Dear Fellow Shareholder, The Annual Meeting is just two days away and I thought you would find useful the following article from Fortune and blog post from Bill George, Professor at Harvard Business School and former CEO of Medtronic, which posted this morning with important perspective on DuPont. Also attached is a copy of a press release we issued earlier highlighting recent support from shareholders and other third parties. I am respectful of your time, but this is an important vote for the value of your investment in DuPont and this information provides essential, objective context. I hope we can count on your support. Sincerely, Ellen Kullman Chair of the Board and Chief Executive Officer In fight over DuPont, CEO Ellen Kullman can point to a stellar track record Fortune Magazine By Stephen Gandel 11 May 2015 DuPont CEO Ellen Kullman will be put to the test this week. The chemical giant’s proxy vote is scheduled for May 13. How shareholders will vote—either with DuPont or its rival, activist hedge fund Trian Fund Management—will come down to how well they believe DuPont has performed under Kullman, who got the job at the start of 2009. Trian is seeking four seats on DuPont’s board and, potentially, a break-up of the nearly 213-year-old company. Trian says DuPont under Kullman is stuck and that the company’s earnings and sales have been flat since 2011. But Trian has reached these conclusions by measuring apples to oranges. In the past few years, DuPont has been selling off companies—including its coatings business, among others—that were profitable but cyclical. In the long term, those sales should help DuPont’s bottom line. But in the short term, it means DuPont can no longer collect earnings from those businesses, which has put a dent in the company’s profits. Profits at DuPont have also suffered from a cyclical downturn in some of its chemical businesses, which are set to be spun off from the company later this year. But the fact that DuPont’s overall bottom line is relatively flat, despite those drags, means that its remaining businesses must be growing. And they have been. Kullman has focused on ridding DuPont of its slow-growth cyclical businesses, leaving it with high-profit operations that can still benefit from the company’s storied research and development teams. And her plan is working.

If you look at DuPont’s continuing businesses—not the ones it has gotten out of, or the ones it is spinning off—its operating earnings per share have grown by 19% a year on average since Kullman took over, according to the company. Ed Garden, chief investment officer at Trian, though, says that number is inflated, and not an accurate way to judge DuPont’s progress. DuPont has benefitted from the sales of its coatings business and others. It has reinvested the money it has generated from those sales into its remaining businesses. So, if you exclude the performance of those businesses, you also have to exclude the cash DuPont received from selling them, Garden argues. Trian says a better way to measure DuPont’s success or failure is by its cash flow, not its earnings. For instance, Trian argues, investors should really be looking at how much money DuPont has invested in its business and how much cash flow it has gotten back from those investments. The fund argues that DuPont should be getting at least an 8% return on its investment, which it says is DuPont’s so-called cost of capital, for any project to be worth it. Trian also says that the company’s return on invested capital has only been 5%. (Trian’s 8% cost of capital assumption may be too high, anyway. Earlier this year, the company was able to borrow $1 billion for six years in a bond deal at 3.6%.) Trian calculates its 5% return figure for DuPont by looking at the difference between the cash flow the chemical company generated in 2007, which was $4.2 billion, and comparing it to the cash flow DuPont generated last year, which was $5.3 billion. That figure is considered the additional cash flow the company has earned from what it has invested in its business over time. If you take that $1.1 billion, divide it by the $17.3 billion Trian says the company has invested in its business since 2007, and then adjust it for a 22% tax rate, you get a 5% return. But that’s a comparison between just two individual years of cash flow, 2007 and 2014, and not all the years in between. DuPont’s total earnings (for its existing businesses and the businesses it has sold off) have been up and down during that time. For example, if you compared 2007 to 2011, when DuPont had cash flow of $5.8 billion, you would get a much higher return on investment, something like 13% after taxes. What’s more, Trian’s return calculations assumes that if