EX-99.(C)(VI) 5 d837347dex99cvi.htm EX-99.(C)(VI) EX-99.(c)(vi)

Exhibit (c)(vi) Confidential Preliminary Draft Subject to Change Heading Sub Header Project Rover Special Committee Discussion Materials July 4, 2024


Confidential Preliminary Draft Subject to Change Situation and Valuation Summary 2


Confidential Preliminary Draft Subject to Change Sit Situa uatio tion n Upd Updat ate e — Rover (“Rover” or the “Company”) is a provider of revenue cycle management solutions for health systems, hospitals and physician groups. Rover serves over 3,700 hospitals, including 93 of the top 100 health systems, and over 30,000 physicians, and covers more than $1 trillion of Net Patient Revenue (“NPR”) as of December 31, 2023. The Company offers a comprehensive suite of solutions that cover all areas of the revenue cycle and employs a large team of revenue cycle experts ¡ Significant shareholders of Rover include New Mountain Capital (“NMC”), which owns ~30% of the Company on a diluted basis, and TCP-ASC ACHI Series LLLP (“TCP-ASC”), a joint venture between TowerBrook Capital Partners (“TowerBrook”) and Ascension Health System, which owns ~33% of the Company on a diluted basis — On February 26, 2024, NMC filed a Schedule 13D, requesting a waiver from the standstill provisions of the Investor Rights Agreement, which would enable NMC to make a proposal to acquire the Company ¡ The Schedule 13D included an attached exhibit with a draft proposal to acquire the Company for $13.75 per share in cash; the proposal welcomes, but does not require, the participation of other existing shareholders ¡ The exhibit also announced that NMC has engaged Goldman Sachs and J.P. Morgan as financial advisors and Ropes & Gray as legal counsel — On March 11, 2024, TCP-ASC filed a Schedule 13D, requesting certain waivers of antitakeover statutes and announcing the ongoing discussions with NMC regarding a potential transaction. TCP- ASC also noted that a transaction other than a joint transaction between TCP-ASC and NMC would be difficult if not impossible to execute, as neither party is interested in selling their shares — Also on March 11, 2024, the Company announced the formation of a Special Committee to evaluate strategic alternatives, which has since appointed Barclays and Qatalyst as financial advisors and Skadden as legal counsel — On April 29, 2024, NMC filed a 13D saying it was only interested in pursuing a transaction jointly with TCP-ASC — Beginning in late April, per the Special Committee's approval, the bankers reached out to five technology-focused strategic buyers to gauge interest in a transaction; all parties passed on the opportunity — On May 6, 2024, the Special Committee granted a waiver permitting NMC to discuss the possibility of making a joint take-private proposal with TCP-ASC. This waiver was originally granted through June 13th, but was later extended to July 12th ¡ Since the May 6th waiver, both parties have engaged in extensive due diligence – including a 4 hour management presentation and ~20 functional diligence calls. Out of 538 diligence requests submitted which covered both critical business and financial diligence as well as confirmatory diligence, 513 of the requests have been closed — On July 1, 2024, NMC filed a 13D that included a revised draft proposal of $13.25 per share in cash, and noted that the proposed price reflects the completion of diligence and takes into account events that have occurred subsequent to their initial waiver request on January 26, 2024 st ¡ On the first full trading day after the July 1 13D became public, Rover stock declined 13.2% from $12.56 to $10.90 ¡ As disclosed in their 13D filing, NMC is now prepared to do this transaction without TCP-ASC but remains open to having TCP-ASC participate in a potential transaction as equity co-investors Source: Rover filings, NMC 13D, TCP-ASC 13D. 3 Updates Since Transaction Background 4/17/24 Meeting


