Slide 1: Addendum to Investor Presentation
ADDENDUM TO INVESTOR PRESENTATION
Slide 2: Elliott's Perspectives on Value Creation: Addendum
ELLIOTT® Elliott’s Perspectives on Value Creation Addendum May 1, 2025
Slide 3: Disclaimer
THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ELLIOTT INVESTMENT MANAGEMENT L.P. AND ITS AFFILIATES (COLLECTIVELY, “ELLIOTT MANAGEMENT”) AS OF THE DATE HEREOF. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF
Slide 4: Claims of integration and tax leakage: Marathon Petroleum and Speedway
Claims of integration and tax leakage: During Elliott’s initial engagement, Management resisted calls to divest Speedway due to claims of dis-synergies, tax concerns and other integration related benefits that were proven false. Quotes from Gary Heminger, Former Chairman & CEO of Marathon Petroleum
Slide 5: Claimed dis-synergies were solved with contracts; separation created value
Claimed integration dis-synergies were solved with contracts. Separation resulted in sustained value creation which far outweighed the tax leakage (initially overestimated by management). – Quotes from Mike Hennigan, CEO of Marathon Petroleum “ Let me make one comment on the Speedway deal relative t
Slide 6: Suncor parallel: prior CEO said everything is fine
Prior to Elliott’s involvement at Suncor, former CEO Mark Little repeatedly told the market “everything is fine” – providing an uncanny parallel to Mark Lashier’s current self-congratulatory rhetoric. “ In closing, I wanted to emphasize that our business model z Bloated cost structure and missed cas
Slide 7: Midstream Quarterly EBITDA and relative TSR underperformance
Phillips has significantly underperformed peers as leadership has ineffectively allocated capital to its midstream business and neglected the core refining business. 800% $1,200 PSX Midstream Quarterly EBITDA $mm 600% $900 PSX Cumulative TSR Underperformance vs VLO | MPC Midstream Quarterly EBITDA (
Slide 8: Gulf Coast 3-2-1 Crack and mid-cycle refining
Gulf Coast Refining Crack(1) $25.00 The 2024 refining environment was The Company, like most investors, use the average 2012 – 19 above the 2012 - 19 average used refining crack to define mid-cycle given this: by PSX to set their mid-cycle • Reflects key historical shifts including growth of U.S. sh
Slide 9: Analysts agree with Elliott's assessment of upside
“ We agree with Elliott’s assessment that there is more “ We think PSX’s 1Q25 results will have a mixed impact on upside potential in the refining business, on both near-term share price performance. On one hand, the capture and on opex, and we think Elliott’s presence earnings miss and poor refinin
Slide 10: Analysts on refining EBITDA/bbl gap versus peers
“ Elliott renewed its call, first made in November 2023, for “ I think this analysis is important because there is a view out PSX to close its EBITDA/bbl gap vs. peers including VLO there (and in fact we just had a conversation on this and MPC on a like-for-like basis. The firm notes the gap yesterd
Slide 11: Analysts view a midstream spin or sale as the viable pathway
Analysts acknowledge that change is needed to unlock value from midstream and view a spin (or sale) as the most viable pathway to do this. “ We think the most viable form of unlock would likely “ In our view, the potential (transformative) investment case come via spin-off of Midstream….That said, w
Slide 12: Letter to Stockholders
LETTER TO STOCKHOLDERS
Slide 13: Dear Fellow Phillips 66 Shareholder
Dear Fellow Phillips 66 Shareholder: Elliott Investment Management L.P. (along with its affiliates, “Elliott”) manages funds that together are a top-five shareholder in Phillips 66 (NYSE: PSX) (the “Company”). We are asking for your help to make Phillips 66 a stronger, more valuable company by votin
Slide 14: Requests to meet independent directors rejected; broken promises
We ask you to consider the following: x For months, our requests to meet with Phillips 66’s independent directors were repeatedly rejected or ignored. Despite the Company’s public assertions that it remains willing to engage constructively, we were consistently denied the chance to speak with any Ph
