Univar

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Univar

• A World Leader in Chemical Distribution

March 9-15, 2007
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Company Overview
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Business Process Overview
Process Repackage

• Largest chemical distributor in North America
  (est. mkt. share 15 US, 33 Canada)
• 2nd largest in Europe (est. mkt. share 8)
• Serve wide range of industries
• NA 190,000 customers
• Europe 60,000 customers

• Bulk /large quantities acquired from major
  international chemical manufacturers
• Commodity chemicals
• Specialty chemicals
• Extensive product line
• NA 50,000
• Europe 25,000

• Services quantities matched to demands of
  customer
• Related services
• Blending
• Managing customer inventories
• Technical support
• Packaging
• Labeling

• 160 distribution centers
• Lease/own substantial fleet of trucks (NA)
• 3rd party trucks and tank trucks (Europe)

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Supplier Partners

• ASHTA
• Air Products
• BASF
• BBCA
• BP
• CP Kelco
• Celanese
• Church Dwight
• Cytec
• Degussa
• Dow Chemical
• Dow Corning
• DuPont Company
• Eastman Chemical
• Engelhard

• ExxonMobil
• FMC Corporation
• Huntsman
• ICL-LPPC
• Ineos
• Innophos
• Jungbunzlauer
• Lyondell/Equistar
• MEGlobal
• Methanex
• Mitsubishi
• Nanya
• National Starch
• Novozymes
• Octel

• OxyChem
• PPG Industries, Inc.
• PQ Corp.
• Penreco
• Porocel
• Proctor Gamble
• Rohm and Haas
• Shell Chemical
• Solvay
• Stepan
• Thermphos
• Uniqema
• US Borax
• Weisheng
• Zeochem

A representative listing.
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FY06 Sales Totaled 6.6 billion
Univar USA 3.26 billion
Univar Europe 2.15 billion
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49
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2
Other 128 million
Univar Canada 1.08 billion
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Operational and Financial Review Fiscal Year 2006
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Univar Achieved Solid Performance Again In 2006
With EBIT Growth Of 14.9.

• 2006 results were fairly strong from top to
  bottom, with no single driver being key to our
  improvement.
• Sales growth resulted from both price increases
  (which peaked by Q4) and volume growth.
• - We saw a more representative environment than
  the hyper-price-growth period of 2004 and 2005.
• Efforts to contain operating expenses were again
  successful, and had we not been investing in
  start-up businesses, would have been even more
  substantial.
• We are particularly pleased with the turnaround
  at Univar Europe, where an economic uplift on the
  continent enabled us to grow revenue and EBIT.

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The Economic And Industrial Environment Overall
Was Modestly Helpful To Univar.

• In the US, there were no significant supply
  constraints to propel pricing as in 2005 (due to
  the Fall 2005 hurricanes), and economic growth
  was modest.
• After Q1, Canada saw slowing economic growth
  through the course of the year.
• Mainland Europe experienced a resurgence in
  economic growth and industrial activity from
  about mid-year, and Univar Europe took advantage
  of this improved climate.

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The Upward Pricing Spiral Appears To Have Pulled
Back, As We Had Speculated A Year Ago.

• Chemical pricing movements were less of a factor
  toward the end of the year, with prices
  stabilizing and in some cases retreating.
• A stable to moderately deflating pricing
  environment is likely to continue in 2007.

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Univar Europes Turnaround In The Second Half Was
Felt At The Top Line And The Bottom Line.

• We were pleased with the European businesss
  consistent improvement from mid-year on.
• In the fourth quarter, Univar Europe had by far
  the largest EBIT increase of Univars three
  business units, on both a dollar and percentage
  basis.

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Fourth-quarter Results Continued The Strong
Y-O-Y Trend.

