Communications Team Kick-Off Meeting

Objectives Level-set on integration communication best practices Understand integration communication approaches and progress-to-date Define Charter and Operating Model for Communications Team Define a set of integration communication Guiding Principles Discuss major audience segments Discuss immediate communication needs Identify next steps

Communications Progress-to-Date Communication Team Charter Definition Agenda Welcome Objectives Pritchett Overview of approach Merger communications perspective Communications Progress-to-Date Communication Team Charter Definition Define Guiding Principles Audience Segmentation Key Communication Priorities Next Steps

Communications Process – Suggested Approach November December January Define Comm. Guiding Principles Build Audience Map & Plan Define Core Messages Build Ongoing Communications Process Communicate & Monitor Segment audiences Identify mechanisms & timing Identify messengers Formalize Team/ Charter - Members - Role - Objectives - Operating Model Set-Up Feedback Mechanisms Regular e-mail/ newsletter Leader packets SBU Leader involvement Employee Q&A Press releases/ external messages on progress Continue Post-Close Intranet Q&A e-mail 1.800.Line Employee round tables Measurement process Key Communication Priorities Address immediate internal communication needs - Company-wide status communication - Key messages Notes: Communications Team will include representatives from both organizations Approval process for communications plan, core messages, and each specific communication will be created

Plan messaging out to at least “Employee Day 45” Communication Plan Plan messaging out to at least “Employee Day 45” Pre-Close Employee Day 0 Employee Day 15 Employee Day 30 Employee Day 45 Ongoing Division GM and IMO Lead communicate with subsidiary CEO Division GM and IMO meet with subsidiary Executive Team about Integration process and timeline Division GM and IMO lead plan Employee Day 1 events and coordinate Functional leads Draft Supplier and Customer communications Welcoming letter goes out from CEO and Division GM to all subsidiary employees Talking Points for Day 1 event IMO shares high-level integration plan with subsidiary employees Division GM initiates communication of new management structure and reporting relationships Welcome Event conducted at other subsidiary locations (where applicable) Functional Leads and Division leadership confirm on-site schedule thru Day 45 Communicate employee feedback process (e.g., integration.com email address) Send Supplier and Customer communications Functional leads communicate regularly regarding integration progress, remaining deliverables IMO aggregates employee feedback and includes pertinent issues in IMO Executive readout Update HR FAQs Initiate planning for benefits transfer communications (if applicable) Functional leads communicate regarding integration progress, remaining key deliverables Update HR FAQs IMO aggregates employee feedback and includes pertinent issues in IMO Executive readout GM and/or IMO visits subsidiary to address outstanding issues IMO sends out employee survey to assess integration progress and employee satisfaction (recommended at Day 100 or after any reorg or reduction in force) IMO collects remaining CMP deliverables as part of End -State Tracking “

A Reminder: The Merger Challenge Three new, predictable dynamics at work Increased uncertainty and ambiguity Drop in trust level Self-preservation dominates

Counter Intuitive Moves “To Don’ts” “To Dos” STABILIZE BE FAIR FOCUS ON MORALE BUILD A COMMON CULTURE PROMISE BUSINESS AS USUAL CHANGE FAST MAKE THE HARD DECISIONS EARLY FOCUS ON BUSINESS BUILD ON CULTURAL STRENGTHS PROMISE CHANGE

PRITCHETT Point Of View: Common Communication Mistakes Playing ‘Carnac the Magnificent’ Sugar coating the truth Forgetting the “Me” Holding back the compliments Ignoring staggered experiences

(i.e., knowing all the answers about everything – even the future) Playing “Carnac the Magnificent” (i.e., knowing all the answers about everything – even the future) Things change too fast to make any promises at this point Better to position communications as “what we know now” with caveats The one thing you can promise is “change” Sometimes better to listen than struggle to provide answers Phrases to Live By “Our current thinking on that is this, but of course that could change at any time” “We are going to need a lot of people to help us figure that one out – as you can imagine there are a few alternatives each with its own set of unique challenges” “Unfortunately, we have many more questions than answers at this point. What I can do is tell you that when we know the path we are going to take we will communicate it with you”

