Analyst’s introduction to post-merger integration in telecommunications

1. Analyst’s introduction to post-merger integration in telecommunications

2. Only 20% of respondents were very well prepared to deal with cultures differences Top post deal challenges • Cultural challenges • Differences in working styles, leadership approach • National culture differences • Behavioural differences • People Issues • Key members of management team leaving • Employee moral and motivation • Retention of key staff • Consultation with staff and representative bodies The Change Management challenge “Cultural & people issues present the biggest specific challenges during the post deal period…” Source: KPMG Global M&A survey 2005 …yet two thirds of companies had not placed a great deal of emphasis on addressing people and cultural issues in planning for the post deal period

3. Change management focus Business impacts Strategy & Business Plan People impacts Technical impacts ABCinc’s change management approach • 9 out of 10 barriers to change are people related • In all M&A activities – ABCinc consider how we will identify and manage the human impacts of change in order to deliver the business goals and strategy. • Our change programmes are distinct from, but linked to, the more technical HR elements of M&A such as benefit and job alignments. • We address both the day 1 issues (systems access, tools etc) and the longer term integration needs of employees. • Typically our change programmes address: • Change definition (what, why, when, how) • Change leadership style & capability of ABCinc & the target company • Culture, behaviour & climate • Communications & engagement • Relationship / stakeholder management • Organisational structures • Skills & capabilities

4. Pre-transaction Post-Merger Integration (PMI) • Post OC engagement • Focus on integration elements of business case • Integration DD, BC assumptions and application of historic learning • Ensure increased integration planning and preparation - validation of synergies, integration budget and cost inputs, pre closure communications, change management, integration resource in place and ready. Blueprint philosophy • ID tasked with delivery • Close monitoring/support in first 12 months • Ongoing assessment audits of integration project • After 12 months quarterly reviews till close • Key driver is achievement of acquisition business case goals • Support project team • Risk/mitigation strategies Live Projects: 80% Time/resource Allocation M&A Skills & Community • Standardised methodology – version controlled robust approach • Consistent and repeatable • Adaptable to varying business requirements but within common structure • Minimise risks of diverse approaches to future projects • Invest our substantial earning • Central set of integration tools and templates • Reporting and governance • Fasttrack to project readiness • Establish and develop the virtual M&A community within ABCinc • Ensure Integration expertise and experience I harnessed for continuous improvement • Identify new integration directors and programme managers • Maintain resource and skill list for rapid deployment across projects and repeatability benefits • Thought leadership of M&A integration • Promote our capabilities to internal/external audiences, supporting ABCinc strategic themes Method and skills: 20% M&A Integration Practice (M&AIP) – our role • The M&AIP is the CoE for integration capability, methodology and skills: • with an overall priority for the successful delivery of integration projects • determining overall integration strategy, methods and approach. • engaging in the pre-transaction deal team - integration due diligence, business case refinement, planning and preparation • engaging and developing the wider integration community in GS, and wider e.g. ABCinc Retail, ABCinc Design • providing Integration Directors team for the integration projects for each acquisition. • Transferring integration skills to wider ABCinc community (i.e. Comsat)

5. ABCinc Kick-off Workshop Between A-Day and Day-1 Joint Integration Kick-off Workshop As soon as possible after Day-1 Joint Integration Agreement Workshop 2-3 weeks after the Joint Integration Kick-off Workshop Synergy Validation Workshop 2-3 weeks after the Joint Integration Agreement Workshop A-Day Day-1 Day-1 + 12 months (e.g.) Pre-transaction Integration Transition BaU Prioritisation Workshop 2-3 weeks after the Synergy Validation Workshop Full Team Rolling Review 2-3 weeks after the Synergy Validation Workshop Workstream Rolling Review 2-3 weeks after the Synergy Validation Workshop Integration Workshops timeline (during Pre-transaction)

6. Charters PSG Objectives Owner PSG Reports Projects Risks PDD’s Assumptions Milestones Resources Dependencies Risks Project Budget Assumptions Synergy Tracking Checkpoint HLMP Blueprint HLMP Update Action Register Rationale Vision Issue & Risk Register Integration Structure Etc. Programme information flow

7. First 30 Days and ongoing …. Next 70 Days & ongoing …. Last 100 Days Formal Handover to the Integration Team Integration Process Matrix Impact Programme Steering Group (PSG) Joint Integration Kick-off Workshop Culture Integration Practice Reviews Integration Blueprint Integration Communications Checkpoint Joint Integration Agreement Workshop Synergy Validation Workshop OUC’s and Finance Transition Synergy Tracking & Reporting Change Management HLMP (High Level Milestone Plan) Re-branding Prioritisation Workshop The last 100 days Hygiene Factors for Day-1 Document Register Action Register The Softer Integration Requirements Full Team Rolling Review Other Useful Information Focus during the first 100 Days Governance Issues & Risks Register Motivation, Team Building & Recognition Workstream Rolling Review Quick Wins Programme Reporting Timeline Integration Workshops Timeline Leadership Brochure Blueprint The Integration − contents & flow

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