#1Sisecam Chemicals Resources LLC Discussion Materials BofA SECURITIES July 5, 2022#2Notice to Recipient Confidential ill "Bank of America" and "BofA Securities" are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. 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Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.#3Discussion Materials Table of Contents 1. Executive Summary 2. MLP Market Update 3. SIRE Situation Overview 4. SIRE Take Private Analysis 5. Take Private Process Overview Appendix ill 1 5 8 12 16 19#4Executive Summary#5Introduction Executive Summary BofA Securities, Inc. ("BofA") appreciates the opportunity to meet with Sisecam Chemicals Resources LLC ("SCR") to discuss our views on a potential take private of Sisecam Resources LP ("SIRE") 1 MLP Market Backdrop I ■ I MLPs across all sectors continue to struggle to attract new public investors and have experienced negative fund flows, resulting in very limited access to equity capital Small, low float MLPs have been more negatively impacted given lack of scale, trading liquidity and poor institutional interest Even in the context of solid underlying business fundamentals and reasonably high payout ratios, MLPs broadly have experienced increasingly high dividend yields. Consequently, several sponsors have opted to execute simplification transactions or take their partnerships private There have been 29 MLP take privates since the beginning of 2018, with very few sponsored MLPs currently remaining BofA believes a take private of SIRE may be the best path forward for SCR for the following key reasons: SIRE is an expensive source of capital - With its ~11% distribution yield, SIRE no longer serves the MLP's original purpose of providing a low cost source of capital I I SIRE does not provide access to capital and likely will not in the future - There is no clear catalyst to restore access to MLP capital markets as investor sentiment has permanently shifted away from the MLP model. Additionally, SIRE will struggle to attract MLP investors with its average daily trading value of $290,000, de minimus trading activity, and lack of research analyst coverage Opportunity to retain cash flows - SIRE costs SCR ~$11MM of cash flow per year through distributions to public unitholders and public company costs, which could otherwise be reinvested into the business Opportunity to simplify structure - A take private allows SCR to reduce management burden, simplify organizational structure, eliminate public company expenses and increase flexibility to execute desired strategy#6Introduction Executive Summary (Cont'd) 2 Process Considerations I If SCR makes an offer to SIRE, SIRE will likely form a conflicts committee of independent directors which, with the advice of its financial and legal advisors, will negotiate the terms of the transaction on behalf of the unaffiliated unitholders Negotiations in precedent transactions have typically lasted from a few weeks to several months A unitholder consent will be required; however, since SCR controls a majority of the common units of SIRE, it can approve the transaction alone ■ all ■ An initial proposal at a 0% premium to current trading levels would be consistent with recent precedent MLP buy-in proposals Subject to any unforeseen market or macro disruption and/or moves following announcement of an initial offer, precedent transactions would imply that the final negotiated premium would likely be in the low to high-teens range#7Introduction Transaction Rationale 3 Benefits Considerations ? A take private of SIRE could be the best alternative for all stakeholders SCR Free cash flow at SIRE must no longer be distributed and instead can be reinvested in the operating entity Reduced public company costs (board, filing, audit, investor relations, etc.) Simplified organizational structure Greater flexibility to control and execute strategy Reduced management burden Lower cost of capital May not have benefit of MLP structure if MLP market improves dramatically in the future (not likely) ? ? SIRE Unitholders may receive a premium; whereas sales in the open market will likely create downward pressure Efficient monetization of their interest without being exposed to downside and suffering from poor trading liquidity Potential tax burden to certain unitholders Will not enjoy possible future upside in the business ill#8Introduction Overview of Key Considerations 4 Consideration Precedent Transactions Conflicts Committee Process Approach Dynamics Timeline Voting Dynamics Execution Method ■ ■ ■ ■ ■ ■ ■ I ■ The following discuss how best to execute a take private of SIRE