Summary Observations Regarding CVR's Campaign
Executive Summary
Track Record of
Strong
Performance
☐ Delek has outperformed peers and CVR over the past five years on a Total Shareholder Return ("TSR") basis
Peer-leading capital returns - returned 17% of average market capitalization over 2019-2020
☐
Growing attractive and high-return Midstream and Retail businesses
☐
Actively managing our portfolio by executing value-creating transactions
Executing Our
Strategy for
II
Shareholder
Value Creation
Board and
III
IV
Governance
Aligned
with Our Strategy
Perspectives
Regarding
CVR's
Campaign
Reducing costs and driving free cash flow generation
Prudently allocating capital and maintaining a strong balance sheet
Positioning Delek to capitalize on energy transition
Independent, diverse and purpose-built Board with skills and experiences aligned with our strategy
Regular refreshment - 3 new directors added in last 2 years
Commitment to increasing diversity - 2 of last 3 directors appointed are women
☐ Our compensation is aligned with profitability, performance, safety and shareholder returns
Implementing ESG best practices and exploring sustainable energy solutions to drive long-term value
☐
ப
☐
ㅁ
Delek regularly evaluates the actions CVR is proposing
However, CVR's proposals either would not maximize value for shareholders at this time or are actions
which Delek has already been pursuing
In addition, as a competitor, CVR would benefit from a number of its proposals
CVR's nominees would not be meaningfully additive to the Board
CVR's nominees have relationships with each other and with CVR's CEO, calling into question their
independence from CVR and whether their interests are aligned with those of Delek shareholders
Delek
US
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