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Fixed Income Investor Presentation Wintershall Dea Fixed Income Investor Presentation SEPTEMBER 2019 INVESTOR PRESENTATION AGENDA 1 COMPANY INTRODUCTION AND STRATEGY 2 CREDIT HIGHLIGHTS 3 HISTORICAL FINANCIALS 4 CONCLUSION A APPENDIX PAGE 2 SECTION 1 COMPANY INTRODUCTION AND STRATEGY PAGE 3 COMPANY INTRODUCTION AND STRATEGY FOCUSED ACTIVITIES ACROSS THE E&P VALUE CHAIN UPSTREAM MIDSTREAM European Pipeline Exploration – Development – Production Networks Stable cash flows Strong cash flows from from infrastructure E&P activities 1 2 assets SOURCE: COMPANY INFORMATION PAGE 4 COMPANY INTRODUCTION AND STRATEGY WINTERSHALL DEA AT A GLANCE DIVERSIFIED UPSTREAM PORTFOLIO CENTRED AROUND 4 REGIONS RESERVES CATEGORISATION (2018YE) 589 mboe/d 66% Gas Baa2/BBB 2018 WI Production 2018 Production Split Moody’s/Fitch Ratings bn boe 2P+2C 1P RP1 2P RP1 RP1 15 years 18 years 31 years Northern Europe Russia 2P Res: 893 mmboe 2P Res: 2,345 mmboe 1P/2P 1 2 Ratio ‘18 Prod: 203 mboe/d ‘18 Prod: 252 mboe/d 82% 35% 2.6 3 Latin America Middle East & North Africa (MENA) 65% 35% 2P Res: 268 mmboe 2P Res: 201 mmboe 4 3 ‘18 Prod: 74 mboe/d ‘18 Prod: 60 mboe/d 3.7 2 2.9 2 3.0 6.3 3 34% 66% €6.3bn €3.6bn €1.2bn 1P 2P 2C 2P+2C 2018 PF Sales Revenues 2018 PF EBITDAX 2018 Free Cash Flow4 1 RESERVES TO PRODUCTION RATIO (OR RESERVES AND RESOURCES TO PRODUCTION RATIO, WHERE APPLICABLE). 2 93% AUDITED BY EXTERNAL AUDITORS. 3 NOT EXTERNALLY AUDITED. 4 AGGREGATED NUMBER FOR WINTERSHALL AND DEA. PAGE 5 COMPANY INTRODUCTION AND STRATEGY WINTERSHALL DEA MERGER SHAREHOLDING STRUCTURE STRATEGIC RATIONALE FOR THE MERGER . Create the Leading European Independent exploration and production company with strong international operations and significant scale . 5.7% 67% (33% Increase competitiveness and future viability (72.7%) (27.3%) . Create value through additional growth opportunities and realization of €200m p.a. of synergies by year 3 of the merger Ordinary shares Preference shares1 SOURCE: COMPANY INFORMATION. 1 PREFERENCE SHARES WILL BE CONVERTED INTO ORDINARY SHARES IN WINTERSHALL DEA NO LATER THAN 36 MONTHS AFTER CLOSING OF THE MERGER BUT IN ALL CASES BEFORE AN IPO. PAGE 6 COMPANY INTRODUCTION AND STRATEGY CORPORATE STRATEGY • Robust financial framework anchored on commitment to Baa2/BBB rating Financial Discipline • Disciplined and prudent cash prioritisation and capital allocation framework • Sustainable shareholder returns through the cycle • Balanced profitable growth and sustainable shareholder distributions Balanced Value Creation • Portfolio renewal through focused exploration and accretive M&A opportunities • Relentless focus on health and safety and minimising our environmental footprint Operational Excellence • Continuous improvement of efficiency with focus on maintaining top quartile operating costs • Partner of choice with proven ability to forge enduring and mutually beneficial relationships Partner of Choice • Maintaining and growing operating capabilities • Maintaining low carbon gas dominated portfolio Energy Transition • Contributing to the energy transition by continuously improving carbon efficiency in all activities • Developing a leading position in transparency