M&A Playbook Architecture

1. M&A PlaybookArchitecture

2. What is an M&A Playbook? • The M&A Playbook is a comprehensive tool: • Designed to provide: • An “easy to access warehouse” of knowledge, practices, and master documents • A process map for training • Disciplined execution • Repeatability • Designed for companies: • Growing by acquisition • Needing to maintain their tools and best practices • Wanting an easily managed repository that is intuitive to the user, completely customizable, and builds a legacy of repeated successes

3. Playbook Features • Accommodates multiple users with secure log-in capability • Accessed easily via popular web browser tools including Internet Explorer, Firefox, and Safari • Enables users with easy, intuitive navigation of workflow on the main screen • Allows drill down capability to desired information and tools in a couple of mouse clicks • One-stop instruction , search, archiving best practices, document management and repeatability • Quick tool for changing content and workflow elements as the M&A process changes • Secure location for storing and handling all sensitive information • Common terms and definitions enables merging firms to work together • Easy to access and operate tool from user’s location and systems • Customized to authorized users’ needs

4. Playbook Benefits The Playbook: • Supports the life cycle of an acquisition from strategy through integration and optimization • Serves as a single-source repository for M&A intellectual property • Eliminates cost by accelerating the process from deal to deal through proven, repeatable work flows • Facilitates communication across the enterprise stabilizing the organization and minimizing workforce disruption • Maintains business continuity through common best practices • Ensures repeatable processes for enterprise-wide consistency in integration planning across all M&A transactions • Provides a roadmap and disciplined structure with accountability to manage the entire M&A process • Incorporates the work flow, tools, and templates to support a wide range of transactions • Includes flexibility to support a variety of deal types • Supports customization to support clients’ best past experiences and continuous process improvements

5. Playbook Homepage Playbook is designed and built by levelten in partnership with M&A Partners

6. Playbook Homepage M&A Playbook Search Home About DocFinder Account Logout Global Documents Overview of the Playbook How to Use How to use this toolkit Quick view of toolkit Operational Guidance Strategy Manual Due Diligence Handbook Transaction Structuring Manual Post Merger Integration Manual Diagnostic Review Manual Other Glossary Welcome to the Acquisition Playbook. The Playbook is designed to serve the dual purposes of providing training and disciplined execution for corporate growth by acquisitions. The generic Playbook is organized into five Phases Phases List 2. Transaction Management 3. Integration Management: Pre-Close Planning 4. Integration Management: Execution 5. Integration Management: Optimization 1. Target Assessment Typically Corp Dev Typically IMO Global documents can be accessed directly without going into a specific Phase Manage Transformation Manage Transaction Support Center Playbook is designed and built by levelten in partnership with M&A Partners

7. Phase 1: Target Assessment PHASE 1: TARGET ASSESSMENT 1b:Create & Review Corporate Growth Strategy 1c:Formulate Acquisition Strategy 1d: Profile Potential Targets 1e: Form Deal Team 1f: Target Screening & Selection 1a: Form Strategy Team 1h: Obtain Approval & Approach Target Each Phase has additional Steps that further define the tasks within that Phase 1g: Develop Initial Approach Strategy Deliverables Tools Support Center

8. Phase 2: Transaction Management PHASE 2: TRANSACTION MANAGEMENT 2b: Structure Deal 2c: Access/ Secure Financing 2d: Initial Due Diligence 2e: Refine Deal Structure 2f:Final Due Diligence 2a: Mobilize Team Specific Tools and Deliverables are associated with each Phase/Step 2h: Negotiate & Close 2g: Obtain Board Approval Deliverables Tools Support Center

9. Phase 3: Integration Management: Pre-Close Planning PHASE 3: INTEGRATION MANAGEMENT: PRE-CLOSE PLANNING 3b: Conduct High-Level Integration Review 3c: Define Target Model for Integration 3d:Analyze Impact at Functional Level 3e: Final Integration Approach 3f: Target Benefits/ Integration Requirements 3a: Document High-Level Decisions 3i: First 100 Days Planning 3j: Establish Integration Program Management 3h: Day One Activities 3g: Prior-to-Close Activities In Phase 3, active pre-close integration planning begins Deliverables Tools Support Center

10. Phase 4: Integration Management: Integration Execution PHASE 4: INTEGRATION MANAGEMENT: INTEGRATION EXECUTION 4b: Initiate Post-Closing Activities 4c: Integration Program Office 4d: Revalidate Value Capture Targets 4e: Update Business Case Analysis 4f: Define and Prioritize Work 4a: Day One Communication 4i: Mobilize Implementation of Quick Wins 4j: Launch Integration 4h: Detail Workplans 4g: Revalidate Resources In Phase 4, active post-close integration execution begins Deliverables Tools Support Center

11. Phase 5: Integration Management: Optimization PHASE 5: INTEGRATION MANAGEMENT: OPTIMIZATION 5A: Optimization Phase 5: Optimization is your opportunity to make business improvements that were not possible during the first 100 days of integration execution Deliverables Tools Playbook is designed and built by levelten in partnership with M&A Partners Support Center

12. Structure within a Step Next > STEP 1a: FORM STRATEGY TEAM Objective Mobilize the team to formulate: • Corporate strategy in an organizational context • Acquisition strategy Dates Tasks Each Step allows you to enter an objective, dates, tasks, methodology/context and deliverables/outcomes. There is also a field to add comments. Methodology and Context Deliverables and Outcomes ADD NEW COMMENT Your name Subject Comment Format Styles Path:

13. DocFinder SEARCH DocFinder PHASE 3: INTEGRATION MANAGEMENT: PRE-CLOSE PLANNING Step:Document High-Level Decisions - Your Tools - Your Samples - Your Templates Step:Conduct High-Level Integration Review - Your Tools - Your Samples - Your Templates All documents loaded in the Playbook are displayed in the DocFinder according to the Phase and Step to which they belong.

14. DocFinder SEARCH

15. DocFinder by Function HR SEARCH Phase 3: INTEGRATION MANAGEMENT: PRE-CLOSE PLANNING Activity:Document High-Level Decisions - HR Tools Only - HR Samples Only - HR Templates Only Activity:Conduct High-Level Integration Review - HR Tools Only - HR Samples Only - HR Templates Only When documents are “tagged” you can enter a specific function in the Search Box and the DocFinder will display only the documents that relate to that function.

16. Playbook Architecture Overview Target Assessment Transaction Management Integration Management: Pre-Close Planning Integration Management: Integration Execution Integration Management: Optimization PHASES STEPS Form Strategy Team Mobilize Team Document High-Level Decisions Day One Communication Optimization Create & Review Corporate Growth Strategy Structure Deal Conduct High-Level Integration Review Initiate Post-Closing Activities Phases and Steps can be changed Pull tools from the Playbook to build a Cockpit for a specific deal. Formulate Acquisition Strategy Access/Secure Financing Define Target Model for Integration Integration Program Office Profile Potential Targets Initial Due Diligence Analyze Impact at Functional Level Revalidate Value Capture Targets Form Deal Team Refine Deal Structure Final Integration Approach Update Business Case Analysis Target Screening & Selection Final Due Diligence Target Benefits/ Integration Requirements Define and Prioritize Work Develop Initial Approach Strategy Obtain Board Approval Prior-to-Close Activities Revalidate Resources Obtain Approval & Approach Target Negotiate & Close Day One Activities Detail Workplans Load your tools into the appropriate Phase and Step. First 100 Days Planning Mobilize Implementation of Quick Wins Cockpit Establish Integration Program Management Launch Integration