Slide 1: The Path to Enhanced Value Creation at UniFirst Corporation
The Path to Enhanced Value Creation at UniFirst Corporation December 2025 VOTE THE BLUE PROXY
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ENGINE CAPITAL L.P. AND ITS AFFILIATES (COLLECTIVELY, “ENGINE CAPITAL” OR “ENGINE”) AS OF THE DATE HEREOF. ENGINE CAPITAL RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF
Slide 3: Table of Contents
Table of Contents I. II. III. IV. Executive Summary Disappointing Corporate Governance Poor Capital Allocation Shareholder Returns Failures V. VI. Poor Operational The Path to Enhanced Execution Value Creation at UniFirst 3
Slide 4: I. Executive Summary
I. EXECUTIVE SUMMARY
Slide 5: Engine Has a Strong Reputation as a Long-Term Fundamental Investor and as an Activist
Engine Has a Strong Reputation as a Long-Term Fundamental Investor and as an Activist Engine Capital LP (“Engine” or “we”) was founded by Arnaud Ajdler in 2013; the firm currently manages ~$1.2 billion on behalf of endowments, pension funds, foundations, family offices, and high-net-worth individu
Slide 6: UniFirst – Company Overview
UniFirst – Company Overview ($ in millions, except per share data) UniFirst is a leading North American provider of uniform rental programs, facility Financial Profile services, and first aid & safety solutions. Share Price $153.05 The Company designs, manufactures, rents, cleans, and delivers a
Slide 7: How We Got Here: Engine Went Out of Its Way to Resolve this Contest Privately
How We Got Here: Engine Went Out of Its Way to Resolve this Contest Privately. We Did Not Want this Situation to Become Public We have a ~3.2% stake in the Company. Over the past two months, we have attempted to engage with the Company’s Board of Directors (the “Board”), showing flexibility and crea
Slide 8: The Company's Fundamental Problem Is its Governance – the Board Is Insulated from Accountability
The Company’s Fundamental Problem Is its Governance – the Board Is Insulated from Accountability 100% The Croatti family continues to control UniFirst. While the dual-class share structure may have been defensible under Ron Croatti’s exceptional leadership, it can no longer be justified. The reali
Slide 9: Using Your Vote to Send a Message Is Powerful – Lyft Case Study
Using Your Vote to Send a Message Is Powerful – Lyft Case Study In 2025, Engine engaged with Lyft, Inc. (Nasdaq: LYFT) (“Lyft”) around its governance and its problematic dual-class structure. Engine nominated directors and put a spotlight on this issue. Subsequently, on August 14, 2025, Lyft ann
Slide 10: Since Ron Croatti's Passing, UniFirst's Total Shareholder Returns Have Been Abysmal
Since Ron Croatti’s Passing, Unifirst’s Total Shareholder Returns Have Been Abysmal. Yet, It Seems to Us That the Board and the Croatti Trustees Continue to Bury Their Heads in the Sand. This Underperformance Would Not Have Been Allowed to Persist Under a Typical Governance Structure Total Sharehold
Slide 11: The Board's Unwillingness to Engage with a Credible Buyer (Cintas) Over Multiple Years
The Board’s Unwillingness to Engage with a Credible Buyer (Cintas) Over Multiple Years in the Face of a Stagnant and Underperforming Share Price Raises Concerns around Entrenchment, Violation of Fiduciary Duties, and Poor Business Judgment It only reinforces the view that the Board and the Croattis
Slide 12: Other Shareholders and Sell-Side Analysts Have Publicly Communicated that a Sale Is the Best Risk-Adjusted Path
Other Shareholders and Sell Sell-Side Side Analysts Have Publicly Communicated that a Sale Is the Best Risk-Adjusted Path Justin Akin, Senior Portfolio Manager at River Road Asset Management, in a letter to the Board, November 24, 2025 J.P. Morgan note following the release of Q4 2025 Barclays note
Slide 13: Other Shareholders and Sell-Side Analysts Say a Sale Is the Best Path (Continued)
Other Shareholders and Sell-Side Analysts Have Publicly Communicated that a Sale Is the Best Risk-Adjusted Path (Continued) “By pursuing the current path selected by the Board, UNF is taking significant operational and execution risk given its seven-year trend of anemic operating results. To provide
