Cannae Holdings, Inc. · NYSE:CNNE
Cannae — Proxy Contest (November 2025)
50 slides from Cannae's proxy contest presentation, Nov 17, 2025
Slide 1: Cannae's transformation laid the foundation for long-term value creation
Cannae’s transformation laid the foundation for long-term value creation November 2025
Slide 2: Transformation has delivered results and established the foundation for long-term value creation
Cannae’s transformation has delivered compelling results and established the foundation for long-term value creation Our strategic transformation is accelerating long-term value creation for our shareholders Creating new opportunities for growth while closing the discount to Net Asset Value (“NAV”)
Slide 3: Carronade's plan mirrors ours with one critical flaw
Carronade’s plan mirrors ours with one critical flaw: Demanding a short-term agenda over long-term value creation What Carronade is suggesting What Cannae is already delivering In 21 months, we’ve sold $1.1 billion in public investments, effectively shifting our public investment contribution to NAV
Slide 4: Carronade's demands would disrupt our progress, putting shareholder value at risk
Carronade’s demands would disrupt our progress, putting shareholder value at risk Carronade jeopardizes shareholders’ future • Carronade’s criticisms are backward-looking and ignore the significant structural and long-tailed initiatives the Board began implementing in February 2024 • Carronade’s dem
Slide 5: Creating new opportunities for growth while closing the discount to NAV
Creating new opportunities for growth while closing the discount to NAV CANNAE HOLDINGS INVESTOR PRESENTATION | 4
Slide 6: Cannae leverages permanent capital and industry expertise to drive value
Cannae leverages its permanent capital and deep industry expertise to drive value in compelling opportunities investors would otherwise never see Leveraging extensive network to access unique opportunities, including: Existing directors bring unique ability to source Long-term value creation investm
Slide 7: Cannae's business model has no true public markets peers
Cannae’s business model has no true public markets peers but has characteristics of many firms Structure Investment Strategy 1 Closed-End Fund / BDC Diversified Holding Company Diversified Holding Co. Companies that invest, typically in the form of loans, in Permanent capital vehicles that acquire s
Slide 8: Comparison between Cannae and its only plausible peer is imperfect
A comparison between Cannae and its only plausible peer is imperfect May ’25: Compass disclosed accounting 1 TSR Since Cannae Inception irregularities and advised investors not to rely Cannae Compass Diversified on its ‘22-‘24 financial statements 350% 150% (50%) 2014 2025 2 TSR Since Transformation
Slide 9: We have proven our ability to source, improve and monetize investments
We have proven our ability to source the right investments, improve operations, and monetize at the appropriate time Cannae Historical Investment Monetization Select Realized Investment Gains (in billions, since inception) (% return on investment, 2020-2025) 347% Represents $4.0 $6.7 2.0x $2.5B Mult
Slide 10: Re-focused strategy on proprietary private investments with greater ownership
We re-focused our strategy on pursuing proprietary private investments with greater ownership where we can have the greatest impact on value creation Portfolio challenges were largely driven around public SPAC investments with lower ownership stakes. We re-oriented the business by investing in propr
Slide 11: Four principles guided our transformation
Four principles guided our transformation Re-focus our portfolio on proprietary investments inaccessible to most public investors – where we could 1 take a significant position and partner with management to effect necessary change Return capital to shareholders through a combination of share repurc
Slide 12: We strategically disposed of select public assets
1 We strategically disposed of select public assets… In just 21 months, we have sold significant stakes of our largest public equity holdings, realizing ~$1.1B in proceeds to distribute to shareholders or strategically reinvest Public Ownership % of Holding Sold Proceeds (M) Investment? Stake Dun &
Slide 13: Re-focus portfolio on opportunistic private market investments
…to re-focus our portfolio on opportunistic private market investments… 1 Since 2024, we have effectively: ü Flipped our public vs. private portfolio exposure to give investors exposure to proprietary investments opportunities otherwise difficult for public market investors to access ü Generated suf
Slide 14: Where we hold a durable edge
…where we hold a durable edge 1 The Board recently directed management to continue concentrating our efforts in sports teams and ventures in the sports ecosystem, where we have seen remarkable success: ü Black Knight Football is now a leading global multi-club operator with integrated operations acr
Slide 15: We returned significant capital to shareholders
We returned significant capital to shareholders 2 We both increased our capital return and fortified our balance sheet by: ü Accelerating our share buyback program: Since 2024, we have repurchased nearly $500 million of shares, including $228 million via a tender offer predating Carronade engagement
Slide 16: We restructured the Board and executive team
We restructured the Board and executive team to 3 set our business up for long-term success Restructured and refreshed Board guiding our strategy: • Significant financial leadership stemming from his three-decade • Chief Executive Officer from February 2024 – May 2025 tenure at KPMG, including servi
Slide 17: We reduced operating costs by internalizing our management structure
We reduced operating costs and complexity, while increasing alignment 4 by internalizing our management structure In 2024, the Board restructured how our management team is paid and incentivized well-before Carronade became involved Objective: Path to Execution: Execution and Disclosure: In February
Slide 18: Our discount to NAV has shrunk
As we transformed the portfolio and increased return of capital to shareholders, our discount to NAV has shrunk… Discount to NAV (24%) We reduced discount to NAV by 20% from the ’22-’24 average discount (35%) Average discount to NAV: (44%) February 2024: (48%) Transformation announced May 2022 Jan 2
