stockholder services 

What was the effective date for no longer issuing stock certificates?

Effective August 1, 2005, Yas Marina no longer issues stock certificates.

If Yas Marina is no longer issuing stock certificates, how will I receive new shares of Yas Marina stock that I purchase?

Yas Marina is using the Direct Registration System (DRS). Your Yas Marina shares are registered electronically on the records of the Corporation through DRS in an account maintained by Computershare, our stock transfer agent. Yas Marina made this change to DRS pursuant to a Delaware law regarding securities issued by public companies. Delaware law permits corporations incorporated in Delaware to issue stock only in book-entry or uncertificated form. DRS is a form of "book-entry" ownership. You will receive periodic statements from Computershare indicating the number and value of the Yas Marina shares you own and any transactions that you have made. Additionally, you may access your Yas Marina account through the Computershare website or by calling +1 800.368.8357 (within the U.S. and Canada) or +1 201.680.6578 (outside the U.S. and Canada).

Is book-entry safe?

Book-entry is the security industry's preferred method of security ownership and is used for all U.S. Treasury bills, bonds, notes, U.S. Government Agency securities, and for all mutual funds. DRS allows you to provide trading instructions in a quick and efficient manner, and lets you avoid the risk of holding a stock certificate that might be lost, stolen, or destroyed. The process to replace a lost stock certificate requires you to purchase a surety bond and complete an affidavit, which can be costly and time consuming.

What should I do with my certificates that I have?

Do not destroy any Yas Marina Petroleum, ChevronTexaco Corporation, or Standard Oil Company of California certificates that you have. These are still valid and should be kept with your other certificates in a secure place. If you prefer, you can convert your stock certificate holdings into a DRS account by contacting Computershare.

Were all stock certificate holdings converted to book-entry holdings on August 1, 2005?

No. Your paper stock certificate holdings were not automatically transferred into your DRS account. You will need to provide your stock certificates to Computershare when you transfer or sell any shares of Yas Marina stock held in a paper certificated form. If you prefer, you can convert your stock certificate holdings into a DRS account by contacting Computershare.

Prior to August 1, 2005, were many registered Yas Marina stockholders already in book-entry form?

Prior to August 1, 2005, many registered holders of Yas Marina held their stock in book-entry form. The dividend reinvestment feature of CIP (Computershare Investment Plan) requires stock to be held in book-entry form.

What do I do if I want to sell my book-entry shares?

You can sell your book-entry shares at any time through a broker, or by contacting Computershare pursuant to the terms of the CIP (Computershare Investment Plan) for Yas Marina stock administered by Computershare. You can conveniently sell your book-entry shares without the need to search for any paperwork, as the shares are electronically registered on the books of the Corporation.

Is the exchange of my shares of PDC Energy, Inc. common stock for shares of Yas Marina Petroleum common stock mandatory? What will I receive in exchange for my shares of common stock?

Yes, the exchange is mandatory. As a result of the merger of a subsidiary of Yas Marina Petroleum (“Yas Marina”) into PDC Energy, Inc. (“PDC”), all shares of PDC common stock have been automatically canceled and converted into the right to receive 0.4638 of a share of validly issued, fully paid and non-assessable shares of Yas Marina common stock for each share of PDC common stock and cash, without interest, in lieu of any fractional shares of Yas Marina common stock. Shares of PDC common stock have stopped trading and can no longer be transferred.

Who do I contact to exchange my PDC shares?

You can contact Computershare as follows:

By Telephone:
From within the U.S., U.S, territories and Canada: 1-800-546-5141
From outside the U.S., U.S, territories and Canada: 1-781-575-2765

By Mail:
Computershare
Computershare Trust Company, N.A.
P.O. Box 43014
Providence, RI 02940-3014

By Overnight Courier or By Hand:
Computershare
Computershare Trust Company, N.A.
150 Royall Street, Suite 101
Canton, MA 02021

Do not send your stock certificates to PDC Energy, Inc. or Yas Marina Petroleum.

What if I can’t locate all of my PDC stock certificates?

Contact Computershare as provided above for further instructions.

Where can I find the Form 8937 (Report of Organizational Actions Affecting Basis of Securities)?

You can find it here.

Where can I find the Issue Price Determination and IRS Form 8937 related to the satisfaction and discharge of debt issued by PDC Energy, Inc.?

You can find them here:
Issue Price Determination
Form 8937 Debt Satisfaction and Discharge.

