#1BARCLAYS Project Fusion Preliminary Discussion Materials July 16, 2014 Confidential Confidential Presentation#2Table of Contents 1. 2. Overview of Potential Transactions and Base Case Analysis Trading Implications Appendix A. Additional Supporting Materials BARCLAYS Confidential Agenda#3Overview of Potential Transactions and Base Case Analysis#4Confidential Structural Consolidation is Expected to Positively Impact a Number of Key Factors Growth Prospects Cost of Capital Coverage CO₂ Considerations Credit Enhancement Consolidation BARCLAYS Investors receive initial dividend "bump" and visible 10% growth in the medium term • 10% dividend growth "best-in-class" among large cap C-Corp peers Lowers cost of capital of overall corporate family Provides more valuable acquisition currency 5 years of visible coverage provides funds for general corporate purposes Dilutes percentage of oil production contribution From -17% in KMP, to -14% in pro forma KMI(¹) • Creates a single "credit family" by eliminating subordination Calculated as CO, Oil Production EBITDA divided by total 2014E segment eamings 1#5Preliminary Assumptions Assumptions (1) Base Case: KMI purchases all of the publicly owned equity in KMP/EPB at a 10% premia on 1/1/15 (KMR purchased at KMP purchase price) • All share / unit prices as of 7/14/2014 ▪ KMI price: $35.97 * * Prices: KMP: $80.79/KMR: $77.48/EPB: $35.74 Acquisition Prices: KMP. $88.87/KMR: $88.87/EPB: $39.31 Assumes year-end 2014 share counts • Assumes KMI finances the KMP and EPB acquisitions with -88% equity / -12% debt and assumes outstanding KMP and EPB debt . $4.0 billion of new acquisition debt, issued at a 4.75% interest rate * Assumes $200 million of transaction expenses, assumed paid for with debt (4.75%) • Assumes KMI finances the KMR acquisition with 100% equity • Assumes KMI steps-up the value of the assets at KMP and EPB for tax purposes • Step-up calculated based on 8/8ths value of KMP and EPB units plus debt outstanding, multiplied by percentage of common units owned by the public. Purchase of KMR does not receive tax step-up • Tax basis of KMP and EPB asset step-up reduced by $3.0 billion • Asset values attributable to KMI's current ownership in KMP and EPB retain current inside basis plus basis for 2014 growth capex Annual tax depreciation on asset step-up calculated using a straight-line -13.7-Year schedule (2) Confidential • • Annual tax depreciation on growth and maintenance capex and current inside basis calculated using a 15-Year MACRs schedule • EPC EBITDA and related maintenance capex split into Citrus and NGPL cash flows and shielded 80% ■ Plantation dividends of $60 million and shielded 70% . $4 million of KMI sustaining capex, 100% expensed for tax purposes . Includes $360 million per year of remedial income for tax purposes Assumes 36.5% tax rate Source Management estimates 2 Assumes approximately 13 7 years of depreciable ife, which is the average life of the various components that make-up the depreciable base. The actual depreciable ife will vary when the depreciable base allocation is completed BARCLAYS 2#6Preliminary Assumptions (Cont'd) Assumptions (¹) • Assumes 2015-2023 KMP/EPB debt maturities are refinanced at KMI • KMI targets a $2.00 2015 dividend and a 10% growth rate through 2020 (excess cash used to repay debt) • KMI funds growth capex with $4.0 billion in aggregate equity issuance from 2016-2017 and funds the remaining growth capex with debt, subsequently 2017 equity issuance reduced by -$260 million of monies not paid out due to warrant dilution ▪ Debt issuance assumes 4.75% interest