGIUM ................................................................................................................................................................................. 7 BRAZIL ..................................................................................................................................................................................... 8 CANADA ................................................................................................................................................................................... 9 DENMARK................................................................................................................................................................................ 10 FRANCE.................................................................................................................................................................................... 11 GERMANY ................................................................................................................................................................................ 12 HONG KONG............................................................................................................................................................................ 13 HUNGARY ................................................................................................................................................................................ 14 INDIA ....................................................................................................................................................................................... 15 ISRAEL ..................................................................................................................................................................................... 16 ITALY........................................................................................................................................................................................ 17 JAPAN ....................................................................................................................................................................................... 18 LUXEMBOURG.......................................................................................................................................................................... 19 MEXICO.................................................................................................................................................................................... 20 NETHERLANDS ........................................................................................................................................................................ 21 NORWAY .................................................................................................................................................................................. 22 PEOPLE'S REPUBLIC OF CHINA ............................................................................................................................................... 23 PORTUGAL ............................................................................................................................................................................... 24 REPUBLIC OF CHINA (TAIWAN) .............................................................................................................................................. 25 REPUBLIC OF KOREA ............................................................................................................................................................... 26 RUSSIAN FEDERATION ........................................................................................................................................................... 27 SOUTH AFRICA ........................................................................................................................................................................ 28 SPAIN ....................................................................................................................................................................................... 29 SWEDEN .................................................................................................................................................................................. 30 SWITZERLAND......................................................................................................................................................................... 31 UNITED KINGDOM .................................................................................................................................................................. 32 UNITED STATES....................................................................................................................................................................... 33 COMPLETED CASES ................................................................................................................................................................... 35 SIGNIFICANT ONGOING CASES .......................................................................................................................................... 37 DRRT - WHO WE ARE AND WHAT WE DO.................................................................................................................. 39 +1 (786) 235-5000 [email protected] III

SELECTED JURISDICTIONS BY DOMESTIC EQUITY MARKET CAPITALIZATION AT YEAR-END Rank Exchange USD bn2 Total Number of Listed Companies 1 NYSE Group (US) 23,327 (Foreign & Domestic) 2,143 2 Nasdaq (US) 13,002 3,140 3 Japan Exchange Group (JP) 6,191 3,708 4 Shanghai Stock Exchange (CN) 5,105 1,572 5 Hong Kong Exchanges and Clearing HKEX (HK) 4,889 2,449 6 Euronext (EU) 4,701 1,22o 7 London Stock Exchange Group (UK) 3,637 2,479 8 Shenzhen Stock Exchange (CN) 3,409 2,205 9 TMX Group (CA) 2,409 3,413 10 Deutsche Börse AG (DE) 2,098 522 11 Nasdaq Nordic (SE) 1,612 1,082 12 Australian Securities Exchange (AU) 1,487 2,092 13 Korea Exchange (ROK) 1,484 2,283 14 Taiwan Stock Exchange (TW) 1,217 956 15 B3 (fka BM&FBOVESPA) (BR) 1,187 328 16 Tel-Aviv Stock Exchange (TASE) (IL) 237 442 [2] Statistics based on 2019 year-end [email protected] 1 +1 (786) 235-5000

SELECTED JURISDICTIONS BY DOMESTIC EQUITY MARKET CAPITALIZATION AT YEAR-END Stock Exchanges by Market Capitalization in Billions of USD3 [3] Statistics based on 2019 year-end [email protected] 2 +1 (786) 235-5000

SELECTED JURISDICTIONS BY DOMESTIC EQUITY MARKET CAPITALIZATION AT YEAR-END Stock Exchanges by Market Capitalization Total Number of Listed Companies (Foreign & Domestic)4 COUNTRY ANALYSIS [email protected] 3 [4] Statistics based on 2019 year-end +1 (786) 235-5000

AUSTRALIA Are there collective actions, such as opt-out actions or other actions with representative aspects? Yes, class actions are available in the Federal Court of Australia through the enactment of Part IVA of the Federal Court of Australia Act 1976. The Australian class action system is, in general, an opt-out system. One or more shareholders may file an action as representative of a larger group, the class.5 Until a fixed date, class members may – similar to U.S. class actions – opt out of the proceedings and will not be bound by anyf judgment or settlement. In 2007, however, the Federal Court of Australia approved a class consisting of only one named person who was represented by a law firm/litigation funder. Additional claimants were only passively included in the class, which was approved by the court.6 These cases are often described as “opt-in” cases, as claimants must explicitly express their interest in joining the case to the litigation funder. Also, a “named plaintiff” will be chosen, who will represent the class, similar to the lead plaintiff position in the United States. Until recently, Australia had in place Common Fund Orders (“CFO”). A CFO is a court order which obliges all group members in a class action to pay their proportionate share of a litigation funder’s commission out of the proceeds of a judgment or settlement, whether or not the group members have entered into a funding agreement directly with the funder. However, the High Court recently ruled that the relevant sections of the Federal Court Act 1976 (Cth) and the Civil Procedure Act 2006 (NSW) do not empower the Courts to make CFOs. As a result, this ruling will likely require all participants to register their claims by signing a funding/retainer agreement prior to any imposed deadline or risk losing their claims. This action may result in classes closing before a court-imposed deadline. What are the cost risks of bringing an action? Can attorneys work on success fees? Australia uses the “loser pays” system. The representative party who brings the action is liable for any costs awarded in favor of the class action defendant. The concept of litigation funding is widely used in Australian investor protection cases and since mid-2005, all securities class actions in Australia have been funded by commercial litigation funders. Commercial litigation funders are allowed to work on a success-fee basis, while Australian attorneys are not. The litigation funder assumes all risks of the proceeding and receives a portion of any damages awarded, in return for funding the litigation. Are proceedings public or confidential? Is there a discovery proceeding? Typically, in the opt-in cases, a small retail investor is appointed as named plaintiff and is the only claimant actually named in the proceeding. However, if a case settles, all claimants may be specified by name in the settlement agreement, though this agreement remains confidential, and all parties are bound by nondisclosure and confidentiality agreements. Thus, only the defendant would be able to see who takes part in a settlement. There is also a discovery proceeding, but generally only the named plaintiff is affected. Other class members, such as the passive contracting parties to the litigation funding agreement (in which the contracting parties agree to pay a fixed percentage of the awarded sum in return for the funding), are generally not subject to the Australian discovery proceedings. Is there a specialized investor protection law? Yes, mainly the Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001. [5] The Federal Court of Australia Act 1976, §33C. [6] Dawson Nominees Pty Ltd v Multiplex Limited, FCA 1061 (2007). +1 (786) 235-5000 [email protected] 5

AUSTRIA Are there collective actions, such as opt-out actions or other actions with representative aspects? Austria recognizes the concept of class actions through section 227 of the Austrian Civil Procedure Code. The provision does not explicitly allow for class actions, but the Austrian Supreme Court has interpreted that section of the Code to permit class actions to proceed in Austrian court if they have “a specific Austrian character.” In order to meet the requirements for joinder of parties in a class action: (i) the court must have jurisdiction over all of the claims; (ii) there must be an application of the same type of procedure; and (iii) the matter in dispute must be of the same nature with respect to the facts and the law. Austria also recognizes a mechanism similar to a Dutch foundation, wherein several claimants assign claims to an institution that can proceed as a single claimant. The procedure in Austria is on an opt-in basis, as parties must have their claims joined at the outset in order for the court’s decision to be binding upon them. What are the cost risks of bringing an action? Can attorneys work on success fees? Losing parties can be held liable for the prevailing parties’ costs in Austria.7 Recovery of attorneys’ fees is limited by statute, and only in very limited circumstances can the actual fees be recovered. Austrian lawyers are prohibited from working on a contingent basis;8 however, the Austrian Supreme Court held that third-party litigation funders can charge their fee as a percentage of the overall recovery. Are proceedings public or confidential? Is there a discovery proceeding? Austrian court files are not open to the public, and when decisions are published, they are published without reference to the parties’ names. Oral hearings are generally open to the public, but no recordings are permitted. There is no discovery in Austria. Parties can apply to the court to compel the disclosure of specific documents, but there is no comparable system of discovery to that in the United States. An exception to this is that if a party uses a particular document to prove part of its case, that document must be provided to the other party. Is there a specialized investor protection law? No. Securities claims are generally based on the Austrian Civil Code, prospectus liability is also based on the Capital Market Act (Kapitalmarktgesetz). [7] The Austrian Code of Civil Procedure (Zivilprozessordnung) §41(1). [email protected] [8] The General Austrian Civil Code, §879(2)(2). 6 +1 (786) 235-5000

BELGIUM Are there collective actions, such as opt-out actions or other actions with representative aspects? A collective action on behalf of an unidentified group is only possible if it is brought by certain entities or organizations, such as consumer protection organizations. This can be in form of an ‘opt-in’ or ‘opt-out’ class action. However, in regular court proceedings, individual claims may under certain circumstances, be joined into one action to form a group action for case management purposes.9 What are the cost risks of bringing an action? Can attorneys work on success fees? Court costs in Belgium are fairly minimal, as only costs for registering the writ of summons and for service of the writ of summons have to be paid. Belgium, however, employs the “loser pays” principle, whereby the losing party has to bear the opposing party’s costs, including its attorney fees.10 Generally, however, the court will set the attorney costs to be awarded to the other party between EUR 90 and EUR 36,000. The award is usually below the actual costs incurred by the attorneys. This cost risk is intensified by the general prohibition for attorneys to work on the basis of success fees.11 Uplifts in the case of success, however, may be negotiated, similar to the system in the United Kingdom. Are proceedings public or confidential? Is there a discovery proceeding? The court hearings are public but generally, only the conclusion of a ruling is available to the public; court replies, pleadings, and written evidence are not available. There is no discovery proceeding in Belgium and the parties may only rely on the evidence already in their possession. In exceptional cases, and if a party can clearly point out certain documents being of high relevance to the case, the court may require the other party to produce such document. Is there a specialized investor protection law? No. Securities claims are based on general tort law but issuers have to comply with the Law of August 2, 2002 on the supervision of the financial sector and on financial services and the Markets in Financial Instruments Directive. [9] Code Judiciaire Article 701. [email protected] 7 [10] Ibid. at Article 1017. [11] Ibid. at Article 446ter. +1 (786) 235-5000