Confidential Preliminary Draft Subject to Change Overview of $13.25 New Mountain Capital Offer ($ in millions, except for per share values) (2) Transaction Overview Sources & Uses Sources Uses — Sources & uses reflects the illustrative transaction overview per New New Third-Party Debt $3,750 Equity Value $6,219 Mountain Capital email received 7/2/24 NMC Funds Rollover Equity (CoyCo's) $1,802 2,135 Net Debt ¡ Assumes 100% rollover from NMC, $3.1bn of new equity from NMC, New NMC Funds Equity 3,051 Total NMC $4,853 Total Enterprise Value $8,353 $3.8bn of new debt and an undetermined amount of rollover / co- invest amount from customers Additional Rollover/Co-Invest - Cash to $250 ¡ Implied total debt / EBITDA of 5.9x based on LTM 6/30/24 PF Adj. (Proposal not contingent on any rollover / co-invest) Balance Sheet / Transaction Fees (1) EBITDA of $635mm Total Sources $8,603 Total Uses $8,603 Memo: New Cash Equity $3,051 Market Values and Multiples Undisturbed Prior Recent Close New (2/23/24) Offer (7/2/24) Offer Premiums / (Discounts) Stock Price $11.10 $13.75 $10.90 $13.25 Prior Recent Close New (3) Diluted Shares 460.6 465.6 464.7 469.3 Offer (7/2/24) Offer Equity Value $5,113 $6,402 $5,065 $6,219 (3) (4) (4) Stock Price $13.75 $10.90 $13.25 Net Debt 2,173 2,173 2,133 2,133 Enterprise Value $7,286 $8,575 $7,198 $8,352 % Premium to: (5) EV / EBITDA (Wall Street Consensus) Recent Close (7/2/24) $10.90 26% - 22% (6) $639 11.4x 13.4x 11.3x 13.1x 2023A Pre Request (1/25/24) $10.17 35% 7% 30% (7) (7) 2024E $643 10.7x 12.5x 11.2x 13.0x Undisturbed (2/23/24) $11.10 24% (2%) 19% (7) (7) 2025E $769 9.1x 10.7x 9.4x 10.9x 30 Day VWAP (2/23/24) $10.31 33% 6% 28% EV / EBITDA (Management Plan) 90 Day VWAP (2/23/24) $10.67 29% 2% 24% (6) $639 11.4x 13.4x 11.3x 13.1x 2023A 52 Week High (7/17/23) $18.49 (26%) (41%) (28%) 2024E $655 11.1x 13.1x 11.0x 12.7x 2025E $766 9.5x 11.2x 9.4x 10.9x 52 Week Low (1/11/24) $9.11 51% 20% 45% Source: FactSet, Rover filings, Management Plan, NMC email received 7/2/24. Note: Market data as of 7/2/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based 1 2 on treasury stock method. Note : Reflects LTM 6/30/24 Adj. EBITDA of $622mm plus 50% of Acclara / Advata’s 2023A Adj. EBITDA of $25mm per Rover investor presentation dated December 6, 2023. Note : Reflects illustrative transaction 3 framework per NMC email received 7/2/24. Note : FDSO for Undisturbed and Prior Offer assumes 420.3mm basic shares outstanding, 2.6mm options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of 4 $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover Filings. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per 5 6 Rover management. Note : Current consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata 7 acquisition. Note : Statistics based on consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 4


Confidential Preliminary Draft Subject to Change Summary of Updates Since Prior Committee Meeting Changes Since 4/17/24 Committee Meeting — No changes to underlying Management Plan / unlevered free cash flow ¡ Based on preliminary conversations with management, the impact from the Ascension outage could result in ($66mm) impact to EBITDA in 2024E and positive impact of $47mm incremental EBITDA in 2025E Projections & Financials — 6/30/24E net debt projection updated to reflect 3/31/24A cash and debt balances and 1-quarter roll-forward — Share count updated to reflect capitalization per Rover management on 6/18/24 Discounted Cash Flow— No changes to WACC or perpetuity growth rate range — Added Waystar as a peer (IPO priced on 6/6/24 and consensus estimates became available on 7/2/24) 2024E EV EBITDA 2025E EV EBITDA — Multiple ranges: Trading Comparables Previous Current Previous Current ¡ 11-13x 2024E EBITDA (vs. 11-14x previously) Mean 10.9x 11.3x 9.1x 9.8x ¡ 10-12x 2025E EBITDA (vs. 9-12x previously) Median 10.5x 11.8x 9.9x 9.7x ¡ Waystar trades at 14.3x 2024E EBITDA and 13.1x 2025E EBITDA — No changes to peer set or multiple range Precedent Transactions Source: FactSet, Company filings, Management Plan. Note: Market data as of 7/2/24. 5