rate (rate steps up to 5.75% over time) • Assumes $20 million in savings of public company expenses due to consolidation • Assumes pro forma KMI warrant conversion into -68 million KMI shares calculated assuming 298 million warrants outstanding with a strike price of $40.00 and KMI share price at conversion of $51.87 (4.5% yield) 1. Source Management estimates. BARCLAYS Confidential 3#7Preliminary Sources & Uses (5 in millions) Sources: KMI Shares New KMI Debt Assumed KMP Debt Total Sources: KMP Uses: Purchase KMP Equity Existing KMP Debt Total Uses: KMP Public Units Out. (mm units) (Shares in millions) Rich Kinder Other Insiders (4) Current KMI Public Total" $24,321 3,339 22,201 $49,861 $27,660 22,201 $49,861 311.2 Status Quo Share Count 243 124 669 1,036 (S in millions) Sources: KMI Shares New KMI Debt Assumed KMR Debt Total Sources: KMR Uses: Purchase KMR Equity Existing KMR Debt Total Uses: KMR Public Shares Out. (mm shares) KMI Ownership % Ownership 23% 12% 65% 100% 1. Assumes KMP KMR and EPB units owned by insiders will be converted into KMI shares. 2. Assumes that all EPB and KMP directors remain insiders $10,530 $10,530 $10,530 $10,530 118.5 (Shares in millions) Rich Kinder Other Insiders (4) (S in millions) Sources: KMI Shares New KMI Debt Assumed EPB Debt Total Sources: Uses: Purchase EPB Equity Existing EPB Debt Total Uses: EPB Public Units Out. (mm units) KMP/KMR Owned by Insiders (¹5) EPB Owned by Insiders (¹)(5) Total Insider Ownership Current KMI Public KMP Public Unitholders KMR Public Unitholders EPB Public Unitholders Total Pro Forma EPB Share Count 245 124 6 0 375 669 670 291 133 2,139 Confidential $4,811 661 4,764 $10,236 $5,472 4,764 $10,236 139.2 % Ownership 11% 6% 0% 0% 18% 31% 31% 14% 6% 100% 3 Total shares outstanding at year-end 2014. Does not include warrant dilution 4 Per KMI 2014 proxy, excludes 8.8mm shares held by entities indirectly controlled by Mr. Sarofim includes 5. 1mm restricted shares issued to management. 5. Per KMI 2014 proxy and KMP and EPB 2013 10-Ks Excludes 46mm KMP units held in entities indirectly controlled by Mr. Sarofim and/or advisory managed accounts over which Mr. Sarofim or entities controlled by him have shared voting and/or dispositive powers. BARCLAYS#8Pro Forma Consequences - $4.0bn acquisition debt • KMI Price: $35.97 • KMP acquisition price = $88.87 • KMR acquisition price = $88.87 • EPB acquisition price = $39.31 KMP UP U kes KMP GP Cash Flows EPS LP EPS OP Cash F KMP/EPB EBITDA Des Cash From C Cash From NGPL Cash From P C KM Sting Capes Menance Cape Spoerges KMP/EPS Man Capital KM/EPS Or KM GIA Existing KP/EPS Expense rest Expone from Acquisitions est Expense from Growth Caper Cash Tar Coverage Distributed Cash Flow Accretion/Dion- Accretion/Dution)-5 % Growth 2015-2018 CAR 2018-2023 CAGR Accretion/n)-1 Accretion/tin- % Growth 2015-2018 CAGR 2018-2023 CAGN Det & Credit Suistics 100% Consted De 100% Consoldated Debt/100% Conded TA Moody's Ad Debt/sbons OberENTDA Other Stud To Grow Capes Th Change in D Assumes 4 60% yold Assumes 4 50% yield 2015 2,173 241 (509) (819) $1,300 10363 $1.34 Pro Forma Consequences (¹)(2) 9 2017 1773 2,487 2,791 3,205 201 247 300 R 2011 3.3% $1.34 12:04 £2.12 2011 7.3% 3,411 267 336 7.2% 1,080.9 1,000 B 1,0609 6.P% 130472 $45.00 4310 5410 350 490x 5.00 4.98 LM: 500x 5.42 5.00 4.0 3322 2331 3,627 3,855 275 (933) (1,222) (1311) (1,403) (1,501) (1,004) (1793) 12,115 12,109 $7,352 1230 17,683 17,300 $1,000 11,307 $2.445 $2.500 $2,352 12.303 $3,247 1,000.9 1,000 5 113,056 $5,347 13.857 3900 $1,010 2021 $2,482 $7,040 1,000 9 2022 (16) (618) $M1 4,096 4,352 CPS 