BRAZIL Are there collective actions, such as opt-out actions or other actions with representative aspects? Brazil has a class action system, whereby a representative may file a case on behalf of a group of claimants; however, only certain groups of representatives may initiate such an action, including the public prosecutor’s office, the public defender’s office, public entities and other agencies, as well as (registered) private associations and unions.12 In very limited cases (for the protection of public administration assets) individuals may initiate a class action as well. Interestingly, these class actions are only binding on the class if there is a favorable outcome in the action. In case of an unfavorable outcome, the individual class members are still allowed to file an individual action. In March 2016 the new Civil Procedure Code entered into full force and effect, allowing judges, public prosecutors or the parties involved to commence special proceedings to resolve an issue of law that is pending in multiple lawsuits.13 In 2000, the BM&F BOVESPA, the São Paulo stock exchange, introduced the Novo Mercado, a listing segment that requires companies to implement more stringent corporate governance standards in order to be listed. One of the requirements to be listed on the Novo Mercado is that companies must put an arbitration provision in their by-laws, submitting any and all disputes to arbitration at Brazil’s Market Arbitration Chamber (MAC). With roughly one-third of companies trading on the BM&F BOVESPA listed on the Novo Mercado, arbitration in front of the MAC is a scenario that must be taken into consideration by investors in Brazilian companies. What are the cost risks of bringing an action? Can attorneys work on success fees? In general, the losing party has to bear the costs and expenses of the prevailing party, and is also liable to pay the attorneys’ fees of the prevailing party. In the class action context, however, the defendant is liable to bear the court costs and attorneys’ fees of all parties, as long as the litigation is not frivolous.14 Attorneys are not prohibited from working on a success fee basis. Are proceedings public or confidential? Is there a discovery proceeding? Court proceedings are generally public, with the exception of cases where secrecy is in the public interest or that involve certain family matters. There is no pre-trial discovery proceeding in Brazil. The court may, however, request and seize the production of documents from third parties and may also request the production of documents by the parties. If either party to the proceeding refuses to produce documents, the court will consider the relevant facts in favor of the adverse party. Is there a specialized investor protection law? No. But a violation of Law 6.385/76 (“the Securities Law”) and Law 6.404/76 (“the Corporations Law”) may serve as a predicate “illicit act” to support a general tort claim. [12] Federal Law No. 8078, Consumer Protection Code Article 82. [email protected] [13] Articles 976 – 987 of the Code of Civil Procedure (Law No. 13105). [14] Ibid. at Article 85. 8 +1 (786) 235-5000

CANADA Are there collective actions, such as opt-out actions or other actions with representative aspects? There are nine provinces in Canada with class action proceedings legislation in effect. Since 2002, class action proceedings have also been possible before the Federal Court under the regime introduced by the Federal Court Rules, but the Federal Court only has limited subject matter jurisdiction (actions against the government, actions including admiralty issues, and intellectual property issues). The Canadian class action system has both opt-in and opt-out jurisdictions. Ontario follows an opt-out model by which members of the class (regardless of their residence) are typically deemed to participate in the proceeding unless they take an active step to opt out of the class.15 Québec, Saskatchewan, Alberta, Manitoba, Nova Scotia and the Federal Court also follow and opt-out model. British Columbia, Newfoundland and New Brunswick have adopted an opt-in/opt-out hybrid model where members of the class that are residents within the province are deemed to participate in the proceeding unless they specifically opt-out. Members of the class that are residents outside the province can only participate in the proceeding if they specifically opt-in. In Canadian class actions, a representative plaintiff is appointed, who must retain legal counsel and must fairly and adequately represent the interests of the class. In general, Canadian class actions are very similar in most aspects to U.S. class actions. What are the cost risks of bringing an action? Can attorneys work on success fees? The basic rule in Canada is a “two-way cost rule.” That is, the loser pays costs to the winners of the litigation. This means that the representative plaintiff faces two possible financial burdens: their own attorneys’ fees and disbursements, and those of the defendants in the event the defendant is successful in the action. Even when the “loser pays” rule applies, it is very rare for the court to order the unsuccessful party to pay the full amount of the prevailing party’s costs due to the fact that Canadian courts have considerable discretion to award costs on a basis which is “fair and reasonable” for the losing party to pay. In Canada, legal counsel may enter into success fee agreements whereby counsel agrees to fund the litigation and recover fees and disbursements only in the event of success in the litigation. The agreement, however, must be approved by the court in order to be valid.16 Are proceedings public or confidential? Is there a discovery proceeding? All court filings are public, but details of transactions and damages are not and can be excluded from court filings. There is a pre-trial discovery proceeding in Canada. In most of the Canadian provinces, parties must allow full disclosure of all relevant documents after the pleadings are submitted. The procedure is, however, slightly more restricted than in the United States. Is there a specialized investor protection law? Yes, the provincial Canadian securities acts, such as the Ontario Securities Act. [15] See e.g., Class Proceedings Act, 1992, S.O. 1992, c. 6, §9. [16] Ibid. at §§32(3) & 33. +1 (786) 235-5000 [email protected] 9

DENMARK Are there collective actions, such as opt-out actions or other actions with representative aspects? Denmark introduced an opt-in class action system on January 1, 2008. The requirements for such a class action are: a uniform nature of the claims in question, that the court has subject matter jurisdiction for at least one claim and that there is general jurisdiction for the other claims in Denmark, that the class action is deemed appropriate to handle the claims, that the group can be sufficiently identified and advised of the case in an appropriate manner and that a group representative can be appointed.17 What are the cost risks of bringing an action? Can attorneys work on success fees? The court fees are capped at approximately EUR 10,000 and are based on the value of the case. The fees have to be paid twice (once when filing the claim and then two to four weeks before the oral hearing). Usually, the prevailing party will be able to recover its costs from the losing party. As a basic rule, the costs awarded by the court to the winning party typically amount to 3% of the total value of the case. Attorneys in Denmark may represent parties on a “no win no fee” basis, although contingency fee agreements based on percentages are prohibited. The basis of the fee calculation is usually the (hourly) time spent working on the case, but regard may be given to the value of the case, the responsibility, and the risks involved, as well as the outcome. Conditional fee agreements and uplift fees are permissible as long as the fees are reasonable. Are proceedings public or confidential? Is there a discovery proceeding? The court hearings in civil proceedings are public but generally, only the conclusion of a ruling is available to the public; court replies, pleadings, and written evidence are not available. The Danish system employs a discovery system, but it is not comparable to the U.S. discovery system. For example, there is no pre-trial discovery phase. Danish courts may only, on request of a party, order the disclosure of specific documents from the other party pursuant to section 298 of the Danish Administration of Justice Act. Usually, requests for disclosure are put forward in the complaint or in the statement of defense, and they have to be precise and of significant relevance to the case. Is there a specialized investor protection law? Yes, the Danish Capital Markets Act (værdipapirhandelsloven). Further, since July 3, 2016, the Market Abuse Regulation applies in Denmark directly. [17] The Administration of Justice Act, §254(b)(1). [email protected] 10 +1 (786) 235-5000

FRANCE Are there collective actions, such as opt-out actions or other actions with representative aspects? The French judicial system is developed in a way that individual parties have to claim the enforcement of their own rights. As a general rule, French judges cannot execute judgments that are binding on third parties. Therefore, the Constitutional Council held that an opt-out system, like in the United States, is a violation of the French constitution. On March 18, 2014, the French government passed a new Consumers Act, which contains a group action that can be used in certain cases and in which only national associations have standing to bring suit. The “class action” procedure is an opt-in system that specifies a specific amount of time (no less than two months and no more than six months) during which individuals can join the class; however, this only occurs after a court determines liability. The French class action system only covers consumer and competition disputes, health product liability, environmental liability, discrimination and personal data protection. What are the cost risks of bringing an action? Can attorneys work on success fees? There are two types of costs concerning civil proceedings in France. The first one (dépens) includes, for example, court fees, witness indemnification and attorneys’ fees for mandatory representation. The other expenses, called “Article 700,” mainly consist of the attorneys’ fees (except for mandatory representation). If the court considers it unfair for one party to bear all the costs, it is empowered to obligate the losing party to bear all or part of the costs. In regard to attorneys’ fees, the party to which the costs are awarded always receives less than it actually spent. There are no provisions limiting lawyers’ fees. They are governed by the agreement between the parties and their lawyers. The payment of attorneys cannot solely be based on a success fee. However, French attorneys can receive an uplift for the successful resolution of a case.18 Are proceedings public or confidential? Is there a discovery proceeding? Generally, court proceedings are public. In all cases, judgments are pronounced publicly. Each party has to prove the facts on which its arguments rely. There is no discovery proceeding in France. Each party must provide the other party and the court a copy of the documents that serve as evidence. Is there a specialized investor protection law? No. But provisions of the Monetary and Financial Code and Commercial Code apply to investors. [18] Law No 71-1130, Art. 9 (Dec 31, 1971) Article 10. [email protected] 11 +1 (786) 235-5000