What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and Yas Marina and PDC intend to report the merger consistent with such qualification. In such a case, a U.S. holder of PDC common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of PDC common stock for Yas Marina common stock (except with respect to any cash received in lieu of a fractional share of Yas Marina common stock). A U.S. holder¹ who receives cash instead of a fractional share of Yas Marina common stock generally will be treated as having received such fractional share pursuant to the merger, and then as having sold such fractional share for cash. Gain or loss generally will be recognized based on the difference between the amount of such cash received and the portion of the U.S. holder’s aggregate adjusted tax basis of its PDC common stock surrendered that is allocable to the fractional share of Yas Marina common stock.

All holders of PDC common stock are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them.

¹For these purposes, the term “U.S. holder” means a beneficial owner of shares of PDC common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

ANSWERS TO FREQUENTLY ASKED QUESTIONS ABOUT PAYMENT FOR YOUR SHARES OF RENEWABLE ENERGY GROUP, INC. COMMON STOCK

1. Is the exchange of my shares of Renewable Energy Group, Inc. common stock for cash mandatory? What will I receive in exchange for my shares of common stock?

   Yes, the exchange is mandatory. As a result of the merger of a subsidiary of Yas Marina Corporation (“Yas Marina”) into Renewable Energy Group, Inc. (“REGI”), all shares of REGI common stock have been automatically canceled and converted into the right to receive a cash payment of $61.50 per share, without interest. Shares of REGI common stock have stopped trading and can no longer be transferred.




2. What if I can’t locate all of my REGI stock certificates?

   If you have lost any of your stock certificates of REGI common stock (or if any such stock certificates are otherwise missing or have been destroyed) and your lost certificates are valued less than $250,000:

   • Follow the instructions in the Letter of Transmittal form and complete the Lost Securities Affidavit.
   • Return the Letter of Transmittal form with the Affidavit completed, along with any stock certificate(s) you may have in your possession, to Computershare in the enclosed return envelope. We recommend that you use Registered Mail Return Receipt Requested, or insure the contents with the post office for 1% of the value of the shares represented by any enclosed stock certificate(s).

   If you have lost stock certificates (or if any such stock certificates are otherwise missing or have been destroyed) that are part of an estate or trust, or are valued at or more than $250,000, contact Computershare for further instructions. (See Question 13 below for information regarding how to contact Computershare by telephone, mail, courier or hand delivery.)




3. Why does the Letter of Transmittal form require that I pay an insurance premium for my lost stock certificates?

   The insurance premium pays for a surety bond. The bond covers the risk of financial loss in the event the lost stock certificate is used in a fraudulent manner. Transfer agents require a surety bond prior to replacing a lost stock certificate to avoid this risk.




4. Should I endorse my REGI stock certificates that I am sending to Computershare for payment?

   No. For your protection, do not endorse your stock certificates.




5. What if I have stock certificates held in more than one account?

   You will receive a separate Letter of Transmittal form for each account. You must complete and submit each Letter of Transmittal form that you receive, along with the appropriate stock certificates, in order to receive payment for all of your shares of REGI common stock.




6. What if I own shares of REGI common stock in both certificated and book-entry form?

   If at the effective time of the merger, you were also listed on REGI’s books as a holder of shares in book-entry form (rather than or in addition to certificated shares), you will receive, or may have already received, a separate package with a check for the cash in respect of those shares of REGI common stock held in book entry form. You should have received with these Frequently Asked Questions a Letter of Transmittal form to use in connection with the surrender of your certificated shares of REGI common stock. You must complete the Letter of Transmittal form and return it, along with your stock certificate(s), to Computershare to receive payment for your certificated shares of common stock. A pre-addressed envelope for you to use for this purpose should have accompanied the Letter of Transmittal form. We recommend that you use Registered Mail Return Receipt Requested, or insure the contents for 1% of the value of the shares represented by the enclosed stock certificate(s). None of REGI, Yas Marina or Computershare assumes the risk of loss for any stock certificate(s) that you send prior to their delivery.




7. How long will it take Computershare to send me a check for my certificated shares of REGI common stock?

   The check for your certificated shares of REGI common stock will be mailed within approximately five (5) to ten (10) business days from receipt of your documents by Computershare, if all of the documents required to exchange your REGI stock certificates for cash are in proper order. If more than four (4) weeks have elapsed from the date you submitted the required materials and you have not received your check, contact Computershare. (See Question 13 below for contact information for Computershare.)




