1. - 1 - 100 Day Post-Merger Integration Plan

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

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

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

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/ Cultural Strategic Risks  Loss of customer focus  SUV market growth  Dealer resistance  ABC brand dilution  Outdated ABC capabilities  Suppliers contract management  Capacity issues  Analyst acceptance of XYZ vision  XYZ/ABC vision not embraced  Strength of ABC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

6. - 6 - XYZ Enterprise Integration Model Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee Integration Change Management COMMUNICATION ORGANIZATION CULTURE 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 Objectives of Integration Model How do we get there?

7. - 7 - Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee  Responsible for realizing identified market-based synergies Consultant Oversight Consultant Oversight Distribution CRM Brand Research Scott Bowman, Dir. Sales &Marketing VP Sales & Marketing, ABC Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee  Responsible for realizing identified operational synergies Mary Jane, COO Consultant Oversight Consultant Oversight ManufacturingPurchasing FinanceTechnology (R&D) Information Tech. Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee HR Legal/Environ. Cultural Integration Communication  Accountable for integration facilitation & risk mitigation CEO, ABCStanley, Strategy Consultant Oversight Consultant Oversight XYZ Enterprise Integration Model Integration Change Management COMMUNICATION ORGANIZATION CULTURE 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, ABCStanley, Strategy Consultant Oversight Consultant Oversight Tom Brown, CEO How do we get there?

8. - 8 - Change Management Initiatives Reports on the completion status to Enterprise Integration Steering Committee 1.Organize all stakeholders ASAP to announce details of integration strategy & plan 2.Establish 2-way feedback protocol & mechanisms 3.Launch communication campaign to minimize misinformation and misunderstanding  Track stakeholder awareness of integration progress  Track and categorize employee complaints  Track stakeholder satisfaction  Facilitate integration effectiveness with clear & continuous communication  Align organization to increase efficiencies and realize synergies  Minimize integration risks due to cultural differences 1.Develop cultural transition strategy to manage and mitigate the culture shock 2.Create compelling reasons for employees to embrace change 3.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 1.Maximize stakeholder buy- in and involvement 2.Set cross-organizational hierarchy between ABC and XYZ divisions 3.Identify and develop retention strategy for key ABC and XYZ players  Monitor retention rates  Benchmark actual and forecasted ABC and XYZ organization rationalization GOAL: ACTIONS: METRICS: COMMUNICATION ORGANIZATION CULTURE How do we get there?

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