on carbon footprint PAGE 7 COMPANY INTRODUCTION AND STRATEGY ESG FRAMEWORK Governance Environment & Climate Protection We are committed to doing We explore and We constantly minimize our ecological business responsibly and produce gas and oil footprint and use resources efficiently. creating trust through worldwide in transparency. the most efficient Principles and Social Responsibility responsible way. We enforce social standards in all we do and actively engage with our stakeholders. Operational Climate Diversity Value Chain Stewardship • 66% of our production is • ISO 14001 and 45001 • Embracing diversity and • Supplier Code of Conduct low-carbon gas on relevant locations inclusion includes our ESG standards Focus Areas • No routine flaring in own • Water risk assessment • Over 60 nationalities part • Sustainability para-meters operations1 on relevant sites of inclusive culture part of supplier assessments • Low CO2 emission intensity • Platform recycling in • Share of >30% women in of around 11 kg/boe the north sea workforce above industry • Joint Venture Partnering • Support of long-term average2 program community development Initiatives Zero Routine Flaring Methane Guiding by 2030 Initiative Principles 1 CURRENTLY EXCEPT LIBYA DUE TO THE SECURITY SITUATION. 2 INDUSTRY AVERAGE OF 22% ACCORDING TO WORLD PETROLEUM COUNCIL (2017) SOURCE: COMPANY INFORMATION PAGE 8 SECTION 2 CREDIT HIGHLIGHTS PAGE 9 CREDIT HIGHLIGHTS Leading European Independent Gas and Oil Company with a large and diversified portfolio 1 2 Resilience through industry leading operating costs 3 Strong partnerships with world class operators 4 High visibility on medium term profitable growth 5 Major European pipeline distribution network providing stable and highly visible cash flows Robust financial policy underpinned by commitment to Baa2/BBB credit rating and disciplined 6 capital allocation framework 7 Highly experienced management team with strong corporate governance The Leading European Independent Gas and Oil Company PAGE 10 CREDIT HIGHLIGHTS 1 LEADING EUROPEAN INDEPENDENT GAS AND OIL COMPANY WITH A LARGE AND DIVERSIFIED PORTFOLIO 2018 2P RESERVES SOME OF OUR KEY ASSETS2 Liquids Gas 73% Russia 27% • Achimov I • 96 mboe/d 3.71 • Achimov IV & V (bn boe) • First gas: 2020/2021 • Yuzhno Russkoye • 150 mboe/d 2018 PRODUCTION Vega DIVERSIFICATION Russian • 27 mboe/d Brent / Gas 36% Liquids 34% 589 Mittelplate (mboed) • 21 mboe/d European Spot Gas Argentinian Egyptian 15% Gas 11% CMA-1 Gas 4% 2018 EBITDAX3 • 51 mboe/d OECD 71% Ghasha Development 3.6 (€bn) • First gas: 2022 Non- OECD 29% SOURCE: COMPANY INFORMATION. 1 93% EXTERNALLY AUDITED. 2 2018 WI PRODUCTION. 3 PRO FORMA 2018 EBITDAX. PAGE 11 CREDIT HIGHLIGHTS 2 RESILIENCE THROUGH INDUSTRY LEADING OPERATING COSTS PRODUCTION COSTS1 VS. PEERS2 PRODUCTION COSTS OVER TIME (US$/BOE; THREE-YEAR AVERAGE (US$/BOE) 2016A – 2018A) 4.5 7.1 4.3 3 14A H1 19 Peer median: $8.2/boe SOURCE: COMPANY INFORMATION. NOTE: OCCIDENTAL PETROLEUM (OXY) METRICS ARE PRO-FORMA FOR ANADARKO. ¹ PRODUCTION COSTS INCLUDE ONLY PRODUCTION RELEVANT AND OPERATING LEASE EXPENSES. ² INCL. AKER BP, APACHE, BP, CONOCOPHILLIPS, ENI, EQUINOR, GALP, HESS, LUNDIN, NOBLE ENERGY, OMV, OXY, REPSOL, SANTOS, SHELL, TOTAL, WOODSIDE. 