Description While third-party M&A transactions typically require a control premium, affiliate take private transactions where a small minority exits the investment typically require lower premiums; since 2015 mean and median premiums of MLP take private transactions hav been 12.5% and 10.7%, respectively If SCR were to make an offer to the SIRE board to purchase the SIRE public units, SIRE's Board would form a Conflicts Committee to review the transaction on behalf of unaffiliated unitholders Conflicts Committee will hire independent financial and legal advisors Requires evaluation of the merits and considerations of a public versus private approach to SIRE Board If a private approach is made, SIRE's Conflicts Committee may still elect to disclose the offer publicly Absent a leak, a private negotiation with the conflicts committee should not cause a run-up on the "undisturbed" SIRE unit price and avoids the risk of a public deal failure if an agreement is not reached Of the 20 most recent MLP take privates about half have used a public approach However, SCR's partners will be required to update their 13Ds which will signal a potential transaction to the market even without a formal public announcement - Thus a private approach is not feasible in this situation Given the need to file amended 13D's, SIRE will likely decide to issue a press release upon receipt of the offer The overall process timeline can range from ~14 weeks to a number of months depending on the execution strategy and length of negotiations with the Conflicts Committee Per the SIRE partnership agreement, a take private can be consummated by a Unit Majority (i.e., a majority of the common units outstanding); SCR currently controls a majority of the units The Conflicts Committee may try to negotiate for a "majority of the minority" vote, which would require the approval of a majority of common units by written consent held by unitholders unaffiliated with SCR - This has not occurred in any of the last 19 transactions Requires evaluation of the merits and considerations of negotiating a merger or executing a tender offer Even with a tender offer, legal advisors will likely suggest seeking Conflicts Committee approval#9MLP Market Update#10MLP Market Update Capital Raising in the Midstream / MLP Sector Continues to be Challenged MLP Equity Issuance ($mm) 40,000 30,000 20,000 10,000 IPO 0 Overnight Marketed Block PIPE ATM PP Conv. Pref. 5 6,264 1,504 138 2,124 1,616 882 2008 14.1% 25.8% 33.9% 2.2% 24.0% 0.0% 0.0% MLPs still have minimal access to third-party equity capital even though AMZ is back above pre-Covid levels 7,849 17 2,146 5,686 2009 0.0% 72.4% 27.3% 0.0% 0.2% 0.0% 0.0% 16, 075 525 495 517 269 12,393 Source: Dealogic, Factset and Private Raise. 1,846 2010 11.5% 77.1% 3.2% 0.2% 1.7% 3.1% 3.3% IPO 18,088 418 748 1,677 11,986 2,690 2011 14.9% 66.3% 9.3% 4.1% 2.6% 2.8% 0.0% Overnight 1,449 357 961 5,022 12,403 3,706 2012 15.4% 51.6% 20.9% 4.0% 1.5% 6.0% 0.6% Marketed 34,854 33,073 1,802 114 4,931 5,714 10,468 5,909 2013 17.0% 30.0% 16.4% 14.1% 0.3% 17.0% 5.2% 440 6,792 504 2,679 6,417 8,965 7,276 2014 22.0% 27.1% 19.4% 8.1% 1.5% 20.5% 1.3% Block 25,938 1,785 9,297 2,393 2,670 2,350 4,339 3,104 2015 12.0% 16.7% 9.1% 10.3% 9.2% 35.8% 6.9% PIPE 20,329 8,219 906 4,901 234 1,262 323 2016 1.6% 6.2% 1.2% 24.1% 4.5% 40.4% 22.1% ATM 14,011 2,843 4,003 1,123 3,922 620 1,501 2017 10.7% 4.4% 0.0% 28.0% 8.0% 28.6% 20.3% PP Conv. Pref. - AMZ 3,485 1,134 658 898 421 2018 0.0% 12.1% 0.0% 25.8% 10.8% 18.9% 32.5% 3,005 2,425 413 32 2019 0.0% 0.0% 4.5% 0.0% 13.7% 1.1% 80.7% Marnateg 1,046 2020 0.0% 8.5% 91.5% 0.0% 0.0% 0.0% 0.0% 1,199 910 2021 AMZ Price ($) 0.0% 75.9% 0.0% 24.1% 0.0% 0.0% 0.0% 302 2022 0.0% 0.0% 100.0% 0.0% 0.0% 0.0% 0.0% 600 500 400 300 200 100#11MLP Market Update MLP Dedicated Fund Flows Continue to Trend Negative 6 $bn 70.0 65.0 60.0 55.0 50.0 45.0 40.0 35.0 A Fundamental Shift in Investor Sentiment Surrounding MLPs is Unmistakable, with Capital Leaving Rather than Entering the Space 30.0 25.0 20.0 15.0 10.0 5.0 0.0 + 1/2011 MLP Open End Fund Flows Total Annual 2011 MLP Flows: $1.4bn Source: EPFR. $bn 10.0 5.0 0.0 (5.0) (10.0) (15.0) 1/2017 10/2017 7/2018 4/2019 1/2020 10/2020 7/2021 4/2022 11/2012 2012 $2.3bn MLP Passive Fund Flows 2017-2022YTD 2013 $10.3bn 10/2014 2014 $11.4bn ($0.2bn) ($9.5bn) ($9.8n) 8/2016 2015 2016 ($1.3bn) $3.2bn Aggregate Observable Active & Passive MLP Dedicated Fund Flows 7/2018 2017 2018 $309mn ($1.3bn) 5/2020 2019 (2.8bn) 2020 ($3.9bn) $35.3bn $17.7bn $17.5bn 4/2022 2021 ($2.1bn)#12MLP Market Update Many Sponsors Have Restructured Their MLPs Given the Challenging