GERMANY Are there collective actions, such as opt-out actions or other actions with representative aspects? German civil procedural law does not permit bringing a claim for a group of unknown claimants in the form of a U.S.- style class action. With the German Capital Markets Model Case Act (Kapitalanlegermusterverfahrensgesetz – KapMuG), there exists a law in Germany focusing on model proceedings, in which questions of law or fact will be decided by the Higher Regional Court with binding effect upon all pending proceedings before the Regional Courts.19 Model proceedings apply to claims in which compensation is asserted for damages due to false, misleading, or omitted public capital markets information contained in prospectuses, financial statements, etc. The KapMuG allows a claimant in securities litigation to initiate a model case and to litigate specific factual and legal issues at the Higher Regional Court. If at least nine further applications are filed, the Higher Regional Court selects one model plaintiff. All other similar pending cases are stayed, regardless of whether the parties to those proceedings have applied for a model case. The decision reached in the model case will be legally binding on all cases that have been stayed, which will then resume litigating any individual aspects in the lower court. German law includes other instruments of collective redress, such as group complaints (Verbandsklage), shareholder derivative suits, and joinder of parties. What are the cost risks of bringing an action? Can attorneys work on success fees? The usual rule is that the losing party bears the costs of the lawsuit, including the costs of the successful party and the court fees. This includes adverse party costs and court costs, both of which are regulated by tables of costs codified in various statutes.20 Apart from that, it is common to agree on an hourly rate as well. With regard to courts costs, there is a fee cap for claims exceeding EUR 30 million in claim value. Adverse costs follow the same statutory table of costs. Each additional defendant, who appoints his or her own attorney, will multiply these costs, because there will be more attorneys and, hence, additional fees. Since 2008, success fees are allowed in Germany in very limited cases, where a client may not be able to bring a case due to economic circumstances.21 By involving third- party litigation funders, this success fee prohibition can, however, be legally circumvented. Are proceedings public or confidential? Is there a discovery proceeding? Court hearings are subject to the general principle of publicity, which allows the public to be present at hearings but does not extend to photographs, sound recordings or to TV/radio transmissions inside the courtroom. The documents filed with the court are confidential and not publicly available and judgments, when published, redact all the names of the parties involved. There is no procedure for pre-trial discovery of documents. However, section 142 of the German Civil Procedure Code grants the right to request the production of specific documents or narrow categories of documents if the requesting party can substantiate its main content and its relevance to the outcome of the case. The parties have to make their case with the evidence available to them. Is there a specialized investor protection law? Yes, the German Securities Trading Act (Wertpapierhandelsgesetz) and German Prospectus Liability Act (Wertpapierprospektgesetz). [19] Kapitalanleger- Musterverfahrensgesetz (KapMuG) §22. [20] Code of Civil Procedure, §32(B)(1) (Zivilprozessordnung [ZPO]) §91, Attorney Fees Act (Rechtsanwaltsvergütungsgesetz) and Legal Costs Act (Gerichtskostengesetz). [21] Ibid. at §§114 – 127. 12 +1 (786) 235-5000 [email protected]

HONG KONG Are there collective actions, such as opt-out actions or other actions with representative aspects? Pursuant to Order 15, Rule 12 of The Rules of High Court, the only collective actions permitted in Hong Kong are representative proceedings. The representative plaintiff is not initially required to seek court approval. Instead, the collective plaintiffs can nominate the representative plaintiff. The only requirement is that the representative plaintiff have the same interests as the collective plaintiffs. Accordingly, all members of the group should have a common interest or element, common cause for action, and the remedy should benefit the entire group. What are the cost risks of bringing an action? Can attorneys work on success fees? Although the represented parties are not liable for costs, the court has the power to order that costs accumulated in a group action be borne by the all members of the group equally, or only among the lead plaintiff(s).22 Contingency fees are not permissible in Hong Kong. Are proceedings public or confidential? Is there a discovery proceeding? Court hearings are generally public. The complaint, known as the Writ of Summons is also public. Pleadings and other documents filed in court proceedings are confidential until the documents are referred to in open court. Discovery begins once the defendant files the answer, known as its defense. In comparison to civil countries, there is a robust discovery mechanism in Hong Kong. Is there a specialized investor protection law? No. However, there are several statutes guaranteeing investors’ rights, such as the Code on Takeovers and Mergers and the Companies Ordinance. [22] Sections 52A and 52B of the High Court Ordinance and Order 62, Rule 6A of the Rules of the High Court [email protected] 13 +131 (786) 235-5000

HUNGARY Are there collective actions, such as opt-out actions or other actions with representative aspects? Currently, there is no provision in Hungarian law that provides for securities collective actions or representative actions. Although, Hungary enacted a new Code of Civil Procedure on January 1, 2018, which includes a class action opt-in scheme, the new Civil Code23 is only applicable to actions brought in the public interests, such as consumer, employment, and environmental tort matters. Hungary also has provisions for collective actions in the field of competition law, and consumer protection. What are the cost risks of bringing an action? Can attorneys work on success fees? The costs of bringing an action vary depending on the dollar amount of the controversy. Typically, adverse court costs will be awarded to the prevailing party. The prevailing party may also be awarded litigation costs by submitting their attorney’s bill of costs to the court.24 It is permissible for attorneys to represent clients on a success fee or contingency fee basis. However, the amount charged shall not exceed two-thirds of the total amount of fees accrued. Are proceedings public or confidential? Is there a discovery proceeding? Court hearings are generally open to the public. However, upon specific request, it is possible for court hearings to be confidential. Moreover, in accordance with freedom of the press, a media content provider may make image and sound recordings of a public hearing.25 All higher court judgments are published and made available to the public via an internet webpage, although the identities of the parties to the action are anonymized on the webpage in an attempt to provide some degree of confidentially. There are no specific provisions for pre-trial discovery, as there is no discovery mechanism in Hungary. However, if a party uses a particular document to prove an element, allegation, or defense of its case that document must be provided to the opposing party. Parties can apply to the court to compel the disclosure of specific documents. Nevertheless, discovery proceedings in Hungary are limited. Is there a specialized investor protection law? Yes, Act CXX of 2001 on the Capital Market. [23] Section 571 the Code of Civil Procedure (as in force on 1 July 2018) [email protected] [24] Section 81(5) Act CXXX of 2016 on the Code of Civil Procedure (as in force on 1 July 2018) [25] Section 232(1) Act CXXX of 2016 on the Code of Civil Procedure (as in force on 1 July 2018) 14 +1 (786) 235-5000

INDIA Are there collective actions, such as opt-out actions or other actions with representative aspects? Under Indian Procedural Law, so-called Public Interest Litigation (\"PIL\") is allowed. In such cases an individual or a group of people may file a complaint. There are two ways of starting a PIL: by the court itself or by an individual representing other persons who suffered losses. PILs can only be filed against several public bodies/regulatory bodies or the state and not against private bodies, which makes them less valuable. However, the Companies Act 2013, which fully entered into force on April 1, 2014, allows class actions in India. Section 245 of the Companies Act 2013, introduces the concept of \"specialized class actions\" by shareholders and depositors of a company to the Indian legal regime. At least one hundred shareholders of the company or such percentage of the total number of shareholders as the court prescribed are required to file a class action.26 In addition, a separate provision for a \"securities class action\" is also provided under section 37 of the Companies Act 2013. Under this provision, a lawsuit can be filed (or any other action may be taken) for a misleading statement, or for the inclusion or omission of any matter in a company prospectus. Such an action can be filed by any person, group of persons or any association of persons affected by the statement/inclusion/omission. Furthermore, a public notice shall be sent to all class members, who will be bound by the outcome of the class action. The costs of the action are paid by the company or any other person responsible for the improper act. A lead applicant is appointed who can claim damages from the company, a director, the auditor(s), and/ or expert, advisor or consultant which were caused by any improper or misleading statement, any fraudulent, unlawful or wrongful act or omission. “Class actions” may not be brought against a banking company. What are the cost risks of bringing an action? Can attorneys work on success fees? The losing party has to pay the winning party’s costs of the litigation, if the court asks it to do so. Contingency fees are not permitted under Indian law.27 An exception is only made for very poor clients, who otherwise would not be able to file a claim. Attorneys’ fees are regulated. The hourly minimum is Rs. 250 and the maximum is Rs.15,000 (approximately USD 4 to USD 250). Are proceedings public or confidential? Is there a discovery proceeding? Litigation is private in India. Files are not open to the public. There is no discovery proceeding comparable to the U.S. system. Is there a specialized investor protection law? No. But there are provisions in the Companies Act 2013 for representative actions and the Securities and Exchange Board of India (SEBI) has established an Investor Protection and Education Fund, which aids investors in undertaking legal proceedings. [26] The Companies Act 2013, Art. 245(3). [27] The Bar Council of India Rules under the Advocates Act 1961, Chapter II of Part IV Rule 20. +1 (786) 235-5000 [email protected] 15

ISRAEL Are there collective actions, such as opt-out actions or other actions with representative aspects? The class action law in Israel came into existence in 2006.28 For the certification of the claim, you first have to examine a registry, the Ledger of Representative Actions, managed by the court administration. This registry provides information on whether a similar claim is already pending. If there is no action pending, the court will decide whether a class action is the suitable tool to handle the case. When the court grants a certification order, it must define the class. The court enjoys great discretion in defining the class. Once listed as a class action, the claim is either settled or litigated. Due to the fact that there is an active representative plaintiff, the other affected parties seeking compensation, are passive during the proceedings. Israeli law provides for an opt-out solution.29 As such, a member of the class must opt-out if he/she does not want to be part of a binding court decision. What are the cost risks of bringing an action? Can attorneys work on success fees? The courts want to avoid an over-encouragement of utilizing class actions. Therefore, the court alone decides on the costs for the representative plaintiff and the class counsel.30 This includes settlements. As a result, the court has the power to overturn any agreements made by the parties including attorneys’ fees. As a guideline, the court awarded 8% for the representative plaintiff and 9% of the total sum for the class counsel in a case that needed judicial approval for a settlement. Court costs are rather high in Israel. They are 2.5% of the claim value plus other costs, which occur from additional work the court does, for example translations and research. State funding for class actions is available for those cases that concern “public and social importance.” The courts are generally unwilling to permit private third-party litigation funding for class actions. Are proceedings public or confidential? Is there a discovery proceeding? Proceedings are generally public and there are no discovery proceedings in Israel. Is there a specialized investor protection law? No. [28] Class Action Law, 5766-2006, (March 2006). [email protected] [29] Ibid. §11. [30] Ibid. at §§22-23. 16 +1 (786) 235-5000

