Dye & Durham Ltd. · TSX:DND
Dye & Durham — Proxy Contest (December 2024)
85 slides from Dye & Durham's proxy contest presentation, Dec 10, 2024
Slide 1: Dye & Durham Investor Briefing
DYE & DURHAM INVESTOR BRIEFING December 2024 When being certain is everything dyedurham.com
Slide 2: Disclaimer (1/3)
DISCLAIMER (1/3) This presentation has been prepared for informational purposes only. These materials are not, and in no circumstances are they to be construed as, a prospectus, an offering memorandum, an advertisement, or a public offering of securities. In addition, these materials do not form par
Slide 3: Disclaimer (2/3)
DISCLAIMER (2/3) The foregoing forward-looking information and/or forward-looking statements demonstrate the Company’s objectives, which are not forecasts or estimates of its financial position, but are based on the implementation of the Company’s strategic goals, growth prospects, and growth initia
Slide 4: Disclaimer (3/3)
DISCLAIMER (3/3) Non-IFRS Measures This presentation makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather
Slide 5: Agenda
AGENDA Tuesday, December 10th, 2024 Welcome Matt Proud, CEO Overview Matt Proud, CEO Building a World Class Business Martha Vallance, COO Scott Bleasdell, CPO Tom Durbin St George, Managing Director D&D UK Product and Go-to-Market: The SaaSification of D&D Jeff Dutton, Product Specialist Sanjay Kulk
Slide 6: Overview
OVERVIEW When being certain is everything everything Strictly private and confidential for discussion purposes only / 6 6
Slide 7: The Right Management Team to Continue to Execute
THE RIGHT MANAGEMENT TEAM TO CONTINUE TO EXECUTE • D&D CEO since 2016 and led the successful IPO in July 2020 which enabled the Company to scale its growth Matthew Proud • Grew D&D from a small regional single product company with an enterprise value of approximately $4 million, to a global Chief Ex
Slide 8: Your Legal Practice, Made Perfect
YOUR LEGAL PRACTICE, MADE PERFECT Our mission-critical software gets business done right, every time. We provide premier practice management solutions and vital data insights software that supports critical risk management decisions empowering legal professionals every day When being certain is ever
Slide 9: Our Company, Our Platform, Our Business Model
Our Company Our Platform Our Business Model Full-suite software solution for the legal Diversified customer base of blue-chip legal firms Software and recurring transaction-based communities’ workflow optimization, data and financial institutions model with a SaaS transition insights and payments ac
Slide 10: Dye & Durham at a Glance
DYE & DURHAM AT A GLANCE Dye & Durham’s Global Footprint C$458MM C$255MM LTM Sept-24 LTM Sept-24 Revenue Adj. EBITDA1 Canada UK & I ~37,000+ Core Customers Globally3 56% 85% of which ~6,000+ are under contract LTM Sept-24 LTM Sept-24 Adj. EBITDA Margin1 FCF Conversion2 APAC Australia South Africa 54
Slide 11: Legal Professional Workflow Experience Has Been Disjointed
HISTORICALLY, LEGAL PROFESSIONAL WORKFLOW EXPERIENCE HAS BEEN DISJOINTED…. WE RECOGNIZED THIS OPPORTUNITY • The global legal software market remains fragmented, with law firms utilizing various products from different providers, many of which are transaction-based vs SaaS • With an established globa
Slide 12: Unity: Everything You Need to Run Your Legal Practice
D&D IS REVOLUTIONIZING LEGAL SOFTWARE WITH THE UNITY GLOBAL PLATFORM UNITY® EVERYTHING YOU NEED TO RUN YOUR LEGAL PRACTICE, ALL IN ONE PLACE. From intake to invoice, and everything in between. A SINGLE DESTINATION FOR LAW FIRMS Bringing together multiple legal solutions – that saves time, provides o
Slide 13: Our Journey to Get Where We Are Today
OUR JOURNEY TO GET WHERE WE ARE TODAY Illustrative Revenue Over Time *Showing select acquisitions only Affinity (1) FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 LTM Sep-24 Future Upside Dye & Durham 3.0: Dye & Durham 1.0: Private Ownership Dye & Durham 2.0: Building Global Scale Global Sa