Environment Across the entire midstream universe, parents have been reassessing the merits of maintaining an MLP with 46 MLP take privates since 2011 MLP Take Private Transactions Since 2011 (¹) 7 1 EPD (DEP) 2011 2 PAA (PNG) PXD (PSE) 2013 4 EPD (OILT) KMI (KMP) KMI (KMR) KMI (EPB) 2014 2 WNR (NTI) TLLP (QEPM) 2015 3 TRP (CPPL) RIG (RIGP) SEMG {RRMS) 2016 Source: Dealogic and company disclosures. Note: Based on timing of announcement. No relevant transaction available for 2012. Buyer/(Target) (1) 5 ETP (PTXP) WPO (WPT) VTTI B.V. (VTTI) OKE (OKS) ENB (MEP) 2017 VLO (VLP) ArcLight (TLP) EN B (EEQ) ENB {ENF) WMB (WPZ) LNG {CQH) EQM (RMP) 16 2018 ArcLight (AMID) ETRN (EQGP) D (DM) ETE (ETP) CVI (CVRR) ENB {EEP) ENB (SEP) L (BWP) AROC {APLP) 3 BX {TGE) UGI (APU) SXC (SXCP) 2019 Public offer has been made but a definitive agreement has not been announced 4 CEIX (CCR) TRP (TCP) CNX {CNXM) ETRN (EQM) 2020 3 BP (BPMP) PSX (PSXP) CVX {NBLX) 2021 4 SHEL (SHLX) FANG (RTLR) Hartree (SRLP) Ergon (BKEP) 2022#13SIRE Situation Overview#14SIRE Situation Overview Historical Trading Performance Distribution Yield (Last Five Years) 20.0% 8 15.0% 10.0% 5.0% 0.0% 12.0x EV / LTM EBITDA (Last Five Years) 15.0x 9.0x 6.0x 3.0x Jul-17 0.0x Jul-18 Jul-17 Jul-18 Source: Company disclosure and FactSet as of July 1, 2022. SIRE currently trades at an 11.2% distribution yield makump Jul-19 Jul-19 Jul-20 SIRE suspended its distribution from August 2020 through October 2021 mahm Jul-20 www Jul-21 Jul-21 зачить 11.2% Jul-22 Jul-22 7.8x#15SIRE Situation Overview Historical Unit Price and Volume $/Unit $35.00 $30.00 $25.00 $20.00 $15.00 $10.00 9 $5.00 $0.00 Tous Jul-17 SIRE's unit price has recovered to pre-COVID levels but remains lower than long-term historical levels Jul-18 Source: Company filings and Factset as of July 1, 2022. I I 5/10/19 - SIRE cuts distribution from $0.567 I to $0.34 per quarter 1 Jul-19 I I Volume 1/23/20-Quarantine of Wuhan announced Jul-20 1 I Sisecam Resources LP L 8/3/20-SIRE suspends quarterly I 11/20/21-SISE announces acquisition of 60% of Sisecam Resources Corporation distributions 4/29/22 -SIRE announces quarterly distribution decrease to $0.50/unit I I 10/29/21 - SIRE reinstates quarterly distribution at $0.34/unit Jul-21 r I I 1/27/22 SIRE announces quarterly distribution increase to $0.65/unit 7 ill Units/Day ('000s) 400 350 300 250 $17.78 200 150 100 50 0 Jul-22#16SIRE Situation Overview Unit Price Performance 50% 25% 0% (25%) (50%) 10 (75%) (100%) Jul-17 Source: Note: Jul-18 SIRE has underperformed its soda ash peers Jul-19 Soda Ash Peers Gathering & Processing MLPs Jul-20 Baha -Small-Cap MLPS Wholesale Distribution MLPs Huny Jul-21 -SIRE -Refined Products & Crude MLPs Company filings and Factset as of July 1, 2022. Soda Ash Peers includes: TROX, CMP, CC, OLN, SLCA, GEL, Tata Chemicals Limited; Small-Cap MLPs includes: MMLP, USDP, SNMP, SRLP and GPP; Large Cap MLPS includes: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs includes: MMP, NS, GEL, NGL, HEP, DKL, PBFX and MMLP; Gathering & Processing MLPs includes WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPS includes: SUN, GLP, CAPL and SRLP. -Large-Cap MLPs (0.3%) (1.8%) (21.2%) (32.5%) (35.1%) (45.8%) (59.4%) Jul-22#17SIRE Situation Overview Peer Benchmarking Current Distribution Yield 15.0% 10.0% 5.0% 0.0% 12.0x 9.0x EV / 2022E EBITDA 6.0x 3.0x 0.0x 11 11.2% (1) Source: Note: Sisecam Small-Cap MLPs Wholesale Resources LP 8.5% 6.0x Sisecam Resources LP 7.0x 9.5% Soda Ash Peers Large-Cap Distribution Diversified MLPs MLPs 6.4x Small-Cap MLPS 8.4% 8.8x 8.7x 6.4% Refined Products & Crude MLPs 5.3% Gathering & Processing MLPs 8.6x 8.3x LP DCF Yield 2022E Wholesale Gathering & Distribution Processing MLPs MLPs 45.0% 30.0% 15.0% 0.0% 3.00x 2.00x Coverage 2022E 1.00x 15.4% 0.00x Sisecam Small-Cap MLPs Resources LP 1.06x 19.7% (1) Sisecam Resources LP 1.99x 33.7% Refined Products & Crude MLPs 2.44x 30.9% 1.95x 18.4% Small-Cap MLPs Gathering & Large-Cap Processing MLPs Diversified MLPs Large-Cap Refined Diversified Products & MLPs Crude MLPs Company filings and Factset as of July 1, 2022. Soda Ash Peers includes: TROX, CMP, CC, OLN, SLCA, GEL, Tata Chemicals Limited; Small-Cap MLPs includes: MMLP, USDP, SNMP, SRLP and GPP; Large Cap MLPS includes: ET, EPD, MPLX and PAA; Refined Products & Crude MLPS includes: MMP, NS, GEL, NGL, HEP, DKL, PBFX and MMLP; Gathering & Processing MLPS includes WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPS includes: SUN, GLP, CAPL and SRLP. Based on distribution per unit projections developed prior to the distribution cut on 4/29/22. Wholesale Gathering & Large-Cap Processing MLPs Diversified MLPs Distribution MLPs 1.95x Refined Products & Crude MLPs ill 14.1% 1.57x Wholesale Distribution MLPs#18SIRE Take Private Analysis#19SIRE Take Private Analysis Analysis at Various Prices Illustrative Unit Price Premium/(Discount) to: Total Equity Value Net Debt (incl. pension liabilities) Enterprise Value (100% Interest) Total Return Since IPO (Sept. 13, 2013) LP Units Outstanding (MM) SIRE LP Equity Value (51% of Sisecam Wyoming) Minority Interest (49% of Sisecam Wyoming) Illustrative GP Value Current: 52-Week High: 52-Week Low: EV/ 2022E EBITDA Current Distribution Yield 2022E LP DCF Yield 10-Day VWAP: 30-Day VWAP: 60-Day VWAP: Less: Minority Interest Less: CWHC's Equity Interest in CINR Illustrative Equity Purchase Price (26.0% Public Float) Valuation Metrics 12 Credit Metrics Net Debt (incl. pension liabilities) / LTM EBITDA Credit Ratings (Moody's / S&P) $17.78 $22.75 $12.13 $17.23 $17.92 $18.71 Metric Source: Company materials, company disclosures and FactSet as of July 1, 2022. $146 2.00 2.73 $180 Current $17.78 0.0% (21.8%) i 46.6% 3.2% (0.8%) ! (4.9%) I 83% 19.8 I $352 $338 I $7 $697 I 180 $877 (338) (266) $93 Multiples 6.0x 11.2% 15.4% 1.6x NR/NR I $16.89 (5.0%) (25.8%) 39.2% (1.9%) (5.7%) (9.7%) 74% 19.8 $334 $338 $7 $680 180 $860 (338) (253) $89 5.9x 11.8% 16.2% 1.6x NR / NR $17.78 0.0% (21.8%) 46.6% 3.2% (0.8%) (4.9%) 83% 19.8 $352 $338 $7 $697 180 $877 (338) (266) $93 6.0x 11.2% 15.4% Illustrative Premium to Current Price $18.67 5.0% (17.9%) 53.9% 8.4% 4.2% (0.2%) 92% 19.8 $370 $338 $7 $715 180 $895 (338) (279) $98 6.1x 10.7% 14.6% $19.56 10.0% (14.0%) 61.2% 13.5% 9.1% 4.6% 101% 19.8 $387 $338 $7 $733 180 $913 (338) (292) $103 Multiples 6.3x 10.2% 14.0% $20.45 15.0% (10.1%) 68.6% 18.7% 14.1% 9.3% 110% 19.8 $405 $338 $7 $750 180 $930 (338) (305) $107 6.4x 9.8% 13.4% $21.34 20.0% (6.2%) 75.9% 23.9% 19.1% 14.1% 119% 19.8 $422 $338 $7 $768 180 $948 (338) (318) $112 6.5x 9.4% 12.8% $22.23 25.0% (2.3%) 83.2% 29.0% 24.0% 18.8% 128% 19.8 $440 $338 $7 $785 180 $965 (338) (330) $117 6.6x 9.0% 12.3%#20SIRE Take Private Analysis Illustrative Transaction Cash Savings ($ millions, except per unit amounts) SIRE Publicly Held Units Public Distributions Current Annualized SIRE Distribution Per Unit Annual Distributions Paid to Public SIRE Unitholders Cash Purchase Price A take private transaction could unlock ~$10MM or more of cash flow per year Take Private Savings 100% Cash Illustrative Premium Take Private Financing Illustrative Cost of Debt Incremental Annual Cost of Cash 13 Cash Flow (Net) Annual Distributions Paid to Public SIRE Unitholders (-) Total Take Private Financing (+) Illustrative Transaction Synergies Total Annual Cash Flow (Net) Source: Company filings and FactSet as of July 1, 2022. (5%) $89 5.00% $4.4 (4.4) 2 $8.1 0% $93 5.00% $4.7 (4.7) 2 $7.8 5% $98 5.00% $4.9 (4.9) 2 $7.6 10% 5.2 $2.00 $10.5 $103 5.00% $5.1 $10.5 (5.1) 2 $7.4 15% $107 5.00% $5.4 (5.4) 2 $7.1 20% $112 5.00% $5.6 (5.6) 2 $6.9 ill 25% $117 5.00% $5.8 (5.8) 2 $6.7#21SIRE Take Private Analysis Premiums Paid in Selected Precedent MLP Take Privates 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 While third-party M&A transactions require a control premium, affiliate take private transactions where a small minority exits the investment typically require lower premiums; since 2015 mean and median premiums of MLP take private transactions have been 12.5% and 10.7%, respectively Announcement 6/2/2022 5/16/2022 4/22/2022 12/20/2021 10/27/2021 3/5/2021 12/15/2020 10/23/2020 7/27/2020 2/27/2020 12/16/2019 4/2/2019 3/18/2019 2/5/2019 11/26/2018 11/26/2018 11/8/2018 10/22/2018 10/18/2018 10/9/2018 9/18/2018 9/18/2018 9/18/2018 8/24/2018 8/2/2018 6/19/2018 5/17/2018 3/26/2018 1/2/2018 11/8/2017 8/14/2017 6/20/2017 6/2/2017 5/8/2017 2/1/2017 1/27/2017 11/1/2016 5/31/2016 12/21/2015 11/3/2015 5/6/2015 4/6/2015 1/26/2015 Source: (1) (2) Hartree Partners LP Diamondback Energy, Inc. Ergon, Inc. bp p.l.c. Phillips 66 Chevron Corporation TC Energy Corporation CONSOL Energy Inc CNX Resources Corporation Equitrans Midstream Corp. Blackstone Acquiror UGI Corporation ArcLight Capital Partners Sun Coke Energy, Inc. ArcLight Capital Partners Dominion Energy Inc Western Gas Equity Partners, LP EnLink Midstream LLC Valero Energy Corporation Antero Midstream Corp. Enbridge Inc. Enbridge Inc. Enbridge Inc. Enbridge Inc. Energy Transfer Equity Cheniere Energy, Inc. Williams Companies, Inc. Tallgrass Energy LP Archrock Inc. Delek US Holdings Inc Andeavor Logistics LP Energy Transfer Partners World Point Terminals, Inc. VTTI B.V. ONEOK, Inc. Enbridge Inc. TC Energy