Slide 19: Go-forward strategy has drawn strong commendations from analysts
…and our go-forward strategy has drawn strong commendations from analysts Three strategic pillars will continue to drive success “Participating in the shareholder-value-creating ability of Vice Chairman Bill Foley: In our view, equity investors have an opportunity to participate in the shareholder-v
Slide 20: Our continued success requires the fit-for-purpose Board we've already assembled
Our continued success requires the fit - fo r - purpose Board we’ve already assembled CANNAE HOLDINGS INVESTOR PRESENTATION | 19
Slide 21: Beginning in 2023, we took decisive action to reconstitute our Board
Beginning in 2023, we took decisive action to reconstitute our Board… …and established a framework for accountability and action We targeted critical expertise in our director search… Our business model requires directors with the unique Our decision to redomicile in Nevada, which was approved abili
Slide 22: Enhance our governance profile to strengthen oversight and alignment
...and enhance our governance profile to strengthen oversight and increase alignment with our shareholders 2023 AGM 2025 AGM KEY GOVERNANCE INDICATORS Executive Chair Independent Chair New directors since 2024 25% 73% Independent (NYSE) 83% Independent (NYSE) – Continuity was prioritized through our
Slide 23: Cannae's Board provides extensive strategic and financial acumen
Cannae’s Board provides extensive strategic and financial acumen, coupled with the expertise to identify and oversee attractive investments James B. Stallings, Jr. (2018) Frank P. Willey (2017) Erika Meinhardt (director since 2018) Barry B. Moullet (2021) Corp. Gov. & Nominating Committee; Lead Inde
Slide 24: Our Board composition reflects the precise expertise shareholders need
Our Board composition reflects the precise expertise shareholders need 12 of 12 Finance / Capital Allocation Directors 12 of 12 Risk Management Directors 12 of 12 Transactions Experience Directors 9 of 12 Public Company Leadership Directors 10 of 12 Public Company Board Experience Directors 10 of 12
Slide 25: Carronade's campaign would materially degrade the Board's expertise
Carronade’s campaign would materially degrade the Board’s expertise Finance / Capital Allocation O Carronade is seeking to remove highly-qualified Risk Management OO directors with expertise directly relevant to the Transactions Experience O Company’s strategy and portfolio companies. Public Company
Slide 26: Carronade would replace deep technology expertise with redundant skills
Carronade would replace deep technology industry expertise with redundant skills James B. Stallings, Jr. Mona Aboelnaga Principal Role: Managing Partner, PS27 Ventures Principal Role: Managing Partner, K6 Investments Mr. Stallings' career covers the full spectrum of the technology Ms. Aboelnaga’s in
Slide 27: Carronade would remove expertise directly relevant to our investments
Carronade would remove expertise directly relevant to our investments Barry B. Moullet Dennis A. Prieto Principal Role: Foodservice Industry Executive Principal Role: Chief Restructuring Officer, Last Step Recycling, LLC Mr. Moullet's deep operational leadership within the Mr. Prieto spent the major
Slide 28: Carronade seeks to oust a proven leader for a nominee with short-term stints
Carronade seeks to oust a proven, long-term leader in favor of a nominee with a history of short-term director stints Erika Meinhardt Benjamin C. Duster, IV Principal Role: Former EVP of Operations, FNF Principal Role: CEO, Mobile Technologies Inc. With over 30 years of operational and executive Mr.
Slide 29: Carronade would remove extensive legal, governance, and leadership skills
Carronade would remove extensive legal, governance, and leadership skills Frank P. Willey Chérie L. Schaible Principal Role: Partner, Hennelly & Grossfeld LLP Principal Role: Founder of CLS Advisory, LLC (December 2024); Fractional (Part-time) General Counsel, Thrasio Mr. Willey is a former public c
Slide 30: Carronade's demands would disrupt our progress, putting shareholder value at risk
Carronade’s demands would disrupt our progress, putting shareholder value at risk CANNAE HOLDINGS INVESTOR PRESENTATION | 29
Slide 31: Carronade's playbook is ill-suited to a long-term growth strategy
Carronade’s playbook is ill-suited to a company executing a successful, long-term growth strategy …and the risks are clear What Cannae needs… …is not what Carronade proposes… “It's our house view that the economy is in for a bit of a rough ride, which if you're a credit investor is a particularly go
Slide 32: Carronade is late to the party
Carronade is late to the party – and didn’t bring anything with it Feb ‘24: Cannae announces strategic actions including: Aug ‘24: Cannae announces major portfolio updates including: üa >$200 million tender offer ücontinued growth at Black Knight Football Club and AFC Bournemouth ütermination of ext
Slide 33: Cannae continues to execute its strategic plans
Cannae continues to execute its strategic plans, aligning with the pro-shareholder goals that Carronade purports to support May ‘25: Cannae announces series of March ‘25: Cannae announces governance and leadership changes: intention to declassify the üAppointment of Independent Chair August ‘25: Boa
Slide 34: Carronade is applying its distressed playbook to a clear outlier
Carronade is applying its distressed playbook to a clear outlier in its portfolio Carronade's investment in Cannae is a clear departure from its core expertise in distressed debt, characterized by investments with: Q elevated liquidity risk, Q heavy reliance on debt financing, and Q heightened risk
Slide 35: Carronade's accusations distort reality: Investment strategy & capital allocation
Carronade’s inflammatory accusations distort reality and mislead investors: Investment strategy & capital allocation Carronade’s Fiction Cannae’s investment strategy and capital allocation strategy are “vague and unclear” The Truth ü We have consistently stated our strategy on every earnings call si
Slide 36: Investment strategy & capital allocation (cont.)