DuPont had never invested any of that $17.3 billion, its cash flow would have remained at a constant $4.2 billion per year. But it wouldn’t have. The cash flow probably would have shrunk. What’s more, Trian’s investment return analysis seems to miss a central point about DuPont. Trian’s biggest activist investing successes have been with food companies, like Kraft and Snapple. In those businesses, Trian’s return analysis may make sense. A company spends money to develop and market a new food product over one or two years, and then that product sells or doesn’t in the next year or two. In other words, those industries allow you to quickly assess if you are investments are paying off. DuPont doesn’t work like that. It’s a science-driven company focused on solving problems like world hunger and global warming with, for instance, drought-resistance seeds, which have been gaining market share from competitors but had to be developed over years. Research for such products can take years, sometimes decades, to pay off. Trian’s analysis, though, is strictly short-term focused, looking at one year’s investment to see if it produced cash flow in the next. Even if you were to put the broader issues aside, the best way to calculate DuPont’s return over time would not be the way Trian has done it. Instead, it would better to average the total excess cash flow DuPont has produced over the entire eight years between 2007 and 2014, and divide that figure by

DuPont’s average annual investment. If you do the calculation that way, DuPont’s average return on its investments during that time is just over 9%. And that’s if you start in 2007. Start at the end of 2008, when Kullman took the reins as CEO, and the return on investment you get during her tenure comes out to a whopping 17%, after taxes. What’s more, all of these numbers exclude DuPont’s seed business, which is its most profitable division. Trian conveniently left it out of its return equations. So, DuPont’s actual return on investment under Kullman is probably closer to 20% a year. Trian wants to paint Kullman’s tenure as DuPont’s CEO as a disappointment, but it’s been far from that. Even by the hedge fund’s own flawed analysis, DuPont under Kullman has been a profit machine. The DuPont Proxy Contest Is a Battle for the Soul of American Capitalism By Bill George 11 May 2015 The subtitle in Saturday's New York Times op-ed by Joe Nocera jumped off the page, "Why shareholder value has become a disaster for the country." Nocera was writing about the seminal proxy fight that will be settled on Wednesday, May 13, at DuPont's annual meeting. On one side is the DuPont board of directors, one of the most distinguished of any U.S. corporation, which recommends the re-election of its 12 members. On the other is the activist investor Trian Fund that proposes a new slate of directors, led by Trian CEO Nelson Peltz, to replace four current DuPont directors. The two strategies for the company could not be more different. The DuPont board proposes to complete the divestiture of its performance chemicals business into a new company, Chemours, and concentrate on its three high growth, high margin businesses: agriculture & nutrition, advanced materials and bio-based industrials, all anchored by DuPont's famed central research laboratories. Trian and Peltz, on the other hand, have contemplated separating DuPont into three companies and eliminating central research, which spends just $220 million per year (0.7% of sales). Outside activists play a useful role when they recommend transformation to poor management teams at under-performing companies. At DuPont, CEO Ellen Kullman is an outstanding executive running a high- performing company. Upon her election to CEO in 2009, she immediately began to streamline DuPont and transform it into a competitive chemicals company focusing on its high margin businesses. During her first six years, DuPont's stock rose 266% compared with 165% for the S&P 500. Kullman has positioned the company for sustainable growth and profitability while the market has recognized the progress. Where is the need for an activist in this equation? Trian's proxy attack is perplexing, yet is one of a number that activist investors have launched targeting healthy companies. In his recent forays, Peltz has been successful in taking over H.J. Heinz and splitting apart Kraft. Both efforts led to mediocre results and wound up with both companies being sold to Brazilian private equity fund 3G. Meanwhile activists have also attacked many of America's greatest companies, including Apple, Amgen, PepsiCo, Dow, Allergan, and Target. This can only make America's business focus even more short-term - damaging the country's long-term competitiveness.