Corporation Sem Group Corporation Western Refining, Inc. Targa Resources Corp. Crest wood Equity Partners LP Tesoro Logistics LP Energy Transfer Partners, L.P. Target Sprague Resources LP Rattler Midstream LP BlueKnight Energy Partners LP BP Midstream Partners LP Phillips 66 Partners LP Noble Midstream Partners LP TC Pipelines, LP CONSOL Coal Resources LP CNX Midstream Partners LP EQM Midstream Partners LP Tallgrass Energy LP AmeriGas Partners, L.P. American Midstream Partners, LP SunCoke Energy Partners LP TransMontaigne Partners LP. Dominion Energy Midstream Partners LP Western Gas Partners, LP EnLink Midstream Partners, L.P. Valero Energy Partners LP Antero Midstream Partners LP Enbridge Income Fund Holdings Inc. Enbridge Energy Management, L.L.C Enbridge Energy Partners, L.P. Spectra Energy Partners, LP Energy Transfer Partners, LP. Cheniere Energy Partners Williams Partners, LP. Tallgrass Energy Partners LP Archrock Partners LP Alon USA Partners LP Western Refining Logistics, LP Pennt ex Midstream Partners LP World Point Terminals LP VTTI Energy Partners LP ONEOK Partners, LP. Midcoast Energy Partners LP Columbia Pipeline Partners LP Rose Rock Midstream, LP. Northern Tier Energy LP Targa Resources Partners LP Crestwood Midstream Partners LP QEP Midstream Partners LP Regency Energy Partners LP Publicly Negotiated Consideration Cash Stock Cash Stock Stock Stock Stock Stock Stock Stock Cash Mixed Cash Stock Cash Stock Stock Stock Cash Mixed Mixed Stock Stock Stock Stock Stock Stock Stock Stock Stock Stock Cash Cash Cash Stock Cash Cash Stock Mixed Stock Stock Stock Mixed Deal Size (1) $127 575 301 723 3,485 494 1,678 34 356 2,283 3,535 2,444 204 271 535 912 5,056 4,883 951 2,768 3,603 1,000 3,442 3,276 26,856 580 10,427 1,685 607 159 733 277 444 471 9,310 83 915 387 1,506 6,083 3,002 382 8,668 Mean Median Unaffected Price (2) (1.5%) Mean Median Privately Negotiated Summary Mean Median (8.7%) (8.6%) Overall Summary 4.8% 2.7% 2.2% 6.5% 1.1% 9.3% 7.6% 0.6% 6.0% 6.5% 2.0% 6.4% 16.2% 13.5% 0.0% 17.3% 6.4% 5.8% 16.7% 6.0% Publicly Negotiated Summary 13.7% 10.9% 11.2% 10.7% 12.5% 10.7% 13.9% 24.3% 19.5% 17.4% 8.2% 7,2% 21.7% 20.8% 11.1% 28.1% 23.4% 20.1% 25.8% 18.4% 17.2% 13.2 % 51.5% 56.4% Premium/(Discount) to: 30-Day VWAPⓇ) (2.1%) (11.2%) (16.3%) (0.6%) (7.9%) (9.5%) (0.2%) 8.7% 8.1% 10.9% 9.4% 5.9% 11.7% 13.9% 16.1% 11.8% 3.4% 23.5% 6.5% 22.7% 12.2% 13.0% 12.2% 22.0% 15.9% 12,7% 11.1% 11.9% 11.5% 8.7% 5.6% 11.8% 13.3% 18.6% 19.2% 29.1% 19.9% 28.0% 17.0% 22.3% 16.1% 38.8% 34.1% 26.6% 20.9% 16.4% 46.3% 10-Deal Moving Median 17.0% 6.3% NA 8.9% Company filings. 6.8% De al size calculated as equity purchase price of publicly-held units. Premium / (Discount) calculated as total consideration paid per unit relative to the price or VWAP for the Target on the unaffected date. Unaffected date is the date of the last full trading period immediately prior to the public announcement of a definitive agreement for privately negotiated transactions and the full trading period immediately prior to the initial public offer for publicly negotiated transactions. NA NA 16.5% 14.9% 6.5% 11.4% 7.1% 6.5% 6.5% NA 11.4% 7.9% 7.1% NA NA 17.0% NA 7.1% 7.1% NA 9.4% 10.9% 6.4% 6.2% 10.9% 6.2% 10.9% 6.4% 12.6% 6.2% 6.2% 12.6% 0.0% 10.9% 10.9% 8.6% 7.3% 9.6% 9.6% NA#22SIRE Take Private Analysis SIRE Organizational Chart 15 SIRE can be taken private via a tender offer up to the limited call right at 80% or through a negotiated merger, both typically requiring a conflicts committee process; SCR can vote its shares in favor of a negotiated merger agreement SIRE Ownership Turkiye Is Bankasi 51% Türkiye Şişe ve Cam Fabrikaları A.Ş. 100% C* Sisecam Chemical USA Inc. 60% Public 26% LP Akkan Enerji Ve Madencilik A.S. 100% KEW Soda Ltd. 100% WE Soda Ltd. 100% Ciner Enterprises Inc. 40% Sisecam Chemicals Resources LLC 100% Sisecam Chemicals Wyoming LLC 72% LP Sisecam Resources LP 51% Source: Company disclosures and FactSet as of July 1, 2022. 100% Natural Resource Partners LP 100% 2% GP NRP Trona LLC Sisecam Resource Partners LLC Sisecam Wyoming LLC 49% Goldman Sachs & Co. LLC (Private Banking) Fidelity Management & Research Co. LLC JPMorgan Securities LLC (Investment Management) Sphinx Trading LP Acadian Asset Management LLC Credit Suisse Gestion SGIIC SA Rockefeller & Co. LLC FIAM LLC Unitholder Equitec Proprietary Markets LLC Shapiro Capital Management LLC Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) BNP Paribas Arbitrage SNC Securities America Advisors, Inc. National Bank Financial, Inc. UBS Securities LLC Wells Fargo Clearing Services LLC Benjamin F. Edwards & Co., Inc. Rise Advisors LLC Morgan Stanley & Co. LLC Morgan Stanley Investment Management, Inc. Top 20 Unitholders Public LP Unit Total SWHC Controlled LP Units GP Units Total LP & GP Ownership Voting Units Held 620,905 217,809 165,144 100,000 52,539 36,334 25,643 25,000 22,416 15,763 4,375 3,777 2,948 2,000 679 301 200 105 100 100 1,296,138 5,248,791 14,551,000 399,000 20,198,791 % of Voting Units Value (SMM) $11 3.1% 1.1% 0.8% 0.5% 0.3% 0.2% 0.1% 0.1% 0.1% 0.