Confidential Preliminary Draft Subject to Change Preliminary Valuation Analysis Implied Illustrative Share Price Assumptions Weighted average cost of capital range: 9.5% – 11.0% ▪ Discounted Perpetuity growth rate range: 3.5% – 4.5% ▪ $9.94 $16.28 Cash Flow Based on 2024-2030 Management Plan, discounted to 6/30/24 using mid- ▪ year convention Multiple range: 11.0x – 13.0x (2024) ▪ $10.92 $13.59 $655mm 2024E Adj. EBITDA per Management Plan ▪ Trading Multiples Multiple range: 10.0x – 12.0x (2025) ▪ $11.84 $14.96 $766mm 2025E Adj. EBITDA per Management Plan ▪ Multiple range: 11.5x – 15.5x ▪ Transaction (1) $11.22 $16.43 $20.62 $639mm 12/31/23 PF LTM Adj. EBITDA ▪ Multiples Ensemble / Berkshire Ensemble / Berkshire: 3/28/22; 18.7x LTM EBITDA ▪ Current: $10.90 Undisturbed: $11.10 NMC Offer: $13.25 Source: Rover filings, Management Plan. Transaction multiples per company filings. Trading multiples per company filings and FactSet. Note: Market data as of 7/2/24. Assumes 6/30/24 transaction close for DCF and net debt of $2,133mm. Transaction and trading multiples implied share price calculated based on 3/31/24 net debt of $2,133mm. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury 1 stock method; DCF includes 1.5mm shares from a quarter year of stock-based compensation dilution. Note : 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. 6


Confidential Preliminary Draft Subject to Change Market Data: Reference Implied Illustrative Share Price Assumptions Based on closing day share prices for the 52-week period prior to the undisturbed ▪ date (2/23/2024) $9.11 $18.49 52-Week Trading Range 52-week High: 7/17/23 ▪ 52-week Low: 1/11/24 ▪ (1) Undisturbed Range Based on Brokers with price targets post NMC announcement (2/26/24) ▪ Excludes Brokers who have suspended price ratings Current Equity Research ▪ $12.00 $14.00 $20.00 Price Targets High: TD Cowen (7/1/24) and Cantor (7/2/24) ▪ Low: Evercore (7/1/24) ▪ Mean/Median: $16.57/ $16.00 Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 $13.72 $17.03 ▪ All Deals 25th Percentile: 23.6% / 75th Percentile: 53.4% ▪ Mean: 40.1% / Median: 32.1% Mean/Median: $15.55/ $14.66 ▪ Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn and sponsor acquirers Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 $13.31 $16.41 ▪ Sponsor LBOs 25th Percentile: 19.9% / 75th Percentile: 47.9% ▪ Mean/Median: $14.91/ $14.11 Mean: 34.3% / Median: 27.1% ▪ Current: $10.90 Undisturbed: $11.10 NMC Offer: $13.25 1 Source: FactSet, Wall Street Research, Deal Points. Note: Market data as of 7/2/24. Premiums paid data per FactSet, Dealogic, Company filings and Press. Note : Low end based on Evercore’s undisturbed target price prior to NMC 13D filing on 2/26/24. 7