5 435 $3,000 300 450 1,000 B (16) 43% $3.13 8.5% 351318 $52,785 $53,719 $54811 4.39x 40TA 395 183x 404x 3.83 354x 7,341 8,080 8.573 161 501) OM 1 (32) DOR 2017 80 140 2018 10,005 2019 (0) $ $4,59 1.13 $2,000 $1,780 $4.395 $4.40 (4) BPT) (117) (117) (117) (15) crasy (108) (540) (012) (695) 8160 1816 816) (1,307) (1319) (1.300) (1.2335) (136) (1,36) (200) 200) (700) (290) (200) (2000) (200) GOO (329) (622) OSNEP) (1970) (1,901) (1,251) (1,400) (1,575) (403) (373) (325) (723) (830) (wo) (1,067) (122) 14,244 $5,455 34,001 $7,382 57.378 STAFF 500 422 757 $4,337 14.39 $5.529 14,42 2,198.7 2.235.9 2.2948 2.254.5 18.310 19 $4,400 $7.359 SISTT $4,003 22846 2,284.8 2,284.5 20 (913) (5635) (M) (42) (100) (113) (117) (17) 11.337 12,117 12.778 13365 22348 50.16 $0.20 30.35 30.44 30.56 5 TO2% 17.1% 20.1% 224% 100% 100% 100% 1 345,213 $50.152 354,547 $57.00 50.53 1.84 582 5.55 512x 5.05 5.90 5.93 583x 530x 530x Calculated as 2014 interest expense at KMP and EPB, KMP and EPB debt maturities are refinanced in future periods at pro forma KM at 4.75% (rate steps up to 5.75% over time) Per management guidance BARCLAYS Confidential a (180) $2.74 12:35 11.01 30.19 10.21 10.30 30.47 30.50 30.73 30.70 5047 10.2% 10.3% 17.95 20.9% 243% 28.3% 25.3% 22.7% 11.7% 10.0% 12.05 100% (4) 14,036 000 354.540 367.50 5.02 4.97 526x 5.22 5.1 $8,350 $1.50 $1.M 30.6 5000 5063 50.60 27.4% 24.05 2135 ( 475 2284.6 4.3% 6.4% $3.77 30.64 20.4% 4.3% 80% $70.829 494 SM $2,900#9Sensitivity Analysis to Premiums Sensitivity to premium paid to KMP, EPB and KMR(1) Sensitivity Analysis(²) Premium KMI KMP KMR EPB Implied Unit Prices EPB KMP/KMR 10.0% $88.87 11.0% $89.68 12.0% $90.48 13.0% $91.29 15.0% 14.0% $92.10 $92.91 $35.97 $80.79 $77.48 $35.74 $39.31 $39.67 $40.03 BARCLAYS $40.39 $40.74 7/14/2014 Share / Unit Prices $41.10 1. Assumes KMP and KMR at equal unit prices 2. Assumes a 4.50% yield 2015 $507 $493 $479 $464 $450 $436 2016 2017 $536 $518 $501 $484 $467 $450 $472 $452 $432 $412 $391 $371 6 Cash Coverage 2018 2019 $757 #$412 $733 $686 $663 $639 $385 $710# $357 $330 $302 $274 2020 $19 $0 $0 $0 $0 $0 Cumm. $2,703 $2,581 $2,479 $2,376 $2,273 $2,171 Confidential 2020E Dividend / Share $3.22 $3.22 $3.20 $3.19 $3.18 $3.16#10Preliminary Has-Gets Analysis KMP Status Quo (Value) Expected Distribution Assumed Yield Implied Unit Price KMP Pro Forma (Value) KMP Public Units Outstanding KMI Share Issued Adjusted Exchange Rabo KMI Pro Forma Dividend Assumed Pro Forma KMI Yield Implied Value of KMI Stock Cash Portion Received Total Value to KMP Unitholders Estimated Unitholder Taxes Total Value to KMP Unitholders (Afler-Taxes) Implied Value Uplit (Pre-tax) Implied % Uplift (Pre-tax) Implied Value Upit (After-tax) Implied % Uplit (After-tax) Distribution Comparison KMP Status Quo Distribution %Equity Funded Adjusted KMP Distribution Pro Forma Dividend to KMP Unitholders Accretion/(Dilution)-$ Accretion/(Dilution) -% KMP 2015 311.2 676.1 2.1724 2016 $22.87 27% $10.72 13% $6.18 $6.46 $6.96 $7.00 6.91% 6.91% 6.91% $84.41 $89.48 $93.53 $100.77 $102.58 $5.83 6.91% 6.91% $5.83 88% $5.13 2017 311.2 $2.00 311.2 311.2 311.2 6761 676.1 676.1 676.1 2.1724 2.1724 2.1724 2.1724 $2.20 $2.42 $2.66 $2.93 4.50% 4.50% 4.50% 4.50% $96.56 $106.20 $116.82 $128.51 $141.36 $10.73 $10.73 $10.73 $10.73 $10.73 $107 28 $116.93 $127.55 $139.24 $152.09 (12.15) (12.15) (12.15) (12.15) (12.15) $95.13 $104.78 $115.40 $127.09 $139.94 $27.46 $34.02 31% 36% $15.31 $21.87 23% $6.18 $6.46 2018 85% $5.43 $5.68 $4.34 $4.78 $5.26 ($0.78) ($0.65) ($0.42) (15.2%) (12.0%) 2019 $38.47 $49.51 38% 48% $26.32 $37.36 20% 30% $6.12 $7.09 88% $6.23 $5.78 $6.36 ($0.34) $0.13 (5.5%) 21% EPB Status Quo (Value) Expected Distribution 7 Assumed Yield Implied Unit Price EPB Pro Forma (Value) EPB Public Units Outstanding KMI Share issued Adjusted Exchange Ratio KMI Pro Forma Dividend Assumed Pro Forma KMI Yield Implied Value of KMI Stock Cash Portion Received Total Value to EPB Unitholders Estimated Unitholder Taxes Total Value to EPB Unitholders (After-Taxes) Implied Value Uplit (Pre-tax) Implied% Upit (Pro-tax) Implied Value Uplift (After-tax) Impled % Upin (After-tax) Distribution Comparison EPB Status Quo Distribution %Equity Funded Adjusted EPB Distribution Pro Forma Dividend to EPB Unitholders Accretion/(Dilution)-$ Accretion/(Dilution) -% EPB 2015 $2.60 7.27 % $35.74 $11.72 33% $8.72 24% 2016 $2.60 88% $2.29 Confidential 2017 $2.60 $2.73 $2.78 7.27% 7.27% 7.27% $35.74 $37.53 $38.21 $2.60 139.2 133.8 139.2 139.2 139.2 139.2 133.8 133.8 133.8 133.8 0.9610 0.9610 0.9610 0.9610 0.9610 $2.00 $2.20 $2.42 $2.66 $2.93 4.50% 4.50% 4.50% 4.50% 4.50% $42.71 $46.96 $51.68 $56.85 $62.53 $4.75 $4.75 $4.75 $4.75 $4.75 $47.46 $51.73 $56.43 $61.60 $67 28 (3.00) (3.00) (3.00) (3.00) $44.46 $48.73 $53.43 $58.60 (3.00) $64.28 $2.29 2018 $15.99 $18.90 $23.38 45% 61% $12.99 $15.90 $20.35 30% 53% $2.73 88% $2.40 $2.78 88% $2.44 2019 $1.92 $2.11 $2.56 ($0.36) ($0.17) $2.33 (50.07) $0.11 (15.9%) (7.5%) (3.1%) 4.7% $2.87 7.27% $39.52 $27.76 70% $24.76 63% $2.87 88% $2.53 $2.81 $0.29 11.3% Source: Per management 1. Calculated as 2014 distribution guidance of $5 58 for KMP/52 60 for EPB divided by current unit prices of $80.79 for KMP/S35.74 for EPB. 2. Calculated by dividing the number of KMI shares issued to KMP unit holders by the number of KMP units outstanding 3. Approximate calculation for an average unit holder. Actual gain could be more or less. Assumes passive losses have not been utilized and can be utilized on the sale to offset ordinary income Assumes individual tax rate of 35% for ordinary income and 22% for capital gains for illustrative purposes. If the maximum federal rates of 40.5% for ordinary income, and 23.8% for capital gains are used, faxes would be $13.55 and $3. 37 for KMP and EPB, respectively. BARCLAYS#11Trading Implications#12KMI Historical Trading vs. GPs KMI has underperformed since late 2012 vs. the GP universe KMI Yield vs. GP Comparables(¹) Yield 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 2/11/2011 Yield 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% -KMI 2/11/2011 10/18/2011 -ETE BARCLAYS 10/18/2011 6/24/2012 -PAGP -WGP KMI Yield vs. GP Comparables (Index) 6/24/2012 3/1/2013 TRGP KMI 1. Per Factset 2 Per Factset. Shown as average yield of the following comps: ETE, OKE, PAGP, SE, TRGP, WGP and WMB 8 3/1/2013 OKE GP Comps (2) 11/6/2013 WMB 11/6/2013 Confidential KMI: 4.67% WMB: 3.84% OKE: 3.36% ETE: 2.50% PAGP: 2.27% TROP: 1.85% WGP: 1.69% 7/14/2014 SE KM: 4.67% Comps 7/14/2014#13Comparable Midstream Companies Summary Comparison ($ in millions, except per share data) Implied Market Capitalization Implied Enterprise Value Enterprise Value as multiple of EBITDA: 2015E 2016E 2017E DCF Yield: 2015E 2016E 2017E Current Yield 4Q14 Annualized Yield 1Q15 Annualized Yield 2014E Forecasted Coverage Expected Dividend Growth (2014-2017) EPD 9 $72,986 $90,588 15.6x 14.4x 13.4x 6.05% 6.56% 6.97% 3.71% 3.82% 3.88% 1.5x 6.3% Note: Market data as of 7/14/2014, estimates per Wall Street research 1. Pro forma for Williams' acquisition of GIP's GP and LP interests in Access Midstream Partners 2. Dividend yield shown for WMB. Current yield as announced for Q3 2014. 