Slide 15: Chairman Lashier's commentary and board refreshment
More recently, when we asked Mr. Pease to speak to us in his role as an independent director, his response was essentially “talk to Mark.” Further, once Mr. Lashier became Chairman, progress toward naming a second director slowed and then halted altogether, revealing the Company’s lack of good faith
Slide 16: Professors on declassification and board resignation
As Professor Mark DesJardine from Dartmouth stated: “This pattern suggests that Phillips 66’s Board is using these repeated proposals as a distraction tactic while failing to deliver tangible governance reform that shareholders seem to support. If the desire to declassify is genuine, one would think
Slide 17: Elliott's four independent nominees
It appears that the real reason Phillips 66 denigrated Mr. Goff has nothing to do with his independence from Elliott, and everything to do with his independence from Mr. Lashier and the current Board. This episode is emblematic of the need for change in the Phillips 66 boardroom – instead of welcomi
Slide 18: Debunking Phillips 66's April 24 letter
Appendix Debunking Phillips 66’s “Letter to Investors and Their Stewardship Teams” Please see below for a reproduction in full of Phillips 66’s April 24 letter (appearing in the boxed sections) and Elliott’s responses to each of its claims: From Phillips 66’s April 24 Letter: Dear Phillips 66 Shareh
Slide 19: Director independence and Mr. Pease
Yet, just one month after Mr. Pease joined the Board, he apparently voted to appoint CEO Mark Lashier to the position of Chairman as well – contrary to governance best practices and to the view he shared with us. We do not expect any independent directors to owe a duty to one shareholder. We do beli
Slide 20: Nominee compensation and board slate timing
After Phillips 66 filed its proxy statement on April 7, we realized that our concerns were even more reasonable than we initially thought. As the Company disclosed in the background section of its filing, its Board had already determined on March 14 to nominate Howard Ungerleider and Nigel Hearne to
Slide 21: CITGO auction involvement and conflict claims
In reality, Elliott’s involvement in the CITGO auction has been hidden from no one and poses no conflict of interest whatsoever. In fact, our collaboration with highly respected refining-industry executives to explore both the CITGO opportunity and other private opportunities in the energy space spe
Slide 22: Mr. Goff and Amber Energy
evaluation of the CITGO opportunity. There was no effort made to hide this fact from anyone. x Phillips 66’s misleading letter veers into the realm of fiction in describing Mr. Goff as “an interested Elliott employee.” We have been clear that Elliott has never paid Mr. Goff a cent of compensation –
Slide 23: Governance demands and board declassification
See also: Slides 118, 119 and 120 of our April 28 investor presentation. From Phillips 66’s April 24 Letter: Elliott has put forth illegal corporate governance demands, masked by misleading communications. x As you know, we are fully committed to declassifying the Board so that each of our directors
Slide 24: Annual election policy resolution
“RESOLVED, that stockholders request that the Board adopt an annual election policy for directors, requiring each incumbent director (including directors with terms not set to expire at the next annual meeting) to deliver to the Board a letter of resignation effective at the next annual meeting of s
Slide 25: Lawsuit and universal proxy slate disclosure
x Had Elliott waited just one more day – until March 26, the date Elliott was entitled to learn about our slate under the universal proxy rules – they would have seen that. Instead, they sought selective disclosure from us about our slate and then filed a lawsuit to compel what we were always planni
Slide 26: Mailed Materials to Stockholders
MAILED MATERIALS TO STOCKHOLDERS
Slide 27: Phillips 66's conglomerate structure: the worst of both worlds?