Confidential Preliminary Draft Subject to Change Discounted Cash Flow Analysis ($ in millions, except for per share values) Projected Cash Flows Fiscal Year Ending December 31, 2024B 2025E 2026E 2027E 2028E 2029E 2030E Terminal Year Revenue $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 $4,261 % Growth 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Adj. EBITDA $655 $766 $874 $1,001 $1,109 $1,202 $1,301 $1,301 % Margin 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% 30.5% (–) Depreciation (106) (127) (145) (157) (170) (184) (198) (213) (–) Stock-Based Compensation (84) (92) (95) (100) (108) (117) (125) (125) (–) Ongoing Restructuring / Integration Costs (114) (60) (35) (30) (30) (30) (30) (30) EBITA $352 $487 $599 $714 $800 $871 $947 $932 (–) Taxes (92) (119) (149) (178) (202) (221) (242) (238) Taxes as a % of EBITA 26.3% 24.4% 24.8% 25.0% 25.2% 25.4% 25.6% 25.5% NOPAT (Excl. Amortization) $259 $368 $451 $536 $599 $650 $705 $694 (+) Depreciation 106 127 145 157 170 184 198 213 (–) Capex (133) (146) (156) (170) (184) (198) (213) (213) (–) Change in NWC (65) (25) (24) (30) (29) (28) (30) (17) (–) Tax Related to Vesting of Equity Awards (26) (31) (32) (33) (36) (39) (42) (42) Unlevered Free Cash Flow $141 $294 $384 $460 $520 $569 $619 $635 (–) H1 2024 Free Cash Flow (13) - - - - - - - DCF Unlevered Free Cash Flow $128 $294 $384 $460 $520 $569 $619 $635 Value of NOLs 6/30/2024 NOL Starting Balance $63 $54 $36 $17 - - - NOLs Utilized (Assuming $18mm Annual 382 Limitation) 9 18 18 17 - - - NOL Tax Savings @ 21% Tax Rate $2 $4 $4 $4 - - - Discounted Cash Flow Sensitivity Analysis PV Implied Share Price at Perpetuity Growth Rate of: Implied Terminal Exit Multiple with Perpetuity Growth Rate of: WACC Cash Flows NOLs 3.5% 4.0% 4.5% 3.5% 4.0% 4.5% 9.50% $2,147 $11 $13.55 $14.79 $16.28 8.8x 9.7x 10.7x 10.25% 2,097 11 11.55 12.49 13.59 7.9x 8.5x 9.3x 11.00% 2,049 11 9.94 10.68 11.53 7.1x 7.6x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method; includes 1.5mm shares from a quarter year of stock-based compensation dilution. 8


Confidential Preliminary Draft Subject to Change Select Trading Comparables ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM 3/31/24 EBITDA Company 7/2/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E $85.76 $8,656 $7,795 97.2% 14.1% 18.7% 60.8% 39.5% 18.9x 15.9x 2.8x 31.80 6,758 5,897 80.3% 5.9% 8.7% 35.2% 18.2% 8.0x 7.4x 1.6x 31.44 5,358 5,260 94.1% 11.3% 12.1% 37.5% 21.1% 14.0x 12.5x 1.0x (1) 21.51 5,028 3,707 93.2% 9.7% 9.0% 66.1% 39.9% 14.3x 13.1x 4.0x 19.25 3,137 2,316 55.0% 15.2% 30.7% 18.2% 9.6% 12.7x 9.7x 4.9x 53.19 2,550 2,614 70.8% 9.2% 12.2% 28.6% 26.0% 7.6x 6.8x 0.5x 28.33 2,406 2,778 63.0% 16.1% 19.0% 24.1% 17.6% 11.0x 9.3x NA 18.50 2,036 1,969 65.4% (0.9%) (3.6%) 65.9% 30.9% 5.1x 5.3x 0.3x 26.16 1,293 1,231 34.8% 6.2% 30.1% 41.9% 9.4% 12.8x 9.9x 4.7x 27.75 779 861 95.3% 5.4% 5.9% 66.1% 22.5% 11.8x 11.1x NA 10.58 346 164 39.6% 6.3% 15.1% 48.6% 13.4% 7.7x 6.7x 4.4x 6.10 293 391 42.4% 11.6% 50.9% 49.8% 8.0% 11.8x 7.8x 22.5x 25th Percentile 59.0% 6.1% 8.8% 31.9% 15.5% 7.9x 7.1x 1.0x Mean 71.7% 9.0% 14.4% 44.8% 22.6% 11.3x 9.8x 2.7x Median 70.8% 9.2% 12.2% 41.9% 21.1% 11.8x 9.7x 2.8x 75th Percentile 93.6% 12.7% 18.9% 63.4% 28.5% 13.4x 11.8x 4.4x (2) Undisturbed (4) (4) (4) (4) (4) (4) (6) Rover (Consensus) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (5) (6) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x NA (3) At New Mountain Offer (6) $13.25 $8,352 $6,219 70.8% 11.8% 19.6% 27.7% 24.6% 13.0x 10.9x 3.6x Rover (Consensus) (6) (5) Rover (Management) 13.25 8,352 6,219 70.8% 9.2% 16.9% 24.6% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 7/2/24. Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Assumes 30-day option to purchase 6,750,000 in 2 3 shares is exercised by underwriters at the initial public offering price less the underwriting discount. Note : Market data as of undisturbed date of 2/23/24. Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. 4 5 Balance sheet data as of 3/31/24. Note : Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. Note : Rover management gross margin not directly 6 comparable to consensus estimate. Note : LTM EBITDA for Rover pro forma for EBITDA contribution from Acclara / Advata acquisition. 9


