Opinion

G I B Or D UNN Gibson, Dunn & Crutcher LLP

Now Yor NY 10166-0193

Tel 212.351.4000

www. gibsondunn.com

; Td, eee ee th Jefferson E. Bell

Bo Direct: +4 212.351.2395

July 15, 2026 At re nd kK AP se i), JBell@gibsondunn com

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The Honorable P. Kevin Castel Wf ; “fe pe

United States District Court for the Southern District of New’Y ork ° ,

500 Pearl Street

New York, NY 10007-1312

Re: California State Teachers’ Retirement System v. UBS AG et al., 13-cv-2811 (PKC)

(S.D.N.Y.)

Dear Judge Castel:

We represent defendant UBS AG (“UBS”) and write, together with Plaintiff California

State Teachers’ Retirement System (“Plaintiff”), to inform the Court that UBS and Plaintiff

(the “Parties”) have reached a settlement in principle that will resolve all outstanding claims

against UBS in the above-referenced action. On July 15, 2026, the Parties executed a binding

settlement term sheet (“Term Sheet”), which they are working on converting to a stipulation

and agreement of settlement (“Settlement Agreement”). (Accordingly, pursuant to Rule 1(C)

of the Court’s Individual Practices in Civil Cases, the Parties have conferred and jointly request

that all litigation proceedings and deadlines between UBS and Plaintiff, including the July 17,

2026 deadline for UBS to move to dismiss the Fifth Amended Complaint, Dkt. 661 at 3, be

temporarily stayed pending the Parties’ execution of the Settlement Agreement, and resolution

of Plaintiff's forthcoming motion for preliminary approval of their settlement with UBS.

There are no upcoming conferences scheduled. }

UBS and The Royal Bank of Scotland plc (n/k/a NatWest Markets plc) had previously

moved for a stay of discovery, pending resolution of Defendants’ motion to dismiss, Dkt. 665,

which the Court provisionally granted, Dkt. 672. UBS has not otherwise sought an extension

or adjournment of the schedule, Dkt. 611, or the motion to dismiss briefing schedule, Dkt. 661

at 3.

A stay of all proceedings as to UBS is appropriate here, where the Parties have

evidenced their intent to be bound by the terms of the settlement Term Sheet and

corresponding, forthcoming Settlement Agreement. Critically, neither UBS nor Plaintiff has

made “an express reservation of the right not to be bound” by the executed Term Sheet. HVN

Clothing, Inc. v. Lomeway E-Com. (Lux.) Ltd., 636 F. Supp. 3d 451, 456 (S.D.N.Y. 2022),

judgment entered sub nom. HVN Clothing, Inc. v. Lomeway E-com. (Lux.) Ltd., 2022 WL

16737095 (S.D.N.Y. Nov. 7, 2022) (quoting Winston v. Mediafare Ent. Corp., 777 F.2d 78,

80 (2d Cir. 1985)). On the contrary, the Parties agree that the Term Sheet—a written and

executed document—is binding and contains the material provisions of the soon-to-be

executed Settlement Agreement. See id. (where “the terms of the alleged contract have been

agreed upon” it supports parties’ intent to be bound). The Parties have engaged in “partial

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The Honorable P. Kevin Castel

July 15, 2026

Page 2

performance of the contract,” id., including through communicating the settlement to this

Court. See Jackson v. N.Y.C. Dep’t of Educ., 2012 WL 1986593, at *3 (S.D.N.Y. June 4,

2012). That the Parties reached the terms of this Term Sheet that will be reflected in the

forthcoming Settlement Agreement in the course of a mediation session before the Hon.

Edward A. Infante (Ret.) is further evidence of the Parties’ intent to be bound by it. See Rivera

v. Crabby Shack, LLC, 2019 WL 8631861, at *2 (E.D.N.Y. May 2, 2019) (“The Agreement

was executed by counsel during the course of a mediation presided over by a court-appointed

mediator; the formality of these circumstances supports the inference that the Mediation

Agreement was not a tentative or preliminary draft.”’).

As such, it is proper for this Court to exercise its discretion to grant a stay of all

proceedings and deadlines as to UBS. The settlement in principle encompasses Plaintiff s

claims here such that proceeding further “would cause the parties to expend considerable [and

unnecessary] resources,” and cut against judicial economy. Albert v. Blue Diamond Growers,

232 F. Supp. 3d 509, 513 (S.D.N.Y. 2017). See also Exp.-Imp. Bank of Republic of China y.

Cent. Bank of Liber., 2017 WL 6398726, at *1-2 (S.D.N.Y. Dec. 13, 2017) (noting that the

Second Circuit stayed parties’ appeal in light of a “proposed settlement agreement” and

collecting cases on this Circuit’s strong judicial policy in favor of facilitating settlements).

Counsel for UBS and Plaintiff are available to address any questions the Court may

have.

Respectfully submitted,

/s/ Jefferson E. Bell

Jefferson E. Bell

CC: Counsel of Record (via ECF)