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 6.5% 26.0% 72.0% 2.0% 100.0% Market 4 3 2 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $23 $93 $259 $352#23Take Private Process Overview#24Take Private Process Overview Execution Methods 16 Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a tender offer may introduce execution risk if the price is not accepted by enough unit holders Description Benefits Considerations Premium Certainty Execution Certainty Shorter Statutory Timing Available Precedents Negotiated Merger ■ Take private could be structured as a negotiated merger SCR negotiates directly with SIRE Conflicts Committee (either publicly or privately) ■ ■ Potentially greater deal certainty ■ Potentially requires higher premium to ensure success of the tender ■ Substantial market precedent ■ Longer statutory time table absent process delays OO Tender Offer Take private could be structured as a tender offer followed by the exercise of the limited call right Most precedents have included a negotiation with Conflicts Committee to solicit board support Shorter statutory timetable absent process delays No back-end unitholder vote required if the limited call threshold (80%) is reached. Note that the tender basically acts like a unitholder vote and approval of the transaction ■ Possibility of a failed tender offer if premium is not accepted by market Limited market precedent all Fuller moon means more benefit to the process#25Take Private Process Overview Illustrative Take Private Process Overview - Negotiated Merger Below is an illustrative take private transaction process involving SCR and the Conflicts Committee of SIRE. Every Conflicts Committee Process is unique based on the circumstances and the Conflicts Committee may determine it is not in the best interests of the public unitholders to move forward with any transaction 17 Initial Phase (~4 weeks) Negotiations (~4-6 weeks) Execution (~14 weeks) Total: ~22-24 weeks Note: ■ SCR, together with its advisors, evaluate the merits of potential SIRE take private transaction SCR and its advisors formulate and present take private proposals and summary evaluation materials Upon SCR Board approval, SCR submits take private proposals to the SIRE Conflicts Committee, which the SIRE Board authorizes to review, evaluate and negotiate the proposed transaction on behalf of unaffiliated unitholders SCR may choose to make a public approach; if private, SIRE may choose to publicly disclose the initial take private proposal ■ SIRE Conflicts Committee determines whether the proposal merits formal review and engages an independent advisor The Conflicts Committee's advisor reviews background to transaction, strategic alternatives and management forecasts and prepares preliminary evaluation materials ■ ■ ■ ■ I SCR and SIRE Conflicts Committee negotiate the terms and conditions of the potential take private transaction SIRE Conflicts Committee may seek a revised offer price and/or negotiate the terms and conditions of the proposal Press release announcing agreement of take private transaction Parties draft SIRE merger proxy / information statement and file with the SEC ■ Once declared effective, SIRE schedules a unitholder meeting to approve the transaction (if required) SIRE Conflicts Committee recommends revised proposal (if consistent with the exercise of their duties) and SIRE and SCR approve the definitive agreement all ■ Approval requires the affirmative vote or written consent of a Unit Majority of all outstanding LP units, voting as a single class, including units owned by SCR and its affiliates (SCR would provide its written consent in favor of the merger) Transaction closing upon SIRE unitholder and regulatory approval Subject to legal counsel review.