Slide 14: Deploying Capital for Acquisitions in a Purposeful and Measured Way
DEPLOYING CAPITAL FOR ACQUISITIONS IN A PURPOSEFUL AND MEASURED WAY Acquisition Capital Deployed (C$MM) Acquisition Capital Deployed C$1.7BN C$230MM Equity Capital Raised / (Returned)1 C$822MM Raised (C$91)MM Returned Avg. Pre-Synergy Acquisition Multiple (EV/EBITDA)2 17.7x 12.0x Build, Scale and Gr
Slide 15: Result of Strategy: Significantly Scaled Business of High-Quality Assets
THE RESULT OF THIS STRATEGY IS A SIGNIFICANTLY SCALED BUSINESS, COMPRISED OF HIGH-QUALITY ASSETS INTENTIONALLY BROUGHT TOGETHER Revenue1 Adjusted EBITDA2 Leveraged Free Cash Flow2,3 Increased by 617% Increased by 594% Increased by 530% C$470MM C$255MM C$55MM C$66MM C$37MM C$9MM At IPO (June 2020 LTM
Slide 16: And We Have Delivered for Our Shareholders
AND WE HAVE DELIVERED FOR OUR SHAREHOLDERS D&D Share Performance Since IPO (July 17, 2020) Versus Peers and Relevant Benchmarks Select Peers / Index Share Performance Constellation Software 222% Dye & Durham 171% Thomson Reuters 152% Descartes 144% Wolters Kluwer 121% Current RELX Topicus 119% 90% C
Slide 17: Investors Have a Simple Choice: Order and Growth vs. Chaos
INVESTORS HAVE A SIMPLE CHOICE: ORDER AND GROWTH VS. CHAOS Order and Growth Chaos ✓ Experienced and refreshed × Hand-picked and poorly Board nominees qualified nominees who will not act as a check on Engine’s ✓ Leading an orderly transition agenda to a new world-class CEO ✓ Supporting the focused an
Slide 18: We Now Have a Great Opportunity in Front of Us
WE NOW HAVE A GREAT OPPORTUNITY IN FRONT OF US Why We Are Going to Win As a Company What Makes Us Different 1 Large, global, and loyal customer base We are providing best-in-class practice management solutions to the legal industry Complete solution suite to offer small to 2 medium law We sit at the
Slide 19: Building a World Class Business
BUILDING A WORLD CLASS BUSINESS When being certain is everything Strictly private and confidential for discussion purposes only / 19
Slide 20: We Have a Large Addressable Market Opportunity
WE HAVE A LARGE ADDRESSABLE MARKET OPPORTUNITY… Total Addressable Market1 Key Drivers Behind Expansion Global Legal Technology Spend (US$) 1 Rising competition in the legal solutions ~$46BN industry, leading to increased focus on productivity TAM 2 Surge in new regulatory structures and legal inform
Slide 21: The Long-Term Opportunity – Where We Are Going
THE LONG-TERM OPPORTUNITY – WHERE WE ARE GOING Requires 30% annual growth to achieve in 10 years1 Requires 70% annual growth to achieve in 5 years1 ~US$46BN Dye & Capturing 10% of the Global TAM Durham Today global TAM would imply (2030) total revenue of (~C$64BN3) C$6.4BN1 C$458MM LTM September 202
Slide 22: Competitive Landscape in Legal Software
COMPETITIVE LANDSCAPE IN LEGAL SOFTWARE While there are many legal software providers in the industry, Dye & Durham has been focused on creating a single, integrated solution emphasizing on the core areas of practice management and data & due diligence legal software Practice Area Solutions Practice
Slide 23: Expanded Solution Suite, Geographic Presence and Customer Base
WE HAVE STRATEGICALLY AND DELIBERATELY EXPANDED OUR SOLUTION SUITE, GEOGRAPHICAL PRESENCE AND CUSTOMER BASE… At IPO (June 30, 2020) LTM September 30, 2024 Australia / Australia / Canada UK&I Other Canada UK&I Other APAC APAC Practice Practice Limited Management Management Data Insights & Data Insigh
Slide 24: Driving Financial Outperformance from Acquired Businesses
…DRIVING FINANCIAL OUTPERFORMANCE FROM THOSE BUSINESSES Revenue CAGR Since Acquisition • DND has demonstrated a track record of U.K. KYC/AML technology; offering identifying and executing on highly strategic now directly available to DND’s U.K. acquisitions that drive strong financial Credas (Nov 20
Slide 25: Current Suite of Legal Software Solutions