ITALY Are there collective actions, such as opt-out actions or other actions with representative aspects? In April 2019, Parliament passed a new law expanding the scope of class actions in Italy. The law provides that class actions are available to protect individual rights and can be utilized against both public and private entities. The law will take effect in November 2020. Until the expanded class action law goes into effect, group actions are broadly available for any type of complaint. What are the cost risks of bringing an action? Can attorneys work on success fees? Italian courts are able to award costs and fees to the winning party.31 The court has discretion over what percentage of the costs must be borne by the losing party. Generally, the losing party must pay at least court costs and fees and can also be liable for the legal costs and fees of the winning party. This will be capped by statute. Italian law does not specifically prohibit or allow contingency fees. Thus, it is generally accepted that success fees are legal. Are proceedings public or confidential? Is there a discovery proceeding? Court documents are confidential. Thus, can only be viewed by the parties and the court. Court hearings are not public except for final hearings. However, decisions made by Italian courts are publicly available. As in most civil law jurisdictions, there is no discovery process similar to that in the United States. Parties generally do not have any duty to provide any documents to the other party; however, specific documents can be requested. In the case of a specific document request, the court will order the document produced after it is established that the document exists, it is in the possession of the other party and that it is relevant to the case. Is there a specialized investor protection law? Yes, the Consolidated Finance Act (Testo unico delle disposizioni in materia di intermediazione finanziaria, legislative decree no. 58 of Feb. 24, 1998). [31] Article 91 para. 1 of the Code of Civil Procedure. [email protected] 17 +1 (786) 235-5000

JAPAN Are there collective actions, such as opt-out actions or other actions with representative aspects? Opt-out class actions do not exist in Japan. Several claimants may, however, jointly file a single proceeding pursuant to Article 136 of the Japanese Code of Civil Procedure (JCCP). The requirements for such a joint suit are that the rights or obligations that are the subject matter of the suit is common to two or more persons; or are based on the same factual or statutory cause; or are based on the same kind of causes in fact, or by law. The parties to such a joint suit may also appoint one or more representative(s) from among them pursuant to Article 30 JCCP to act on their behalf in conducting the joint suit. What are the cost risks of bringing an action? Can attorneys work on success fees? The losing party has to bear the costs of the proceedings, which are determined by the amount in controversy.32 For attorney fees, there is no “loser pays” rule in Japan. Attorney fees may be subject to special cost arrangements with the clients, but they must be “appropriate and reasonable.”33 Moreover, true “no win, no fee,” i.e., success fee arrangements are not permissible, even though success fees are permissible as an “incentive fee” on top of regular fees that can be billed either hourly or as a fixed fee. Are proceedings public or confidential? Is there a discovery proceeding? Hearings in Japanese courts are generally public, but in limited cases feature confidential hearings. Court filings, such as the complaint, are also available for inspection at the court to anyone who asks for the complaint using specific information (e.g., case number or party names) for a minimal fee. There is no discovery proceeding similar to the U.S. system in Japan. Furthermore, the courts greatly prefer documentary evidence as opposed to witness examination. Is there a specialized investor protection law? Yes, the Financial Instruments and Exchange Act, particularly Article 21-2, but claims for damages suffered by investors may also be based on and prosecuted effectively under Japanese Civil Code Article 709. [32] Article 61 of the Code of Civil Procedure. [email protected] [33] Act on Costs of Civil Procedure (Act No. 40 of April 6, 1971) Ch. 1, Article 2(x). 18 +1 (786) 235-5000

LUXEMBOURG Are there collective actions, such as opt-out actions or other actions with representative aspects? Luxembourg law does not provide for any class action mechanism. However, group actions are possible through simple joinder of claims, and in some circumstances representative actions are possible.34 Representative actions may only proceed when the representative is a statutorily authorized body that is acting for the collective interests of its constituents.35 The only entity which has been allowed to file that group action so far is the ULC (Union Luxembourgeoise des Consommateurs). In practice, investors are limited to bringing group actions in Luxembourg, meaning that each member of the group must have standing to participate. What are the cost risks of bringing an action? Can attorneys work on success fees? Luxemburg law differs between legal expenses and compensation for proceedings. Legal expenses (frais et dépens d'instance) (Article 238, NCPC) are usually chargeable to the unsuccessful party. Compensation for proceedings (indemnité de procédure) (Article 240, NCPC) covers the adverse party`s fees. These fees must be requested by the parties and are only granted if a party proves that it is unfair for it to pay them. Usually, the unsuccessful party is not ordered to pay compensation for proceedings. If a court decides that it would not be unfair to have each party pay its own fees, then the court will not award any compensation for proceedings. Lawyers may not work on success fees in Luxembourg. However, lawyers are in general free to determine their fees, which depend on the work required and the complexity of the case. Fees can be charged on an hourly basis or a flat fee. Are proceedings public or confidential? Is there a discovery proceeding? Court proceedings are as a general rule public, but can be held privately in certain situations. Despite the fact that court proceedings are usually open to the public, court documents are not publicly accessible. This rule includes judgments, decisions and court orders. Nevertheless, any person can request access to case law concerning a specific matter or a particular decision by contacting the relevant body at the court. Case law communicated this way does not mention the parties' names. Parties must exchange the documents they intend to use as evidence for their case.36 If a party does not disclose a document with enough time before the proceeding, it runs the risk of the court excluding that document and not considering it as evidence in the case. However, parties are not subject to massive document requests from their adversaries. Requests are generally limited to requests for specific pieces of evidence. Is there a specialized investor protection law? No. Securities claims are based on general tort and contract law but there are certain laws including the Prospectus Law, Transparency Law and Market Abuse Law that regulate company’s behavior which can be used to form a claim under tort law. [34] Article 206, Nouveau Code de Procedure Civile (hereinafter \"NCPC\"). [35] Article 23 of the Law of 30 July 2002 on Unfair Competition Practices (loi sur la concurrence déloyale, publicité trompeuse et comparative). [36] Article 279, NCPC. +1 (786) 235-5000 [email protected] 19

MEXICO Are there collective actions, such as opt-out actions or other actions with representative aspects? Mexico does have a class action system for certain areas of dispute. Disputes regarding consumer goods and services, financial services, environmental damage, and antitrust may be resolved using the Mexican class action system, which is an opt-in system.37 To qualify for a class action in Mexico, the class must have at least 30 members, the issues of law and fact pertinent to the dispute must be common to the class, and the defendant must be connected to the damage suffered by the class members38. Both liability and damages can be claimed. Potential class members have the option to opt-in within 18 months after settlement or judgment, and therefore it is possible to wait to see whether the case is successful or not before joining. What are the cost risks of bringing an action? Can attorneys work on success fees? There are no court fees in Mexico pursuant to the Mexican Constitution as “justice is free.” However, bringing actions require paying other types of fees such as legal fees and expenses to move the case forward, which might include expert witness costs, translation costs, administrative expenses, etc. A successful litigant can request that the court order the unsuccessful litigant to pay these costs, and the unsuccessful litigant can in turn challenge that request. Courts can only award costs up to a certain percentage of the amount claimed in the proceeding (up to 10%), so while there is the possibility of adverse costs, the danger to litigants is reduced. Lawyers can work on contingency, but it is not common as fees are capped at 3% for recoveries higher than USD 9 million. Litigation funding is allowed for non-lawyers that are not party to the dispute. Are proceedings public or confidential? Is there a discovery proceeding? Court proceedings are, as a general rule, public, but can be held privately in certain situations. Criminal proceedings and cases involving children are often closed, with the lawyers and parties being the only ones involved. Despite the fact that court proceedings are usually open to the public, court documents are not publicly accessible. This rule includes judgments, decisions and court orders. Particular decisions can be requested by anyone, but the parties will remain anonymous. Discovery procedure do not exist, therefore, parties must exchange the documents they intend to use as evidence for their case. If a party does not disclose a document with enough time before the proceeding, it runs the risk of the court excluding that document and not considering it as evidence in the case. Parties can ask the court to order production of certain documents, but requests are limited to specific pieces of evidence. Is there a specialized investor protection law? No. The Securities Market Law (Ley del Mercado de Valores) regulating company’s behavior does not specifically protect investors relying on a company’s disclosure. [37] Article 578 of the Mexican Federal Code of Civil Procedure. [email protected] [38] Article 581 of the Mexican Federal Code of Civil Procedure. 20 +1 (786) 235-5000

NETHERLANDS Are there collective actions, such as opt-out actions or other actions with representative aspects? Under article 3:305a of the Dutch Civil Code, representative actions can be filed by a representative organization protecting the interests of its members. The most common type of organization is a Dutch foundation, established for purposes of a particular action. There are two kinds of foundations: open and closed. Open foundations previously could only for a declaration of liability, while its participants were kept confidential from the defendant and the public; whereas closed foundations could sue for damages, but its participants could not remain confidential. On July 2005, the Wet Collectieve Afwikkeling van Massaschades (Dutch Act on Collective Settlements of Mass Claims, WCAM) was passed to make collective settlements of mass claims possible, allowing open foundations to negotiate a settlement on behalf of all claimants, independently of their membership to the foundation. A potential settlement must be approved by the Court of Appeal in Amsterdam, which may declare it binding and thus enforceable in the EU. Affected investors are able to opt out of the settlement agreement within at least three months after the approval. On April 19, 2019, in an effort to make the WCAM more effective, the Wet afwikkeling massaschade in collectieve actie (Act on Redress of Mass Damages in a Collective Action, WAMCA) was passed to allow open foundations to sue for damages on behalf of all affected Dutch citizens, with the possibility for foreigners to opt-in. The WAMCA went into effect on January 1, 2020. It grants jurisdiction to Dutch courts as long as the harmful act was committed after its date of the entry into force and either inside, or bearing a close relationship to, the Netherlands. At the same, the governance and funding requirements for open foundations were made stricter and more transparent. What are the cost risks of bringing an action? Can attorneys work on success fees? Usually the party losing the trial pays the winner’s costs.39 A success fee may be agreed upon, but an agreement where no fee has to be paid in case of losing the case is not permitted (full contingency).40 A success fee agreement might also include a fixed percentage of the damages awarded by the court or the settlement sum. An exception is made in cases where this is excessive. All lawyers and funders fees are subject to the court’s review. Are proceedings public or confidential? Is there a discovery proceeding? In general, the proceedings are public. However, since an open foundation directly sues the other party, the actual affected party (the member or participant) does not become a party to the claim. Settlement are agreed upon between the foundation and the party having to pay the damage. The foundation’s participants will have to be disclosed to the payer, usually through a claims filing process, but not to the public. The obligation to produce evidence in the Netherlands is limited. It is, however, possible that specific documents will have to be produced and that a petition concerning a preliminary hearing of witnesses and/or experts could be granted by the court. Is there a specialized investor protection law? No. But article 3:305a of the Dutch Civil Code (Burgerlijk Wetboek) includes all types of actions and the WCAM provides for settlements on behalf of a class. [39] Dutch Code of Civil Procedure, Article 237. [40] Article 25 of the Gedragsregels. +1 (786) 235-5000 [email protected] 21