Confidential Preliminary Draft Subject to Change Select Precedent Transactions EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1) Offer Multiple : 11.5x 13.0x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650 $4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17% Premium to Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 3/31/24 LTM Rover Adj. EBITDA that is pro forma for EBITDA contribution from Acclara / Advata acquisition. 10


Confidential Preliminary Draft Subject to Change Appendix 11


Confidential Preliminary Draft Subject to Change Illustrative Weighted Average Cost of Capital Analysis Cost of Capital Calculation Comparable Companies Rover Beta / Peer Beta / (7) (3) Rover Beta / Rover Beta / Peer Beta / Company Debt / Equity Debt / Capital Levered Beta Cost of Debt Unlevered Beta Target Cap Target Cap Current Cap Peer Cap Peer Cap (1) (1) Structure Structure Structure Structure Structure Cost of Equity Evolent Health 34.0% 25.4% 9.3% 1.001 1.104 (2) 7.17% 7.17% 7.17% 7.17% 7.17% Market Risk Premium (Rm-Rf) HealthEquity 13.7% 12.1% 6.4% 0.812 0.896 (3) 0.670 0.670 0.670 0.814 0.814 Unlevered Beta Omnicell 46.7% 31.8% 9.2% 0.724 0.798 Levered Beta 0.900 0.847 0.739 0.898 1.029 Adjusted Market Risk Premium 6.5% 6.1% 5.3% 6.4% 7.4% HealthStream - - 9.2% 0.723 0.797 (4) 4.7% 4.7% 4.7% 4.7% 4.7% Risk-Free Rate of Return (Rf) Progyny - - 9.2% 1.300 1.434 Cost of Equity (Ke) 11.2% 10.8% 10.0% 11.1% 12.1% E/(D+E) 68.6% 73.9% 87.9% 87.9% 73.9% ExlService 6.6% 6.2% 6.5% 1.217 1.342 Weighted Cost of Equity 7.7% 8.0% 8.8% 9.8% 8.9% Genpact 22.2% 18.2% 6.2% 0.909 1.003 Cost of Debt WNS 6.9% 6.4% 6.6% 1.013 1.118 (5) 8.1% 8.1% 9.2% 9.2% 8.1% Cost of Debt (Kd) TruBridge 113.5% 53.2% 8.4% 0.511 0.563 (6) Marginal Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% Health Catalyst 58.8% 37.0% 9.2% 0.780 0.861 After-Tax Cost of Debt 6.1% 6.1% 6.9% 6.9% 6.1% D/(D+E) 31.4% 26.1% 12.1% 12.1% 26.1% Premier 6.6% 6.2% 9.2% 0.454 0.500 Debt / Equity 45.7% 35.3% 13.7% 13.7% 35.3% Peer Mean 28.1% 17.9% 8.1% 0.859 0.947 Weighted Cost of Debt 1.9% 1.6% 0.8% 0.8% 1.6% Peer Median 13.7% 12.1% 9.2% 0.812 0.896 WACC 9.6% 9.6% 9.6% 10.6% 10.5% 1 2 3 Source: Company filings, Kroll, Bloomberg, Rover management. Note: Market data as of 7/2/24. Note : Assuming target capital structure of 2.5x net leverage. Note : Historical long-horizon expected equity risk premium per Duff & Phelps. Note : 4 5 6 Based on 5-year, weekly, Bloomberg raw beta. Note : Risk-Free Rate based on current 20-year treasury yield as of 7/2/24. Note : Peer capital structure cost of debt represents group median. Note : Assumes marginal tax rate of 25% per Rover 7 management. Note : Cost of debt represents current weighted average yield to worst for existing debt unless otherwise noted; OMCL, HSTM, PGNY, HCAT and PINC cost of debt represents the average 4-year single B yield. 12