PHILLIPS 66’S CONGLOMERATE STRUCTURE: THE WORST OF BOTH WORLDS? 5MNQQNUX\FSYXNS[JXYTWXYTGJQNJ[JYMFYYMJ^ѣWJLJYYNSLYMJѦGJXYTKGTYM\TWQIXѧўYMJXYFGNQNY^TKFRNIXYWJFRHTRUFS^FSI YMJZUXNIJTKFWJܪSJW9MJWJFQNY^HTZQISѣYGJRTWJINKKJWJSY (TSXNIJWYMJWMJYTWNHTKFXJQKXJW[NSLRFSFLJRJSYYJFRHQJFWQ^KTHZXJITSJRUNWJGZNQINS
Slide 28: Why Phillips 66's conglomerate structure doesn't work
Indexed Share Price Performance vs. Refining and Midstream Peers3 WHY PHILLIPS 66’S CONGLOMERATE 170 160 STRUCTURE 150 140 DOESN’T WORK 130 2NIXYWJFR Peers 120 110 7JܪSNSL Peers 2.)897*&2&88*98 100 90 PSX • &UUJFQYTNS[JXYTWXQTTPNSLKTWXYFGQJQTSLYJWR growth 80 • (TRRFSIUWJRNZR[FQZFYNTSRZQYNUQJX 70 •
Slide 29: Social Media Posts
SOCIAL MEDIA POSTS
Slide 30: Streamline 66 podcast post with Michael Heim
& Streamline 66 @ ~ Phillips 66 (NYSE: PSX) has chased dilutive midstream M&A while letting its core refining business slide. Michael Heim, Elliott nominee for PSX’s Board and Co-Founder, Targa Resources: “Those same dollars could have been spent on reinforcing, expanding their own base operations.”
Slide 31: Egan-Jones backs Elliott's board nominees
fg) Streamline 66 Proxy advisor Egan-Jones recommends Elliott’s highly qualified board nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt at Phillips 66 (NYSE: PSX). “Urgent change is needed in the boardroom to unlock the Company’s full potential.” VOTE FOR ELLIOTT’S BOARD N
Slide 32: Website Materials
WEBSITE MATERIALS
Slide 33: Streamline 66 website home page
STREAMLINE 66. Home Nominees Pdeast_—Matains About Mont Contact ELLIOTT’S PLAN TO STREAMLINE PHILLIPS 66 ELLIOTT’S LETTER TO PHILLIPS 66 SHAREHOLDERS Elliott, which manages funds that together make it a top-five shareholder in Phillips 66 (NYSE: PSX) (the “Company” or “Phillips”), today sent a lette
Slide 34: Vote your shares today
TUUN VUIL WAL ILD EEE VOTE YOUR SHARES TODAY noneng ome Dns Cotman ° sey. Cain e hen. B or Naa ° The Annual General Meeting of Phillips 66 (the “Company”) shareholders is scheduled to be held ‘OPPOSED PHILLIPS 66 NOMINEES A.M ative virtually on May 21, 2025. You can vote your shares using one of the
Slide 35: Nominees and materials
a OR Ane Brian S. Coffman Sigmund L. Cornelius Michael A. Heim Stacy D. Nieuwoudt Former CEO of Motiva Enterprises Former SVP and CFO of ConocoPhillips One of the founders and former Former Energy and industrials Analyst Former SVP of Refining at Andeavor President and COO of Targa Resources at Cita
Slide 36: Additional information
vy CHOU mT He SEU MCU rue anre HUT pIUATES are at ny charge ONE CUS, SL ups nero ad prony staveren anu oures relevant documents filed by Elliott with the SEC are also available, without charge, by directing a request to Elliott's proxy solicitor, Okapi Partners LLC, at its toll-free number (877) 629
Slide 37: Press releases
STREAMLINE 66. Home Nominees Podcast —-Materss ——AboutEtott- Contac PRESS.RELEASES ELLIOTT SENDS LETTER TO SHAREHOLDERS ELLIOTT RELEASES EPISODE OF “STREAMLINE — ELLIOTT MANAGEMENT RELEASES INVESTOR DETAILING PHILLIPS 66'S BROKEN CORPORATE 66” PODCAST SERIES FEATURING 1:1 PRESENTATION ON PHILLIPS 66
Slide 38: Press releases and contacts
| yee Peale ELLIOTT SENDS LETTER TO SHAREHOLDERS AND MAILS DEFINITIVE PROXY MATERIALS OUTLINING WHY BOARD CHANGE IS NEEDED AT PHILLIPS 66 ELLIOTT SENDS LETTER AND PRESENTATION TO THE BOARD OF PHILLIPS 66 ELLIOTT TAKES LEGAL ACTION TO PROTECT THE ELLIOTT ANNOUNCES DIRECTOR CANDIDATES RIGHTS OF PHILLI
Slide 39: Additional information and contacts
by EMOTT WITH the SEG In Connection With the Solicitation OF proxies are availabje at No charge on Ine SEC's wepsite at ntip.// WWW.SEC.GOV. | Ne Geninitive proxy statement ana omer relevant documents filed by Elliott with the SEC are also ayailable, without charge, by directing a request to Elliott