NORWAY Are there collective actions, such as opt-out actions or other actions with representative aspects? The class action system in Norway is relatively new, as it was established in early 2008. Norway has both opt-in and an opt-out class actions but it is the court that determines whether the class action will proceed on an opt-in or opt-out basis depending on the particular situation. The opt-in procedure is much more common and is essentially the de facto procedure. Accordingly, the court will establish the deadline for all interested potential class members to opt-in. A court will only institute a class action on an opt-out basis when each individual claim is so small, it is unlikely for any claimant to bring an individual action, and when the claims require no individual consideration. Moreover, the court will appoint the class representative who is tasked with ensuring that the class members “are kept properly informed about the class action”. Class action lawsuits require that the claimants have claims based on uniform (or predominantly uniform) facts and legal grounds. What are the cost risks of bringing an action? Can attorneys work on success fees? Civil litigation in Norway operates on a “loser pays” system. In fact, should the class fail to prevail, the class representative is responsible for the court costs, and prevailing party attorney’s fees provided that the court decides that the costs have been necessary compared to the importance of the case. Therefore, the court has discretion over the dollar amount of adverse attorney fees and court costs awarded. As such, the adverse costs for the losing party maybe a small percentage of the actual costs. Attorneys are prohibited from representing parties on a contingency only basis. However, attorneys can contract to receive a bonus should they represent the prevailing party. Are proceedings public or confidential? Is there a discovery proceeding? Court proceedings are open to the public, and the docket is available to the public. Pleadings are available to the public by request, although exceptions can be made subject to the court discretion. There is no U.S.-style pre-trial discovery mechanism. Specific requests for production, if the evidence is reasonably accurately identified, are permissible once a proceeding has commenced. Is there a specialized investor protection law? No. But the Securities Trading Act includes provisions on market abuse and prospectus rules.41 [41] See https://www.finanstilsynet.no/globalassets/laws-and-regulations/laws/securities-trading-act.pdf [email protected] 22 +1 (786) 235-5000

PEOPLE'S REPUBLIC OF CHINA Are there collective actions, such as opt-out actions or other actions with representative aspects? Chinese-style securities collective actions require the procedural prerequisite of a prior criminal judgement or administrative sanction by the relevant regulators in order for litigants to bring a private right of action. The Supreme People's Court (SPC) Second Circular has stated that “the litigation form for securities civil action can be individual action or joint action, and it is not appropriate to use the form of class action.” Pursuant to Civil Procedure Law of the People's Republic of China (Revised in 2017) (hereinafter “CPL”), there are three types of collective actions; joint actions, representative actions, and public interest actions. Pursuant to Article 52 of the CPL a joint action is possible when two or more plaintiff’s share similar claims. Representative actions are similar to joint actions. However, in accordance with Article 53 of the CPL the number of plaintiff’s must be large, which usually equates to ten or more plaintiffs. Under Article 54 of CPL, the members of the group must register with the SPC within a restricted period (no less than 30 days) following the institution of the action. This procedure is referred to as “registration by public announcement.” Moreover, “judgments or rulings rendered by a people's court shall be binding on all the claimants who have registered with the court. Such judgments or rulings shall apply to claimants who have not registered with the court but who institute actions during the limitation period.” Conversely, when a case is filed pursuant to Article 55 of CPL, the number of claimants is not yet known. Article 55 of the CPL is utilized for public interest actions. As such, proceedings maybe initiated only if the defendant’s violative conduct harm the legitimate rights or interests of consumers at large. However, historically public interest actions have been utilized only in cases related to environmental protection or consumer rights protection. Chinese-style collective actions follow an “opt-in” procedure. Under the “registration by public announcement” procedure the prospective member of the action must register its rights with the court. If a prospective plaintiff does not want to participate in the action it must waive its substantive rights and claims against the named defendant. Moreover, the members of the joint and representative actions are required to participate in the litigation. What are the cost risks of bringing an action? Can attorneys work on success fees? Each party has to bear its own litigation costs, inclusive of attorney’s fees. Although not codified, there is an understanding that common litigation costs will be divided amongst the members of the group. Filings fees are subject to a loser pays provision. However, the loser pays provision does not apply to attorney fees in most cases. However, in cases involving public interest a prevailing plaintiff may request reasonable attorney’s fees and other legal costs. Pursuant to Chinese law, success fees or contingency fee arrangements are not permitted in joint or representative actions where the number of litigants on either opposing side is greater than 10. Are proceedings public or confidential? Is there a discovery proceeding? Proceedings are generally public in China. Moreover, the court issues a registration by public announcement. As such, proceedings are not confidential. There is no discovery mechanism in China. However, a party must provide evidence in support of their allegations. As such, and pursuant to Article 64 of the CPL when a party is unable to collect evidence for reasons, “beyond their control, or where the people's court deems that the evidence is necessary for the trial of the case, the people's court shall investigate and collect the evidence.” Is there a specialized investor protection law? No. There is no specialized investor protection law in China. +1 (786) 235-5000 [email protected] 23

PORTUGAL Are there collective actions, such as opt-out actions or other actions with representative aspects? Collective actions are codified under Portuguese law. Moreover, although infrequent, securities class actions are permitted. For example, one such class action occurred in 2016, against the Bank of Portugal related to the collapse of Banco Espírito Santo. The members of the class include all claimants holding the same interests claimed in the action. Similarly situated prospective claimants who do not affirmatively “opt-out” are deemed to have “opted-in.” As such, final judgments or settlements will bind all potential claimants except for those claimants who have formally opted out. Additionally, collective actions can also be brought by representative bodies such as associations or foundations that are duty incorporated. What are the cost risks of bringing an action? Can attorneys work on success fees? Class actions differ from most litigation in that the court does not mandate a filing fee or court fee for the claimants in class actions, unless the allegations are grossly unfounded. Moreover, if the claimant loses, the claimant will pay reduced court fees that are statutorily capped.42 Additionally, the prevailing party can recover a portion of its attorney’s fees. However, the amount of the recoverable attorney fees is limited. Attorneys are prohibited from working on a success fee or contingency fee only basis. However, it is permissible for the attorney to work on hybrid model of billable hours and part success fee. Are proceedings public or confidential? Is there a discovery proceeding? Court hearings must be held public except where the disclosure would be harmful.43 Exemptions from public proceedings may be made if a court determines that the proceedings would be harmful if open to the public. There are no specific discovery provisions related to securities collective action proceedings. As such, there is no pretrial discovery mechanism in Portugal. Nevertheless, pursuant to The Code of Civil Procedure Law No. 41/2013, there is a discovery mechanism during the litigation phase. However, the requesting party must identify the document from producing party.44 Is there a specialized investor protection law? Yes, the Portuguese Securities Code. [42] Decreto Lei No. 34/2008 of February 26, 2008, Article 454. [email protected] [43] Article 163 Code of Civil Procedure Law No. 41/2013 [44] Article 429 24 +1 (786) 235-5000

REPUBLIC OF CHINA (TAIWAN) Are there collective actions, such as opt-out actions or other actions with representative aspects? A securities class action system is still being developed in Taiwan. Currently, only the Securities and Futures Investors Protection Center (SFIPC) may initiate class actions upon request of at least 20 investors on an opt-in basis.45 The SFIPC serves as a representative during the proceeding. As a consequence, the parties seeking compensation have no active role in the proceeding, because it is the SFIPC that takes action. Due to several factors, however, the effective participation in this system is very limited. Case notices are only submitted in Chinese. In addition to that, deadlines are very short (usually less than two weeks), making involvement in these actions burdensome for international investors. Furthermore, all filings have to be made by a local representative in Chinese, which means incurring additional costs. What are the cost risks of bringing an action? Can attorneys work on success fees? The Taiwan Code for Civil Procedure (TCCP) states that the litigation fees should be paid by the party, which initiates the litigation in advance.46 As class actions in Taiwan are currently restricted to SFIPC actions, special rules apply by which the court costs are capped for such proceedings. Finally, the loser has to pay all fees. Attorneys’ fees in Taiwan are based on an agreement between the attorney and his clients. Mainly there are two options for calculating attorneys’ fees. One is an hourly rate and the other is charging a fixed sum for the handling of the case, depending on its complexity. Attorneys may also agree with their clients upon a fee, determined by a certain percentage of the total sum awarded by the court upon winning the case. Hence, attorneys can work on success fees; however, fees are capped at 10% of the case’s total value. Are proceedings public or confidential? Is there a discovery proceeding? In Taiwan, proceedings are generally public. Discovery proceedings do not exist in Taiwan. Is there a specialized investor protection law? Yes, the Securities Investors and Futures Traders Protection Act. [45] The Securities Investors and Futures Traders Protection Act (2002) Article 28. [email protected] 25 [46] The Taiwan Code for Civil Procedure, Article 94-1. +1 (786) 235-5000