Share Price Confidential Preliminary Draft Subject to Change Historical Stock Price Performance and Valuation EV / NTM EBITDA and Share Price (Since 1/1/2018) Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.9x 17.0x NA (1) % YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 12.7% 16.9% 8.1% 35x $35.00 (1) 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 18.1% 50.2% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $12.03 $15.40 NA 11/8/22: Reported Q3 7/1/24: Received 30x 1/10/22: Announced $30.00 earnings miss and CEO acquisition of Cloudmed $13.25 offer from New 2/18/21: Reported Q4 and change Mountain Capital FY 2020 earnings 25x $25.00 3/19/24: Board of 2/26/24: Received $13.75 Directors formed unsolicited bid from New Special Committee 20x $20.00 Mountain Capital 5/6/24: Waiver granted 15x $15.00 NMC Offer (Share Price): $13.25 $10.90 NMC Offer (Implied NTM Multiple): 13.0x 10.1x 10x $10.00 10/16/23: Jehoshaphat published short report; 6/13/24: Waiver extended shares fell ~8% 5x $5.00 11/13/23: Announced plans to restate earnings from FY'21 through Q2'23; shares fell ~3% 0x $0.00 Jan-18 Aug-18 Apr-19 Dec-19 Aug-20 Apr-21 Nov-21 Jul-22 Mar-23 Nov-23 Jun-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer 1 Source: FactSet, Rover filings, NMC 13D, Management Plan. Note: Market data as of 7/2/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted brokers. Note : Represents forward fiscal year vs. current fiscal year growth. 13 EV / NTM EBITDA


Confidential Preliminary Draft Subject to Change Wall Street Research Price Targets (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 7/2/2024 Buy 3.4x '25E Rev. / 12.1x '25E EBITDA 80.2% $825 - - - - - - $20.00 $20.00 TD Cowen 7/1/2024 Buy 15x '25E EBITDA 80.2% $795 - - - - - - $20.00 $19.00 RBC 7/1/2024 Buy ~14x '25E EBITDA 71.2% $771 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Baird 7/2/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 7/1/2024 Buy ~12x '25E EBITDA 53.2% $762 - - - - - - $17.00 $17.00 Morgan Stanley 7/2/2024 Buy 12x '25E EBITDA 53.2% $794 - - - - - - $17.00 $14.00 Citi 7/2/2024 Buy ~12.5x '25E EBITDA 44.1% $769 - - - - - - $16.00 $16.00 Stephens 7/2/2024 Buy 12x '25E EBITDA 44.1% $758 - - - - - - $16.00 $16.00 Truist Securities 7/1/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $750 - - - - - - $16.00 $18.00 Jefferies 7/2/2024 Buy 11x '25E EBITDA 35.1% $766 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $15.00 $17.00 Canaccord 7/2/2024 Buy 14.5x '24E EBITDA 35.1% $748 - - - - - - $15.00 $17.00 Guggenheim 5/30/2024 Buy 13x '25E EBITDA 35.1% $764 - - - - - - $15.00 $15.00 Deutsche Bank 7/2/2024 Hold 12.5x '24E EBITDA 26.1% $794 - - - - - - $14.00 $12.00 Evercore ISI 7/1/2024 Hold Blended DCF and Valuation Multiples 26.1% $737 - - - - - - $14.00 $13.00 KeyBanc 5/10/2024 Hold NA 0.0% $776 - - - - - - Sadif 3/5/2024 Buy NA 0.0% NA - - - - - - ISS-Eva 2/27/2024 Sell NA 0.0% NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x '25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.57 $15.79 $17.00 12.7x '25E EBITDA 49.3% $773 $24.00 116.2% $7.00 (36.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $16.00 $16.00 $17.00 12.3x '25E EBITDA 44.1% $768 $24.00 116.2% $7.00 (36.9%) Management Plan $766 % Difference to Median (0.2%) 1 2 Source: Wall Street Research, Management Plan. Note: Market data as of 7/2/24. Note : Represents broker price targets prior to NMC 13D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 as of 2/23/24; 3 4 utilizes current price target. Note : Represents current 2025E EBITDA estimates. Note : Undisturbed mean / median includes undisturbed price targets from brokers with discontinued coverage, brokers with discontinued coverage are excluded from 5 6 all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target rationale (Jefferies, Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their disclosed methodology. 14 Discontinued (4) Coverage


