basf and letterone sign agreement to merge wintershall ......basf and letterone sign agreement to...

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BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario Mehren, Chief Executive Officer, Wintershall BASF Conference Call, Ludwigshafen September 28, 2018

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Page 1: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

BASF and LetterOne sign agreement to merge Wintershall and DEADr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario Mehren, Chief Executive Officer, Wintershall BASF Conference Call, LudwigshafenSeptember 28, 2018

Page 2: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20182

Cautionary note regarding forward-looking statements This presentation contains forward-looking statements. These statements are based on currentestimates and projections of the Board of Executive Directors and currently available information.Forward-looking statements are not guarantees of the future developments and results outlined therein.These are dependent on a number of factors; they involve various risks and uncertainties; and they arebased on assumptions that may not prove to be accurate. Such risk factors include those discussed inthe Opportunities and Risks Report from page 111 to 118 of the BASF Report 2017. BASF does notassume any obligation to update the forward-looking statements contained in this presentation aboveand beyond the legal requirements.

Page 3: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20183

BASF Group’s strategic rationale for the mergerof Wintershall and DEA This merger is an important value-creating step on BASF’s strategic path

Value creation through additional growth opportunities, realization of synergies and the envisaged IPO

Creating the leading independent European exploration and production company with strong international operations and significant scale

Combined business with pro-forma 2017 sales of €4.7 billion, EBITDA of €2.8 billion and net income of €740 million

Broadening and balancing the regional asset footprint: 2017 pro-forma production of 210 million boe and 2.2 billion boe 1P reserves

Portfolio upgrading across the whole E&P lifecycle, leveraging strategic partnerships and technologies

Page 4: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20184

Creation of the leading European E&P Independent with international operations and significant scale: Wintershall DEA A clear strategy for profitable growth based on solid project pipeline with access to high-potential acreage

Focus on core regions and activities with limited exploration risk

World-class partnerships in key countries

Success through operational excellence and technological expertise

Track record as cost-efficient operator with low reserve replacement costs and low production costs

High quality portfolio across the whole E&P lifecycle with strong free cash flow

Major operator in the non-cyclical European gas transportation business

Page 5: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20185

Key elements of the definitive transaction agreement

BASF’s oil and gas business is bundled in the Wintershall Group consisting of Wintershall Holding GmbH and its subsidiaries. LetterOne’s oil and gas business comprises DEA Deutsche Erdöl AG and its subsidiaries.

LetterOne will contribute all its shares in DEA Deutsche Erdöl AG into Wintershall Holding GmbH against the issuance of new shares to LetterOne.

BASF will initially hold 67% and LetterOne 33% of WintershallDEA’s ordinary shares reflecting the value of the respective E&P businesses of Wintershall and DEA.

To reflect the value of Wintershall’s gas transportation business, BASF will receive additional preference shares.* This will result in a total shareholding of BASF in Wintershall DEA of 72.7%.

* Preference shares will be converted into ordinary shares in Wintershall DEA no later than 36 months after closing but in all cases before an IPO.Initially, it was intended to reflect the value of the gas transportation business through a mandatory convertible bond.

Ordinary sharesPreference shares*

Wintershall Holding GmbH

DEA Deutsche Erdöl AG

100% 100%

Wintershall Holding,renamed: Wintershall DEA

67% (72.7%) 33% (27.3%)

DEA Deutsche Erdöl AG

5.7%

Existing shareholding structure

Post-merger shareholding structure

Page 6: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20186

Three-tier corporate governance structure of Wintershall DEA

Management Board

Supervisory Board

Shareholders’ Committee

Responsible for day-to-day operations and overall management in accordance with business plans and annual budget

Responsible for supervision of the Management Board Co-determination level of one third

Shareholders will coordinate their interests based on the framework of a shareholders’ agreement

Page 7: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20187

Focused activities along the whole value chain

TransportationExploration – Development – Production

MidstreamUpstream

Growing profitably with E&P activities1 Contributing

stable earnings2

Page 8: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20188

Strong financial and operational performance

1P reserves** Production 2017***Sales 2017

2.2billionboe

Wintershall 77%

DEA 23%

210million

boe

Wintershall 78%

DEA 22%

€4.7billion

Wintershall 69%*

DEA 31%

EBITDA 2017

€2.8billion

Wintershall 73%*

DEA 27%

** As of December 31, 2017* Including the gas transportation business *** Thereof: 67% gas, 33% liquids

Combined KPIs (pro-forma) of Wintershall DEA

Page 9: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 20189

Geographically diversified footprint with significant growth potentialin core regions

Argentina

North Africa

Europe Russia

DEA production activities

Wintershall production activities

Norway

GermanyNetherlands

DenmarkU.K.

Mexico Middle East

Brazil

Development region

Algeria Libya Egypt

Combined share of production and 1P reservesby region, end of 2017 (pro-forma)

1P reserves: 30%Production: 35%

1P reserves: 52%Production: 43%

1P reserves: 11%Production: 10%

Latin America1P reserves: 7%Production: 12%

Core region

.