Slide 40: Letters
STREAMLINE 66 LETTERS Letter ELLIOTT’S LETTER TO PHILLIPS 66 SHAREHOLDERS May 2,202 Home Nominees Lette ELLIOTT’S LETTER TO PHILLIPS 66 SHAREHOLDERS ELLIOTT'S LETTER TO THE BOARD OF PHILLIPS © 2023 LETTER TO THE BOARD 66 February 11,2025 Novernber 29, 2023 SUBSCRIBE TO RECEIVE UPDATES — emai ascress
Slide 41: Additional information
vT/ (212) 297-0720 E/ info@okapipartners.com Additional Information Elliott Investment Management LP, together with the other participants in Elliott's proxy solicitation (collectively, “Elliott"), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities
Slide 42: Presentations
STREAMLINE 66. Home Nominees Podcast —-Materils ~ About tot! Contac PRESENTATIONS STREAMLINE 66 \wOUrE nevis COMFERERCE ELLIOTT’S PERSPECTIVES ON VALUE CREATION — ELLIOTT’S PERSPECTIVES ON VALUE CREATION © STREAMLINE 66 PRESENTATION FOR THE ADDENDUM WOLFE REFINING CONFERENCE | STREAMLINE 66 LUOTTS W
Slide 43: Additional information
E/ info@okapipartners.com Additional Information Elliott Investment Management LP. together with the other participants in Elliott's proxy solicitation (collectively, “Elliott*), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commis
Slide 44: Key issues at stake for Phillips 66
STREAMLINE G6. Home Nominees Podcast Materials AboutEliott- Contact KEY ISSUES THE ISSUES AT STAKE FOR PHILLIPS 66 Explore the key issues driving the Streamline 66 campaign — where Phillips 66 went wrong, how the Company can regain its industry-leading position and boost returns, and what shareholde
Slide 45: Additional information
Pyvacy rumy pwiscianinet E/ cFriedman@elliottmgmt.com Bruce Goldfarb / Pat McHugh C98e0008 Okapi Partners LLC T/ (877) 629-6357 T/ (212) 297-0720 E/ info@okapipartners.com Additional Information Elliott Investment Management L.P,, together With the other participants in Elliott's proxy solicitation
Slide 46: Conglomerate structure: claim versus reality
STREAMLINE GG) Home s \dcast Abo Contact fo Vote PHILLIPS 66’S CONGLOMERATE STRUCTURE: THE WORST OF BOTH WORLDS? MANAGEMENT’S NARRATIVE MASKS A FLAWED STRATEGY Phillips 66 wants investors to believe that they're getting the "best of both worlds” — the stability of a midstream company and the upside
Slide 47: Despite valuable midstream assets, Phillips 66 trades like a refiner
‘Note: Refiner Margin Proxy reflects the 12-month forward curve 321 Refining Crack Spread. The 32) Refining Crack Spread assumes that a refiner takes @ barrels of WT! crude to make 2 barrels of New York Harbor (NYH) gasoline (RBOB) and 1 NYH Uttra-iow Sulfur Diesel (ULSD). (1) Represents indexed sha
Slide 48: Synergy claims versus reality
higher multiple embedded in a diversified company that's often perceived to be a refining company?” Goldman Sachs, 1/7/25 CLAIM: REALITY: Phillips 66 midstream and refining have Management's assertions about synergies valuable synergies and are too integrated are severely overstated. Commercial to s
Slide 49: Key issues
KEY ISSUES Explore the key issues driving the Streamline 66 campaign — where Phillips 66 went wrong, how the Company can regain its industry-leading position and boost returns, and what shareholders need to do to enact positive change. met a MARATHON PETROLEUM CASE STUDY ———— Trnerniacm ovum sc arr
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Slide 51: Contacts and additional information
E/cFriedman@elliottmgmt.com Bruce Goldfarb / Pat McHugh o000e0e08 mintetges T/ (877) 629-6357 T/(212) 297-0720 E/ info@okapipartners,com Additional Information Elliott Investment Management L.P, together with the other participants in Elliott's proxy solicitation (collectively, “Elliott”), has filed