THE 2005 ENERGY ROUNDTABLE Domestic and International Energy Acquisitions that Create Value

- 1 - Introduction Organizations developing energy companies through M&A need to heed the high failure rates  M&A deals in the energy sector have experienced high failure rates, particularly the international deals  The performance profile of which deals are succeeding and which are not is unique to the energy sector  There are important lessons to extract from past energy M&A activity to better ensure successful deals going forward

- 2 - Energy Deals Like industry in general, less than half major deals create shareholder value in excess of their respective industry index Source: SECOR M&A Database updated using Bloomberg

- 3 - Highest Failure Rates The highest failure rates in the energy sector have occurred in related diversification and international deals Source: SECOR M&A Database updated using Bloomberg

- 4 - North American International Deals The poor performance of North American led international deals is common to other sectors Source: SECOR M&A Database updated using Bloomberg, Dealogic, Bloomberg, Hoovers Rationale  NA acquirers tend to be more aggressive on price and less effective in execution  Most European acquirers have more international deal experience and manage culture issues more effectively

- 5 - Related Diversification Normally related diversification deals have higher success rates and better returns than consolidation, but not so in the energy sector Source: SECOR M&A Database updated using Bloomberg, Dealogic, Bloomberg, Hoovers *Estimate: based on weighted averages of US and Europe mix Rationale  In general, high acquisition premiums more than off-set one-time cost synergies in consolidating industries  Revenue synergies in related diversifications are “the gift that keeps on giving”, when real  By contrast, premiums in energy consolidation have been more modest  Synergies have not materialized in related energy deals

- 6 - Three imperatives determine successful deals 2. Organization and Culture Alignment Structure, process, Systems and culture Implications 1. Deal Logic Path to long-term strategic value 3. Implementation Management Accelerate transition and act on strategic potential

Deal Logic çCan the synergies be captured for shareholders Customers stand to benefit from combined offer Power Companies Gas Distributors Natural gas Related fin’l products Water supply Electricity Deal makers need to ensure that the logic cross-ocean and cross-sector deals is sound. For example, the multi-utility model has not yet proven itself.

- 8 - Strategy Business strategies Implementation plans Execution Integration focus tends to be on organisation structure. Failures are blamed on strategy execution or corporate culture Strategy, Structure and Culture Organisational Structure Reporting relationships Roles Competencies Typical focus Typical failures 2. Organisation & Culture Alignment Organisation Culture Values Work rituals Leadership Organisational Structure Reporting relationships Roles Competencies

In execution, the challenge is to sustain the focus Risks of Delay Typical Post-Acquisition Implementation Results (% of proposed value) Actions taken; synergies realized Actions ill- conceived, failed or deliberately abandoned Actions atrophied; Potential value ignored / forgotten In international and cross-sector deals, much of the potential value has not been addressed. Benefits of Early Action  Time value of financial results  Expectation of change, need for direction  Time value of enthusiasm for identified synergies

Summary As the industry continues to restructure, companies need to improve the performance for shareholders  Those participating in in-market consolidation need to take care not to pay for all the synergy potential in advance  Those building multi-business or multinational companies need to reconfirm the logic of these deals. Will these strategies create shareholder value? From where specifically will the value be derived?  There must be a clear link between the deal logic, the action plan and the post deal change program  Organisations must be self-critical: If they lack the experience, skills or track record of successful deal execution, they need to get help