Of great concern to me is that these activist pressures will result in significant reductions in long-term corporate performance. The playbook for many of these activists is to cut research, throttle back on new businesses, eliminate thousands of jobs, and leverage the balance sheet. These actions almost always improve the financial numbers in the next reporting period, but they weaken the long-term earning power of the company. Worse, they put the entire enterprise at risk when unpredicted events occur, such as the next economic downturn. As a professor at Harvard, I have been an outspoken advocate of creating sustainable shareholder value by balancing near-term performance with long-term investments. The right long-term investments drive future growth and profitability. While leading Medtronic, we transformed the company into the leading medical device company and grew the company's market capitalization from $1.1 billion to $110 billion today. I have no problem with activist investors that challenge poorly managed companies without viable long- term strategies. Rather, I am a critic of corporate boards and executives and activists who only focus on the short-term stock price. Recently, Larry Fink, CEO of Blackrock (the world's largest fund manager), wrote all 500 of the S&P 500 CEOs and urged them not to respond to these pressures for financial engineering and to continue to invest for their long-term futures. Wednesday's vote will be seminal in determining how aggressive activists will be in taking on major global corporations. Peltz and Trian have run a very effective proxy campaign for their nominees, using the media and working closely with many investors to persuade them to vote for their slate. This effort convinced both proxy advisory services, ISS and Glass-Lewis, to back all or part of its slate. DuPont, led by Kullman, has also worked extremely hard to tell its very positive story. CalPERS and the Canadian Proxy Fund recently endorsed management's efforts. The vote appears to be extremely close, with half of the shareholder votes still not in. Peltz has some investors asking, "What's the harm in electing Peltz to the DuPont board?" A great deal. Peltz's presence will not only disrupt DuPont's long-term strategy for sustainable success, it will signal "open season" to activists launching proxy fights. If DuPont gets broken up and its central research labs shut down, it will mark the loss of a national treasure, just as it did the demise of the famed Bell Labs. Beyond that, it will give momentum to the short-term shareholder activists. The DuPont proxy vote is a part of a battle for the soul of corporate America. The venerable Martin Lipton, quoted in Nocera's column, has it right: this form of shareholder value is "a disaster for the country."

Dear [Name] I wanted to personally thank you for all the time and attention you have invested in dialogue with us. DuPont’s Annual Meeting is just two days away and as you make this important decision I thought you would find useful three pieces of recent external commentary. Enclosed are an article from Fortune that posted this morning with important perspective on DuPont’s performance; a blog post from Bill George, Professor at Harvard Business School and former CEO of Medtronic; and a press release featuring commentary from other third parties on our performance. I am respectful of your time, but this is an important vote for the value of your investment in DuPont and this information provides essential, objective context. We share your high expectations of us as we move forward and I assure you that the entire Board and management team of DuPont, including our two newest directors with proven track records of aggressive change, will deliver. I hope we can count on your support. Sincerely, Ellen Kullman Chair of the Board and Chief Executive Officer

The DuPont Proxy Contest Is a Battle for the Soul of American Capitalism By Bill George 11 May 2015 The subtitle in Saturday's New York Times op-ed by Joe Nocera jumped off the page, "Why shareholder value has become a disaster for the country." Nocera was writing about the seminal proxy fight that will be settled on Wednesday, May 13, at DuPont's annual meeting. On one side is the DuPont board of directors, one of the most distinguished of any U.S. corporation, which recommends the re-election of its 12 members. On the other is the activist investor Trian Fund that proposes a new slate of directors, led by Trian CEO Nelson Peltz, to replace four current DuPont directors. The two strategies for the company