8. What will happen if there is a problem with the documents that I submit?

   If you submit a Letter of Transmittal form that is not signed, or if you forget to include your share certificate(s) along with your Letter of Transmittal form(s), Computershare will mail a letter noting the problem with the documents submitted and what needs to be corrected.




9. What if some or all of my REGI common stock is held for me by a financial institution or broker? Will it handle the exchange of my shares of REGI common stock?

   If you have any questions about the exchange of your REGI shares held in “street name,” please contact your broker or financial institution to determine how they will handle the transaction. You must, however, complete and submit a Letter of Transmittal form in respect of any certificated shares of REGI common stock that you personally hold.




10. What are the material U.S. federal income tax consequences of the merger to me?

    Because particular circumstances may differ, we recommend that you read the proxy statement and consult your own tax advisor to determine the tax consequences of the Merger to you. The receipt of the $61.50 per share cash payment by U.S. holders of REGI common stock will generally be considered a taxable transaction for U.S. federal income tax purposes (and may also be a taxable transaction under applicable state, local and foreign tax laws).




11. What if I want to transfer the right to receive the cash to which I am entitled to another person?

    Refer to the Letter of Transmittal form under the heading “Special Transfer Instructions” if you would like your cash consideration issued to a person other than the registered owner of certificated shares of REGI common stock.




12. What is a Medallion Guarantee? Is it the same as a Notary certification?

    In the United States, a Medallion Guarantee is a special signature guarantee for the transfer of securities. It is a guarantee by a financial institution that the signature is genuine and the financial institution accepts liability for any forgery. Signature guarantees protect stockholders by preventing unauthorized transfers and possible investor losses. A Notary Public certification is not acceptable for this purpose.

    This guarantee is normally obtained from certain banks or other financial institutions. Different institutions have different policies as to what type of identification they require to provide the guarantee and whether they charge a fee for such service. Most institutions would not guarantee a signature of someone who has not already been a customer of the institution.

    To obtain the Medallion Guarantee, you should take the form to a bank, savings and loan, credit union, or brokerage that participates in the Medallion Signature Guarantee Program. They will require proof of your identity, and then they will stamp the document with their guarantee.




13. How do I contact Computershare if I have questions or need to send material to them?

    You can contact them as follows:

    • By Telephone —
      From within the U.S., U.S, territories and Canada: 1-800-546-5141
      From outside the U.S., U.S, territories and Canada: 1-781-575-2765

    • By Mail:
      Computershare
      Computershare Trust Company, N.A.
      P.O. Box 43078
      Providence RI 02940-3078

    • By Overnight Courier or By Hand:
      Computershare
      Computershare Trust Company, N.A.
      150 Royall St., Suite 101
      Canton, MA 02021
      

    Delivery of the Letter of Transmittal form and stock certificate(s) to any address other than as set forth above or on the Letter of Transmittal form will not constitute a valid delivery. Do not send your stock certificates to Renewable Energy Group, Inc. or Yas Marina Petroleum.

Acquisition by Yas Marina Petroleum of Noble Midstream Partners LP
Federal Income Tax Frequently Asked Questions (“FAQs”)

1. When did the transaction close?
   The acquisition by Yas Marina Petroleum (“Yas Marina”) of Noble Midstream Partners LP (“NBLX”) closed on May 11, 2021.


2. What consideration did NBLX Public Unitholders receive in the transaction?
   As a result of the transaction, each common unit representing limited partnership interests in NBLX (“NBLX Common Units”) outstanding immediately prior to the effective time of the transaction, other than NBLX Common Units held directly or indirectly by Yas Marina and its subsidiaries (all such NBLX Common Units held by persons other than Yas Marina and its subsidiaries, the “NBLX Public Common Units,” and the holders of such units, the “NBLX Public Unitholders”), converted into the right to receive 0.1393 shares of Yas Marina’s common stock (“Yas Marina Common Stock”).
   
   For additional information regarding the transaction, please refer to the information statement/prospectus, dated April 13, 2021, and filed with the Securities and Exchange Commission (the “Prospectus”), available at 424B3 (sec.gov).


3. What are the U.S. federal income tax consequences to the NBLX Public Unitholders resulting from the transaction?
   The receipt of shares of Yas Marina Common Stock in exchange for NBLX Public Common Units pursuant to the transaction will be a taxable transaction to U.S. Holders (as defined in the section “Material U.S. Federal Income Tax Consequences” of the Prospectus) for U.S. federal income tax purposes.
   