3 AGGREGATED NUMBER FOR WINTERSHALL AND DEA. FOR ILLUSTRATIVE PURPOSES ONLY. PAGE 12 CREDIT HIGHLIGHTS 3 STRONG PARTNERSHIPS WITH WORLD CLASS OPERATORS PROVEN PARTNERSHIP MODEL WITH LONG HISTORY OF OPERATIONAL TRACK RECORD (2018 PRODUCTION SPLIT) Production Operating in the Country 2018, mboe/d country since Key Partners Russia 252 1990s Non-operated 19% JV-operated 67% Norway 140 1970s Argentina 71 1980s Operated 14% Egypt 26 1970s Mexico 3 2017 UAE N/A Development SOURCE: COMPANY INFORMATION. PAGE 13 CREDIT HIGHLIGHTS 4 HIGH VISIBILITY ON MEDIUM TERM PROFITABLE GROWTH OUR MAJOR DEVELOPMENT PROJECTS AND PRODUCING ASSETS WITH FURTHER UPSIDE Norway Russia • Njord • Bauge (Njord area) • Achimov IV & V • Plateau production: • Plateau production: • Plateau production: 40 mboe/d 10 mboe/d 90 mboe/d • First oil: 2020 • First oil: 2020 • First gas: 2020/2021 • Dvalin • Nova • Yuzhno Russkoye (Turonian) • Plateau production: • Plateau production: 30 mboe/d 30 mboe/d • Plateau production: 40 mboe/d • First gas: 2020 • First oil: 2021 • First gas: 2019/2020 • Ærfugl • Plateau production: 25 mboe/d • First oil: 2020 UAE • Ghasha Concession • Plateau production: 40 mboe/d Mexico • First gas: 2022 • Zama • FID 2021 Egypt • Raven (WND) • Plateau production: Argentina (pre-FID) 30 mboe/d • Fenix • First gas: Q4 2019 • FID 2019/2020 • Aguada Federal & Bandurria Norte • FID 2020 Profitable production growth to 750 mboe/d by 2023 SOURCE: COMPANY INFORMATION PAGE 14 CREDIT HIGHLIGHTS 5 MAJOR EUROPEAN PIPELINE DISTRIBUTION NETWORK PROVIDING STABLE AND HIGHLY VISIBLE CASH FLOWS • Major player in the non-cyclical European gas DENMARK Baltic Sea transportation business North Sea Kiel Greifswal • Midstream business consists of: d Hamburg Schweri Emden n Bremen NEL Bacton Balgzand • Partly / non-regulated pipeline assets (OPAL + Nord Bunde UNITED EUGAL BERLIN KINGDOM Rehden Mallnow Stream 1): Hanover Amsterdam Frankfurt/ London Hamel Q NETHERLANDS Lippe n Magdebur • Earnings independent from demand fluctuations g Radeland Krefeld POLAND Zeebrugge Kasse Dusseldorf Leipzig Dresden Cologn l STEGAL • Significant cash flows from dividends e Weisweiler Erfurt Brussels Aachen Reckrod Eischleben BELGIUM Rückersdorf Brandov 5 Frankfurt Olbernha • Regulated pipeline assets (GASCADE, NEL, EUGAL ): u Le Havre Prague LUXEMBOURG Waldhau • FRANCE s Earnings independent from demand fluctuations on the Ludwigshafe Nurember CZECH Paris n g REPUBLIC basis of regulation Stuttgar t • Fixed and reliable returns on regulated midstream Burghausen Vienna WIGA Group6 Pipeline Network Munich assets WIGA Group Compressor Stations SWITZERLAND AUSTRIA • Net RAB 2018 of €2.6bn2 (GASCADE, NEL)3 Wintershall Capacity In operation Pipeline Length km • Return on regulatory equity4: 6.91% for new systems, Dea Share, % bcm p.a. Since 1 5.12% for old systems GASCADE Grid 50.0 N/A 2,400 1992 OPAL 40.0 36 473 2011 • Midstream business is currently under-levered compared to NEL 25.5 20 441 2012/2013 Nord Stream 1 15.5 55 1,220 2011/2012 peers, further enhancing credit capacity of the Group EUGAL5 25.3 55 480 End 2019 Over €200m p.a. of stable midstream cash flows able to cover debt
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