DYE & DURHAM’S CURRENT SUITE OF LEGAL SOFTWARE SOLUTIONS We are one of the few legal software providers that sit at the intersection of industry leading Practice Management and Data Insights & Due Diligence solutions while also offering complementary workflow capabilities for lawyers Enhanced Workfl
Slide 26: Evolving the Core Business Strategy
EVOLVING THE CORE BUSINESS STRATEGY Historical Where We Are Going1 • Independent companies operated by different owners OPERATING THESIS • Fully integrated prior to acquisition by DND. All single point solutions • Highly varied and customized with lack of pricing discipline REVENUE MODEL AND GO- • S
Slide 27: Executing on Long-Term Strategy to Drive Shareholder Value
HOW WE ARE EXECUTING ON OUR LONG-TERM STRATEGY TO DRIVE SHAREHOLDER VALUE CORE BUSINESS STRATEGY1 CAPITAL ALLOCATION STRATEGY1 • Continuing the revenue model transition to more predictable • Allocating excess cash flow from the business towards highest and transparent contracted revenue as the found
Slide 28: Diversified Revenue Model with Predictability and Scale
HIGHLY ATTRACTIVE & DIVERSIFIED REVENUE MODEL WITH PREDICTABILITY AND SCALE Breakdown of Revenue Model – Q1 FY2025 1 Non-Contracted Subscription Payment per legal matter or transaction Transactional 2 Subscription Contracted Contracted Contracted 9% Transactional Transactional 54%n 22% 2 Represents
Slide 29: Successfully Transitioning the Revenue Model
SUCCESSFULLY TRANSITIONING THE REVENUE MODEL • Beginning in FY 22, Dye & Durham has executed very successfully on transitioning LTM Revenue vs. ARR Contracted Revenue Growth1,2,3 its revenue model towards higher quality contracted revenue – this continues to be FY 24 RE Market Volumes vs. FY 22: par
Slide 30: Capitalizing on the Cross-Sell Opportunity
CAPITALIZING ON THE CROSS-SELL OPPORTUNITY Cross-sell between practice management and data insights & due diligence customers presents a tangible upside opportunity to Dye & Durham, as a one- stop shop for legal professionals • Dye & Durham has industry leading capabilities with highly complementary
Slide 31: Rationalizing the Product Portfolio
RATIONALIZING THE PRODUCT PORTFOLIO • The company has been actively consolidating its product suite, putting its resources and internal investment behind the core go-forward products, anchored around the Unity brand • Since the start of FY 23, approximately 7,500 customers have been upgraded from le
Slide 32: Product and Go-to-Market: The SaaSification of D&D
PRODUCT AND GO-TO-MARKET: THE SAASIFICATION OF D&D When being certain is everything everything Strictly private and confidential for discussion purposes only / 3232
Slide 33: What We've Been Up To
WHAT WE’VE BEEN UP TO Our goal is to revolutionize legal software with Unity as a one-stop shop, providing small to medium-sized law firms with an easy-to-use platform that saves time and provides operational efficiencies Key Activities1 • Strategic M&A to assemble a leading product portfolio in leg
Slide 34: Unity's Global Presence: Same Look and Feel Around the World
UNITY’S GLOBAL PRESENCE: THE SAME LOOK AND FEEL AROUND THE WORLD Canada UK & I APAC Australia South Africa When being certain is everything Strictly private and confidential for discussion purposes only / 34
Slide 35: Unifying and Improving the Customer Experience
UNIFYING AND IMPROVING THE CUSTOMER EXPERIENCE… As we have grown, we are hyper focused on improving the customer experience and creating a single destination for our customers core legal technology needs The customer experience is being anchored around the Unity brand with a consistent look and feel
Slide 36: Executing on the Acquisition Thesis and Integration Plan
…EXECUTING ON THE ACQUISITION THESIS AND INTEGRATION PLAN Dye & Durham has incorporated its acquisitions directly into its Customer Experience on Unity Search (UK) Today platform to make them accessible to customers through its single landing page driving a better customer experience and creating th
Slide 37: Demo Unity U.K.
