Upbound Group, Inc. · NASDAQ:UPBD

Upbound — Rent A Center Inc DE — Proxy Contest (May 2017)

10 slides from Upbound's proxy contest presentation, May 25, 2017

  1. Slide 1: Second Supplemental Presentation

    Connecting Markets East & West Second Supplemental Presentation STRICTLY PRIVATE AND CONFIDENTIAL May 25, 2017 © Nomura

  2. Slide 2: Disclaimer

    Disclaimer This presentation is for discussion and general informational purposes only. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice o

  3. Slide 3: Contact Information

    Contact Information Investor Contact: Saratoga Proxy Consulting, LLC John Ferguson, 212-257-1311 jferguson@saratogaproxy.com Media Contact: Bayfield Strategy, Inc. Riyaz Lalani, 416-907-9365 rlalani@bayfieldstrategy.com

  4. Slide 4: RCII Has Materially Underperformed the Market and Peers Over All Relevant Periods

    RCII Has Materially Underperformed the Market and Peers Over All Relevant Periods Total Return Performance 1 yr 2 yr 3 yr 5 yr 7 yr 10 yr Rent-A-Center (39%) (76%) (72%) (75%) (52%) (66%) Aaron's 34% (5%) 13% 11% 111% 80% Russell 2000 39% 18% 27% 84% 144% 100% S&P 1500 Specialty Retail Index 10% 9%

  5. Slide 5: RCII Has Failed to Create Value for Stockholders Over Both a Short and Long-Term Basis

    RCII Has Failed to Create Value for Stockholders Over Both a Short and Long-Term Basis 1 Year – Indexed1 3 Year – Indexed1 60 60 50 40 43% 40 30 34% 20 20 13% 10 10% 0 0 (20) (10) (20) (40) (30) (60) (40) (39)% (72)% (50) (80) Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Jan-14 May-14 Sep-14 Jan

  6. Slide 6: RCII's Board Claims That Engaged Capital's Statements are False and Misleading?

    RCII’s Board Claims That Engaged Capital’s Statements are False and Misleading? RCII May 17, 2017 Investor Presentation We believe the Board’s words clearly speak for themselves 5

  7. Slide 7: RCII's Board Has Openly Rejected the Most Substantial of Our Prescriptions for Good Corporate Governance

    Unsurprisingly, RCII’s Board Has Openly Rejected the Most Substantial of Our Prescriptions for Good Corporate Governance Engaged Capital Day One Governance Imperatives1 RCII May 24, 2017 Investor Presentation Matter Engaged Capital Plan Form Subcommittee to Evaluate Strategic Alternatives • Formulat

  8. Slide 8: Sometimes Silence Speaks Louder Than Words

    Sometimes Silence Speaks Louder Than Words RCII May 24, 2017 Investor Presentation RCII’s Board stylizes its plan to recover EBITDA destroyed through self-inflicted strategic and operational mistakes as a strategic plan after finding itself in a contested election RCII management ignores variable pr

  9. Slide 9: Engaged Capital's Plan: Reconstitute the Board

    Engaged Capital’s Plan: Reconstitute the Board Jeffrey J. Brown Mitchell E. Fadel Christopher Hetrick  CEO and founding member of Brown Equity  President - U.S Pawn at EZCORP  As a Principal of Engaged Capital, Mr. Partners, LLC (NASDAQ: EZPW) from 2015 to 2016 Hetrick represents the largest owne

  10. Slide 10: Contact Information

    Contact Information Investor Contact: Saratoga Proxy Consulting, LLC John Ferguson, 212-257-1311 jferguson@saratogaproxy.com Media Contact: Bayfield Strategy, Inc. Riyaz Lalani, 416-907-9365 rlalani@bayfieldstrategy.com

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