Slide 14: What This Proxy Contest Is About
What This Proxy Contest Is About: Sending a Strong Message to the Board and the Croatti Family that the Status Quo is Untenable Why is shareholder-driven change What are Engine’s goals? Who are Engine’s nominees? justified at UniFirst? Engine has nominated two highly qualified Engine wants the Compa
Slide 15: This Is Not What Ron Croatti Would Have Wanted
This Is Not What Ron Croatti Would Have Wanted – Carol, Cynthia, Matt, and Cecelia as Trustees Controlling UniFirst Are Destroying Ron’s Legacy As part of our due diligence before investing in UniFirst, we spoke with over a dozen former senior executives who worked closely with the Company’s late fo
Slide 16: The Board and Trustees' Failure to Engage Cintas in 2022 Has Cost the Family ~$1.3 Billion
The Board and Trustees’ Failure to Engage Cintas in 2022 Has Cost the Family ~$1.3 Billion in Value. The Board and Trustees Are Making That Same Mistake Again Today by Not Immediately Initiating a Strategic Review Process. We Do Not Believe This Is What Ron Croatti Would Have Wanted The Board and
Slide 17: Our Vision to Save UniFirst
Our Vision to Save UniFirst Our director candidates are committed to acting in shareholders’ best interests, which is to improve governance and initiate a review of strategic alternatives. Enhancing governance practices, including eliminating the dual-class share structure and de-staggering the Boar
Slide 18: II. Disappointing Shareholder Returns
II. DISAPPOINTING SHAREHOLDER RETURNS
Slide 19: The Board Has Overseen Significant Value Destruction Over Every Relevant Period
The Board Has Overseen Significant Value Destruction Over Every Relevant Period The Board has had ample time to deliver returns for shareholders, but has failed to do so. Totalshareholder Total Shareholder returns Returns Total Shareholder Return (since Mr. Total Shareholder Total Shareholder Total
Slide 20: UniFirst Has Dramatically Underperformed its Closest Peer, Cintas
UniFirst Has Dramatically Underperformed its Closest Peer, Cintas (Nasdaq: CTAS), Since Steve Sintros Became CEO in July 2017. The Contrast in Share Performance Before and After Ron Croatti’s Passing Is Striking. In the decade prior to Ron Croatti’s death, the two companies delivered comparable re
Slide 21: III. Corporate Governance Failures
III. CORPORATE GOVERNANCE FAILURES
Slide 22: The Board Has Maintained UniFirst's Problematic Dual-Class Share Structure
The Board Has Maintained UniFirst’s Problematic Dual-Class Share Structure The Croatti family retains control over the Company with voting power of ~70.9% despite owning a much smaller economic ownership of ~19.6%. This structure limits accountability and insulates directors – it’s not surprisin
Slide 23: The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure
The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure Engine Capital believes that addressing UniFirst’s corporate governance shortcomings can drive stronger fundamental performance, result in a clearer strategic direction, boost investor confidence, and enhance market perce
Slide 24: Shareholders Have Already Spoken Against the Dual-Class Share Structure
Shareholders Have Already Spoken Against the Dual-Class Share Structure, But the Board Is Not Doing Anything About It Glass Lewis report January 2025 annual meeting. 24
Slide 25: The Board Continues to Fail to Address Material Weaknesses in Internal Controls
The Board Continues to Fail to Address Material Weaknesses in the Company’s Internal Controls for Multiple Consecutive Years UniFirst has disclosed in its 10-K for the year ending in August 2025 that it has material weaknesses. The Company has had ineffective internal control over financial report
Slide 26: We Believe the Board Is Playing with the Corporate Machinery to Disenfranchise Shareholders