Sugar Coating the Truth The first instinct is to try and inject calm or soothe the masses Better to be brutally honest and share a balanced view For almost everyone, this is a good news/bad news story Make an effort to exploit the instability as opposed to trying to remove it Phrases to Live By “I can not in good conscious stand here and tell you that no jobs will be eliminated. Instead, I will be honest and share with you what we know now…” “Even though an announcement like this creates a lot of uncertainty, it is an opportunity for all of us to begin building a new company”

The first word in Merger is “Me” Forgetting the “Me” The first word in Merger is “Me” Communicate from the individual’s point of view Separate benefits for the company and shareholders from the impact on individuals (e.g., “This is a great deal because of the synergies we expect” is not a terrific message) Phrases to Live By “While things may change, at the current time we plan no changes to you health coverage, vacation time, or commissions through the end of this year”

Holding Back the Compliments It is important to reinforce the positives about the other company Negative talk doesn’t do anyone any good Cultures are not good or bad – they just are Phrases to Live By “One of the major reasons we are doing this deal is because of the strengths that each firm brings to the table” “We should never catch ourselves asking which legacy firm is better than the other –instead we should ask ourselves, “what do we want our new company to be?”

Staggered Experiences Emotion Middle Management Executives Employees Time

Progress-to-Date What messages have been communicated internally and externally? What feedback have you received from any of your audiences? Who has been responsible for internal communications to date? Who are the messages from? What vehicles are available for communication? When was the last integration-related communication?

Communication Team Charter Charter Statement Draft: Serve as a resource internally and externally to ensure communications consistency during integration process. Membership Team members Identify additional team resources Role Overall team and individual members Objectives What is the desired outcome for our communication efforts? Operating Model Approval process Dependency on other integration teams Critical success factors/ risks

Communications Team Communications Team Communications Team Members Team leader Team members’ names Communications Team Considerations: Are these the right members for the team? Are there any other communications resources that need to be enlisted? Who can best serve as team coordinator?

RESPECT FOR LOCAL LANGUAGES Guiding Principles Framework to ensure clarity in decision-making and message creation. Assists in defining the philosophy for all integration communications. Example: RESPECT FOR LOCAL LANGUAGES We must respect the native languages of all of our employees - domestic or international - and ensure maximum comprehension of all messages. Therefore, all integration communication messages will be translated. Other example guiding principles: Prioritize content over gloss Don’t allow employees to hear it first from the outside Focus on the future Realize success breeds success Share the good with the bad (balance)

Audience Segmentation Stakeholders Objectives Message Vehicle How Often Responsibility Completed Segmentation objective: Segment audiences deep enough where messages are targeted and meaningful but not too deep where communications becomes highly inefficient. What are the key audience segments? What vehicles are the most effective per audience?

Key Communication Priorities Potential Topics for Integration Bulletins / Updates Strategic guidelines - what decisions have been made regarding the guiding philosophy or approach to the integration. Early wins - e.g., New customers won, events where the two organizations have worked together. “Getting to know you” articles, personal profiles of key people in both organizations and their roles. Communication about “me issues” - pension, severance, commissions. Positive customer reactions. Profiles of teams working on the integration. Next steps - continued information about the progress of the integration. General articles about change, mergers, acquisitions, etc. The importance of the role people are playing to maintain the business (whether or not they’re involved in the integration directly). “The Rumor Mill” - acknowledgment of specific rumors and an outline of the real facts. Product coverage. Glossary of terms - Acronyms. Success measures - show signs of progress. Evidence that things are happening - decisions that have been made.

Next Steps Draft copy of Charter and Guiding Principles and distribute to team members Complete Audience / Media Matrix Notify / Orient additional team members Begin creating core messages to support key communication priorities Generate ideas / resources for feedback mechanisms