could not be more different. The DuPont board proposes to complete the divestiture of its performance chemicals business into a new company, Chemours, and concentrate on its three high growth, high margin businesses: agriculture & nutrition, advanced materials and bio-based industrials, all anchored by DuPont's famed central research laboratories. Trian and Peltz, on the other hand, have contemplated separating DuPont into three companies and eliminating central research, which spends just $220 million per year (0.7% of sales). Outside activists play a useful role when they recommend transformation to poor management teams at under-performing companies. At DuPont, CEO Ellen Kullman is an outstanding executive running a high- performing company. Upon her election to CEO in 2009, she immediately began to streamline DuPont and transform it into a competitive chemicals company focusing on its high margin businesses. During her first six years, DuPont's stock rose 266% compared with 165% for the S&P 500. Kullman has positioned the company for sustainable growth and profitability while the market has recognized the progress. Where is the need for an activist in this equation? Trian's proxy attack is perplexing, yet is one of a number that activist investors have launched targeting healthy companies. In his recent forays, Peltz has been successful in taking over H.J. Heinz and splitting apart Kraft. Both efforts led to mediocre results and wound up with both companies being sold to Brazilian private equity fund 3G. Meanwhile activists have also attacked many of America's greatest companies, including Apple, Amgen, PepsiCo, Dow, Allergan, and Target. This can only make America's business focus even more short-term - damaging the country's long-term competitiveness. Of great concern to me is that these activist pressures will result in significant reductions in long-term corporate performance. The playbook for many of these activists is to cut research, throttle back on new businesses, eliminate thousands of jobs, and leverage the balance sheet. These actions almost always improve the financial numbers in the next reporting period, but they weaken the long-term earning power of the company. Worse, they put the entire enterprise at risk when unpredicted events occur, such as the next economic downturn. As a professor at Harvard, I have been an outspoken advocate of creating sustainable shareholder value by balancing near-term performance with long-term investments. The right long-term investments drive future growth and profitability. While leading Medtronic, we transformed the company into the leading medical device company and grew the company's market capitalization from $1.1 billion to $110 billion today.

I have no problem with activist investors that challenge poorly managed companies without viable long- term strategies. Rather, I am a critic of corporate boards and executives and activists who only focus on the short-term stock price. Recently, Larry Fink, CEO of Blackrock (the world's largest fund manager), wrote all 500 of the S&P 500 CEOs and urged them not to respond to these pressures for financial engineering and to continue to invest for their long-term futures. Wednesday's vote will be seminal in determining how aggressive activists will be in taking on major global corporations. Peltz and Trian have run a very effective proxy campaign for their nominees, using the media and working closely with many investors to persuade them to vote for their slate. This effort convinced both proxy advisory services, ISS and Glass-Lewis, to back all or part of its slate. DuPont, led by Kullman, has also worked extremely hard to tell its very positive story. CalPERS and the Canadian Proxy Fund recently endorsed management's efforts. The vote appears to be extremely close, with half of the shareholder votes still not in. Peltz has some investors asking, "What's the harm in electing Peltz to the DuPont board?" A great deal. Peltz's presence will not only disrupt DuPont's long-term strategy for sustainable success, it will signal "open season" to activists launching proxy fights. If DuPont gets broken up and its central research labs shut down, it will mark the loss of a national treasure, just as it did the demise of the famed Bell Labs. Beyond that, it will give momentum to the short-term shareholder activists. The DuPont proxy vote is a part of a battle for the soul of corporate America. The venerable Martin Lipton, quoted in Nocera's column, has it right: this form of shareholder value is "a disaster for the country."