3. KMI is pro forma transaction assuming 4.5% yield. Coverage is 2015E and estimated growth is 2015-2018. 4. Assumed yield for KM BARCLAYS WMB (12) $43,542 $76,307 14.8x 13.1x 11.9x 4.22% 4.83% 5.57% 3.84% 3.91% 3.99% 1.1x 18.4% PF KMI) Confidential $95,061 $135,877 17.0x 15.2x 13.8x 5.03% 5.49% 5.91% 4.50% NA (4) ΝΑ 1.1x 10.0%#14Other C-Corp Comparables Enterprise Value Equity Value Enterprise Value /FY1 EBITDA LQA Yield Historical Dividend Growth Rate (2003- Current) Projected Dividend Growth Rate (2014-2016) 2013 Payout Ratio (¹) 2013 Dividends / Free Cash Flow (2) Comparable Company Data TransCanada $61,577 $35,006 12.4x 3.62% 5.4% 5.9% 82% NM ENBRIDGE 10 $73,539 $39,657 16.0x 2.75% 11.7% 9.4% 71% NM Confidential DUKE ENERGY. $90,761 $50,931 10.2x 4.45% (0.3%) 2.4% 71% 256% Note: All data shown in US dollars and per FactSet 1. Calculated as dividend per share divided by adjusted EPS per FactSet 2. TRP FCF (2013A USD) ($741mm): Dividends (2013A USD): $1,224mm ENB FCF (2013A USD): ($4,606mm): Dividends (2013A USD): $956mm DUK FCF (2013A USD) $856mm Dividends (2013A USD): $2,192mm BARCLAYS#15Comparison of PF KMI vs. S&P 500 High Dividend Stocks • KMI would stand out in the S&P 500 due to its high dividend and dividend growth rate • Based on current market conditions and pro forma metrics of the proposed combined company, it is our view that the pro forma combined company will trade at a 4.50% yield or below (3) Overview(¹) Company Name PF KMI 2 General Electric Company Chevron Corporation Procter & Gamble Company Pfizer Inc. Philip Morris International Inc. Cisco Systems, Inc. McDonald's Corporation Altria Group, Inc. Simon Property Group, Inc. Lockheed Martin Corporation Industry Oil & Gas Midstream Industrial Conglomerates Integrated Oil Household/Personal Care Pharmaceuticals: Major Tobacco Computer Communications Restaurants Tobacco Real Estate Investment Trusts Aerospace & Defense Market Cap $95,061 $268,694 $244,982 $220,671 $192,255 $135,346 $130,398 $99,351 $86,113 $52,630 $51,190 11 LQA Dividend Yield 4.50% 3.30% 3.31% 3.17% 3.44% 4.37% 2.99% 3.22% 4.43% 3.07% 3.29% 2014-2016 Dividend Growth 10.0% 8.7% 5.0% 6.9% 4.8% 4.9% 9.9% 7.6% 7.4% 6.6% Confidential 14.9% EV / 2014 EBITDA Multiple 17.0x 18.4x 4.9x 12.5x 8.8x 12.1x 6.6x 10.5× 12.0x 19.2x 8.4x Source: FactSet 1. Companies shown meet the following criteria in S&P 500, market cap> $40 billion, LQA dividend -3%, 2014-2016 dividend growth > -5% 2 KMI data shown at beginning year 2015 pro forma for KMP/KMR/EPS acquisitions. Dividend growth is shown from 2015-2017 EV/EBITDA multiple is shown as a multiple of 2015 EBITDA 3. Barclays does not render formal opinions or assurances regarding future trading values. BARCLAYS#16Pro Forma Yield Comparison Relative to large and mid cap partnerships with similar distribution growth rates, pro forma KMI would offer an attractive yield Magellan Midstream Partners Western Gas Partners Comparison Combined Access/ Williams Partners Plains All American Pipeline Targa Resources Partners EnLink Midstream Partners Spectra Energy Partners Pro Forma KMI - Expected BARCLAYS 12 Expected Distribution Growth Rate 13.0% 12.0% 11.0% 10.0% 8.0% 8.0% 7.0% 10.0% Current Yield 2.9% 3.3% 3.7% 4.3% 4.5% 4.5% 4.2% Confidential 4.5%#17Appendix#18Additional Supporting Materials#19Summary Assumptions for Years 2019-2023 Standalone 2019-2023 Assumptions (¹) • KMP: Assumes annual KMP EBITDA growth of 5% (2% baseline EBITDA growth and 3% EBITDA growth funded by growth capex) ▪ Maintenance capex assumed to be 5% of EBITDA ■ EBITDA growth from capex assumed at a 7.0x investment multiple ▪ Growth