REPUBLIC OF KOREA Are there collective actions, such as opt-out actions or other actions with representative aspects? The Securities Class Action Act permits class actions for claims involving; 1) insufficient disclosures in registration statements, periodic reports, and prospectuses; 2) market fraud such as market manipulation, and insider trading; and 3) external auditors for improper auditing. The court will only grant an application for a class action subject to a minimum of fifty members of the class that collectively held 0.01% of the total outstanding shares of the defendant company. Once the class action is approved by the court, it must notify the class members about the action and advise the members that they have a right to opt-out. The lead plaintiff is designated by the court following an application. However, a lead plaintiff shall not serve as lead plaintiff more than three times in the last three years. What are the cost risks of bringing an action? Can attorneys work on success fees? There are no enumerated rules regarding costs. When the court renders its judgement, it will also decide which party bares the costs. However, usually the courts follow the principal of losing party pays the prevailing party’s costs. Additionally, contingency fee or success fee arrangements are permitted. Are proceedings public or confidential? Is there a discovery proceeding? Court proceedings are public. Pre-trial discovery does not exist, and discovery during the trial is limited. However, a court may order the production of documents upon request of the litigants in exceptional cases.47 Is there a specialized investor protection law? Yes. There are provisions within Financial Investment Services and Capital Market Act that focus on investor protection. [47] Ibid. at Article 32. [email protected] 26 +1 (786) 235-5000

RUSSIAN FEDERATION Are there collective actions, such as opt-out actions or other actions with representative aspects? Effective in October 2019, the Russian Federation will allow individuals or entities with similar claims to file a lawsuit. The group must have at least 20 plaintiffs and one representative will be selected. The claim information must be published in the media, making others aware by opting-in. What are the cost risks of bringing an action? Can attorneys work on success fees? The losing party usually has to pay for the costs of the winning party, provided that they are reasonable. Whether the costs of the class action are reasonable or not is determined by the court. Contingency fees are not specifically prohibited in Russia; however, such fee arrangements are not generally legally enforceable. Thus, if a client refuses to pay, an attorney may be left with nothing despite a successful resolution of the case. Are proceedings public or confidential? Is there a discovery proceeding? Proceedings in Russia are open to the public. There is no pre-trial discovery proceeding in Russia. In addition, neither Russian legislation nor Russian court practice contains any procedure similar to what is known as discovery in the United States. Is there a specialized investor protection law? Yes, the Investor Protection Act 1999, which grants foreign investors the same rights that domestic investors enjoy. +1 (786) 235-5000 [email protected] 27

SOUTH AFRICA Are there collective actions, such as opt-out actions or other actions with representative aspects? The new South African Constitution of 1996, in its article 38.c, gives individuals and legal persons the right to file a class action. Originally, these were only filed in connection with violations of constitutional rights, however, in Children’s Resource Centre Trust and Others v Pioneer Foods (Pty) Ltd and Others of 2012, the South African Supreme Court expanded their availability to all kinds of civil cases, potentially including securities claims. Nonetheless, South African courts will only authorize the case to be tried as a class action if such mechanism is the most effective way to adjudicate the controversy. Class actions in South Africa differ from the U.S. model and there is still no law that regulates their procedure. Rather, courts have slowly laid down the guiding factors, adopting a piecemeal approach. In the case of Nkala and others v. Harmony Gold Mining Co Ltd and others of 2016, the competent court first determined the liability of the defendants, applicable to all members of the class (similar to an opt-out), but then proceeded to evaluate the damages suffered by each individual plaintiff. What are the cost risks of bringing an action? Can attorneys work on success fees? Even though court fees in South Africa are minimal, because of the “loser pays” rule, entities acting as plaintiffs might have to post an appropriate security bond. The adverse party cost risk is limited as the attorney’s fees are set by statute.48 Costs are usually awarded in a joint and several basis, but there are currently no rules on how to allocate costs among class members. Lawyers may not work exclusively under contingency, although they may enter into “no win-no pay” arrangements and even though success bonuses are allowed, total compensation cannot, in any case, surpass 25% of the gross amount recovered.49 Third-party funders who are not retained as lawyers are not subject to these restrictions and can, consequently, agree on a pure contingency fee. Are proceedings public or confidential? Is there a discovery proceeding? South Africa upholds the principle of open justice, which means that trials are public and can even be broadcasted. In addition, court documents are available to the public as soon as they are filed and although a party may request for certain documents to be sealed, the other party may oppose such request. Fortunately, passive members of a class action face no publicity risk, since they are not named in the complaint. Furthermore, discovery, which remains much less comprehensive than in the United States, only requires the named parties to make voluntary offers of all relevant documentation.50 Is there a specialized investor protection law? No. The South African Companies Act of 2008 (“the Companies Act”), only contemplates, in its Article 104, prospectus liability for untrue statements. False statements or omissions in prospectuses can result in either criminal or civil liability. However, as there is no private right of action attached to the violation of the Companies Act, shareholders are left to resort to common law or tort law in order to recover losses due to a director’s negligence or intentional acts. [48] See Rules regulating the conduct of the proceedings of the several provincial and local divisions of the High Court of South Africa (Rules of procedure SA). Rule 67 et seq. [49] Contingency fee act, 1997 paragraph 2(2), further clarified by Masango and Another v Road Accident Fund and Others (2012/21359) [2016], paragraph 22 et seq. [50] Rules of procedure, rule 35 et seq. 28 +1 (786) 235-5000 [email protected]

SPAIN Are there collective actions, such as opt-out actions or other actions with representative aspects? There are no class actions in Spain. Groups of individuals can file a joint action in matters involving consumer rights or antitrust violations or they can be represented by a consumer association, but in all cases, their identity will be known to public. These actions can claim both liability and damages51. Representation for passive claimants is not possible, but the court can order a public announcement regarding the existence of the action, allowing more claimants to join without the proceedings being stayed.52 If the extent of potential claimants is known or can be determined, it is the duty of the existing claimants to notify those other potential claimants.53 If the potential claimants are unknown, the proceedings will be suspended for two months beginning with the court’s announcement of the action. After those two months, no new claimants may join the proceedings. What are the cost risks of bringing an action? Can attorneys work on success fees? Spain employs the “loser pays” rule. Thus, the losing party is generally liable for the successful party’s costs54; however, attorneys’ fees are not generally awarded in the amount that the successful party actually paid. Instead, the Spanish bar association suggests criteria which judges use to determine the lawyers’ fees in a particular case. Specifically, courts will analyze the claim, including the amount in dispute, and the amount and quality of the work the winning attorney actually did. The court is free to consider other factors as well. Spanish lawyers are allowed to work on a success fee basis.55 Are proceedings public or confidential? Is there a discovery proceeding? Court hearings are in theory open to the public, but in practice are usually restricted to people connected to the proceeding (parties, witnesses, experts, etc.) due to the size of the courtrooms. Case dockets are not open to the public. There is no discovery procedure in Spain. Courts can order the production of specific documents, but only when one party has requested the document and proven the document’s relevance and that it cannot obtain the document but by court order.56 When the court orders the document to be produced, the producing party does not provide the document to the other party, but instead to the court itself. Is there a specialized investor protection law? No, as the Securities Market Law (Ley del Mercado de Valores) does not specifically protect investors relying on a company’s disclosure. [51] Articles 74-80 of Act 1/2000 of 7 January on Civil Procedure (Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil) (hereinafter Civil Procedure Act). [52] Article 11 of the Civil Procedure Act. [53] Article 15 of the Civil Procedure Act. [54] Article 394 of the Civil Procedure Act. [55] The Ruling of the Supreme Court, appeal No. 5837/2005 (November 4, 2008). [56] Article 328 of the Civil Procedure Act. +1 (786) 235-5000 [email protected] 29

SWEDEN Are there collective actions, such as opt-out actions or other actions with representative aspects? All civil actions are permitted as real opt-out class actions under the Swedish Group Proceedings Act. The Group Proceedings Act came into effect in 2003. It provides that any claim can be brought as a class action when a class proceeding is the most suitable to handle the case. The class action is brought in the name of a representative claimant, who can be either an individual or legal person, a public authority, or a non-profit organization.57 There is also the possibility of group actions and representative actions of other sort (consumer rights, etc.). Class judgements can deal with both liability and damages. Class actions have been seldom used and the extant examples show that the proceeding can be protracted due to class certification issues and the relative inexperience of Swedish courts. What are the cost risks of bringing an action? Can attorneys work on success fees? There are very low filing fees and the loser has to pay the costs of the opposing party. Since the class members are not a party to the lawsuit, they are not responsible for the costs.58 Although there are exceptions, costs never exceed the sum arising from the lawsuit. As far as class actions are concerned, litigation funding and success fees are allowed in Sweden, but the court has to approve them beforehand.59 If the court approves such an agreement made between the attorney and his client, the fees can be paid out from the amount recovered by the group as a result of the lawsuit. Are proceedings public or confidential? Is there a discovery proceeding? As a basic principle, both hearings and dockets are public in Sweden. The court can order the disclosure of specific documents at the request of either party of the proceeding. Generally, pre-trial discovery, especially witness depositions, are not permitted under Swedish law. Is there a specialized investor protection law? No and investor class actions generally need to prove a wrongful act, instead of merely a negligent act, in order to proceed. The willful violation of the regulations promulgated by the Swedish Financial Supervisory Authority may constitute said wrongful act, but no clear guidance exists. [57] The Group Proceedings Act (May 30, 2002) §§4-8. [email protected] [58] Ibid. at §33. [59] Ibid. at §38. 30 +1 (786) 235-5000

