General Motors Company · NYSE:GM
General Motors — Proxy Contest (March 2017)
15 slides from General Motors's proxy contest presentation, Mar 28, 2017
Slide 1: Unlocking Value at GM: Two Classes of Common Shares
Unlocking Value at GM: Two Classes of Common Shares —_SBEENLIGHT
Slide 2: Disclaimer
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Slide 3: Introduction
Introduction ‘© Greenlight Copitalis « vaive-otiented, research-ctiven investment management firm 1 is a long-term holder of GM stock © We believe in GM's prospects and the opportunity for long
Slide 4: Introduction (cont.)
Introduction (cont.) © GM's stock is nol faitly valved today, © Despite fundamentally strong operations, the stock trades at ¢ significant ciscount to intrinsic value. © The current P/E (price-to-earnings) muiole (5.6x) is the lowest in the $&.P 500 © The dividend yield (4.4%) is very high relative
Slide 5: Where Are We Today?
Where Are We Today? Despite strong operating performance ... sis0 si20 sno Aatostog eo (Sinvions) BEER SE ry g
Slide 6: Shareholders Are Still Awaiting Upside
Shareholders Are Still Awaiting Upside +. Shareholders have not been rewarded since the 2010 IPO, despite an equity bull market NO | sae 500 (a3Px)- Cumatne Total etm enero Motors Company [NISEGM| - Comune Total Retum 12% 0% PEE PEE EEE EEE EE REE ERE EEE GEE ——k—~_ ti (‘été
Slide 7: GM's Valuation Conundrum
GM's Valuation Conundrum GM trades at the lowest P/E ratio among the «+. and GM has an outsized dividend yield S&P 500... relative to its conservative payout ratio P/E Ratio. Dividend Yield Payout Ratio Lowest P/E Ratio Stocks 2017 Highest Yielding Stocks 2017 2017 SS La “GeneraiNetosco AAR AGT | ‘M
Slide 8: Plan to Unlock Value
Plan to Unlock Value. © We believe there is a solution to unlock value that does not affect G's underlying operations or financial flexioiity © GM should disttibute, on a taxcftee basis, a second class of common stock that we call the "Dividend shares © The Dividend Shares would be entitled to today
Slide 9: Our Proposed Solution: Creating Two Classes of Common Stock
Our Proposed Solution: Creating Two Classes of Common Stock Tieker The Dividend Shares i © Enied fo 0 $1.52 pet have dvd (consent New shares ith GM's curent dividend) d GMDO © Dividends ore received ahead of dsiributions to Copital Appreciation Shares TexFiee, one. | APPEO! fo yield-oriented investo
Slide 10: Our Proposed Shares
Our Proposed Shares The Dividend Shares The Capital Appreciation Shares Ticker 2 MD 2 om Distibution ©. Taxlree citribution of one Dividend Share for ©. Holders continue to own their exiting GM stock ‘Mechanism every share of GM outstanding Features 2 Sepacale class of common stockentiledto ©. Separ
Slide 11: Valuing the Dividend Shares
Valuing the Dividend Shares © We believe our solution will lead to GM being more faity valued in the copital markets © The Dividend shares willbe altractive to vield-orienled investors ‘© Our work indicates that they will trade with a 7% - 9% yield ‘Assumed Yield on Dividend Shares 2.0% 80% 7.0% Imp
Slide 12: Valuing the Capital Appreciation Shares
Valuing the Capital Appreciation Shares © The Capital Appreciation shores will be aitractive to value- and atowthfocused investors © We believe they willbe valued based on a P/E multiple, and we value them conservatively al the current depressed P/E multiple © But multiple expansion should occur bec
Slide 13: Valuing the Two Classes
Valuing the Two Classes © The combined valve of the Dividend shares and the Copital Appreciation shores leads to significant price appreciation compared to the cutrent share price of $34.71" low Mid High Range Range _ Range Implied Value Per Dividend share $1687 $19.00 $21.77 Implied Value Per Capit
Slide 14: Benefits
Benefits (© Ourplan does not affect Giv’s corporate strategy and willimprove its financial flexibility © We are not advocating for env change to Giv's caxital allocation policy, including capital devoted to balance sheet cash, clvidends or share repurchases © We believe our solution willlower GM's c
Slide 15: Exhibit
Exhibit 3 Greenlight Capital, Inc. (“ Greenlight Inc. ”), Greenlight Capital, L.P. (“ Greenlight Fund ”), DME Advisors, LP (“ Advisors ”), DME Capital Management, LP (“ DME CM ”), DME Advisors GP, LLC (“ Advisors GP ”), Greenlight Capital Qualified, LP (“ Qualified ”), Greenlight Capital (Gold), LP