Donnelley Financial : DFIN Investor Presentation

Investor Presentation

February 2024

DFINsolutions.com

© 2024 DFIN. All rights reserved.

This presentation is the intellectual property of DFIN. The ideas expressed in it may not be adopted or reproduced without prior permission from and compensation to DFIN.

Forward Looking Statements and Use of Non-GAAP Financial Measures

USE OF FORWARD-LOOKING STATEMENTS

This presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of DFIN and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about DFIN management's beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While DFIN believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond DFIN's control. By their nature, forward- looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from DFIN's current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in DFIN periodic public filings with the SEC, including but not limited to those discussed under "Special Note Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors of DFIN's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, those discussed under "Special Note Regarding Forward-Looking Statements" in DFIN's Quarterly Reports on Form 10-Q and in other investor communications of DFIN's from time to time. DFIN does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts." The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non- recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations, given that it is not an indicator of business performance.

NON-GAAP FINANCIAL INFORMATION

This presentation contains certain non-GAAP financial measures, including non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP selling, general and administrative expenses ("SG&A"), adjusted non-GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP effective tax rate, adjusted non-GAAP net earnings, adjusted non-GAAP diluted earnings per share, Free Cash Flow and organic net sales. The Company believes that these non-GAAP financial measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company's operating results and liquidity and enhance the overall ability to assess the Company's financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business.

The Company's non-GAAP statement of operations measures, which include non-GAAP gross profit, adjusted non-GAAP gross profit, non-GAAP gross margin, adjusted non-GAAP SG&A, adjusted non-GAAP income from operations, adjusted non-GAAP operating margin, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP effective tax rate, adjusted non-GAAP net earnings and adjusted non-GAAP diluted earnings per share, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company's non-income tax, net, accelerated rent expense, share-based compensation, COVID-19 recoveries, third-party pension plan obligations and charges, and eliminate potential differences in results of operations between periods caused by factors such as historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges, contingent consideration, gain or loss on certain investments, business sales and asset sales.

Free Cash Flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company's ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity. Organic net sales is a non-GAAP financial measure and is defined by the Company as reported net sales adjusted for the changes in foreign currency exchange rates and the impact of acquisitions and dispositions.

These non-GAAP financial measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

Certain components of the guidance given herein are provided on a non-GAAP basis only, without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without "unreasonable efforts." The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations, given that it is not an indicator of business performance.

Reconciliations of GAAP to non-GAAP measures can be found in the appendix

1

DFIN is a Leader in Assisting Companies with Their Regulatory Reporting Requirements

DFIN's portfolio of software solutions and staff of regulatory experts assist corporations and money managers with the creation, formatting, filing, and distribution of required SEC compliance documents.

DFIN's clients utilize its solutions for ongoing compliance needs and for capital markets transactional activities such as IPOs, debt issuances, and M&A.

#1		#1		#1		#2
SEC Filing		SEC Filing		Content Management	Compliance Filing
Agent for		Agent for Fund		Software (ArcSuite)	Software
Corporations		Companies				(ActiveDisclosure)

#3		200+		~80%		500+
Virtual Data Room		Fortune 500 Clients	Of the top 50 global fund	Industry Experts
Software (Venue)		in 2023		complexes work with	Worldwide
				DFIN

Market leading	Growing suite of	Strong base of	Market leading	Improving revenue
brand	software solutions	Recurring/Reoccurring	transactional	mix & strong free
		revenue	business	cash flow

DFIN's offerings are essential for recurring regulatory compliance

needs and capital markets transactions (IPOs and M&A)

2

We Provide a Comprehensive Suite of Offerings in Each of our Segments

Business Unit

Capital

Markets

FY 2023

Net Sales

$541M

EBITDA1 $165M

Margin 30%

Investment

Companies

FY 2023

Net Sales

$256M

EBITDA1$86M

Margin34%

Services Provided

• Software Solutions: ActiveDisclosure is a SaaS-based product utilized by corporate clients who wish to manage their own SEC filings using purpose-built financial reporting software. Venue data room is a secure

storage and collaboration platform largely utilized in capital market transactions (IPO, debt & M&A) by investment banks, law firms and company deal teams.

