Shell & Whitmore Reliability Solutions, LLC

Whitmore Manufacturing, LLC and Shell Lubricants Announce Agreement to form Rail and Mining-focused Joint Venture

January 22, 2021

Forward Looking Statements

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2 Agreement to Form JV January 2021

CSWI's Ongoing Commitment to Sustainable Growth

Whitmore and a subsidiary of Shell Oil Company's U.S. lubricants business announce agreement to form a 50/50 joint venture and an expanded commercial relationship

  • Shell & Whitmore Reliability Solutions: the planned joint venture (JV) announced jointly today by Whitmore Manufacturing, LLC (Whitmore), a wholly-owned subsidiary of CSWI, and Pennzoil-Quaker State Company dba SPOUS Products (Shell), Shell Oil Company's subsidiary for the U.S. lubricants business
  • The JV intends to:
    • Target the North America Class I, II, and III Rail and U.S. Mining sectors (JV Sectors1)
    • Develop, manufacture, market, distribute, and sell lubricants, greases, coolants, reliability products, and related industrial physical services to the JV Sectors
  • Whitmore concurrently announces expansion of existing commercial relationship with Shell
    • Expect to pursue incremental share of wallet and market share gains for specialty reliability products outside of the JV Sectors, as Whitmore intends to leverage Shell's distribution network in the Americas to enhanced offerings to new and existing distributors and customers
  • Planned actions are expected to be accretive for CSWI shareholders
    • The formation of the JV is expected to be complete during the first half of 2021

3

Agreement to Form JV

1 JV Sectors expected to exclude municipal transit systems and quarries.

January 2021

Strategic Rationale

Accelerate organic growth by partnering with global lubricant leader, Shell

Focus remaining Whitmore on high-growth, select end markets

Increase manufacturing utilization at Whitmore's existing facility expected to result in operating efficiency and fixed cost leverage

Align with CSWI Capital Allocation Strategy

4 Agreement to Form JV January 2021

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CSW Industrials Inc. published this content on 22 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 January 2021 12:09:03 UTC