capex is funded with 50% equity / 50% debt • EPB: Assumes annual EPB EBITDA growth of 5% (2% baseline EBITDA growth and 3% EBITDA growth funded by growth capex) ▪ Maintenance capex assumed to be 3.25% of EBITDA ■ EBITDA growth from capex assumed at a 7.0x investment multiple ▪ Growth capex is funded with 50% equity / 50% debt • KMI: KMP and EPB growth in LP distributions / GP cash flow per current ownership structure ■ Assumes no debt / equity is issued at KMI ▪ Assumes a ~35% tax rate on cash flows 1. Source: Management estimates. Confidential BARCLAYS 13#20Disclaimer These pages contain material that was provided to the Board of Directors (the "Board") of Kinder Morgan Inc. (the "Company") by Barclays Capital Inc. ("Barclays"), the United States investment banking division of Barclays Bank PLC. The accompanying material was compiled or prepared on a confidential basis solely for consideration by the Board and no part of it may be reproduced, distributed or transmitted without the prior consent of Barclays. The information contained in this material was obtained from the Company and publicly available sources, and Barclays has relied upon such information without independent verification thereof. These materials are being provided in connection with an actual engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy any securities described herein. Confidential Any estimates and projections contained herein have been prepared by management of the Company or were obtained from publicly available sources or are based upon such estimates and projections. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Theses material are not, and shall not be considered as, a fairness opinion nor as a report, opinion or appraisal relating to any consideration or the fairness of any consideration involved in the proposed transaction. Because these materials were prepared for use in the context of a presentation to the Board, these materials are incomplete without reference to, and should be viewed in conjunction with, the oral briefing provided by Barclays. These materials were not prepared to comply with the disclosure standards under state and federal securities laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Board, neither the Company nor Barclays nor any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Board. These materials are not intended to provide the sole basis for evaluation of the proposed transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed transaction. Barclays, its affiliates and the individuals associated therewith may (in various capacities) have positions or deal in transactions or securities (or related derivatives) of the Company or any counterparty to the transaction contemplated herein. IRS Circular 230 Disclosure: Barclays and its affiliates do not provide tax advice. Please note that (1) any discussion of U.S. tax matters contained in this communication (including any attachments) cannot be used by the Company for the purpose of avoiding tax penalties, (ii) this communication was written to support the promotion or marketing of the matters addressed herein; and (iii) the Board should seek advice based on its particular circumstances from an independent tax advisor. Barclays Capital is the investment banking division of Barclays Bank PLC. Barclays Bank PLC is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Copyright Barclays Bank PLC, 2014 (all rights reserved). This document is confidential, and no part of it may be reproduced, distributed or transmitted without the prior written permission of Barclays BARCLAYS 14