Hearing Date: August 20, 2013 at 11:00 a.m. (Eastern Time) Objection Deadline: August 9, 2013 at 4:00 p.m.

(Eastern Time)

Name Address 1 Address 2 Telephone: Fax: Eastman Kodak Shareholder

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: EASTMAN KODAK COMPANY, et al., Debtors. ) ) ) ) ) )

Bankruptcy Case No. 12-10202

SHAREHOLDER OBJECTION TO DEBTORS FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION Dear Honorable Judge Allan Gropper, I respectfully request the court to deny confirmation of Debtors First Amended Joint Chapter 11 Plan of Reorganization (the Plan), because it is based on an inaccurate and unacceptable valuation analysis prepared by Lazard Frres & Co. LLC (Lazard), and to order an independent valuation of Reorganized (New) Kodak by a qualified security valuation expert before considering confirmation of the Plan. Lazards Valuation Analysis for the Reorganization Value of New Kodak 1. Lazard did not provide a proper valuation analysis in the Plan, except for an estimated range of $800 to $1,250M for the Enterprise Value of New Kodak, and based on this estimate a range of $208 to $658M total equity value. 2. On August 2, 2013, Lazard revised its valuation of New Kodak. In Docket Number 4567, Page 12, Lazard reported its final estimate of New Kodaks Enterprise Value in the range of $875M to $1.375B. 3. Lazard used two valuation methods: Discounted Cash Flow Analysis (DCF Analysis) and Comparable Company Analysis (CC Analysis); and gave 15% weight to the DCF Analysis and 85% weight to the CC Analysis. 4. To do the DCF Analysis, Lazard used New Kodaks 4 year (2014-2017) cash flow forecast and a 12.5% discount rate. 1

5. Lazard estimated that the DCF Analysis Enterprise Value of New Kodak is in the range from $2.144B to $2.880B with an average of $2.512B. 6. In the CC Analysis, Lazard used 13 companies grouped in 3 Tiers: Tier 1 - Agfa, Fuji; Tier 2 Heidelberger, Xeikon; Tier 3 - Bobst, Canon, Dainippon, EFI, HP, Konica Minolta, Ricoh, Xerox. 7. Lazard estimated EBITDA multiples for all of these companies for 2012, 2013 and 2014. 8. The two Tier 1 companies have an average EBITDA multiple of 4.7 for 2013 and 4.5 in 2014,. Lazard assigned a 50% weight to the Tier 1 companies. 9. The two Tier 2 companies have an average EBITDA multiple of 5.5 for 2013 and 4.9 in 2014,. Lazard assigned a 33.3% weight to the Tier 2 companies. 10. The nine Tier 3 companies have an average EBITDA multiple of 8.2 for 2013 and 6.8 in 2014,. Lazard assigned a 16.67% weight to the Tier 3 companies. 11. Using the above EBITDA multiples and the assigned weights, Lazard calculated an EBITDA multiple of 5.5 for 2013 and 5 for 2014 for New Kodak. 12. Using 5.5 and 5 EBITDA multiples, Lazard estimated that the CC Analysis Enterprise Value of New Kodak is in the range from $654M to $1.098B with an average of $875M. 13. Then, Lazard multiplied the CC Analysis Enterprise Value estimate above by 85% and the DCF Analysis estimate in (5) by 15% and obtained a weighted average range for the Enterprise Value of New Kodak from $875M to $1.375B with an average of $1.125B for 2013, and from $809M to $1.264M with an average of $1.037B. 14. Lazard decided to use the lower 2014 value, $1.037B, for the Enterprise Value and then calculated a $507 Equity Value for New Kodak or $12.16 per share with a total of 41.7 million shares. 16. Based on the above Valuation Analysis, Lazard concluded that the implied $498M Reorganization Value is close to the Fair Value Value of New Kodak, and Backstop Parties proposed Rights Offering of 34 million shares at $11.94 a share is a good and fair offer. Objections to Lazards Valuation Analysis 17. Lazards decision to weight the DCF Analysis estimate at 15% and the CC Analysis estimate at 85% is arbitrary and wrong. DCF Analysis should be given a higher weight, because any investor of New Kodak is more interested in the future cash flows of the company than the enterprise values of other similar looking companies that have different businesses in different industries and in different geographic locations, and that operate under different tax regimes and have different business growth profiles. 18. Lazards 4 year DCF Analysis is unacceptable. Lazard should have used at least a 5 year or preferably 10 year cash flow forecast for a proper DCF Analysis. Lazards excuse is that only a 4 year forecast is available in the Disclosure Statement is not acceptable. Lazard is Debtors financial advisor and can easily develop a longer term cash flow forecast for a proper DCF Analysis. 2

