100 Day Post-Merger Integration Plan

1. 100 Day Post-Merger Integration Plan

2. Agenda The purpose of today’s meeting is to secure GAI’s commitment to the proposed XYZ/ABC integration initiative. • Where Are We Today? • Where Do We Want To Go? • How & When Will We Get There?

3. XYZ’s competitive position relative to emerging success factors: Enhanced via ABC? • Cross-divisional integration to capture economies of scale & scope Weak Average Strong • Value-added suppliers / manufacturing partners Independent, highly fragmented organizations • Improved quality while decreasing manufacturing costs Brands slowly migrating to larger shared supplier base • Customer-centric brand portfolio management Some quality concerns, compared to best-in-class • Frequent model introductions • Increased sales & distribution channels, CRM strategies Limited presence in EM’s, initial CRM efforts positive Balanced portfolio of well regarded, premium brands Time-to-market generally on pace with competition Where are we today? XYZ Must Position Itself For Future Success 6 Factors Shaping Future Success In The Automobile Industry XYZ Current State

4. Market-Based Synergies Operations- Based Synergies 100 Day Focus • Focus will be on achieving “quick-hits” (purchasing, cash mgmt, headcount reduction identification) • Create formal structure to unlock long-term benefits Where do we want to go? XYZ’s Challenge: Unlock $1.2B (NPV) In Synergies True Blue identified dozens of revenue enhancement and cost savings opportunities, of which $1.2 billion are readily quantifiable. TOTAL VALUE OF XYZ/ABC SYNERGIES

5. Risks Risks Assessment Acquisition Will Require Risk Mitigation Market Risks • Loss of customer focus • SUV market growth • Dealer resistance • ABC brand dilution Operational Risks Strategic Risks • Analyst acceptance of XYZ vision • XYZ/ABC vision not embraced • Strength of ABC leadership • Outdated ABC capabilities • Suppliers contract management • Capacity issues Organizational / Cultural • Retention of key management • Labor union resistance • Resistance to change

6. Objectives of Integration Model Value Realization Value Realization Market-Based Synergies Market-Based Synergies Operational Synergies Operational Synergies Enterprise Integration Steering Committee Enterprise Integration Steering Committee Integration Change Management Integration Change Management COMMUNICATION COMMUNICATION ORGANIZATION ORGANIZATION CULTURE CULTURE How do we get there? XYZ Enterprise Integration Model • Create cross-organizational hierarchy and clear lines of accountability by function • Enable dedicated teams of SMEs to execute critical integration activities • Ensure organizational focus on realizing XYZ/ABC synergies • Create structure that transcends XYZ/ABC deal as a platform for XYZ-wide change

7. Consultant Oversight Value Realization Value Realization Value Realization Value Realization Tom Brown, CEO Consultant Oversight CEO, ABC Stanley, Strategy Mary Jane, COO ABC, COO CEO, ABC Stanley, Strategy Chief of Staff, XYZ HR Director, ABC Market-Based Synergies Market-Based Synergies Operational Synergies Operational Synergies Market-Based Synergies Market-Based Synergies Operational Synergies Operational Synergies • Responsible for vision, direction and prioritization of all integration efforts Cultural Integration HR Enterprise Integration Steering Committee Enterprise Integration Steering Committee Enterprise Integration Steering Committee Enterprise Integration Steering Committee Communication Legal/Environ. Consultant Oversight Consultant Oversight • Accountable for integration facilitation & risk mitigation Mary Jane, COO Scott Bowman, Dir. Sales &Marketing VP Sales & Marketing, ABC Purchasing Manufacturing Brand Distribution Technology (R&D) Finance Enterprise Integration Steering Committee Enterprise Integration Steering Committee Enterprise Integration Steering Committee Research CRM Information Tech. Integration Change Management Integration Change Management Integration Change Management Integration Change Management • Responsible for realizing identified market-based synergies • Responsible for realizing identified operational synergies COMMUNICATION COMMUNICATION ORGANIZATION ORGANIZATION CULTURE CULTURE COMMUNICATION COMMUNICATION ORGANIZATION ORGANIZATION CULTURE CULTURE How do we get there? XYZ Enterprise Integration Model

8. COMMUNICATION ORGANIZATION CULTURE • Facilitate integration effectiveness with clear & continuous communication • Align organization to increase efficiencies and realize synergies • Minimize integration risks due to cultural differences GOAL: ACTIONS: Maximize stakeholder buy-in and involvement Set cross-organizational hierarchy between ABC and XYZ divisions Identify and develop retention strategy for key ABC and XYZ players Develop cultural transition strategy to manage and mitigate the culture shock Create compelling reasons for employees to embrace change Start XYZ and ABC team building right away to create “one firm” culture METRICS: • Monitor retention rates • Benchmark actual and forecasted ABC and XYZ organization rationalization • Deploy cultural progress surveys • Revalidate survey results with focus group workshops • Put extra emphasis on gathering informal feedback How do we get there? Change Management Initiatives Organize all stakeholders ASAP to announce details of integration strategy & plan Establish 2-way feedback protocol & mechanisms Launch communication campaign to minimize misinformation and misunderstanding Reports on the completion status to Enterprise Integration Steering Committee • Track stakeholder awareness of integration progress • Track and categorize employee complaints • Track stakeholder satisfaction

9. TO SEE THE REMAINING 25 PAGES, PURCHASE DOCUMENT FROM THE DOWNLOAD PAGE ($95)