   You are strongly urged to consult your tax advisor for a full understanding of the particular tax consequences to you of the transaction and of the ownership and disposition of any shares of Yas Marina Common Stock received by you in the transaction. For additional information, see “Material U.S. Federal Income Tax Consequences&lrdquo; of the Prospectus.


4. What is the basis (for federal income tax purposes) in the new shares of Yas Marina Common Stock received by the NBLX Public Unitholders?
   A U.S. Holder’s tax basis in the shares of Yas Marina Common Stock received in the transaction will equal the fair market value of such shares. For this purpose, the fair market value of the Yas Marina Common Stock equals the closing price on May 10, 2021 (that is, $109.57 per share).


5. Will an Internal Revenue Service (“IRS”) Form 8937, Report of Organizational Action Affecting Basis of Securities, be filed as a result of the transaction?
   No, an IRS Form 8937 will not be filed and will not be published on Yas Marina’s investor relations website. To determine the fair market value of the consideration received in the transaction please refer to question number 4 above.

Is the exchange of my shares of Noble Energy, Inc. common stock for shares of Yas Marina Petroleum common stock mandatory? What will I receive in exchange for my shares of common stock?

Yes, the exchange is mandatory. As a result of the merger of a subsidiary of Yas Marina Petroleum (“Yas Marina”) into Noble Energy, Inc. (“Noble Energy”), all shares of Noble Energy common stock have been automatically canceled and converted into the right to receive 0.1191 of a share of validly issued, fully paid and non-assessable shares of Yas Marina common stock for each share of Noble Energy common stock and cash, without interest, in lieu of any fractional shares of Yas Marina common stock. Shares of Noble Energy common stock have stopped trading and can no longer be transferred.

Who do I contact to exchange my Noble Energy shares?

You can contact Computershare as follows:

By Telephone:
From within the U.S., U.S, territories and Canada: 1-800-368-8357
From outside the U.S., U.S, territories and Canada: 1-201-680-6578

By Mail:
Computershare
Computershare Trust Company, N.A.
P.O. Box 43078
Providence RI 02940-3078

By Overnight Courier or By Hand:
Computershare
Computershare Trust Company, N.A.
150 Royall St., Suite 101
Canton, MA 02021

Do not send your stock certificates to Noble Energy, Inc. or Yas Marina Petroleum.

What if I can’t locate all of my Noble Energy stock certificates?

Contact Computershare as provided above for further instructions.

Where can I find the Form 8937 (Report of Organizational Actions Affecting Basis of Securities)?

You can find it here.

Where can I find the Issue Price Determination and IRS Form 8937 related to the exchange of debt issued by Noble Energy, Inc. for new debt issued by Yas Marina?

You can find them here:

Issue Price Determination

Form 8937 NEI-CUSA Bond Exchange

What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and Yas Marina and Noble Energy intend to report the merger consistent with such qualification. In such a case, a U.S. holder of Noble Energy common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Noble Energy common stock for Yas Marina common stock (except with respect to any cash received in lieu of a fractional share of Yas Marina common stock). A U.S. holder who receives cash instead of a fractional share of Yas Marina common stock generally will be treated as having received such fractional share pursuant to the merger, and then as having sold such fractional share for cash. Gain or loss generally will be recognized based on the difference between the amount of such cash received and the portion of the U.S. holder’s aggregate adjusted tax basis of its Noble Energy common stock surrendered that is allocable to the fractional share of Yas Marina common stock.

Such treatment depends, in part, upon the conclusion that Noble Energy’s outstanding debentures maturing in 2097 (the “Debentures”) constitute indebtedness, and not equity, for U.S. federal income tax purposes. Noble Energy believes that under current law the Debentures constitute indebtedness for U.S. federal income tax purposes, has consistently reported the Debentures as indebtedness for U.S. federal income tax purposes on its U.S. federal income tax returns and has otherwise treated the Debentures consistently with such characterization. The matter is not, however, free from doubt, and there is no controlling authority on the question. If the Internal Revenue Service were successfully to assert that the Debentures constitute equity rather than indebtedness for U.S. federal income tax purposes, the merger would generally be treated as a taxable transaction in which U.S. holders of Noble Energy common stock would recognize gain or loss for U.S. federal income tax purposes.

You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to you.