Support of Appraisal Rights

[as presented in October 2013 for consideration of Forum participants]

The Dell Valuation Trust has been organized to support independent investor interests in appraisal rights, and has initiated the proceedings for determination of intrinsic value with a petition filed on the effective date of the buyout transaction, October 29, 2013. Following is a summary of provisions for investor participation in the Trust, from an October 8, 2013 Forum Report:

► No need to file a petition, but free support to do so if investor wants identification

Investors that authorize Trust management of their appraisal rights investments will not have to file their own petitions or otherwise appear formally in the Delaware court. The Trust will be filing a single petition to establish its ability to represent the interests of all Trust participants, using one participant’s Dell stock that had been registered as directly owned prior to the record date so that there could be no possible challenge to the petitioner’s status.

Any investor that wants to file its own petition, however, whether for purposes of public identification in the court records or for any other reason, will be able to do so with Trust support. There will be no additional costs for this accommodation.

► No need to engage attorney, but optional provisions for representation

Trust management of an investor’s appraisal rights will include the legal services of Fish & Richardson to represent their interests in the Delaware court appraisal proceedings, and for all related requirements such as the engagement of experts. Since there will be no need for Trust participants to file their own separate petitions, there will be no need for them to engage separate legal representation to appear for them in court.

Though not necessary, the Trust welcomes investors to designate legal representatives who can guide them as well as the Trust in the progress of the appraisal proceeding. Qualified attorneys designated by participating investors may serve as either (a) co-counsel in the court proceedings or (b) members of the Review Panel committee described in the next section.

► Review Panel reporting, investor designation of members

Investor participants will be encouraged to propose members of a “Review Panel” committee to confer confidentially with counsel for the appraisal rights proceeding and provide public reports to Trust investors on developments and progress.

► Payment for eligibility certification refunded upon proceeding

To allow investors the flexibility of assuring access to Trust support of their appraisal rights before making final decisions about proceeding with the rights or withdrawing, the Trust requires a refundable cash payment for its review of the status of the rights and certification of eligibility for Trust management.

The base payment for an eligibility certification was established at one cent per share, subject to minimum amounts. This amount will remain effective until the end of this week, October 11. After that date, a supplemental charge of one-tenth of a cent ($0.001) per share will be added each calendar day, and an additional half cent per share will be added on the effective date of the merger.

The base penny-per-share payment will be fully refunded to the investor in cash 90 days after the investor makes the Trust responsible for managing the rights. The supplemental charges will not be refundable.

► Trust pays all costs of proceeding, no payments from investors

Investors will not be required to make any payments other than the refundable charge for eligibility certification. All costs of the appraisal proceeding, including the conventionally non-contingent costs of experts and court fees, will be paid by the Trust as part of its management responsibilities.

The only expense born by investors in Trust-managed appraisal rights will be accruals of the Trust management fees that are to be deducted from the proceeds when they are ultimately distributed, as described in the next section.

► Trust fees accrued and deducted from final distribution

The contractual Trust management fees to be deducted from final distributions of appraisal rights consist of a base charge of one cent per month per share (an annual rate of 0.87% based on the $13.75 per share offer price) starting on the effective date and a performance fee equal to 20% of the amount by which the total payment for appraisal rights exceeds the offer price plus the accrued base costs.

For simplified analysis, investors in Trust-managed appraisal rights will have no payment requirements and be entitled to a net distribution equal to

(a)  100% of the amount up to the original offer price with an effective net interest accrual equal to 4.13% (the statutory 5% less the 0.87% management fee accrual) over the Fed discount rate, and

(b)   80% of the “fair value” in excess of the offer price with interest at 5% (no adjustment for management fees) over the Fed discount rate.

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Inquiries about the Dell Valuation Trust can be addressed to dell-vt@shareholderforum.com, or to the Shareholder Forum at dell@shareholderforum.com.