Disclaimer
New Mountain Vantage, L.P., a Delaware limited partnership ("NMV"), New Mountain Vantage (California), L.P., a Delaware limited partnership ("NMVC"), New Mountain Vantage
(Texas), L.P., a Delaware limited partnership ("NMVT"), and New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt limited company ("NMV Offshore HoldCo", and
collectively, the "Proponents"), have given notice to National Fuel Gas Company (the "Company") of their intent to nominate F. Fox Benton, III, David M. DiDomenico, and Frederic V.
Salerno (the "Nominees") for election to the Board of Directors of "NFG" or the Company at the 2008 Annual Meeting of the Shareholders of the Company.
New Mountain Vantage GP, L.L.C., a Delaware limited liability company ("Vantage GP"), NMV, NMVC, NMVT, New Mountain Vantage Advisers, L.L.C., a Delaware limited liability
company ("Vantage" or "New Mountain Vantage"), New Mountain Vantage (Cayman) Ltd., a Cayman Islands exempt limited company ("NMV Offshore"), NMV Offshore HoldCo, Mr.
Steven B. Klinsky (collectively, the "NMV Entities"), NMV Special Holdings, LLC, a Delaware limited liability company ("NMVSH"), and the California Public Employees' Retirement
System, a unit of the California State and Consumer Services Agency charged with oversight of the Public Employees' Retirement Fund ("CalPERS"), (NMV Entities, NMVSH and
CalPERS, collectively, the "Reporting Persons", and together with the Proponents and Nominees, the "Participants") have previously filed a Schedule 13D ("Schedule 13D") with the
Securities and Exchange Commission ("SEC") on October 30, 2006, as amended, relating to the common stock of the Company.
Except as provided in its Schedule 13D, the Participants are not acting together with any other person for the purpose of acquiring, holding, voting or disposing of securities of NFG.
Any intention of any other person to act together with the Participants for any of these purposes is expressly disclaimed by the Participants.
This presentation is for general information purposes only. It does not have regard to the specific investment objective, financial situation, suitability or the particular need of any
specific person who reads this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed herein are those of Vantage and are
based on or derived from publicly available information.
Except for historical information contained in this presentation, this presentation, including the analyses and views of Vantage and Schlumberger Data & Consulting ("Schlumberger")
contained herein, include forward-looking statements with respect to, among other things, the operating performance of NFG. These statements may be identified by the use of
forward-looking terminology such as the words "expects," "intends," "believes," "anticipates" and other terms with similar meaning indicating possible future events or actions or
potential impact on the business or shareholders of NFG. Vantage's views and these forward-looking statements are based solely on publicly available information and on various
assumptions that are inherently subject to significant economic, competitive, and other risks and uncertainties that could cause actual results to differ materially, and have been
included solely for illustrative purposes. These risks and uncertainties include, among others, the ability to successfully solicit sufficient proxies to elect the Proponents' Nominees to
the NFG'S board of directors, the ability of the Proponents' Nominees to influence the management of NFG and to improve the operating performance of NFG, and risk factors
associated with the business of NFG, as described by NFG on Form 10-K for the fiscal year ended September 30, 2006, and in other periodic reports of NFG, which are available at
no charge at the website of the SEC at http://www.sec.gov. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. Vantage recognizes
that there may be confidential information in the possession of NFG that could lead NFG to disagree with Vantage's conclusions. Other shareholders or potential shareholders of NFG
should make their own determination concerning an investment in NFG. Vantage reserves the right to change any of its views expressed herein at any time as it deems appropriate.
Vantage disclaims any obligations to update the information contained herein.
Vantage and its affiliates manage funds that are in the business of trading - buying and selling - public securities. It is possible that there will be developments in the future that
cause Vantage to change its position regarding the Company and possibly increase, reduce, dispose of, or change the form of its investments in the Company.
Additional Information
The Proponents intend to file a proxy statement with the SEC on Schedule 14A and the Proponents expect to mail a proxy statement to the Company's shareholders containing
information about the proxy solicitation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.
The proxy statement will contain important information about the Participants, including the Nominees, and related matters. Investors and security holders may obtain these
documents, when available, free of charge by contacting the Proponents' proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3422. Banks and Brokers may call collect
at 212-750-5833. The proxy statement will also be available through the web site maintained by the SEC at www.sec.gov. In addition to the proxy statement, the Proponents may file
other proxy information with the SEC.
The Participants may be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the proposed proxy solicitation. Information about the
Reporting Persons and their ownership of Company common stock is set forth in the Schedule 13D. Information about the Nominees and other information regarding the participants
in the proxy solicitation will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
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