#26Take Private Process Overview Transaction Execution Timeline Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a tender offer may introduce execution risk if the price is not accepted by enough unit holders Week 18 (1) Parent evaluates potential transaction Parent develops initial offer 0 2 Parent evaluates potential transaction. Parent develops initial offer ■ Parent notifies GP Board of potential tender offer ■ ■ GP Board engages Conflicts Committee Conflicts Committee engages outside financial and legal advisors and commences diligence 6 Parent notifies GP board of potential merger ■ GP board delegates authority to Conflicts committee to review, negotiate and recommend the potential merger to MLP unitholders ■ Conflicts Committee engages outside financial and legal advisors Both options assume customary SEC review periods. ■ ■ Tender Offer and Exercise of Limited Call Right (¹) Parent files Schedule TO (Offer to Purchase) and Schedule 13E- 3 (if required) and MLP files Schedule 14D-9 Mail tender offer materials to public unitholders and provides notice through WSJ Conflicts committee's. recommendation to public unitholders with respect to the tender offer is included in the offering materials 8 Parties begin negotiating Merger Agreement and deal terms 10 12 Sign Merger Agreement ■ Issue press release ■ File Form 8-K ■ Tender offer closes (20 business days following commencement, absent significant SEC Staff comments) ■ Parent notifies MLP's transfer agent that GP intends to exercise call right under MLP's partnership agreement 10 days later 14 Prepare and file Schedule 14A (Proxy/ Information Statement), Schedule 13E-3 (if required) Merger Agreement (¹) 16 ■ Parent closes exercise of call right (10 days after notice to MLP's transfer agent) 18 ■ Receive SEC comments on Schedule 14A (and Schedule 13E-3 if required) 20 SEC review and comment responses completed 22 ■ Print and mail proxy/ information statement to MLP unitholders (if needed) 24 MLP unitholder meeting (if needed) ■ Close merger#27Appendix#28Appendix Negotiated Merger Timing and Vote Analysis in Selected Precedent MLP Take Privates 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18. 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 19 Date of Initial Offer 1/11/2022 TBD 10/8/2021 8/5/2021 4/6/2021 2/5/2021 8/18/2020 10/5/2020 6/16/2020 2/3/2020 8/27/2019 1/28/2019 9/27/2018 11/28/2018 7/11/2018 9/19/2018 10/30/2018 9/19/2018 9/22/2018 6/8/2018 5/17/2018 5/17/2018 5/17/2018 5/17/2018 7/24/2018 5/16/2018 4/14/2018 2/21/2018 11/29/2017 10/16/2017 7/20/2017 3/2/2017 1/24/2017 12/5/2016 9/26/2016 5/6/2016 9/24/2015 10/23/2015 4/17/2015 12/2/2014 1/16/2015 Source: Note: (1) (2) (3) (4) Date of Def. Agreement 6/2/2022 5/16/2022 4/22/2022 12/20/2021 10/27/2021 3/5/2021 10/23/2020 12/15/2020 7/27/2020 2/27/2020 12/16/2019 4/2/2019 3/18/2019 2/5/2019 11/26/2018 11/26/2018. 11/8/2018 10/22/2018 10/18/2018 10/9/2018 9/18/2018 9/18/2018 9/17/2018 8/24/2018 8/2/2018 6/19/2018 5/17/2018 3/26/2018 1/2/2018 11/8/2017 8/14/2017 5/8/2017 2/1/2017 1/27/2017 11/1/2016 5/31/2016 11/3/2015 12/21/2015 5/6/2015 4/6/2015 1/26/2015 Me an Median TBD 4/5/2022 3/9/2022 5/11/2021 12/30/2020 3/3/2021 9/28/2020 6/17/2020 4/17/2020 8/21/2019 7/23/2019 6/28/2019 2/26/2019 1/28/2019 2/28/2019 1/25/2019 1/10/2019 3/12/2019 12/20/2018 12/20/2018 11/8/2018 12/17/2018 10/19/2018 9/20/2018 8/10/2018 6/30/2018 4/26/2018 2/7/2018 10/30/2017 9/15/2017 6/30/2017 4/27/2017 2/17/2017 9/30/2016 2/17/2016 6/23/2016 9/30/2015 7/22/2015 4/30/2015 Me an Me di an Date of Close TBD Me an Median TBD Days from Initial Offer to Defnitive Agreement 142 TBD 196 137 204 28 66 71 41 24 111 64 172 69 138. 68 9 33 26 123 124 124 123 99 9 34 33 33 34 23 25 67 8 53 36 25 40 59 19 125 10 Overall Summary 71 56 Publicly Negotiated Summary 99 105 Privately Negotiated Summary 52 33 Days from Initial Offer to Close TBD TBD TBD 243 337 95 134 149 104 135 234 205 299 212 230 131 121 128 110 277 217 217 175 214 87 127 118 129 148 114 102 197 157 143 144 147 146 244 166 232 104 170 148 194 214 155 135. Hartree Partners LP Diamondback Energy, Inc. Ergon, Inc. bp p.l.c. Phillips 66 Chevron Corporation. CONSOL Energy Inc TC Energy Corporation. CNX Resources Corporation Equitrans Midstream Corp. Blackstone UGI Corporation ArcLight Capital Partners SunCoke Energy, Inc. ArcLight Capital Partners. Dominion Energy Inc Westem Gas Equity Partners, LP Parent EnLink Midstream LLC Valero Energy Corporation Antero Midstream Corp. Enbridge Inc. Enbridge Inc. Enbridge Inc. Enbridge Inc. Energy Transfer Equity Cheniere Energy, Inc. Williams Companies, Inc. Tallgrass Energy LP Archrock Inc. Delek US Holdings Inc Andeavor Logistics LP VTTI B.V. ONE OK, Inc. Enbridge Inc. TC Energy Corporation SemGroup Corporation Targa Resources Corp. Westem Refining, Inc. Crestwood Equity Partners LP Tesoro Logistics LP Energy Transfer Partners, L.P. Accounts for units owned by management pledged to vote in favor of merger. Accounts for units owned by CEQP and Crestwood Holdings LLC. MLP Sprague