Slide 1: Materials Related to Proxy Talk
MATERIALS RELATED TO PROXY TALK
Slide 2: Elliott Discussion Materials, May 12, 2025
ELLIOTT® Discussion Materials May 12, 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: Elliott's Approach to Investing and Active Engagements
Elliott has approximately $72.7 billion in assets as of December 31, 2024. Elliott’s Approach to Investing Since 2010… ● Extensive Due Diligence: Elliott thoroughly researches each opportunity by drawing on internal and external resources ● Team Approach: The companies with which we Active Engagemen
Slide 5: Elliott's experience investing in the energy sector
Elliott has invested substantial capital in the energy sector globally. Elliott’s investment experience spans public and private investments across various energy sectors. Elliott’s private energy portfolio includes assets across the Permian, the Marcellus, the Mid-Con and the Gulf of America. Energ
Slide 6: Phillips Petroleum history and key stats
Phillips Petroleum Company was founded in 1917 by Lee Eldas Phillips, focusing on oil and natural gas exploration. It introduced the iconic Phillips 66 brand in 1927 (due to blend of 66% of high-octane gasoline). In 1930, the company expanded into refining, building one of the largest refineries of
Slide 7: Elliott's objectives for Phillips 66
Improve accountability of Phillips 66’s management by adding credible directors with a mandate for change Unlock substantial value trapped by Phillips 66’s conglomerate structure Refocus the Company on operational excellence by adding deep industry expertise to the Board Instill a culture of ambitio
Slide 8: Elliott attempted to collaborate with Phillips 66
Elliott attempted to collaborate with Phillips 66 to consider change and improve performance. Neither happened. In September 2023, Elliott approached Phillips 66 with a clear message: its assets were significantly undervalued and underperforming. Initially, the Company acknowledged challenges, parti
Slide 9: Phillips 66 returns lag peers and the company is undervalued
Phillips 66 returns are clearly lagging its most relevant peers and the Company is deeply undervalued. Phillips 66 Total Shareholder Return vs. Peers(1) Elliott believes Phillips 66 is deeply undervalued. • vs Core Peers • vs SOTP Weighted Peers • vs Midstream Peers We see $19bn of trapped value rel
Slide 10: Phillips 66 has underperformed its two main peers since spinoff
Since its spinoff from ConocoPhillips, Phillips 66 has underperformed its two main peers by 450%. 100 0 (100)% (200)% (300)% (400)% (500)% (60 (600)% (700)% May-12 Nov-13 May-15 Nov-16 May-18 Nov-19 May-21 Nov-22 May-24 Source: Bloomberg as of the unaffected date 9
Slide 11: Midstream capital allocation and 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% $900 PSX Cumulative TSR Underperformance vs VLO | MPC Midstream Quarterly EBITDA (
Slide 12: Refining and midstream risk/return propositions
Refining and midstream have contrasting risk/return propositions, with weak capital returns vs. refiners and poor growth vs. midstream. µ Poor upside exposure to cracks Industry Appeal Exposure to refining cracks Long-term, stable growth µ Lack of growth; negative EPS two quarters(1) µ Investors fea
Slide 13: Operating expense per barrel and G&P volume growth
Operating Expense per Barrel (excl. TAR) ($/bbl) PSX MPC VLO µ Opex/bbl, largely in Phillips 66’s control, is the $9.00 highest among their core refining peers $8.00 µ Minimal opex improvement from 2022 peak due $7.00 to decline in natural gas pricing, with the gap vs. $6.00 peers widening and recen
Slide 14: Indexed PSX stock performance vs VLO and MPC
Indexed PSX Stock Price Performance vs VLO & MPC Average Rebased to 0% since the Unaffected Date Following release of Elliott’s 3/5 – 3/11: Phillips issues letter defending their structure and Streamline66 plan, the stock attends conferences to double down on midstream growth outperformed peers by 1
Slide 15: Management and board quotes
“I am proud of the accomplishments of the Board and management team.” – Glenn Tilton, Lead Independent Director, April 2025 “But when you look at what we’ve done over the long term, we’ve been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders.” –
Slide 16: The choice for Phillips shareholders
THE CHOICE FOR PHILLIPS 66 SHAREHOLDERS: . Support the current leadership team, which considers its performance acceptable and is committed to the status quo . Elect shareholder-nominated directors empowered to drive accountability and improve long-term performance
Slide 17: Current board versus Elliott's slate
x Board and management is overtly DA mandate to improve satisfied with current performance DA slate of directors who see and sees no need for change significant upside from current x Poor capital-allocation execution, levels continued midstream growth via DNo more value-destructive dilutive acquisit
Slide 18: Elliott's nominees and potential upside