We Believe the Board Is Playing with the Corporate Machinery to Disenfranchise Shareholders The Company filed its definitive proxy statement on November 24, 2025. UniFirst has historically held its annual meeting mid-January. Last year, the annual meeting was held on January 14, 2025. This year, t
Slide 27: No Board Should Rely on Advice that Flows through a Conflicted Gatekeeper
No Board Should Rely on Advice that Flows through a Conflicted Gatekeeper. Michael Patrick, UniFirst’s General Counsel Is Also Cynthia Croatti’s Stepson. This Is a Material Conflict. UniFirst’s general counsel (“GC”), Michael Patrick, plays a central role in advising the Board, selecting and coord
Slide 28: The Board Has Failed to Engage with Multiple Credible Buyers Over Many Years
The Board Has Failed to Engage with Multiple Credible Buyers Over Many Years Despite Not Showing a Credible Standalone Plan to Increase Value Above those Offers. This Is a Failure of Governance. Company filings, public materials. 28
Slide 29: The Board Has Failed to Engage with Credible Buyers Despite Poor Standalone Prospects
The Board Has Failed to Engage with Credible Buyers Despite Poor Standalone Prospects Company filings, public materials. 29
Slide 30: The Board Dismissed Cintas' $275 Per-Share Bid Without Proposing a Credible Alternative
The Board Dismissed Cintas’ $275 Per-Share Bid Without Proposing a Credible Superior Standalone Alternative We are concerned UniFirst’s prospects as a standalone company are increasingly challenged. The Board and management have no credible plan to reverse the Company’s pattern of worsening profitab
Slide 31: UniFirst's Standalone Value
UniFirst’s Standalone Value ($ in millions, except per share data) UniFirst’s standalone value, even under the most optimistic assumptions, falls far short of Cintas’ offer. Even if one assumes substantial operational improvements through 2028, the present value of UniFirst does not approach the v
Slide 32: Wall Street Analysts Agree – UniFirst's Prospects Did Not Justify Rejecting Cintas' Offer
Wall Street Analysts Agree – UniFirst’s Prospects Did Not Justify Rejecting Cintas’ Offer Wall Street analysts, typically optimistic by nature, have taken a negative stance on the Company, assigning a consensus “Reduce” or “Sell” rating due to concerns about revenue and earnings growth. UniFirst’s
Slide 33: Wall Street Analysts Agree (Continued)
Wall Street Analysts Agree – UniFirst’s Prospects Did Not Justify Rejecting Cintas’ Offer (Continued) Barclays equity research. 33
Slide 34: Wall Street Analysts Agree (Continued)
Wall Street Analysts Agree – UniFirst’s Prospects Did Not Justify Rejecting Cintas’ Offer (Continued) Barclays equity research. 34
Slide 35: The Board Is Not Aligned with Shareholders – No Insider Buying by Directors
The Board Is Not Aligned with Shareholders – We Could Not Find One Single Instance of Insider Buying by Directors, Including CEO Sintros During our conversation with directors, when we questioned why the Board had repeatedly rejected offers from Cintas, Mr. Nowicki (who is slated to become Chair o
Slide 36: IV. Poor Capital Allocation
IV. POOR CAPITAL ALLOCATION
Slide 37: The Board's Capital Allocation Decisions Have Failed to Deliver Value for Shareholders
The Board’s Capital Allocation Decisions Have Failed to Deliver Value for Shareholders. Given its Track Record, the Board Has Lost the Right to Allocate Capital for Shareholders. It Should Not Pursue Additional Acquisitions at this Time. ($ in millions) Between 2019 and 2025, the Company invested ov
Slide 38: V. Poor Operational Execution
V. Poor Operational Execution
Slide 39: The Board Has Overseen Underwhelming Organic Growth
The Board Has Overseen Underwhelming Organic Growth UniFirst’s organic growth has consistently lagged Cintas – and the gap has only widened in recent years. Organic Growth UNF’s organic growth rate vs. CTAS has widened! “When you take away the large price increases and the M&A, the underlying busine
Slide 40: Under the Board's Oversight, Margins Have Fallen and Corporate Overhead Has Become Bloated