• Consolidated sales grew by 11.7 in Q4 from the
  year-ago quarter.
• Q4 gross margin grew by 5.1 to 252.4 million,
  as gm fell to 16.1 from the year-ago 17.1.
  Competitive price pressures affecting gm were
  strongest in the US and Canada.
• In Q405, Univar recovered 4.8 million in income
  taxes, 0.9 million in interest, and 0.2 million
  in fee reimbursement via a ruling by the Tax
  Court of Canada.
• Excluding this extraordinary year-ago event,
  Q406 net income would have increased 11.2
  instead of declining 3.6.

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Key Consolidated Results FY 2006
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CHEMCENTRAL is the 4th largest chemical
distributor in the US A Merger Of Two Leaders
Proposed Acquisition of CHEMCENTRAL Corp.
Univar USA CHEMCENTRAL USA

• FY 2006 EBITDA
• FY 2006 Sales
• Customers
• Employees
• IC Locations
• Tank Storage (gallons)
• Warehouse Storage (s.f.)

152 million 70 million 3.3 billion
1.4 billion 148,000
40,000 3,489 1,000 79
45 22.8 million
11.5 million 7.6 million 1.5 million
Combined pro forma 2006 sales for Univar and
CHEMCENTRAL were 8.0 billion and combined EBITDA
was approximately 354 million
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CHEMCENTRAL Univar USA Have Much in Common

• CHEMCENTRAL is an outstanding organization with
  similar culture
• Dedicated and knowledgeable employees
• Industry focused
• Excellent facilitation
• Complementary product lines
• Excellent customer relationships
• Extensive supplier relationships

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Proposed Acquisition of CHEMCENTRAL Corp.
Combined company would cover more industries with
a greater array of products
ChemCentral - Key industries served
Univar - Key industries served
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Proposed Acquisition of CHEMCENTRAL Corp.
Substantial Market SynergiesA Very
Complementary Merger That Adds to Product Lines
and Producer Relationships . . .

• Univar product emphasis
• Inorganics
• Dry chemicals
• Commodities

• CHEMCENTRAL product emphasis
• Organics
• Liquid chemicals
• Specialties

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Proposed Acquisition of CHEMCENTRAL Corp.

• Accelerate Growth
• Instantly increases the size of US business
  (based on sales volume) by approximately 40.
• Greater economies of scale and efficiency in
  serving US market
• Ability to cross sell between customer bases
• Access to valuable specialty product lines
  fleshes out our combined product card in the
  Personal Care and II markets, creating a
  market-leading position.
• CHEMCENTRAL network facilitation makes Univar a
  cost-competitive participant in the solvents
  market with many of our existing industrial
  customers.
• CHEMCENTRALs position in CASE (Coatings,
  Adhesives, Sealants, Elastomers) market provides
  Univar with market leadership in a segment where
  we currently are not a significant participant.

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Proposed Acquisition of CHEMCENTRAL Corp.

• Combined Company Would Provide Substantial Global
  Coverage With Stronger Representation In High
  Growth Emerging Markets
• CHEMCENTRAL has 25 international locations in
  addition to its 45 stocking locations and 4
  regional centers in North America
• Primarily (90) a North American company, yet
  with trading relationships in over 60 countries

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Combined Company Would Provide Substantial Global
Coverage With Stronger Representation In High
Growth Emerging Markets
Toronto, Canada
Vancouver, Canada
Calcutta,India
Delhi,India
Prague, Czech Republic
Warsaw, Poland
CHEMCENTRALINTERNATIONALPompano Beach, FL
Istanbul, Turkey
CHEMCENTRAL WarehouseHouston, TX
Cairo,Egypt
Houston, TX(International)
Dalian, China
Shanghai, China
Los Angeles, CA(International)
Santo Domingo,Dom. Rep.
Zhuhai, China
Monterrey,Mexico
Hong Kong
San Juan,Puerto Rico
UAE
Vietnam
Guadalajara,Mexico
Mumbai,India
Singapore
Jakarta, Indonesia
Mexico City,Mexico
Sri Lanka,India
Surabaya, Indonesia
Chennai,India
Guatemala City,Guatemala
Quito, Ecuador
Sydney, Australia
KL,Malaysia
San Jose,Costa Rica
Melbourne, Australia
Lima, Peru
Buenos Aires,Argentina
Santiago, Chile
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Proposed Acquisition of CHEMCENTRAL Corp.