Page 10: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201810

Leading position of Wintershall DEA in core regions

Source: Wood Mackenzie UDT. Note: North West Europe consists of production in UK, Germany, Norway, Denmark, the Netherlands; North Africa consists of production in Egypt, Algeria and Libya

Largest independent producer in North West Europe 2018E

Largest independent producer in Argentina 2018E

0

20

40

60

80

WintershallDEA

BridasEnergy

Holdings

PampaEnergia

Techint Pluspetrol CNOOC SinopecGroup

DowDuPont Capsa CorporacionAmerica

kboe/d

0

50

100

150

200

250

WintershallDEA

Chrysaor Centrica INEOS Engie Chevron OMV Apache EnQuest AKER

kboe/d

0

200

400

600

800

Eni BP Apache WintershallDEA

Shell SinopecGroup

Repsol Total Equinor Gazprom

kboe/d ** Excl. NOCs

Among Top 5 international producers in North Africa** 2018E

Largest international producer in Russia* 2018E

0

50

100

150

200

250

WintershallDEA

Shell ONGC OMV ExxonMobil Mitsui & Co SinopecGroup

MitsubishiCorporation

Oil India ExillonEnergy

kboe/d * Based on directly owned assets

Page 11: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201811

Balanced portfolio across the whole E&P lifecycle

Europe

Russia

Latin America

North Africa/ Middle East

Norway: Njord area, Skarv, Vega, Gjøa, Maria, Edvard Grieg, Brage

Germany: Mittelplate, Emlichheim, Völkersen

Yuzhno Russkoye Cenomanian

Achimgaz

Wolgodeminoil

Egypt: West Nile Delta, Disouq, Golf of Suez

Algeria: Reggane Nord

Libya: Al Jurf C137, C96/97

Argentina: Cuenca Marina Austral 1 (Canadon-Alfa, Carina-Aries, Vega Pleyade), Aguada Pichana

Mexico: Ogarrio oil field

Norway: Asta Hansteen, Nova, Dvalin, Snorre

Yuzhno Russkoye Turonian Achimov blocks 4 and 5

Egypt: Giza, Fayoum and Raven in West Nile Delta

Algeria: Reggane Nord development phase III

Libya: Concessions NC193 and NC195

Argentina: Cuenca Marina Austral 1 follow-up projects (Fenix, Leo) and significant growth potential in Vaca Muerta shale play

EuropeDevelopmentExploration Production

Libya: Exploration wells in theCyrenaica Plateau, Sirte Basin

Abu Dhabi: Appraisal of the gas/condensate field Shuwaihat

Yuzhno Russkoye, additional layers

Norway: ~22,000 km² exploration acreage with 50 licenses

Argentina: Exploration Mendoza CN-V

Brazil: Seven offshore exploration licenses

Mexico: Four exploration licensesshallow water Gulf of Mexico

NL/DK/UK: ~5,500 km² offshore exploration acreage with 35 licenses

Page 12: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201812

Well-positioned to further grow production

* Restated: 51% Libya onshore, incl. 50% Achimgaz Source: Wood Mackenzie, Wintershall

0

200

400

600

800

1,000

2010* 2017

750-800

~575

Wintershall DEA

~425

Wintershall DEA production growth (pro-forma)

kboe/day

Wintershall DEA

2021-2023

Wintershall DEA production growth vs. international peers

0% 3% 5% 8% 10% 13% 15%

Production CAGR 2017-2023

Wintershall DEA

Wintershall

DEA

Page 13: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201813

Competitive cost position supported by highreserve replacement ratio

171%

189%

224%

0% 50% 100% 150% 200% 250%

Production costs*US$/boe; five-year average 2013-2017

Reserve replacement ratio%; five-year average 2013-2017

11.1

8.6

8.0

0 5 10 15 20

12.4

Average peersPeers

Wintershall

Wintershall DEA

Wintershall

DEA**

Wintershall DEA

147%

* Production costs include also transportation expenses and production relevant taxes; ** DEA figures only available for the last 3 years; Source: IHS, own calculation. Peer group represents an average of the E&P industry

DEA**

Page 14: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201814

Merger offers synergy potential of at least €200 million per year*

Portfolio upgrading through combining businesses and active portfolio management

- Focus on most profitable assets and most promising discoveries

- Cash flow and capital expenditure optimization

Cost synergies through joint procurement, exploration and R&D

Combination of operating companies in Germany and Norway

Combination of corporate functions

* As of the third year following the closing of the transaction

Page 15: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201815

Pipeline network connecting major European distribution hubswith stable earnings contribution Major operator in the non-cyclical European gas transportation business

- Germany as distribution hub for Europe; direct connections to European hubs

- GASCADE is number two in the German market with a pipeline grid of ~2,400 km

- Participation in Nord Stream 1 (15.5%), OPAL (40%), NEL (25.5%)

- Financing of Nord Stream 2*

Gas transportation business generates stable earnings and cash flows

- Non-regulated pipelines: long-term ship-or-pay contracts; earnings independent from demand fluctuations

- Regulated pipelines: fixed tariffs

* Gazprom is the sole shareholder of Nord Stream 2 AG. ENGIE, OMV, Shell, Uniper and BASF/Wintershall have committed to provide long-termfinancing for 50% of the total cost of the project, which is currently estimated to be €9.5 billion. Each European company will fund up to €950 million.