Fortune In fight over DuPont, CEO Ellen Kullman can point to a stellar track record By Steve Gandel 11 May 2015 Despite what activist fund Trian would have shareholders believe, DuPont under Kullman has delivered impressive returns. DuPont CEO Ellen Kullman will be put to the test this week. The chemical giant’s proxy vote is scheduled for May 13. How shareholders will vote—either with DuPont or its rival, activist hedge fund Trian Fund Management—will come down to how well they believe DuPont has performed under Kullman, who got the job at the start of 2009. Trian is seeking four seats on DuPont’s board and, potentially, a break-up of the nearly 213-year-old company. Trian says DuPont under Kullman is stuck and that the company’s earnings and sales have been flat since 2011. But Trian has reached these conclusions by measuring apples to oranges. In the past few years, DuPont has been selling off companies—including its coatings business, among others—that were profitable but cyclical. In the long term, those sales should help DuPont’s bottom line. But in the short term, it means DuPont can no longer collect earnings from those businesses, which has put a dent in the company’s profits. Profits at DuPont have also suffered from a cyclical downturn in some of its chemical businesses, which are set to be spun off from the company later this year. But the fact that DuPont’s overall bottom line is relatively flat, despite those drags, means that its remaining businesses must be growing. And they have been. Kullman has focused on ridding DuPont of its slow-growth cyclical businesses, leaving it with high-profit operations that can still benefit from the company’s storied research and development teams. And her plan is working. If you look at DuPont’s continuing businesses—not the ones it has gotten out of, or the ones it is spinning off—its operating earnings per share have grown by 19% a year on average since Kullman took over, according to the company. Ed Garden, chief investment officer at Trian, though, says that number is inflated, and not an accurate way to judge DuPont’s progress. DuPont has benefitted from the sales of its coatings business and others. It has reinvested the money it has generated from those sales into its remaining businesses. So, if you exclude the performance of those businesses, you also have to exclude the cash DuPont received from selling them, Garden argues. Trian says a better way to measure DuPont’s success or failure is by its cash flow, not its earnings. For instance, Trian argues, investors should really be looking at how much money DuPont has invested in its business and how much cash flow it has gotten back from those investments. The fund argues that DuPont should be getting at least an 8% return on its investment, which it says is DuPont’s so-called cost of capital, for any project to be worth it. Trian also says that the company’s return on invested capital has only been 5%. (Trian’s 8% cost of capital assumption may be too high, anyway. Earlier this year, the company was able to borrow $1 billion for six years in a bond deal at 3.6%.) Trian calculates its 5% return figure for DuPont by looking at the difference between the cash flow the chemical company generated in 2007, which was $4.2 billion, and comparing it to the cash flow DuPont

generated last year, which was $5.3 billion. That figure is considered the additional cash flow the company has earned from what it has invested in its business over time. If you take that $1.1 billion, divide it by the $17.3 billion Trian says the company has invested in its business since 2007, and then adjust it for a 22% tax rate, you get a 5% return. But that’s a comparison between just two individual years of cash flow, 2007 and 2014, and not all the years in between. DuPont’s total earnings (for its existing businesses and the businesses it has sold off) have been up and down during that time. For example, if you compared 2007 to 2011, when DuPont had cash flow of $5.8 billion, you would get a much higher return on investment, something like 13% after taxes. What’s more, Trian’s return calculations assumes that if DuPont had never invested any of that $17.3 billion, its cash flow would have remained at a constant $4.2 billion per year. But it wouldn’t have. The cash flow probably would have shrunk. What’s more, Trian’s investment return analysis seems to miss a central point about DuPont. Trian’s biggest activist investing successes have been with food companies, like Kraft and Snapple. In those businesses, Trian’s return analysis may make sense. A company spends money to develop and market a new food product over one or two years, and then that product sells or doesn’t in the next year or two. In other words, those industries allow you to quickly assess if you are investments are paying off. DuPont doesn’t work like that. It’s a science-driven company focused on solving problems like world hunger and global warming with, for instance, drought-resistance seeds, which have been gaining market share from competitors but had to be developed over years. Research for such products can take years, sometimes decades, to pay off. Trian’s analysis, though, is strictly short-term focused, looking at one year’s investment to see if it produced cash flow in the next. Even if you were to put the broader issues aside, the best way to calculate DuPont’s return over time would not be the way Trian has done it. Instead, it would better to average the total excess cash flow DuPont has produced over the entire eight years between 2007 and 2014, and divide that figure by DuPont’s average annual investment. If you do the calculation that way, DuPont’s average return on its investments during that time is just over 9%. And that’s if you start in 2007. Start at the end of 2008, when Kullman took the reins as CEO, and the return on investment you get during her tenure comes out to a whopping 17%, after taxes. What’s more, all of these numbers exclude DuPont’s seed business, which is its most profitable division. Trian conveniently left it out of its return equations. So, DuPont’s actual return on investment under Kullman is probably closer to 20% a year. Trian wants to paint Kullman’s tenure as DuPont’s CEO as a disappointment, but it’s been far from that. Even by the hedge fund’s own flawed analysis, DuPont under Kullman has been a profit machine.