• Compliance & Communications Management: The company assists corporate clients in compiling, formatting, filing, and distributing documents related to ongoing regulatory requirements (10-Ks,10-Qs,8-Ks and Proxies). The company also provides these services to private and public companies undergoing IPOs, secondaries, debt issuances, and M&A transactions. Print products are provided to clients on an as-needed basis.
• Software Solutions: Arc Suite offers a complete end-to-end suite of global software solutions to help our clients manage their front, middle and back-office functions via integrated workflow tools that simplify the creation, management and distribution of their financial regulatory compliance. Arc Suite consists of four industry leading products: ArcReporting, ArcPro, ArcRegulatory and ArcDigital.
• Compliance & Communications Management: The company assists mutual funds, hedge and alternative investment funds, and insurance companies in creating, formatting, and filing SEC required registration forms and subsequent ongoing disclosures. The company also assists with the creation and physical/digital distribution of marketing documents. Print products are provided to clients on an as-needed basis.

1 Segment Adjusted EBITDA does not include certain unallocated Corporate expenses; FY 2023 unallocated Corporate Adjusted EBITDA was ($43.5M)	3
Reconciliations of GAAP to non-GAAP measures can be found in the appendix

Key Investment Highlights

Growing	$293 million of software sales in FY 2023, expected to grow at a double-digit rate annually
Software Sales
Shifting	Growth of high-margin software is offsetting declining low-margin print services
Revenue Mix
Leading	#1, #2 or #3 share position in each of our end markets with strong client adoption of our products and
Market Positions
services
Strong	Robust EBITDA margin and modest CapEx drives strong free cash flow
Free Cash Flow
Shareholder	Focused execution and disciplined capital allocation. Repurchasing shares & reducing debt.
Focused	Divesting non-core assets.
Attractive	EV / FY 2023 EBITDA: ~9.9x, with ~0.5 turn of net leverage
Valuation1

1 Market data as of 2.14.24

* All estimates assume no impact from potential M&A activity or share repurchases	4
Reconciliations of GAAP to non-GAAP measures can be found in the appendix

Segment Overview

		Capital Markets		Investment Companies
	Software			Compliance &		Software		Compliance &
			Communications			Communications
	Solutions				Solutions
			Management			Management
Revenue Type(s)	Software Solutions		Tech-enabled Services		Software Solutions		Tech-enabled
			Services
	Print & Distribution
							Print & Distribution

Key Offerings

FY 2023 Net Sales

2019-2023 Net Sales

CAGR

FY 2023 EBITDA3

FY 2023 EBITDA Margin3

Venue	SEC Transactional Filings	ArcReporting	SEC Compliance
ArcPro	Filings
ActiveDisclosure	SEC Compliance Filings
ArcDigital	Shareholder Communications
	Proxy Solutions
	ArcRegulatory	Proxy Solutions
$186M	$355M	$107M	$149M
+10%1	-2%	+14%	-16%as-reported
-3% pro forma2
$45M	$119M	$37M	$49M
24%	34%	35%	33%

1. +12% CAGR excluding the EdgarOnline and eBrevia dispositions. EdgarOnline was sold in Q4 of 2022, eBrevia was sold in Q4 of 2023
2. Removes $130 million of print and distribution revenue from the impact of SEC Rules 30e-3 and 498A which took place in 2021 and 2022; disclosed in 8K filed February 21, 2023
   3Segment Adjusted EBITDA does not include certain unallocated Corporate expenses; FY 2023 unallocated Corporate Adjusted EBITDA was ($43.5M)

5

Reconciliations of GAAP to non-GAAP measures can be found in the appendix

Financial Snapshot

		Capitalization					FY 2023 Company Revenue Mix by Type
	$ in millions, except per share amounts
Share Price (2.14.24)		$63.82				Recurring /
Diluted Shares Outstanding (12.31.23)		30.6				Reoccurring	Event-Driven	Total Revenue
Market Capitalization	$1,952.9		CM Software Solutions1	$186M	$ -	$186M
Net Debt (12.31.23)			$101.4		IC Software Solutions	$107M	$ -	$107M
Enterprise Value		$2,054.3		Total Software Solutions	$293M	$ -	$293M
		FY 2023 Financials				CM-CCM	$170M	$185M	$355M
		$M	Valuation Multiple
		IC-CCM2	$133M	$16M	$149M
	Revenue	$797.2		2.6x
		Total CCM	$303M	$202M	$504M
	EBITDA	$207.4		9.9x
	Adjusted FCF	$62.2		31.4x	Total DFIN	$596M	$202M	$797M
	Net Debt / EBITDA			0.5x

Attractive Valuation: EV / FY 2023 EBITDA of ~9.9x

CM -Capital Markets

IC -Investment Companies

CCM - Compliance & Communication Management

1. CM Software Solutions Recurring/Reoccurring revenue includes eBrevia with sales of approximately $4 million. eBrevia was sold in Q4 2023
2. IC-CCMRecurring/Reoccurring revenue includes Commercial Products, which are immaterial

