Trian Sends Letter to DuPont Holders, Files Definitive Proxy Statement for Annual Meeting

Trian Fund Management, L.P., one of the largest stockholders of E. I. du Pont de Nemours and Company

, which currently beneficially owns approximately 24.6 million DuPont shares valued at approximately $1.8 billion, today filed a definitive proxy statement with the Securities and Exchange Commission for the election of Nelson Peltz, John H. Myers, Arthur B. Winkleblack and Robert J. Zatta to DuPont's Board of Directors at the Annual Meeting of Stockholders on May 13, 2015. Trian also today released "Meet Trian's Nominees," videos which introduce Trian's four highly qualified director candidates and highlight their decades of relevant experience and track records of stockholder value creation that would benefit DuPont. The videos also detail how Trian works collaboratively with boards and management teams, and why that makes a difference for stockholders. The nominees discuss their view that DuPont must improve operating performance, increase accountability to stockholders, tie pay directly to performance, and be more transparent, among other topics. Trian is also today mailing a letter to DuPont stockholders. Trian's letter to stockholders and the "Meet Trian's Nominees" videos can be found at: www.DuPontCanBeGreat.com. The letter follows: March 25, 2015 Dear Fellow Stockholder: At DuPont's Annual Meeting on May 13, 2015, we will all have an opportunity to make DuPont great again by electing Trian's four highly qualified and experienced director nominees to the DuPont Board. As one of DuPont's largest stockholders with an approximately $1.8 billion ownership position, our interests are directly aligned with yours. If elected to the DuPont Board, our nominees pledge to provide the ownership mentality and oversight necessary to improve DuPont's performance and increase stockholder value. We urge you to protect the value of your investment and help return DuPont to its former greatness by voting the enclosed GOLD proxy card today to elect Nelson Peltz, John H. Myers, Arthur B. Winkleblack, and Robert J. Zatta. You can hear them discuss their decades of relevant experience and what they would bring to the DuPont Board at www.DuPontCanBeGreat.com. TRIAN BRINGS AN OWNERSHIP MENTALITY TO THE BOARDROOM Trian's collaborative strategy is to buy large stakes in high-quality but underperforming public companies and then work with management teams and boards to improve operating performance and drive earnings growth. We have served effectively and constructively on more than a dozen other public company boards.^1 We invested in DuPont in 2013 because we firmly believe opportunities exist to create significant additional value for stockholders by making DuPont best-in-class in every aspect of its business – operations, research and development, capital allocation, and corporate governance. Despite the company's rhetoric, DuPont has continued to underperform and has repeatedly failed to achieve its promised revenue and earnings targets. It is simply not acceptable that earnings in each of 2012, 2013, 2014 and, according to DuPont's own guidance, 2015, will all be below earnings in 2011.^2 Had management met its previously announced financial targets since 2011, EPS would be 51% higher than it was in 2014. We believe DuPont will continue to fail to achieve its own long-term targets of 7% revenue growth and 12% EPS growth. With continuing disappointing results, it is time for change on the Board of DuPont. Trian's core competency is our ability to be a catalyst for significant operating improvements and increased stockholder value at the companies in which we invest. If elected to the DuPont Board, the Trian nominees will seek to work constructively with the other Board members and management to, among other things, assess corporate structure, determine why many of DuPont's businesses underperform their competitors, eliminate excess corporate costs and bureaucracy, improve capital allocation, enhance overall accountability and improve corporate governance, including aligning compensation with performance. Despite what DuPont says, Trian is open-minded regarding corporate structure and committed to keeping the DuPont balance sheet investment grade. While DuPont would have you believe that Trian is advocating a "high-risk plan," the truth is that we have a track record of long-term value creation and are seeking to work closely with the Board and management to help make DuPont great again. Our sole focus is increasing DuPont's long-term value for the benefit of all stockholders. TRIAN'S DIRECTOR NOMINEES WILL "RAISE THE BAR" FOR BOARD AND MANAGEMENT PERFORMANCE As our 40-plus year track record demonstrates, Trian directors succeed because of our deep operational experience, our focus on enhancing stockholder value, and our success in cutting through management rhetoric and ensuring clear financial, strategic and operational analysis in the boardroom. Today, outside directors of public companies, particularly at large conglomerates like DuPont, do not typically have the resources to drill down fully on all aspects of the business. Without dedicated staff, directors are dependent on management to tell them what is happening and why. This creates a situation where management has an information advantage over the board. As a result, board meetings are often "show and tell" sessions that can lead to poor decisions rather than an informed and robust debate that results in development of value-maximizing strategic, operational, and financial plans. Why, for example, did the DuPont Board approve the dilutive acquisition of Danisco in 2011 and allow management to sell Performance Coatings too cheaply to private equity buyers in 2013?