DEMO UNITY U.K. When being certain is everything everything Strictly private and confidential for discussion purposes only / 3737
Slide 38: Unity Practice Management
UNITY® PRACTICE MANAGEMENT Manage your practice, your clients and your cases • The same primary needs of all lawyers and law firms worldwide • Entirely agnostic to discipline • Track clients and their matters, record fees and time billed, manage your trust account and keep an eye on the performance
Slide 39: Unity Practice Management: Push and Pull to UGP
UNITY® PRACTICE MANAGEMENT Push and pull seamlessly from UPM to UGP • Ancillary services related to the matter type • Conveyancing searches ordered as standard part of conveyancing matter • Submitted for fulfilment to D&D operations • Searches returned directly into the case When being certain is ev
Slide 40: Unity Practice Management: Disbursement Costs
UNITY® PRACTICE MANAGEMENT Disbursement costs entered directly into the ledger When being certain is everything Strictly private and confidential for discussion purposes only / 40
Slide 41: Demo Unity Practice Management Canada
DEMO UNITY PRACTICE MANAGEMENT CANADA When being certain is everything everything Strictly private and confidential for discussion purposes only / 4141
Slide 42: The New Unity Practice Management
THE NEW UNITY® PRACTICE MANAGEMENT: A MODERN OPERATING SYSTEM FOR ALL LAWYERS Set to launch in early 2025 in Canada, Dye & Durham has built Unity® Practice Management into an all-in-one law practice management platform for lawyers of all practice types. To The New Unity® Practice Management ✓ Modern
Slide 43: SaaSification of Dye & Durham
SAASIFICATION OF DYE & DURHAM Expansion of our Go-to-Market: Bundled Software as a Subscription (SaaS) • Transforming Revenue Model: The new Unity® Practice Management expands our strategy to achieve organic recurring revenue by integrating Dye & Durham's products within a region as bundled capabili
Slide 44: Unity: The All-in-One Solution for All Lawyers
UNITY®: THE ALL-IN-ONE SOLUTION FOR ALL LAWYERS Unity® Practice Management to become the hub of Unity®, the operating system for modern law firms • Expanded Addressable Market: A major new update to be released in early 2025 expands Unity® Practice Management out of the box for all Canadian small to
Slide 45: Organic Go-to-Market Strategy
DYE & DURHAM’S ORGANIC GO-TO-MARKET STRATEGY A B Managing the Top Customers1 Targeting the Longer Tail1 • Dye & Durham will continue to focus its account • We are focusing our efforts to drive additional management team on its top 3,000 – 5,000 largest subscription revenue from our long tail custome
Slide 46: Go-to-Market Strategy
GO-TO-MARKET STRATEGY When being certain is everything everything Strictly private and confidential for discussion purposes only / 4646
Slide 47: Pillars of Go-to-Market Strategy
PILLARS OF DYE & DURHAM’S GO-TO-MARKET STRATEGY D&D’s go-to-market strategy blends marketing, sales, and product-led motions to drive client acquisition and account expansion Digital-First Marketing1 A Focused Sales Strategy1 B Product-Led Growth1 C • Outbound: Multi-channel ✓ ✓• Global sales struct
Slide 48: Digital-First Marketing
GO-TO-MARKET STRATEGY: DIGITAL-FIRST MARKETING Our marketing strategy is focused on multi-channel demand generation to drive both new client acquisition and product cross-sell Digital-First Marketing1 A • Outbound: Multi-channel ✓ campaigns to grow and expand customer relationships based on targeted
Slide 49: Focused Sales Strategy
GO-TO-MARKET STRATEGY: FOCUSED SALES STRATEGY Our revitalized sales strategy has transitioned from a point-solution focus to a scalable, rigorous, solution-led approach Focused Sales Strategy1 B Subscription contracts to drive ARR growth across D&D services ✓• Global sales structure with Focused sal