Under the Board’s Oversight, Margins Have Fallen and Corporate Overhead Has Become Bloated UniFirst’s operating margins, which reached 12.8% in 2019, have since eroded significantly – in stark contrast to Cintas, which has steadily enhanced its profitability. EBIT Margins UNF’s margins are expected
Slide 41: Margins Have Fallen and Corporate Overhead Has Become Bloated (Continued)
Under the Board’s Oversight, Margins Have Fallen and Corporate Overhead Has Become Bloated (Continued) Since 2019, corporate expenses have ballooned from roughly $165 million to $273 million in 2024, representing a compound annual growth rate exceeding 20% – far outpacing the Company’s revenue gro
Slide 42: Execution Failures and a Lost Decade of Technology Investment Mismanagement
Execution Failures and a Lost Decade of Technology Investment Mismanagement Since 2012, management has allocated considerable capital and employee resources to IT modernization efforts yet has not executed effectively against these initiatives. o The Company’s initial initiative, the Unity 20/20 C
Slide 43: Low Morale and a Fractured Culture Are Directly Eroding Operational Performance
Low Morale and a Fractured Culture Are Directly Eroding UniFirst’s Operational Performance Former employees lamented the loss of the family-oriented culture that made UniFirst special for so long under Ron Croatti’s leadership. They consistently describe a sharp cultural shift following his passin
Slide 44: Low Morale and a Fractured Culture Are Eroding Operational Performance (Continued)
Low Morale and a Fractured Culture Are Directly Eroding UniFirst’s Operational Performance (Continued) The recent appointment of Chief Operating Officer Kelly Rooney represents a notable break from UniFirst’s long-standing practice of promoting from within. Historically, internal advancement ser
Slide 45: VI. The Path to Enhanced Value Creation at UniFirst
VI. THE PATH TO ENHANCED VALUE CREATION AT UNIFIRST
Slide 46: Our Vision Begins With Strengthening the Board by Adding Two Directors
Our Vision to Save UniFirst Begins With Strengthening the Board by Adding Two Directors Who Possess Relevant Expertise Our director candidates are committed to acting in shareholders’ best interests and working diligently to improve UniFirst’s glaring governance deficiencies, capital allocation issu
Slide 47: Arnaud Ajdler
Arnaud Ajdler Mr. Ajdler will bring extensive public company director experience, as well as a shareholder perspective and finance expertise. 9 Founder, Managing Member and Portfolio Manager of Engine Capital LP, a value-oriented special situations New York-based hedge fund. 9 Previously served as S
Slide 48: Michael A. Croatti
Michael A. Croatti Michael A. Croatti is one of Ron Croatti’s children. He brings considerable operational expertise, an intimate understanding of UniFirst’s business, and strong relationships across the industry. His experience positions him to help unlock shareholder value and steward a process th
Slide 49: Engine Opposes the Reelection of Joseph Nowicki and Steven Sintros
Engine Opposes the Reelection of Joseph Nowicki and Steven Sintros Mr. Nowicki and Mr. Sintros have overseen poor operating performance and poor TSR. More importantly, they have refused to engage with credible buyers over multiple years. Mr. Nowicki is also chair of the Audit Committee at a time whe
Slide 50: UniFirst's Board Has Extremely Limited Public Board Experience and Financial Sophistication
UniFirst’s Board Has Extremely Limited Public Board Experience and Financial Sophistication Six of UniFirst’s seven directors have no prior experience serving on another public company board. Additionally, Cynthia Croatti and Michael Iandoli have been on the Board for 30 years and 18 years, respecti
Slide 51: Conclusion: Shareholders Can Send a Message to the Board and the Croattis
Conclusion: At This Year’s Annual Meeting, Shareholders Can Send a Message to the Board and the Croattis: Improve Governance and Initiate a Review of Strategic Alternatives – the Status Quo Is Untenable “This is not a winnable fight given the dual-class share structure, which gives the Croatti famil
Slide 52: Thank You
THANK YOU