+75% % Ò Improve accountability of Phillips 66’s management by $183 $183 adding credible directors with a mandate for change Ò Unlock substantial value trapped by Phillips 66’s conglomerate structure $103 Ò Refocus the Company on operational excellence by adding deep industry expertise Former CFO of
Slide 19: Claims of integration and tax leakage
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 20: Marathon Speedway 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 21: Analyst commentary on Marathon and Suncor
“We use [a lower EBITDA multiple] for MPC “Rain or Shine, Buybacks through Cycle; given its relatively less desirable refining Upgrade to Buy.” asset footprint.” Jefferies, March 2023 “MPC is a top-tier refining operator with commercial excellence…MPC [is our] top refining pick even after dramatic o
Slide 22: Marathon outcomes and potential for Phillips
ELLIOTT Value of $100 Invested Since Elliott’s Public Disclosure of Marathon Position Improve Operating Closed a ~$2/bbl EBITDA ~$3.75/bbl EBITDA gap to Performance in line gap over Mike Hennigan’s Valero in 2024 with VLO first two years on the job Potential Sale of Marathon added a new Midstream, C
Slide 23: Elliott's purpose-built slate of independent directors
Elliott has assembled a purpose-built slate of independent directors who collectively bring expertise and perspectives urgently needed to address the issues Phillips 66 faces today. 3 Proven Refining Operator Former CEO of Motiva Enterprises and 3 Experience Managing some of Phillips former SVP of R
Slide 24: Social Media Posts
SOCIAL MEDIA POSTS
Slide 25: Glass Lewis backs Elliott's case for change
og Streamline 66 @ Independent proxy advisor Glass Lewis, citing Phillips 66’s (NYSE: PSX) underperformance and poor governance, recommends that shareholders support Elliott’s case for urgent change by voting for board nominees Brian Coffman, Sigmund Cornelius and Michael Heim. #Streamline66 INDEPEN
Slide 26: CEO reward for failure post
Streamline 66 106 followers Promoted Phillips 66 (NYSE: PSX) CEO Mark Lashier has been richly rewarded for failure, reaping $79M in compensation since 2022. As the company continues to underperform, Lashier and his management team insist the current strategy is working. Vote for # 6 today: PHILLIPS
Slide 27: $140M to Phillips 66 CEOs post
Streamline 66 a | 106 followers Promoted Phillips 66's (NYSE: PSX) CEOs reaped an eye-popping $140M from 2020-2024 —despite ongoing stock and operating underperformance and missed cost targets. Why are shareholders footing the bill for big CEO paydays in the face of lackluster returns? #Streamline66
Slide 28: At Phillips 66, the numbers don't lie
Streamline 66 106 followers Promoted At Phillips 66 (NYSE: PSX), the numbers don't lie. The company has dramatically underperformed its peers since 2019, and shareholders have missed out on substantial returns. Vote the GOLD proxy card today to support a better tomorrow with AT PHILLIPS 66, THE NUMB
Slide 29: Website Materials
WEBSITE MATERIALS
Slide 30: Streamline66 website: Glass Lewis recommendation and voting
STREAMLINE 66 tHE verona na atest cnt ELLIOTT’S PLAN TO STREAMLINE PHILLIPS 66 GLASS LEWIS RECOMMENDS SHAREHOLDERS SUPPORT ELLIOTT’S CASE FOR URGENT BOARD CHANGE AT PHILLIPS 66 Leading independent proxy advisory firm Glass Lewis has recommended th GLASS LEWIS shareholders support meaningful boardroo
Slide 31: Elliott's director nominees
purpose of this letter is to seek your support for an upgraded Board of Directors that is committed to achieving the performance that shareholders demand and deserve. Your vote on the enclosed Gold Card will set in motion a clear plan to improve Phillips 66's operating performance, strengthen Board
Slide 32: Streamline66 press releases
Pos Press Release Presé Reléase GLASS LEWIS RECOMMENDS SHAREHOLDERS ELLIOTT SENDS LETTER TO SHAREHOLDERS DETAILING ELLIOTT RELEASES EPISODE OF “STREAMLINE 66” SUPPORT ELLIOTT’S CASE FOR URGENT BOARD PHILLIPS 66’S BROKEN CORPORATE GOVERNANCE AND PODCAST SERIES FEATURING 1:1 CONVERSATION WITH CHANGE A
Slide 33: Press releases page
STREAMLINE G6. Home Nominees Podcast Materials ——Abouteliott- Contact PRESS. RELEASES ELLIOTT® STREANILINE GLASS LEWIS RECOMMENDS SHAREHOLDERS — ELLIOTT MANAGEMENT PRESENTS THE CHOICE ELLIOTT SENDS LETTER TO SHAREHOLDERS SUPPORT ELLIOTT’S CASE FOR URGENT BOARD FOR PHILLIPS 66 SHAREHOLDERS DETAILING
Slide 34: Press releases and contacts
VETERAN ENERGY EXECUTIVE GREGORY GOFF ELLIOTT LAUNCHES “STREAMLINE 66” ELLIOTT SENDS LETTER TO SHAREHOLDERS BACKS ELLIOTT’S PLAN TO UNLOCK VALUE AT © PODCAST FEATURING 1:1 CONVERSATIONS AND MAILS DEFINITIVE PROXY MATERIALS PHILLIPS 66 WITH ITS BEST-IN-CLASS DIRECTOR NOMINEES — OUTLINING WHY BOARD CH
Slide 35: Additional information and proxy solicitor
by Elliott with the SEG in connection with the solicitation of proxies are available at no charge on the SEL's website at nttp://www.sec.gov, | ne detinitive proxy statement and otner relevant documents filed by Elliott with the SEC are also available, without charge, by directing a request to Ellio