Our Strategy for Growth and Value Creation slide image

Our Strategy for Growth and Value Creation

Summary Observations Regarding CVR's Campaign Delek regularly evaluates all of the actions CVR is proposing ⚫ Del ek carefully reviewed each of CVR's business proposals . . Delek determined that a number of the proposals CVR has made are actions that Delek has already been pursuing Of the other proposals, we believe they would not maximize value for shareholders at this time However, Delek will continue to evaluate these and other potential opportunities in the ordinary course CVR's interests are not fully aligned with other Delek shareholders CVR is a competitor of Delek A number of CVR's proposals are self-serving and would benefit CVR's own business Delek's Board carefully evaluated each of CVR's nominees and determined that adding them to the Board would not be in the best interests of Delek shareholders ⚫ CVR's nominees do not bring any skills or experiences that are not already adequately represented on the Board . • CVR's nominees also would not advance our stated goals with respect to diversity CVR's nominees have relationships with each other and with CVR's CEO which call into question their independence from CVR and the alignment of their interests with Delek's shareholders We tried to pursue an outcome with CVR that did not involve a proxy fight - but were unable to reach a resolution We reached out to CVR in late February to try to avoid a proxy contest, but CVR wanted Delekto buy back a significant portion of their Delek shares, something they failed to include in their public disclosure of the negotiations Then, CVR and Icahn wanted us to pursue a rushed process for our retail business to fund a self tender offer, which appears to be an attempt to dress up their request for a repurchase of their Delek shares They insisted that any settlement include directors they selected-they were not interested in outcomes involving directors who are truly independent of CVR and Icahn They also insisted that they have the ability to run a proxy fight at next year's annual meeting, which they attempted to muddle in their recent public disclosure We would have preferred to a void a proxy fight, but we will not take actions that are against the interests ofDelek's shareholders CVR's self-serving campaign seeking to undermine Delek's value-maximizing strategy is not in the best interests of Delek shareholders Delek US 23
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