Slide 50: Key Drivers Supporting Organic Growth
GO-TO-MARKET STRATEGY: KEY DRIVERS SUPPORTING ORGANIC GROWTH Global Customer Base Segmentation Organic Growth Drivers1 Cross-Sell • Convert existing long-tail customer base to a value-add Existing Software as a Subscription (SaaS) platform Customer Base 5 – 10% forecasted Organic Top Annual Customer
Slide 51: Our Right to Win: Our Products
OUR RIGHT TO WIN: OUR PRODUCTS When being certain is everything everything Strictly private and confidential for discussion purposes only / 5151
Slide 52: Revolutionizing How Law Firms Leverage Technology
REVOLUTIONIZING HOW LAW FIRMS LEVERAGE TECHNOLOGY Rich Workflows and Integrations End-to-End Client Services • Comprehensive set of workflows and documents, • A complete legal solution for streamlining continuously updated and evolved based on everything from CRM, onboarding, KYC & customers needs a
Slide 53: Dye & Durham's AI Strategy
DYE & DURHAM’S AI STRATEGY Artificial Intelligence Dye & Durham AI Strategy1 ➢ Leverage a range of AI technologies, beyond just Generative AI, to address specific use cases and enhance client outcomes Cloud-based infrastructure underpinning the technology ➢ Deliver accurate, reliable results • Dye &
Slide 54: AI Industry Guest Speaker: Richard Robinson, Robin AI
ARTIFICIAL INTELLIGENCE INDUSTRY GUEST SPEAKER: RICHARD ROBINSON, CEO & CO- FOUNDER OF ROBIN AI When being certain is everything everything Strictly private and confidential for discussion purposes only / 5454
Slide 55: FinTech Business
FINTECH BUSINESS When being certain is everything everything Strictly private and confidential for discussion purposes only / 5555
Slide 56: FinTech Business Provides Critical Software and Services
OUR FINTECH BUSINESS PROVIDES CRITICAL SOFTWARE AND SERVICES TO ENABLE THE TRANSACTIONS THAT POWER THE ECONOMY • Serves financial institutions across Canada and Australia, providing critical technology that supports essential front and back-end uses, including payments, information services and prop
Slide 57: Large Adjacent Addressable Market for FinTech
LARGE AND GROWING ADJACENT ADDRESSABLE MARKET FOR FINTECH FinTech Business: Relevant Market Participants Total Addressable Market 1 ~$5.0 billion LENDING PAYMENTS MANAGED TECHNOLOGY BANKING SERVICES When being certain is everything 1. Per PWC FinTech Market Study. Strictly private and confidential f
Slide 58: Leading Suite of Solutions
LEADING SUITE OF SOLUTIONS (CONT’D) D&D provides a comprehensive suite of essential solutions for Canada and Australia’s financial sector across Banks, Credit Unions, Insurers, and others Services Provided LendTech & Managed Payments Settlement Banking Services • Global and national banks with opera
Slide 59: Long-Term Contractual Revenue Model
LONG-TERM CONTRACTUAL REVENUE MODEL Unique Platform and Integrated Technology Promotes Repeat Transactions with Blue-Chip Financial Institutions REOCCURING REVENUE DRIVERS Bank centric – TRUSTED AND ESSENTIAL Drives OPERATIONAL TRANSACTIONAL BUSINESS SIGNIFICANT LONG-TERM PLATFORM-AS-A- PARTNER to t
Slide 60: Macro Tailwinds Underpinning FinTech Business
MACRO TAILWINDS UNDERPINNING OUR FINTECH BUSINESS Lowering Interest Rates Improving consumer confidence Rebound in the real estate Banks investing in preparation driving increased economic market and associated for large upcoming mortgage activities transaction volumes renewals in 2025 and 2026 Evol
Slide 61: Key Growth Drivers
KEY GROWTH DRIVERS 1 2 3 Increase Transaction Market Tailwinds Acquire New Customers Wallet Share • Lowering interest rates, improving • Opportunities to increase adoption • Drive increased adoption of consumer confidence and a of Lender Centre platform with National industry platforms in Bill rebou
