100 Day Post-Merger Integration Plan

Agenda Where Are We Today? Where Do We Want To Go? 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?

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

XYZ’s Challenge: Unlock $1.2B (NPV) In Synergies 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 Market-Based Synergies Operations- Based Synergies Create formal structure to unlock long-term benefits Focus will be on achieving “quick-hits” (purchasing, cash mgmt, headcount reduction identification) 100 Day Focus The ABC acquisition should be considered in the context of the forces driving success in the automotive industry and XYZ’s current position within it.

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Loss of customer focus SUV market growth Dealer resistance ABC brand dilution Risks Operational Risks Strategic Risks Outdated ABC capabilities Suppliers contract management Capacity issues Analyst acceptance of XYZ vision XYZ/ABC vision not embraced Strength of ABC leadership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

XYZ Enterprise Integration Model How do we get there? XYZ Enterprise Integration Model Integration Change Management Value Realization Operational Synergies COMMUNICATION ORGANIZATION CULTURE Market-Based Synergies Enterprise Integration Steering Committee Objectives of Integration Model Integration Change Management Value Realization Operational Synergies COMMUNICATION ORGANIZATION CULTURE Market-Based Synergies Enterprise Integration Steering Committee 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

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

Change Management Initiatives How do we get there? Change Management Initiatives GOAL: ACTIONS: METRICS: 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 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 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 Deploy cultural progress surveys Revalidate survey results with focus group workshops Put extra emphasis on gathering informal feedback 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 Monitor retention rates Benchmark actual and forecasted ABC and XYZ organization rationalization Reports on the completion status to Enterprise Integration Steering Committee The ABC acquisition should be considered in the context of the forces driving success in the automotive industry and XYZ’s current position within it. Track stakeholder awareness of integration progress Track and categorize employee complaints Track stakeholder satisfaction

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