Reconciliations of GAAP to non-GAAP measures can be found in the appendix

Within CCM segments, transactional revenues are designated as Event-Driven; compliance and other revenues are designated as recurring/reoccurring

6

Totals may not foot due to rounding

Valuation Framework - Sum of the Parts View

Capital Markets

Investment Companies

Business	Description	Methodology
Venue	Leading data room provider	Revenue / EBITDA multiple
Comp: Intralinks (SS&C) & Datasite
 Software
		Revenue multiple
ActiveDisclosure	Recurring SaaS-based product
Comp: Workiva
 Compliance / Transactions	Mature with strong market share	EBITDA multiple
Comp: Toppan Merrill & Broadridge
 Software Arc Suite	Recurring SaaS-based product	Revenue / EBITDA multiple
Comp: Confluence & FilePoint

 Compliance / Transactions	Mature with strong market share	EBITDA multiple
Comp: Toppan Merrill & Broadridge

7

Capital Markets Business Unit Overview

Leading provider of solutions to public and private companies subject to SEC reporting requirements

• Number one SEC filer in the U.S. with 152,000+ filings submitted in 2023
• Specialized proxy offering and advisory for public companies
• Revenue from compliance documents is recurring in nature
• Revenue from transactional activity is less predictable but highly profitable; business relationships create opportunities for compliance offerings

Software provides solutions for clients to file SEC documents, manage transaction processes

• ActiveDisclosure is a SaaS-based product utilized by corporate clients who wish to manage SEC filings using purpose-built financial reporting software
• Venue is virtual data room solution used to securely organize, manage and distribute confidential information

Compliance revenues within Software and Compliance and Communications Management segments are highly recurring in nature

1 CM Software Solutions Recurring/Reoccurring net sales includes eBrevia with sales of approximately $4 million. eBrevia was sold in Q4 2023.

FY 2023 Revenue Mix

($ in millions)
Recurring/Reoccurring	$170	32%
Event-Driven	$185	34%
Total CCM	$355	66%
Recurring/Reoccurring1	$186	34%
Event-Driven		-	-
Total Software	$186	34%
Total	$541 100%

FY 2023 EBITDA Breakout

($ in millions)
CCM	$120	73%
Software Solutions	$45	27%
Total	$165	100%

CCM = Compliance and Communications Management

8

Reconciliations of GAAP to non-GAAP measures can be found in the appendix Totals may not foot due to rounding

Investment Companies Business Unit Overview

Leading provider of regulatory disclosure and shareholder communications for mutual funds, alternative investment funds, investment-insurance companies.

• Number one filer for investment companies' regulatory documents, such as monthly, annual, and semi- annual statements disclosing holdings, performance, & fees
• Revenue is highly recurring; long-term contracts with very high customer retention

DFIN's Arc Suite offers a complete end-to-end set of global software solutions to help our clients manage their front, middle, and back-office functions via integrated workflow tools that simplify the creation, management and distribution of their financial regulatory compliance.

• ArcReporting technology purpose-built to produce Tailored Shareholder Reports along with annual, semi-annual, ad hoc and quarterly reports for registered investment companies, private equity, hedge and alternative investment reporting
• ArcPro offers intuitive, cloud-based workflow tools and managerial dashboards to streamline the review and approval process for prospectus building and a wide range of other regulatory communications and ESG / SFDR disclosures
• ArcRegulatory primarily serves EMEA PRIIPS and MiFID II reporting requirements and further evolves DFIN's regulatory book of record (RBOR) concept
• ArcDigital originally launched in 2020 as a software solution with our Total Compliance Management offering (TCM), a holistic approach to providing a customized audit-traceable and centralized compliance program for SEC Rules 30e-3 and 498A that also includes DFIN's eDelivery and web hosting solutions

Attractive recurring software and service model

FY 2023 Revenue Mix

($ in millions)
Recurring/Reoccurring	$133	52%
Event-Driven	$16	6%
Total CCM		$149	58%
Recurring/Reoccurring	$107	42%
Event-Driven		-	-
Total Software	$107	42%
Total	$256 100%

FY 2023 EBITDA Breakout

($ in millions)
CCM	$49	57%
Software Solutions	$37	43%
Total	$86	100%

CCM = Compliance and Communications Management

9

Reconciliations of GAAP to non-GAAP measures can be found in the appendix Totals may not foot due to rounding