Resources LP Rattler Midstre am LP BlueKnight Energy Partners LP. BP Midstream Partners LP Phillips 66 Partners Noble Midstre am Partners LP CONSOL Coal Resources LP TC Pipe Lines, LP CNX Midstream Partners LP EQM Midstre am Partners LP Tallgrass Energy LP AmeriGas Partners LP American Midstre am Partners, LP SunCoke Energy Partners LP TransMontaigne Partners L.P. Dominion Energy Midstream Partners LP Westem Gas Partners, LP EnLink Midstre am Partners, L.P. Valero Energy Partners LP Antero Midstre am Partners LP Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Enbridge Income Fund Holdings Inc. Spectra Energy Partners, LP Energy Transfer Partners, L. P. Cheniere Energy Partners Williams Partners, L.P. Tallgrass Energy Partners LP. Archrock Partners LP Alon USA Partners LP Westem Refining Logistics, LP VTTI Energy Partners LP ONEOK Partners, L.P. Midcoast Energy Partners LP Columbia Pipeline Partners LP Rose Rock Midstre am, L.P. Targa Resources Partners LP Northem Tier Energy LP Crestwood Midstream Partners LP QEP Midstream Partners LP Regency Energy Partners LP Company filings, Wall Street Research and FactSet. Includes selected public MLP take private transactions since 2015. Excludes transactions completed with a tender offer. Values in USD. Based on consideration paid to unaffiliated unitholders. Reflects initial public proposal from Chevron Corporation. A definitive agreement has not been reached. Deal Size (SMM) $127 575 301 723 3,450 494 34 1,678 356 2,283 3,535 2,444 204 271 535 912 5,056 4,883 951 2,682 3,442 1,000 3,603 3,276 26,856 580 10,671 1,685 607 159 733 471 6,122 83 915 387 6,083 1,506 3,002 382 8,668 Publicly Negotiated Consideration 100% Cash 100% Stock 100% Cash 100% Stock 100% Stock 100% Stock 100% Stock 100% Stock 100% Stock 100% Stock 100% Cash 78% Stock 22% Cash 100% Cash 100% Stock 100% Cash 100% Stock 100% Stock 100% Stock 100% Cash 90% Stock 10% Cash 100% Stock 100% Stock 98% Stock 2% Cash 100% Stock 100% Unit 100% Stock 100% Stock 100% Stock 100% Stock 100% Stock 100% Stock 100% Cash 100% Stock 100% Cash 100% Cash 100% Stock 100% Stock 35% Stock 65% Cash 100% Stock 100% Stock 99% Stack 1% Cash Public Economic Ownership 26% 26% 68% 46% 34% 37% 39% 76% 47% 46% 56% 74% 72% 38% 80% 39% 60% 75% 33% 47% 67% 88% 80% 17% 98% 8% 26% 65% 5.9%) 18% 48% 53% 60% 46% 5.3% 44% 91% 62% 85% 43% 77% Conflicts Committee Formed ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 41 16 25 Majority Vote Required ✓ ✓ ✓ ✓ ✓ ✓ ✓ 41 Written consent Only (Majority Owned by Parent) Overall Number X ✓ ✓ X ✓ X X X ✓ ✓ X X ✓ ✓ X X X X ✓ X ✓ ✓ X X ✓ X X X ✓ X ✓ X X X X X 18 Publicly Negotiated Number 16 6 Privately Negotiated Number 12 25 Majority of Minority Vote X X X X X X X X X X X X X X X X X X X ✓ X X X X ✓ X X X X X X ✓ X X ✓ X X X X X X 4 2 2#29Appendix Tender Offer Precedents Select Precedents Date Announced 20 5/29/2018 6/2/2017 5/18/2017 Parent CVR Energy Source: ENERGY TRANSFER MLP CVR refining WORLD POINT TERMSL PennTex MIDSTREAM PARTNERS Market Cap Prior to Announcement (SMM) $3,262 $690 $598 Transaction Tender Close Date Days to Close 1/28/2019 6/20/2017 6/30/2017 167 13 SIRE: Right to Acquire Limited Partner Interests 31 Tender Parent Parent Limited Limited Call Deal Size Tender Tender Conflicts Board Ownership Ownership Right Size Right (SMM) Consideration Premium Committee Approval Before Tender After Tender (SMM) Consideration $1,027 $159 $414 $27.63 (CVI Shares) $17.30 (Cash) $20.00 (Cash) 25.0% 5.8% 20.1% Company filings, Wall Street Research and FactSet. Calculated as exercise price divided by unit price on day prior to announcement that limited call right would be exercised minus 1. X X 69.8% 73.6% 32.4% 84.5% 91.2% 92.0% $241 $53 $33 $10.50 (Cash) $17.30 (Cash) $20.00 (Cash) all Limited Call Right Exercise (1) Premium (3.9%) 0.1% "Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership, beneficial owners or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed." 0.2%#30Appendix SIRE Partnership Agreement Excerpts Section 14.3 Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to this Agreement adopted pursuant to Article XIII, would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be. Section 15.1 Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership, beneficial owners or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. all Unit Majority Definition "Unit Majority" means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Co mon Units owned by the General Partner and its Affiliates), voting as a class, and at leas a majority the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units. 21 Note: Company Disclosure.