^3 The facts are disturbing. In 2011, DuPont paid 12.2x EBITDA for Danisco, but growth and margins have since gone down substantially. In 2013, DuPont sold Performance Coatings for approximately $4 billion of net proceeds. Today, Performance Coatings (renamed Axalta) has a nearly $10 billion enterprise value -- meaning that DuPont transferred nearly $6 billion of wealth^4 from stockholders to the new private equity owners of Performance Coatings. Trian principals improve the effectiveness of the boards on which they serve and the oversight of management by asking the right questions and increasing the quality of the information received by all directors. When a Trian principal joins a board, our full resources are mobilized. We have industry and functional specialists who support our directors. Our team provides our directors with a complete summary analysis of the voluminous information provided to the board and supplements this information with independent research and analysis. Our team members also develop in-depth information-sharing relationships at many levels within the company. The Trian process eliminates management's information advantage and ensures that the boardroom becomes a place of constructive debate. This helps "raise the bar" for other board members and management. The improvements in the companies in which we invest, driven by our analytical process in the boardroom, benefit all stockholders. Stockholders receive these benefits for free. The cost is borne by Trian – not the company. But don't just take our word for it. We encourage you to review the comments of directors who have served on boards with us, which are available at www.DuPontCanBeGreat.com. TRIAN HAS A SUBSTANTIAL ECONOMIC INTEREST IN DUPONT AND OUR INTERESTS ARE DIRECTLY ALIGNED WITH YOURS We believe every company's success depends on meaningful input from its owners. Trian's significant investment in DuPont aligns our goals with other stockholders. In contrast, DuPont's current independent directors do not have a significant ownership interest in DuPont. Collectively, these independent directors beneficially own approximately $19 million of DuPont shares.^5 In sharp contrast, Trian beneficially owns over 90 times as much stock as all of the independent members of the Board combined. Furthermore, after we released our Letter to the Board/Summary White Paper last September, and DuPont's share price moved over $70 per share, CEO Ellen Kullman exercised a large quantity of stock options granted to her by DuPont. Some of her options were exercised more than two years before they were to expire in February 2017. In total, since Trian first invested in DuPont, she has sold over $80 million ($49 million net)^6 worth of stock at prices of $72 and below. According to the Wall Street Journal, corporate-pay experts characterized such sales as "rare" and an InsiderScore.com report said it "raised red flags and sent a negative value message."^7 We believe management is awarded long-term incentives to ensure an alignment of interests with stockholders. The intention is not for management to sell prematurely as Ms. Kullman did. In our view, these sales reveal her lack of confidence in the future value of DuPont stock. In particular, from our perspective, it is disturbing that she did not appear to believe that DuPont stock would reach a value of more than $72 per share by February 2017. We have a clear economic incentive to increase stockholder value and a substantial financial stake in the outcome of the Board's decisions. The choice you face is simple: Who will best represent your interests and protect and enhance stockholder value? A business that operates without owner involvement is missing a critical element for success – the necessary checks and balances to provide effective oversight of management. A recent letter we received from Ellen Kullman and DuPont's Lead Director, Alexander Cutler, suggests DuPont management prefers to run DuPont free from such stockholder involvement. This letter stated that "direct representation by a Trian principal" cannot serve the best interests of all stockholders. Without the presence in the boardroom of a significant stockholder, we believe the DuPont Board will continue to show deference to management rather than holding it accountable