Carronade’s inflammatory accusations distort reality and mislead investors: Investment strategy & capital allocation (cont.) The Truth (continued from prior page) “Going forward, we plan to continue to rebalance our portfolio away from some of our public company investments and plan to prioritize sh
Slide 37: Carronade's accusations distort reality: Board of Directors
Carronade’s inflammatory accusations distort reality and mislead investors: Board of Directors Carronade’s Fiction Several of Cannae’s directors are not independent due to their experience working with Mr. Foley on other ventures The Truth ü A history of business success and the innate ability to un
Slide 38: Board refreshment and engagement with Carronade
Carronade’s inflammatory accusations distort reality and mislead investors: Board refreshment and engagement with Carronade Carronade’s Fiction Cannae increased the size of its Board and handpicked two new directors during the midst of an election contest The Truth ü Carronade rebuffed repeated atte
Slide 39: Timing of Cannae's AGM
Carronade’s inflammatory accusations distort reality and mislead investors: Timing of Cannae’s AGM Carronade’s Fiction Cannae “deliberately attempted” to delay the Annual Meeting date for tactical advantage The Truth ü The December meeting date was determined to be the optimal time for shareholders
Slide 40: Compensation arrangement with Bill Foley
Carronade’s inflammatory accusations distort reality and mislead investors: Compensation arrangement with Bill Foley Carronade’s Fiction The compensation arrangement with Mr. Foley that paid him $17 million to transition to Vice Chair, allows him to re-sell shares at a premium in a change-in-control
Slide 41: Compensation and fee structure
Carronade’s inflammatory accusations distort reality and mislead investors: Compensation and fee structure Carronade’s Fiction Management compensation is out of step with Cannae’s value creation and is impacting the discount to NAV The Truth ü The payouts are primarily a function of the original str
Slide 42: We have evolved our compensation structure to strengthen alignment
We have evolved our compensation structure to strengthen alignment with long-term shareholder interests Our executive compensation philosophy: 2024 CEO Compensation Bonus Salary Pay-for-Performance: In 2024, we began paying discretionary cash bonuses which allows 10% 11% our Compensation Committee t
Slide 43: Cannae has worked extensively to reduce the discount to NAV
Cannae has worked extensively to reduce the discount to NAV… Multiple initiatives – not merely the easy fixes Carronade proposes – have meaningfully cut the discount to NAV: ü Restructured executive leadership and internalizing the management structure 2022 2023 2024 ü Refocusing on private market i
Slide 44: Building a solid foundation for long-term growth
…while building a solid foundation for long-term growth Cannae is not a closed-end fund. Reducing discount to NAV is a priority – but so are our primary drivers of long-term value • NAV discounts are common for companies that invest in private companies due to illiquidity and less frequent valuation
Slide 45: Board reduced operating expenses long before Carronade's purchase
The Board began prudently reducing operating expenses long before Carronade’s initial purchase of Cannae stock In February 2024, Cannae announced it would wind down Trasimene, our externally managed structure, as part of our efforts to re-balance the business and reduce operating expenses Internaliz
Slide 46: A Clear Choice: Long-Term Strategy vs. Short-Term Tactics
A Clear Choice: Cannae's Long-Term Strategy vs. Carronade's Short-Term Tactics Carronade’s campaign would disrupt our progress and We are successfully executing our strategy to deliver long-term value destroy value We’ve transformed our portfolio, strengthened our Their critiques are backward-lookin
Slide 47: Protect your investment: Vote on the WHITE proxy card
PROTECT YOUR INVESTMENT Vote on the WHITE proxy card FOR ONLY the Your Vote is Important! Four Company Nominees: If you have any questions or require assistance with voting your shares, please contact: q Erika Meinhardt q Barry B. Moullet q James B. Stallings, Jr. q Frank P. Wiley Shareholders call
Slide 48: Forward-looking statement
FORWARD-LOOKING STATEMENT This communication contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, beliefs, plans, intentions, or strategies regarding the future are forw
Slide 49: Important additional information and where to find it
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT Cannae has filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies from Cannae’s shareholders for Cannae’s 2025 annual meeting
Slide 50: Cannae Holdings, Inc.
CANNAE : HOLDINGS, INC.