SWITZERLAND Are there collective actions, such as opt-out actions or other actions with representative aspects? There is no class action system in Switzerland like there is in the United States; however, there are several group litigation mechanisms. One example is a shareholder group litigation proceeding based on the “constitutive action” (Gestaltungsklage) recognized under Swiss law for status questions, such as paternity or marital status.60 This principle has been adapted to corporate law, allowing shareholders to sue the company on behalf of itself and all shareholders.61 The resulting judgment will be binding not only to the plaintiff itself, but to other shareholder.62 However, it has not been used in the context of a securities class actions. Another well-known mechanism is the association suit, where an association pursues the financial interests of its members.63 These suits are, however, strictly limited to the area of challenging administrative actions.64 Therefore, they are not an option for investors. What are the cost risks of bringing an action? Can attorneys work on success fees? The fee amount depends on the money involved and the time spent. The losing party has to pay the winning party’s attorneys’ fees as well as the court fees. Contingency fees are not permitted under Swiss law. The fees that attorneys are allowed to charge are usually governed by the applicable bar association.65 Are proceedings public or confidential? Is there a discovery proceeding? Generally, proceedings are public in Switzerland. However, public interest in commercial cases is usually limited and briefs and documents filed by the parties and the court's deliberations are kept confidential. A court order determines which party has the burden of proof. According to that, the parties present their exhibits during the main hearing in order to enable the court to form an opinion, but there is no discovery proceeding. Is there a specialized investor protection law? Yes. The Collective Investment Schemes Act (Kollektivanlagengesetz) and its related ordinance Collective Investment Schemes Ordinance (Kollektivanlagenverordnung). [60] Article 127 of the Federal Code of Civil Procedure (FCCP). [61] See Code of Obligations, arts. 754-60. [62] See Code of Obligations, art. 706(5). [63] Bundesgesetz gegen den unlauteren Wettbewerb of Dec. 19, 1986, SR 241 [Unfair Competition Act], art. 10(2)(b). [64] Bundesgesetz über das Verwaltungsverfahren of Dec. 20, 1968, SR 172.021, art. 48(a); Bundesgesetz über die Organisation der Bundesrechtspflege of Dec. 16, 1943, SR 173.110, art. 103(a). [65] See, e.g., Verordnung über die Anwaltsgebühren of Jun. 10, 1987, ON 215.3, §2 (Canton of Zurich); Dekret über die Anwaltsgebühren of Nov. 6, 1973, BSG 168.81, art. 10 (Canton of Bern). +1 (786) 235-5000 [email protected] 31

UNITED KINGDOM Are there collective actions, such as opt-out actions or other actions with representative aspects? While the United Kingdom relies on an opt-in system, it still offers a collective mechanism known as a Group Litigation Order (GLO). It provides for the case management (by the same court and usually by the same judge) of a number of similar claims that “give rise to common or related issues of fact or law.”66 It should be noted that the GLO mechanism is not regarded as representative litigation, as it covers all individual claims that have been brought, even though individual test or lead cases may be selected for decision-making in advance of other cases within the group. In England and Wales, claims may also be asserted in representative actions where one representative acts on behalf of a class of individuals pursuant to rule 19.6 of the Civil Procedure Rules (CPR) of England and Wales. Under Rule 16.9 of the CPR, it is a requirement that the representative share the “same interests” with those whom they represent in the lawsuit. Due to the restrictive interpretation of this requirement the mechanism is not used frequently. In Scotland, the Civil Litigation (Expenses and Group Proceedings) Act 2018, enacted a new “group procedure” that includes both opt-in and opt-out processes. The new opt-out processes will permit actions on behalf of all claimants domiciled in Scotland (who do not proactively opt-out) and (b) and claimants outside Scotland who proactively choose to opt-in. Finally, the Consumer Rights Act 2015 created a UK-wide regime allowing competition law claims to be brought on behalf of a class in the Competition Appeal Tribunal, a specialist court. This regime only applies to claims for damages (or an injunction) of UK or EU prohibitions against anti-competitive agreements. The Competition Appeal Tribunal may make a collective proceedings order on an opt-in or opt-out basis. What are the cost risks of bringing an action? Can attorneys work on success fees? The rule regarding costs of litigation is that the loser pays. Adverse party costs can be exceptionally high (several million pounds); however, special After the Event (ATE) insurance is available that covers such a contingency. A success fee basis in litigation in England and Wales can only be achieved by third-party litigation funding. Attorneys are allowed to work on a success fee/contingency fee, whereby they receive an uplift to their hourly rate in case of a successful outcome of the litigation.67 Since the beginning of April 2013, these attorneys are also allowed to recover fees from the damages being awarded to their clients. Are proceedings public or confidential? Is there a discovery proceeding? Although most court hearings are public, litigation in the United Kingdom is private and court files and pleadings are usually not open to the public. There is no discovery proceeding as comprehensive as in the U.S. system, but there is limited document disclosure and the potential witness examinations. Is there a specialized investor protection law? Yes, the Financial Services and Markets Act 2000, particularly section 90 (prospectus liability) and section 90A (liability of issuers [66] Civil Procedure Rules, Part 19.10 et seq. [email protected] [67] Courts and Legal Services Act 1990 §58, and Legal Aid, Sentencing and Punishment of Offenders Act 2012 §44. 32 +1 (786) 235-5000

UNITED STATES Are there collective actions, such as opt-out actions or other actions with representative aspects? The United States has perhaps the most robust class action regime in the world, which is an opt-out system. As such, a decision or settlement in the action is binding on all members of the class certified by the court, unless the said class members specifically “opt-out” of the action.68 Furthermore, the court will appoint a “lead plaintiff”. The lead plaintiff conducts the proceeding on behalf of all class members. The lead plaintiff is typically the member of the class who is most capable of representing the interests of all class members. Generally, this would be an institutional plaintiff who “has the largest financial interest in the relief sought by the class”69; thus, will ensure that the action is conducted in the most professional and effective way. Rule 23 of the Federal Rules of Civil Procedure outlines the procedure of filing and managing a class action in federal court. Generally, a class will be certified under Rule 23 if (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law and fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; (4) the representative parties will fairly and adequately protect the interest of the class; and (5) prosecuting separate actions would create a risk of inconsistent judgments or prejudice to other individual class members’ rights; class-wide relief is appropriate, or the common questions of law and fact predominate over any individual interests.70 What are the cost risks of bringing an action? Can attorneys work on success fees? Each party must bear its own legal fees and court costs. However, in contrast to most other countries and absent abuse, the United States does not mandate that the losing party pay the prevailing parties legal fees or court costs. Attorneys in the United States typically work pursuant to a contingency fee agreement or on a success fee basis. Moreover, most law firms finance the action so that there are no economic risks for the claimants. Furthermore, since 2003, attorneys’ fees in class actions have been subject to court discretion.71 As such, the court has the ultimate authority to determine if the success fees are a “reasonable percentage of the amount of any damages and prejudgment interest actually paid to the class.” Therefore, courts will police and prevent excessive or ill-proportioned success fees. Are proceedings public or confidential? Is there a discovery proceeding? Most, if not all hearings are public. All court filings are publicly accessible. However, all evidence or documents exchanged between the parties during the pre-trial discovery remain confidential until trial, which – statistically – is very unlikely (roughly, only 2% of filed cases make it to trial in the United States). However, the parties can file for protective orders. During pre-trial discovery, litigants are required to disclose information and documentation related to the case and identify witnesses. The Federal Rules of Civil Procedure as well as prevailing case law guarantee the effectiveness of this right. Is there a specialized investor protection law? Yes, for federal cases, mainly the Securities Act of 1933 and the Securities Exchange Act of 1934. [68] Fed. R. Civ. P. 23(c)(3). [69] 15 U.S.C. §78u-4(a)(3)(B)(iii)(I)(bb). [70] Fed. R. Civ. P. 23(a)-(b). [71] Fed R. Civ. P. 23(h). +1 (786) 235-5000 [email protected] 33

COMPLETED CASES DRRT provides services for clients with collective assets under management of over USD 12 trillion including the leading global asset managers, insurance and reinsurance companies, sovereign wealth funds, pension funds, and mutual funds. For well-over a decade, DRRT has assisted the world’s leading institutional investors with the protection of their assets, and represented them in their efforts to receive fair compensation for fraud and violations of company transparency, and improvements in corporate governance at public companies in order to prevent future shareholder misrepresentation situations. In doing so, we have achieved some remarkable settlements for clients. Ageas S.A./N.V. (f/k/a Fortis S.A./N.V. & Fortis N.V.) - Netherlands €1.3 billion settlement in 2016 Stichting Investor Claims Against Fortis (“SICAF“) reached an agreement with Ageas NV/SA (“Ageas“) pursuant to which Ageas will pay an amount of EUR 1.2 billion to eligible shareholders covered by the settlement. This is the largest settlement of investor claims in Europe so far. SICAF represents over 150 institutional investors from various parts of the world (U.S., Canada, U.K., Continental Europe, Asia) on whose behalf two separate court actions were filed against Ageas and other defendants in Utrecht between 2011 and 2012 seeking damages on their investments in Fortis shares in the period from May 2007 to October 2008. The active involvement of the litigating institutions in the Dutch court and the involvement of the Foundation in a leading role in the Dutch litigation since 2011 contributed significantly to this historic settlement. Gildan Activewear Inc. - Canada $22.5 million class action settlement in 2010 Gildan Activewear Inc. (“Gildan“) materially increased its stock price due to issuance of misleading earnings guidance for the fiscal year 2008, misleading statements that its Dominican Republic manufacturing facility was operating at a comparable scale of production to its more mature Honduras manufacturing facility, and the failure to make timely disclosure of alleged adverse events affecting the productivity of its Dominican Republic textile manufacturing facility. Based on this, Gildan’s shares rose to over CAD 46 per share. Following Gildan’s announcement on April 29, 2008 reducing its fiscal 2008 earnings guidance, Gildan’s stock price fell 30%. This case represents a successful selection of the most appropriate forum for litigating shareholder claims under this circumstance. Olympus Corporation - Japan ¥11 billion settlement in 2015 In 2013, DRRT reached a JPY 11 billion settlement for the benefit of its group of investor clients, which was not official until signed by Olympus on March 27, 2015, putting an end to litigation commenced in 2012 over the consequences of the accounting fraud committed by the company in the years before. This settlement ended a long settlement agreement drafting process following the early, pre-judgment mediation and preliminary settlement in October 2013. DRRT, in cooperation with its Japanese local counsel, has spearheaded this unique Japanese group litigation and broken new ground in Japanese securities litigation which resulted in the biggest settlement of its kind in Japanese history. The settlement resulted in an earlier payment to clients compared to other settlements and clients have remained anonymous, while investors of other groups have been made public. +1 (786) 235-5000 [email protected] 35