Slide 62: Finance & Capital Allocation: Driving Value for All Stakeholders
FINANCE & CAPITAL ALLOCATION: DRIVING VALUE FOR ALL STAKEHOLDERS When being certain is everything Strictly private and confidential for discussion purposes only / 62
Slide 63: Quarterly Revenue Performance
QUARTERLY REVENUE PERFORMANCE Quarterly LTM Revenue Performance (C$MM)1,2 FY 24 RE Market Volumes vs. FY 22: Canada: ↓ 24% UK: ↓ 18% Australia: ↓ 10% LTM Revenue (C$MM) Quarterly ARR Contracted $458 $470 $452 $436 $412 $421 $421 $420 $405 $395 $404 $382 $343 32% 30% 29% $283 27% 25% $209 19% 18% 16%
Slide 64: Quarterly Adj. EBITDA Performance
QUARTERLY ADJ. EBITDA PERFORMANCE Quarterly LTM Adj. EBITDA Performance (C$MM)1,2 FY 24 RE Market Volumes vs. FY 22: Canada: ↓ 24% UK: ↓ 18% LTM Adj. EBITDA Australia: ↓ 10% LTM Adj. EBITDA Margin 2 60% 61% 61% 60% 60% 60% 59% 59% 58% 57% 56% 56% 57% 58% 57% 56% 55% $253 $256 $253 $251 $257 $255 $24
Slide 65: Management's Plan Is Working: Q2 Guidance
MANAGEMENT’S PLAN IS WORKING: Q2 GUIDANCE • Q2 FY2025E revenue guidance growth of 9 – 14% from Q2 FY2024 driven by a combination of strong organic growth and tuck-in acquisitions from Australia and UK 2 - Organic growth of 6 – 10% driven by Canadian and UK practice management volumes, UK data insigh
Slide 66: Management Outlook: Target Operating Model
MANAGEMENT OUTLOOK: TARGET OPERATING MODEL LTM September FY2023 FY2024 Near Term1,4 Capital Allocation 2024 Near-term plan Organic Revenue 3% 4% 5-10% (11%) focused on organic Growth Rate2 growth, driving free cash flow and debt repayment until leverage is below Adj. EBITDA Margin2 54% 56% 56% ~55%
Slide 67: Efficient Capital Structure Since IPO
SINCE IPO, WE HAVE BEEN EFFICIENT WITH OUR CAPITAL STRUCTURE IN ORDER TO DRIVE ELEVATED EQUITY RETURNS • Strength and stability of underlying business along with high Net Debt / Adjusted EBITDA1 cash flow conversion / low capital intensity business enables higher leverage profile (1) Senior Secured
Slide 68: Path to Further Reducing Leverage
PATH TO FURTHER REDUCING LEVERAGE NET DEBT REDUCTION PRINCIPLES4 Illustrative Deleveraging Example – Net Debt / Adj. EBITDA4 Adj. EBITDA (C$MM) • Reduce Leverage: Lower the Company’s Net Debt-to- FY25 10% 15% 20% Adjusted EBITDA ratio below 4.0x by focusing on organic Current Consensus Growth vs. Gr
Slide 69: Creating a Global Unified Culture to Win
WE ARE CREATING A GLOBAL UNIFIED CULTURE TO WIN 2024 Employee Engagement Results and Benchmarking1 2024 D&D Employee Tenure vs. US Median3 (Years) • Management is dedicated to building a dynamic global culture while navigating • As it rapidly scaled and transformed its business, Dye & Durham continu
Slide 70: Meet the Board
MEET THE BOARD When being certain is everything everything Strictly private and confidential for discussion purposes only / 7070
Slide 71: Highly Qualified Board with the Right Experience
HIGHLY QUALIFIED BOARD WITH THE RIGHT EXPERIENCE, PERSPECTIVES AND SKILLSETS TO PROVIDE EFFECTIVE OVERSIGHT OF OUR LONG-TERM STRATEGY New Director Incumbent Director Colleen Moorehead Matthew Proud Mark Ernst Luke McCormick Independent Chair CEO • Dye & Durham director since 2023 • Dye & Durham dire
Slide 72: Robust Mix of Skills and Industry Experience
ROBUST MIX OF SKILLS AND INDUSTRY EXPERIENCE CREATING A BALANCED, STRONG BOARD New Director Incumbent Director Management / Leadership Experience Industry Experience Public Capital Corporate Executive / Independent Strategic Information Risk International Finance / Sales / Human Financial Technology
Slide 73: Refreshed Board with Strong Independence
REFRESHED BOARD WITH STRONG INDEPENDENCE & SHAREHOLDER REPRESENTATION Timeline of Proactive and Shareholder Informed Board Refreshment 2021 2022 2023 2024 # of Director Addition(s) 1 1 2 4 Ronnie Wahi* Leslie O’Donoghue* Colleen Moorehead Eric Shahinian Peter C. Brimm* Mark Ernst David Oppenheimer 2