Page 16: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201816

Solid financial policy for Wintershall DEA

Wintershall DEA is committed to long-term profitable growth with appropriate financial resources.

The company targets an investment grade credit rating. Its capital structure will be consistent with the rating target.

The joint venture will be financed on a stand-alone basis through third-party loans and/or bonds effective from closing; shareholder loans will be repaid.

An Initial Public Offering (IPO) is envisaged in the medium term.

Following the IPO, Wintershall DEA strives to offer an attractive dividend to its shareholders.

Page 17: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201817

Expected timeline and next steps of the Wintershall DEA merger

* Subject to approvals of merger control and foreign investment authorities as well as several mining authorities and the Bundesnetzagentur; ** At the earliest

Letter of intent signed Transaction agreement signed

Mergerto be closed*

Integrationto be finalized

Envisaged IPO

December 2017 September 2018 H1 2019 H1 2020 H2 2020**

Preparation of IPO readiness

Preparation and implementation of integration

Page 18: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201818

Impact of the merger on BASF’s statement of income

Statement of income BASF Group Oil & Gas segment’s sales

and earnings are no longer included in sales and EBIT of BASF Group –retroactively as of January 1, 2018. Prior-year figures will be restated.

Earnings will be presented in the income before minority interests of the BASF Group as a separate item, income from discontinued operations.

Between signing and closing, depreciation will be suspended.

Oil & Gas will not be reported as a segment of BASF Group anymore.

Other BASF’s share of net

income generated by Wintershall DEA will be accounted for at equity and will be reported in the EBIT before special items of Other.

At-equity consolidation(share of net income shown in EBIT before special items)

Sales revenue

Gross profit on sales

Income from operations

Financial result

Income before taxes and minority interestsIncome taxesIncome before minority interestsIncome from discontinued operationsMinority interestsNet income

As of signing of the transaction agreement As of closing of the merger

SalesIncome from operations before depreciation and amortization (EBITDA)Amortization and depreciation2

Income from operations (EBIT)Special itemsEBIT before special items

Thereof costs for cross-divisional corporate researchcosts of corporate headquartersother businessesforeign currency results, hedging and other measurement effectsmiscellaneous income and expenses

Page 19: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201819

Outlook 2018 for BASF Group*

Outlook 2018 Now PreviousSales Slight increase Slight increaseEBIT before special items Slight decline Slight increaseEBIT Considerable decline Slight decline

*Following the changed reporting of Wintershall Group after the signing of the definitive transaction agreement between BASF and LetterOne.For sales, “slight” represents a change of 1–5%, while “considerable” applies to changes of 6% and higher. For earnings, “slight” means a change of 1–10%,while “considerable” is used for changes of 11% and higher.

2017 Restated (continued operations) PreviousSales €61.2 billion €64.5 billionEBIT before special items €7.6 billion €8.3 billionEBIT €7.6 billion €8.5 billion

Page 20: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario
Page 21: BASF and LetterOne sign agreement to merge Wintershall ......BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario

September 201821

Wintershall DEA – overview key figures 2017 (pro-forma)Wintershall DEA Wintershall DEA

Business activities Exploration & ProductionGas transportation Exploration & Production Exploration & Production

Gas transportation

Sales EBITDA

€3.2 billion€2.1 billion

€1.5 billion€0.8 billion

€4.7 billion€2.8 billion

Production 164 million boe 46 million boe 210 million boe

Production by regionRussia: 55%, Europe: 25%,South America: 16%, North Africa/Middle East: 4%

Norway: 43%, Germany: 27%,Egypt: 28%, Other: 2%

Russia: 43%, Europe: 35%,Latin America: 12%, North Africa/Middle East: 10%

Oil and gas ratio 30% oil, 70% gas 40% oil, 60% gas 33% oil, 67% gas

1P reserves 1.7 billion boe 0.5 billion boe 2.2 billion boe

1P reserves by regionRussia: 67%, Europe: 19%, South America: 9%, North Africa/Middle East: 5%

Norway: 50%, Germany: 18%,Egypt: 25%, Other:7%

Russia: 52%, Europe: 30%,Latin America: 7%, North Africa/Middle East: 11%

1P reserve toproduction ratio* ~10 years ~10 years ~10 years

Employees ~2,000 ~1,150 ~3,150

* As of December 31, 2017