Partnership for Central Europe Igor Chalupec, CEO PKN ORLEN S.A. Prague, 8 June, 2005
Conference agenda Governance model for UNIPETROL within PKN ORLEN Group Aspirations and value creation plan Partnership Program as the value creation mechanism Action plan for the first 100 days of integration 1
UNIPETROL and PKN ORLEN partnership for Central Europe 24 May, 2005 PKN ORLEN acquired : Acquisition of 62.99% shares in 62.99% shares in z Meetings of z UNIPETROL by PKN ORLEN UNIPETROL at statutory bodies of CZK 11 303.9…
Principles of the new governance model of UNIPETROL Group single company cooperating with PKN ORLEN z Single management team with common objectives and shared P&L Single company responsibility, constituting the Management Board of…
New governance model of UNIPETROL Group SIMPLIFIED Board of Directors of UNIPETROL CEO Refining Petrochem. Chemicals Retail Refining Petro- Chemical Retail CIO companies chemical companies companies (Investment)…
New governance model of UNIPETROL Group SIMPLIFIED Board of Directors of UNIPETROL Board of Directors of UNIPETROL will be CEO expanded from 5 to 9 members after necessary changes to the corporate Articles of Association…
Members of the Supervisory Board of UNIPETROL Chairman of SB: Vice-Chairman of SB: Joanna Chmielewska, Zdenk ern. Igor Chalupec, CEO, Miroslav Grgr Head of Legal Office, Chairman of ECHO Trade PKN ORLEN PKN ORLEN Union Czech…
Management selection process in line with best practices Sources of candidates Recruitment and assessment process z Assessment of management competencies carried out by reputable human resources advisors UNIPETROL z Performance…
Pavel varc President and CEO Age: 49 Professional experience: z 1999 Present Unipetrol a.s.; CEO and Chairman z 1997 1999 Lovochemie a.s.; Managing Director z 1993 1997 kovick cementrna a.s.; HR Director z 1993 3CA s.r.o.;…
Marek Mroczkowski Vice Chairman, Chief Financial Officer Age: 49 Professional experience: z 2003 2004 ELANA S.A.; President, CEO z 2001 2002 POLKOMTEL; President, CEO z 1994 2001 PKN ORLEN; Vice President, CFO z 1986 1994 EDA;…
Vt ubert Vice Chairman Responsible for HR Age: 56 Professional experience: z 1999-Present UNIPETROL, a.s., Vice-Chairman of the Board of Directors z 1997-1999 Danone, a.s., HR Director z 1995-1997 okoldovny, a.s. (joint venture of…
Frederik J. Emich Board Member Responsible for Retail Age: 45 Professional experience: z 2004-2005 MOL; Advisor to the group CEO responsible for Retail z 1996-2003 OMV eska Republika; General Manager z 1989-1996 OMV AG Vienna;…
Adam yczkowski Board Member - Chief Merger Officer Age: 45 Professional experience: z 2005-Present PKN ORLEN; Director, UNIPETROL Integration Department, z 2002-2005 Spectra sp. z o.o.; Director, Investment and Strategy Department z…
To reflect the new shareholder structure, changes also take place in the boards of subsidiaries Segments CEO UNIPETROL Board Member CEO HR CFO CMO Retail Newly appointed Board Members nominated by PKN ORLEN Refining…
Conference agenda Governance model for UNIPETROL within PKN ORLEN Group Aspirations and value creation plan Partnership Program as the value creation mechanism Action plan for the first 100 days of integration 14
Acquisition of UNIPETROL fits into strategy of PKN ORLEN From the mission of PKN ORLEN: Aiming to become the regional leader we ensure long-term value creation for our shareholders by offering our customers products and services of the…
Integration of UNIPETROL and PKN ORLEN will strengthen the Groups competitive position in the region Crude oil processing capacity, 20041 Number of petrol stations, 2004 Asset value, 2004 Million tons EUR billion PKN ORLEN OMV…
Integrated UNIPETROL and PKN ORLEN Group aspires to match the valuation of its competitors in the region Net revenues, 2004 EBIT, 2004 Market capitalization5 EUR billion EUR million EUR billion OMV Group 9.9 MOL Group3 990 OMV…
Approach to value creation is based on three foundations z Continuation of ongoing business operations of UNIPETROL Group Ensuring continuation z Control over key business elements for current business Organic z Taking maximum…
Integration of UNIPETROL and PKN ORLEN EXAMPLES will yield measurable financial synergies z Optimized production allocation among Production production plants optimization z Using excess production as feedstock Ensuring continuation…
Possible disinvestment in UNIPETROL Group z Contemplated sale of 1/3 fuel stations to Conoco Philips Ensuring continuation z Expected selection mechanism - PKN for current business ORLEN and ConocoPhilips choose Fuel stations…
Conference agenda Governance model for UNIPETROL within PKN ORLEN Group Aspirations and value creation plan Partnership Program as the value creation mechanism Action plan for the first 100 days of integration 21
Partnership Program as a mechanism of value creation Goal of Partnership z Dedicated to specific business, Program functional or support areas Value z Composed of experts from Creation UNIPETROL Group and PKN ORLEN Teams Group z…
Organization of Partnership Program SIMPLIFIED Units responsible for integration Responsibility Integration Steering Committee Set aspirations and objectives for integration process UNIPETROL Board PKN ORLEN Board Monitor team…
Integration - a strategic priority with significant dedicated resources z Members of PKN ORLEN board in the Supervisory Board of UNIPETROL and the Integration Steering Committee Resources of z Approx. 150 PKN ORLEN employees involved…
Conference agenda Governance model for UNIPETROL within PKN ORLEN Group Aspirations and value creation plan Partnership Program as the value creation mechanism Action plan for the first 100 days of integration 25
Closing UNIPETROL share purchase transaction z Final transaction value will be defined based on the adjusted net asset value of UNIPETROL determined by an independent auditor (maximum price increase from the purchase price allowed is…
Key milestones the first 100 days of integration June July August September October z Taking operational control Value creation strategy over UNIPETROL Group 8.06 z Launch of Partnership Program 9.06 z Definition of…
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