COMPLETED CASES Royal Bank of Scotland Group plc - United Kingdom £800 million settlement in 2016 DRRT reached a GBP 800 million settlement with Royal Bank of Scotland plc (“RBS“) in the case arising from the April 2008 rights issue on behalf of over 300 institutional investors from all over the world. The RBS settlement represents a significant step for investor loss recovery efforts in Europe. Not only is it the second largest settlement of its kind in European history, following the March 2016 Fortis/Ageas settlement, it also ranks among the top 15 settlements in the history of global shareholder litigation. This resolution provides a remarkable recovery per share, rarely seen in group or class action settlements of its kind and size, and a mutually desirable end to expensive and complex litigation. Royal Dutch Shell plc - Netherlands $381 million Dutch settlement in April 2007 On April 11, 2007, Royal Dutch Shell plc signed a settlement agreement to compensate non-U.S. investors for the damages caused by various false statements of the company, relating primarily to its proved oil reserves from 1999 to 2003. The settlement agreement provides relief in the amount of USD 352.6 million, and an additional sum of USD 28.4 million was available to align the relief under the non-U.S. settlement agreement with the funds under the U.S. settlement. Royal Dutch Shell furthermore agreed to pay interest as per April 1, 2008. On May 29, 2009, the Dutch Court of Appeals declared the settlement binding on all members and represented investors and a payout of the funds took place mid- 2011. DRRT was instrumental in negotiating this Dutch foundation settlement for the entire non-U.S. class and brought in over 25% of all participants in the foundation at a time when the non-U.S. investors were facing dismissal from the U.S. class action for lack of jurisdiction. The result was the first “class-action-type “settlement in securities litigation matters in Europe under the then fairly new WCAM statute. US Opt-Out Cases US Lead Plaintiff Cases American International Group, Inc. General Motors Corp. Bank of America Corporation Merck & Co., Inc. (Vytorin) Citigroup, Inc. Royal Ahold, N.V. Merck & Co., Inc. (Vioxx) Petróleo Brasileiro S.A. 36 +1 (786) 235-5000 [email protected]

SIGNIFICANT ONGOING CASES Daimler AG - Germany Representing 100+ institutional investors seeking over €1 billion in damages related to cheating on emission tests for diesel engines and engagement in cartel. On September 18, 2015, the Volkswagen manipulation scandal was revealed. As a response, Daimler’s CEO, Dieter Zetsche called a press conference on September 26 on which he categorically denied any emission manipulation, assuring investors that he was personally involved in all development projects. This explicit denial was included in Daimler’s 2015 Annual Report. Less than a month later, on July 21, 2017, Der Spiegel revealed that various German car manufacturers had been acting in concert since 1996 to suppress competition, gain and keep market share and increase their own profits. According to the European Competition Authorities, the cartel had agreed since 2006 on the reduction of the AdBlue (Urea) tanks used to control NOx emissions, and on the software designed to cheat emission tests (defeat devices). Danske Bank A/S - Denmark Representing 200+ institutional investors seeking over $1 billion in damages related to money laundering scandals. Danske is currently embroiled in one of the largest money-laundering scandals the world has ever seen. The scandal centers on Danske’s Estonia branch and its suspicious nonresident transactions which included transactions by customers from Russia, Azerbaijan, Ukraine, and other ex-Soviet states. For years, Danske said nothing publicly about the issue and even misrepresented the extent of its participation in the money laundering scheme. This was done while Danske repeatedly promoted its anti-money laundering policies and practices to the public. On February 27, 2018, several reports emerged indicating that Danske’s upper management had engaged in a cover-up of the scheme as it continued to grow its non-resident portfolio. Mitsubishi Motors Corporation - Japan Representing 125+ institutional investors claiming over $200 million in damages in connection with emissions manipulation. On April 20, 2016, Mitsubishi President Tetsuro Aikawa admitted to the public that the Company has been cheating Japanese emissions tests since at least June 2013. In the aftermath of the scandal becoming public, the Company’s investors lost more than 50 percent of the value of their investment with its market capitalization declining by JPY 435 billion (USD 4.1 billion). In the press release of April 20, 2016, Mitsubishi disclosed that since 2013, about 625,000 vehicles were improperly tested. On April 26th, Mitsubishi vice president Ryugo Nakao admitted that the company’s “improper testing” - which gave more favorable results for its vehicles - has been going on for around 25 years. Petróleo Brasileiro S.A. – Petrobras - Brazil Representing 90+ institutional investors claiming over $660 million in damages related to the bribery scandal. Petrobras, one of the largest oil and gas companies in the world and formerly the largest corporation in Brazil in terms of revenue, has been involved in a major corruption and bribery scandal since 2014, affecting the correctness of its financial statements and public filings for at least the past 6 years. The disclosures of the extent of the bribes and corruption and their impact on the financial condition of the company have causes its U.S. as well as Brazilian equity securities (common and preferred) to lose over 72% since the scandal became public. Moreover, Petrobras violated its representations to its shareholders concerning its self-imposed Code of Ethics covering anti-corruption and anti-bribery practices. +1 (786) 235-5000 [email protected] 37

SIGNIFICANT ONGOING CASES Toshiba Corporation - Japan Representing 120+ institutional investors claiming over $600 million in damages resulting from an accounting fraud. Toshiba engaged in years of organized, top-down accounting fraud of an extent of over USD 1.2 billion going back to at least 2008 and continuing until it was caught in Q2/2015. On July 20, 2015, an independent investigation committee disclosed that Toshiba had overstated its operating profits by USD 1.22 bn. The report further confirmed that the fraud inside of Toshiba was organized and mostly coming from the lack or delay in reporting substantial losses connected to its infrastructure, semiconductor, personal computer and television business divisions. On December 7, 2015, Japan’s Financial Services Agency (FSA) recommended a fine of JPY 7.37 billion (USD 60 million) for Toshiba’s accounting-related violations, a record in Japan. The activities of the Japanese FSA further underscore the gravity of the accounting fraud at Toshiba and leave no doubt of its liability also for resulting investor losses. Vivendi S.A. - France Representing 100+ international institutional investors with collective damages exceeding €1 billion related to falsifying its financial statements. From at least 1998 through mid-2002, Vivendi engaged in a scheme to artificially inflate its share prices by materially and fraudulently misstating its financial results as well as its debt and liquidity situation. This rendered Vivendi’s financial statements and balance sheets published in its Annual Reports for all years between 1999 and 2001 materially false and misleading. Only shortly after the ouster of Vivendi’s then-CEO Jean-Marie Messier on July 3, 2002, did Vivendi disclose that, following an acquisition spree directed by Messier, Vivendi had amassed approximately USD 18 million in debt and was consequently facing a severe liquidity crisis. Volkswagen AG - Germany Representing 350+ institutional investors claiming over €5 billion in damages in connection with “Dieselgate”. On Friday, September 18, 2015, the U.S. Environment Protection Agency (“EPA”) issued a notice of violation of the Clean Air Act against Volkswagen AG (“VW”) and other affiliates, resulting in a potential fine of up to USD 18 billion (USD 37,500 per vehicle and infraction, covering 482,000 vehicles in the United States). Only two days later, on Sunday, September 20, 2015, VW admitted to installing a so-called “defeat device software” in various 2.0 liter diesel engine models, which dramatically reduces the nitrogen oxide (NOx) emissions of diesel cars during the testing, thereby distorting the outcome of official emission tests. On Tuesday, September 22, 2015, VW admitted that 11 million diesel-powered vehicles were affected worldwide. 38 +1 (786) 235-5000 [email protected]

DRRT - WHO WE ARE AND WHAT WE DO DRRT is an international law firm and market leader in the client- oriented global loss recovery industry. DRRT focuses on the recovery of losses resulting from misstatements, misrepresentations or fraud by public companies and engages in securities litigation, arbitration and other alternative dispute resolution methods around the world. DRRT’s team of multinational attorneys and financial analysts has been pioneering global shareholder protection, specifically investor loss recovery and corporate governance improvements. DRRT is known for exploring new jurisdictions and developing creative approaches to obtain what matters most to DRRT’s clients: fair compensation for investment losses stemming from a company’s violations of disclosure obligations and transparency rules, as well as corporate governance improvements to protect assets in the future. DRRT offers completely risk-free and fully funded representation around the world and has been involved in many multi-billion dollar lawsuits in the United States, Canada, Europe and Asia, recovering billions of US dollars for investors, against companies such as The Royal Bank of Scotland Group plc, Ageas S.A./N.V. (f/k/a Fortis S.A./N.V. & Fortis N.V.), Enron Corporation, Sky Deutschland AG/Premiere AG, Hypo Real Estate Holding AG, Bank of America Corporation, Olympus Corporation, Merck & Co., Inc., Vivendi S.A., Royal Ahold, N.V., Royal Dutch Shell plc, AOL Time Warner, Inc., General Motors Corporation, Lehman Brothers Holdings, Inc., Bernard L. Madoff Investment Securities LLC, Petroleo Brasileiro S.A., Volkswagen AG, Toshiba Corporation and Mitsubishi Motors. DRRT’s institutional claims filing team offers first-in-class service and state-of-the-art technical setup to recover the maximum amount possible for its clients. With offices in Miami, Frankfurt, London and Paris, DRRT’s multilingual team is uniquely equipped to service institutional investors around the world. Asset and investment managers, mutual fund companies, insurance and reinsurance companies, sovereign wealth funds and other institutional investors with collective assets under management of over USD 12 trillion have entrusted DRRT with the monitoring, claims filing and handling of international securities litigations. Disclaimer: The information provided on this pamphlet does not, and is not intended to, constitute legal advice nor the formation of a lawyer or attorney client relationship; instead, all information, content, and materials are for general informational purposes only. We recommend to consult a lawyer for case-specific legal advice. While we strive to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness or accuracy with respect to the content reflecting the comprehensive status of the law or legal developments. +1 (786) 235-5000 [email protected] 39

DRRT USA DRRT GERMANY DRRT UK DRRT FRANCE 340 West Flagler St., Neue Mainzer Strasse 75 18 King William Street 27 avenue de l’Opéra 2nd Floor 60311 Frankfurt a. M. EC4N 7BP London 75001 Paris Miami, FL 33130 + 49 (69) 153-258-962 +44 (20) 3984-6479 +33 (1) 70.38.52.82 +1 (786) 235-5000 [email protected] [email protected] [email protected] [email protected]