• Cost Synergies
• This acquisition is based more on market growth
  than cost synergies, but we do also expect to
  achieve cost savings through
• Administrative consolidation
• IT integration

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Proposed Acquisition of CHEMCENTRAL Corp.

• Summary of Strategic Merits
• Instant growthincreases turnover in US by about
  40.
• Combined company will cover more industries with
  wider array of products.
• Additional customer and supplier relationships.

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Proposed Acquisition of CHEMCENTRAL Corp.

• Summary of Strategic Merits (contd)
• Substantial cross-selling opportunities.
• Fast track for Univar to leadership in several
  desirable market segments (CASE, II, Personal
  Care).
• Capitalize on best practices and systems from
  each company.

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Proposed Acquisition of CHEMCENTRAL Corp.

• Summary of Strategic Merits (contd)
• Provides an attractive position in rapidly
  growing international markets where we are
  currently underrepresented.
• Enhances Univars position among suppliers in a
  climate where they are consolidating
  relationships with distributors.
• Reinforces and strengthens Univars 1 market
  position in the US.

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Investment Case
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Introduction

• Senior management team assembled since the 2002
  split-off
• Considerable industry and company experience, on
  average 20 years
• Key objectives at the split-off
• Aggressive sales growth (GDP 1-2)
• Consolidate distribution network
• Improve profit margin (EBIT/Sales 3.5)
• Strengthen balance sheet (Debt/EBITDA lt 2.5)
• Progress
• Exceeded initial goals
• Significant opportunity for continued growth

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Univar Today

• Leading market positions in US(15), Canada(33)
  and Europe(8)
• Value-added distribution services
• Gross margins relatively insulated to commodity
  price movements
• Broad product, supplier and customer bases
• 75,000 products serving 250,000 customers
• Significant operating leverage
• High flow-through of incremental sales to profit
  / cash
• Additional operating capacity

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22-year Sales Progression
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Excellent Track Record (contd)

• Delivering consistent performance against targets
  
• sales growth vs GDP growth

• ROCE vs WACC
• New ROCE target 125 of WACC

• Note
• GDP source EIU US, Canada, EU pro rata to sales
• Source Company

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Excellent Track Record (contd)
CAGR 11

• Strong sales growth

mm

• Effective cost control
• Operating expense / gross margin

Note 1 Source Company
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Excellent Track Record (contd)
CAGR 21
Even greater operating income growth
mm

Significant EPS improvement
CAGR 35
Note 1 Source Company
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Solid Balance Sheet and Cash Flow

• Prudent financial management
• Significant flexibility through net debt/EBITDA
  lending covenant 3.25x

Net debt/EBITDA¹
mm

• Consistent cash flow generation²
• Strong investment level during period

• Strong balance sheet supports growth
• Finance organic/acquisitive growth
• Flexible to underlying economic cycle

• Note
• Source Company
• Year end
• FCF EBITDA working capital capital
  expenditure

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Significant Growth Potential

• Market growth potential
• Trend for chemical producers to outsource
  distribution
• Rationalization of distributor numbers
• Shift of chemical production offshore
  accelerating need for home distributors
• Actively engaged in growth into emerging
  economies (E. Europe/Asia/S. America)
• Innovative channels to market (ChemPoint.com)
• Focus on higher growth sectors
• Food, pharmaceutical, energy, personal care
• Good consolidation potential

Sales split
Source Company
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World Leader in Chemical Distribution

• Depth of experienced management
• Leading market position
• Excellent track record
• Substantial earnings increases since 2002
  split-off, including solid 2006 results
• Solid balance sheet and cash flow
• Significant growth potential

A Compelling Investment Case
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