Slide 74: CEO Succession Plan
CEO SUCCESSION PLAN • With Dye & Durham well-positioned for a new era of growth, now is the right time to evolve Dye & Durham’s leadership to a new CEO who will inspire this next stage of growth and keep the Company’s momentum going. • CEO Matthew Proud will remain in his role for approximately thre
Slide 75: Engine Capital's Value Destructive Path for the Company
ENGINE CAPITAL’S VALUE DESTRUCTIVE PATH FOR THE COMPANY When being certain is everything everything Strictly private and confidential for discussion purposes only / 7575
Slide 76: Engine's Plan: They Have No Plan
ENGINE’S “PLAN”…..THEY HAVE NO PLAN! Core Parts of Engine’s “Plan” The Reality “Understand and diagnose business fundamentals” “Understand drivers of past business performance” Engine’s “plan” shockingly admits they actually “Conduct a fulsome review of D&D’s portfolio” have ZERO understanding of Dy
Slide 77: Side by Side: Engine's Plan Would Result in Less EBITDA
A SIDE BY SIDE: ENGINE’S “PLAN” WOULD RESULT IN LESS EBITDA AND GREATER RISK Revenue Near Term Illustrative Outlook (C$MM)4 Adj. EBITDA Near Term Illustrative Outlook (C$MM)4 Upper end Upper end of range of range 7.5-10% 10% 55% 50% Growth Growth Margin Margin $304 $554 $554 $529 $291 $277 D&D Value
Slide 78: Engine's Misleading View of Share Price Returns
ENGINE’S DECEPTIVE AND MISLEADING VIEW OF POTENTIAL SHARE PRICE RETURNS UNDER THEIR “PLAN” Page 46 of Engine’s “Path to Enhanced Vale Creation at Dye & Durham” presentation A Unaffected Share Price • Arbitrary unaffected date that does not reflect recent material updates to the business, including s
Slide 79: Engine's Organic Growth Plan Is Meritless
ENGINE’S ORGANIC GROWTH “PLAN” IS MERITLESS AND DEMONSTRATES THEIR LACK OF UNDERSTANDING OF DYE & DURHAM’S BUSINESS Page 9 of Engine’s “Path to Enhanced Vale Creation at Dye & Durham” presentation A Product Line & Geographic Footprint • Court Solutions is a small partnership that does not distract m
Slide 80: Accretive M&A Strategy
DYE & DURHAM: ACCRETIVE M&A STRATEGY Engine falsely claims M&A activity has been value destructive, Engine refers Dye & Durham’s “frantic pace” of M&A while ignoring the comparing our current, under valued trading multiple to acquisition true evolution and discipline of our M&A strategy multiples fr
Slide 81: A Great Place to Work
DYE & DURHAM: A GREAT PLACE TO WORK Engine relies on hand-picked, biased, and incorrect Glassdoor reviews Engine uses false claims about the turnover of leadership at from non-current employees Dye & Durham Dye & Durham engaged an accredited independent third party to conduct our 2024 Engine makes a
Slide 82: Engine's Proposed Interim CEO and Chair
ENGINE’S PROPOSED INTERIM CEO AND CHAIR About Hans Gieskes • Engine attempts to validate the experience of • Its important to note, this is a role • Self-proclaimed achievements, during his their proposed Chair and Interim CEO, Hans he departed from over 20 years ago tenure was managing their transi
Slide 83: Investors Have a Simple Choice: Order and Growth vs. Chaos
INVESTORS HAVE A SIMPLE CHOICE: ORDER AND GROWTH VS. CHAOS Order and Growth Chaos ✓ Experienced and refreshed × Hand-picked and poorly Board nominees qualified nominees who will not act as a check on Engine’s ✓ Leading an orderly transition agenda to a new world-class CEO ✓ Supporting the focused an
Slide 84: Analyst Q&A
ANALYST Q&A When being certain is everything everything Strictly private and confidential for discussion purposes only / 8484
Slide 85: When Being Certain Is Everything
When being certain is everything. dyedurham.com When being certain is everything Strictly private and confidential for discussion purposes only / 85