Orica Limited · ASX:ORI
Orica — Merger or Acquisition (September 2005)
21 slides from Orica's merger presentation, Sep 19, 2005
Slide 1: Ce ie
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Slide 2: Overview
Overview | An outstandine « Macquarie led consortium (“Macquarie consortium") to acquire Dyno Nobel’s global business — Macquarie consortium to retain North America, Australia, DetNet JV and Mexican Initiating Systems (IS) plant — Remaining businesses to be on-sold to Orica * Orica to acquire Europe
Slide 3: Transaction structure
Transactio! 1. Macquarie consortium acquires 100% of Dyno Nobel Dyno Nobel in the first instance MACQUARIE 2. Macquarie consortium on-sells European, CONSORTIUM Middle Eastern, African, Asian and Latin ¢ North America American businesses to Orica + Australia — Macquarie consortium retains North Amer
Slide 4: Europe, Middle East and Africa, Asia, Latin America businesses acquired
Europe, Middle East and Africa : Latin América Belgium Italy Argentina Bulgaria Norway Bolivia Czech Republic Poland Brazil Denmark Portugal Chile Estonia Russia Colombia Faeroe Island Slovakia Costa Rica Finland South Africa Cuba France Spain Mexico Germany Sweden Panama Ghana Switzerland Peru Gree
Slide 5: Transition
Transition Phase one— Phase two— Phase three— Acquisition Separation Integration + Acquisition of 100% of + Anti-trust and regulatory + Integration process Dyno Nobel by approvals obtained + ~ 2year process Macquarie consortium * Progressive transfer of * Completion expected in businesses to Orica o
Slide 6: EMEA, Asia and Latin America
EMEA Asia Latin America Note: 41. Twelve months ended June 2005, includes Dyno Nobel allocated corporate cosis 2. No adjustments made to align differing accounting policies between Orica and Dyno Nobel 3. Converted using an AUS/USD spot rate of 0.76 od SOO ern Total ploye
Slide 7: EMEA Overview
Overview * The Nordic region is Dyno Nobel's primary market in the EMEA region * Global head office and EMEA regional head office based in Oslo, Norway « Primary IS manufacturing facility located in Gyttorp, Sweden * Nordic and Western European markets predominantly Quarry & Construction * Eastern E
Slide 8: Latin America Overview
Latin Ame Approximately 3: Locations Dyno Nobel ® Citeos @ Plants Note: +. Twelve months ended June 2005 2. Excludes Mexican IS plant (acquired by Macquarie consortium) Overview Key manufacturing facilities located in Chile and Brazil (Mexico |S plant acquired by Macquarie consortium) IS assembly pl
Slide 9: Asia Overview
Approximately 1 Locations Dyno Nobel ® Offices @ Planis Note: 1. Twelve months ended June 2005 Overview * AN manufacturing facilities in Thailand and Philippines « Emulsion plants in Indonesia and PNG « Largest regional market is Indonesia * Growth fuelled by strong demand for coal and metals
Slide 10: Expansion of global footprint
Expansion of global footprint Extended access to new and growing regions — Russia, Asia and Latin America OMS transforming acquisition with manageable risk Earnings diversification for Orica Mining Services Significant cost savings Scale benefits for research and development / sales and marketing In
Slide 11: Financial ratios
Financial ratig A financially co « Achieves an 18% RONA in third full year of acquisition (FY2009) « EPS accretive (before significant items) in first full year (FY2007) + Funding package designed to maintain support for BBB+ credit rating « Gearing expected to be restored to target range 35% - 45%
Slide 12: isp eee ii
isp eee ii g ie 11% Be 20% J Se oo Le North America @ Asia Pacific tm North America @ Asia Pacific m Europe w Latin America im Europe w atin America 12
Slide 13: Global Mining Regions
Slide 14: Significant cost savings
Significar To be achieved | Expected cost savings « Orica has conducted a detailed review of potential cost savings « Annualised cost savings of A$90 million are achievable by the end of the third year following the acquisition — Progressively achieved over 3 years — Most expected to be achieved in
Slide 15: Significant cost savings by type and geography
Significant EBIT cost savings by type EBIT cost savings by geography 18% 15% 43% @ Rationalisation of administration Latin America ti Rationalisation / optimisation of plants rere A lil Improved logistics / purchasing Global @ Other Detailed internal analysis of sources and timing of cost savings 15
Slide 16: Specific opportunities for cost savings
Significant Specific opport « Duplication of administration activities and systems in 16 countries « Duplication of IS manufacturing and assembly plants in all 3 regions — Dyno Nobel have 12 IS plants — OMS have 9 IS plants « Opportunity to improve the operational efficiency of the various manufactu
Slide 17: Orica Mining Services
Orica Mining Se Establishes Oric: Sales (revenue) ~A$2.5 billion Employees ~8,000 Sales in 98 countries Operations in 50 countries 17
Slide 18: Funding overview
Overview A$967M Transaction cost * Total acquisition cost A$967 million — +,900 (including transaction costs) « Funded by mix of equity, the issue of 800 a hybrid security and existing debt 600 Aoaiieten | facilities eau + Designed to support BBB+ credit 400 rating + Target gearing range of 35% to 4
Slide 19: Total equity raising of approximately A$450 million
+ Total equity raising of approximately A$450 million conducted by a pro rata entitlement issue « All shareholders have equal ability to participate « Underwritten « Terms to be announced on or about 21 November 2005, concurrent with Orica’s full year results 19
Slide 20: Total hybrid raising of approximately A$400 million
Total hybrid raising of approximately A$400 million Joint lead managers have been appointed Hybrid instrument expected to be perpetual, non-cumulative, unfranked, redeemable / convertible securities with a step up in margin if the initial margin is not reset 5 years after issue Equity for accounting
Slide 21: Important notice
Important not This presentation has been prepared by Orica Limited. The information contained in this presentation is for informational purposes only and does not constitute an offer to issue or arrange to issue, securities or other financial products. The information contained in this presentation