for its failure to improve DuPont's operating performance. An example of this deference is current management's plan to spend millions of dollars in stockholder funds in an attempt to keep our nominees off the Board rather than embracing the valuable input of a large stockholder and our slate of highly qualified director nominees. Instead of fighting with Trian, we believe management should have held on to its DuPont stock and focused all of its attention on making 2015 the first year in many years that DuPont achieves its publicly stated financial targets. It is also concerning that DuPont recently rejected our proposal to allow stockholders to vote for directors with a universal proxy card. Unlike a traditional proxy card, a universal proxy card would have included all candidates – both those nominated by Trian and those nominated by DuPont – and would have enabled stockholders to choose among all director candidates (rather than between two slates of candidates). DuPont's frustration of stockholder democracy through the rejection of a universal proxy card, a mechanism we believe represents best-in-class corporate governance, further underscores the need for truly independent directors at DuPont. TRIAN HAS ALREADY BEEN A CATALYST FOR POSITIVE CHANGE AT DUPONT: BUT THERE IS MUCH MORE TO BE DONE Trian already has been driving constructive and meaningful change at DuPont. Since we first invested in DuPont in March 2013, DuPont has announced positive actions such as the planned spin-off of Performance Chemicals (Chemours), the commitment to return more capital to stockholders, the Fresh Start cost-reduction initiatives, and the appointment of two new independent directors. But there is much more value to be created -- a vote for Trian's nominees is a vote for four highly qualified individuals who will work collaboratively with the Board to: * Assess the corporate structure and determine whether management is capable of achieving best-in-class revenue growth and margins with the existing portfolio or whether there is a need to separate the portfolio -- our nominees are open-minded as to the best path forward * Eliminate excess corporate costs and ensure that productivity initiatives hit the bottom line * Assess capital allocation including organic investments (e.g., research and development, capital expenditures, industrial biosciences initiatives), M&A, balance sheet efficiency and capital return policies (increasing dividends) * Improve corporate governance including increasing transparency of business performance, aligning compensation programs with performance, and fostering overall accountability for promised performance DUPONT'S RECENT SHARE PRICE HAS NOT BEEN DRIVEN BY FUNDAMENTALS We believe much of DuPont's share price appreciation over the last two years has not been driven by fundamentals. DuPont's stock price has risen approximately 48% since Trian's initial investment, yet EPS is below 2011 levels. In addition, since January 1, 2009 (when Ellen Kullman became CEO), DuPont's two largest one-day stock price increases on a percentage basis relative to the S&P 500 occurred on July 17, 2013, the day CNBC first reported Trian had invested in DuPont, and on September 17, 2014, the day we publicly released a letter to the DuPont Board outlining proposed strategic and operating initiatives. Our nominees have a proven track record of value creation and relevant operating expertise. If elected to the Board, we will seek to work constructively with management and the other directors to increase stockholder value. PROTECT AND ENHANCE YOUR INVESTMENT – VOTE GOLD TODAY If you agree with us that this election is about ensuring the Board is comprised of directors who will represent the best interests of stockholders – and determining who is most qualified to make DuPont great again – then please vote today FOR Trian's four highly qualified nominees: Nelson Peltz, John H. Myers, Arthur B. Winkleblack and Robert J. Zatta. More information about Trian and our director nominees can be found on our website at: www.DuPontCanBeGreat.com. You may vote by telephone, Internet or by signing, dating and returning the GOLD proxy card in the postage-paid envelope provided. Your vote is extremely important. Please discard any white proxy cards you have received from DuPont. If you have already returned a white proxy card, you can change your vote simply by signing, dating and returning a GOLD proxy card today. Only your latest dated proxy card will be counted. We look forward to moving past this election and working constructively with members of management and the Board to continue to effect positive change at DuPont for the benefit of all stockholders. We greatly appreciate the support that we have received so far and we urge all stockholders to vote for our nominees on the GOLD proxy card so that together we can make DuPont great again. Sincerely, Nelson Peltz Peter May Ed Garden Founding Partner & Founding Partner & Founding Partner & Chief Executive President Chief Investment Officer Officer