. 19. New Kodak is a fast growing company. It has a 63% annual cash flow growth in the 2014-2017 projection period. Therefore, its DCF Analysis estimate will naturally be higher with more years in the analysis. A 5 year DCF Analysis ( instead of 4 years) increases Lazards $2.5B Enterprise Value estimate by $1B to $3.5B. 20. Lazards CC Analysis is inaccurate, because it does not consider the earnings growth factor in the selection of companies for comparison with New Kodak. It is a well known fact that the market values higher growth companies with much higher EBITDA multiples. 21. Lazards CC Analysis assumes that a company that has flat earnings growth like Agfa or Xerox should have a similar EBITDA multiple with New Kodak that has 33% EBITDA growth and 63% cash flow growth during the four year period from 2014 to 2017. In fact, Lazards CC Analysis assumes a 25% weighting for Agfa only. 22, None of Lazards selected CC Analysis companies earnings growth rates come even close to the 33% earnings growth rate of New Kodak. 23. Electronics for Imaging (EFI) in Lazards list is a moderate growth US company and is comparable to New Kodak. The 5 Analysts following EFI forecast 6.9% revenue growth and 12.8% earnings growth in 2014. And the market values EFIs moderate growth with a 15 EBITDA multiple. However, Lazards CC Analysis assumes only a 1.8% weighting for EFI. EFIs 1.8% weighting should be equal to or higher than Agfas 25% weighting. 24. Based on EFIs market valuation, New Kodaks EBITDA multiple should be at least 15. 25. July 15, 2013 Lender Presentation shows that the Digital Printing Business of New Kodak will enjoy a 20.1% revenue growth and 54% EBITDA growth during the 2014-2017 period. 26. Lazard did not value New Kodaks high growth Digital Printing business properly. Lazards valuation of this business that has a 54% EBITDA growth with EBITDA multiple of 5 is wrong. 27. Lazards CC Analysis methodology is inaccurate, because it gives 50% weight to the two foreign companies in Tier 1 that follow non-US accounting standards and are not similar to New Kodak and have much lower EBITDA growth than New Kodak. In fact, Agfa has flat to negative growth and more than half of its business is in healthcare sector. Lazard should have included companies like EFI that have businesses and earnings growth rates similar to New Kodak. In addition, Lazard should have included at least four or five companies in Tier 1. 28. Lazards estimates of Agfas EBITDA multiples are wrong. For example, Agfas 2012 EBITDA multiple is 7 ($2.1B Enterprise Value divided by $297M EBITDA), not 5.2 as reported by Lazard. Due to Agfas 25% weighting in Lazards CC Analysis, this error alone reduces New Kodaks EBITDA multiple by 10% and its Enterprise Value by $90M. 29. Lazards CC Analysis is faulty, because it gives 33.3% weight to the two Tier 2 foreign companies that follow non-US accounting standards, and therefore are not directly comparable to New Kodak, and have lower earnings growth than New Kodak. 3

30. It is evident that Lazard selected the four foreign companies in Tier 1 and Tier 2 that have low earnings growth and EBITDA multiples less than 5 intentionally. Then, by assigning 83.3% weighting to these companies in their CC Analysis, Lazard estimated a very low 5 EBITDA multiple for New Kodak. 31. Lazards CC Analysis is inaccurate, because it is based on New Kodaks EBITDA in 2013, during which New Kodak did not exist and Kodak has been in bankruptcy for the first nine months, and in 2014, the first year after bankruptcy emergence and the first year of New Kodaks fast growing Digital Printing business. 32. Lazard is the financial advisor of Debtors, and surely they are aware of New Kodaks 33.3% overall earnings growth forecast and Digital Printing business 54% earnings growth forecast. It is evident that in its CC Analysis, Lazard intentionally selected the obviously lower 2013 and 2014 EBITDA estimates of New Kodak and then used a low 5 EBITDA multiple, which is calculated by intentionally assigning 83.3% weight to four low growth foreign companies with less than 5 EBITDA multiples. It is also evident that Lazard intentionally assigned 85% weight to this low, $875M, CC Analysis Enterprise Value estimate and only 15% to the much higher, $2.5B, DCF Analysis estimate to come up with the $1.037B Enterprise Value for New Kodak.

.>> Sign here