Confidential Preliminary Draft Subject to Change Street Perspectives – Future Share Price Analysis Based on Management Plan Rover Share Price Over Time ($ in millions, except per share values) CAGR 7.5x EV / NTM EBITDA Multiple (Bear Multiple) $42.90 26.0% $38.56 11.0x EV / NTM EBITDA Multiple (“Current” Multiple) $34.49 $30.13 $29.61 18.2% 16.0x EV / NTM EBITDA Multiple (Bull Multiple) $26.30 $25.31 $23.18 $21.33 10.8% $20.26 $19.93 Undisturbed $17.68 $16.41 $15.25 $13.53 $12.78 $ $1 11 1.1 .10 0 $10.16 $8.01 12/31/2024 12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029 NTM EBITDA $766 $874 $1,001 $1,109 $1,202 $1,301 % YoY Growth 14% 15% 11% 8% 8% (x) EV / NTM EBITDA 11.0x 11.0x 11.0x 11.0x 11.0x 11.0x Enterprise Value $8,427 $9,617 $11,012 $12,194 $13,217 $14,306 Less: Net Debt (2,025) (1,733) (1,315) (788) (190) 489 Equity Value $6,402 $7,884 $9,697 $11,405 $13,026 $14,795 Share Price $13.53 $16.41 $19.92 $23.20 $26.27 $29.61 % Growth 22% 21% 21% 16% 13% 13% (1) Present Value of Stock Price Current Multiple $12.85 $14.03 $15.35 $16.10 $16.42 $16.67 % Premium / (Discount) to Undisturbed 16% 26% 38% 45% 48% 50% Bear Multiple $7.60 $8.69 $9.84 $10.59 $11.03 $11.41 % Premium / (Discount) to Undisturbed (32%) (22%) (11%) (5%) (1%) 3% Bull Multiple $20.25 $21.65 $23.21 $23.95 $24.09 $24.16 % Premium / (Discount) to Undisturbed 82% 95% 109% 116% 117% 118% Source: Rover filings, Management Plan. Current FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management. FDSO in subsequent periods updated for increased warrants / options per the treasury stock method 1 based on the projected stock price, and projected shares issued related to stock-based comp per Rover management. Note : Assumes 11% discount rate. 15


Confidential Preliminary Draft Subject to Change Buyer (NMC) Perspective – Leveraged Buyout Analysis ($ in millions, except for per share values) Sensitivity Analysis – Implied Share Price LTM Exit Multiple vs. IRR Leverage vs. IRR LTM Exit Multiple vs. Leverage Assuming 5.9x Leverage Assuming 13.5x LTM EBITDA exit multiple Assuming 20% IRR IRR IRR Leverage 17.5% 20.0% 22.5% 17.5% 20.0% 22.5% 5.3x 5.9x 6.3x 11.5x $13.13 $12.14 $11.26 5.3x $14.91 $13.66 $12.55 11.5x $11.77 $12.13 $12.33 12.5x $14.18 $13.08 $12.11 5.5x $15.03 $13.80 $12.71 12.5x $12.71 $13.08 $13.27 13.5x $15.22 $14.02 $12.96 5.9x $15.22 $14.02 $12.96 13.5x $13.66 $14.02 $14.21 14.5x $16.27 $14.97 $13.81 6.0x $15.27 $14.07 $13.02 14.5x $14.60 $14.96 $15.16 15.5x $17.32 $15.91 $14.66 15.5x $15.54 $15.90 $16.10 6.3x $15.39 $14.21 $13.18 Assumptions — Assumes 6/30/24 transaction close, 5-year investment horizon, refinancing of existing debt, $125mm of minimum cash and $200mm of transaction costs — Base leverage scenario of 5.9x assumes $3,750mm of new debt ($1,875mm new first lien TL and $1,875mm new secured bonds), incremental / decline in leverage evenly split between first lien term loan and secured bonds — LTM 6/30/24 leverageable EBITDA of $635mm ($622mm Rover EBITDA plus half a year contribution from Acclara / Advata acquisition of $13mm) Source: Rover filings, Management Plan, NMC email received 7/2/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method; includes 1.5mm shares from a quarter year of stock-based compensation dilution. 16 Exit Multiple (LTM) Leverage Exit Multiple (LTM)


Confidential Preliminary Draft Subject to Change Basis for Management Plan — 7-year model (through 2030) constructed by Management to assist the Special Committee — 2024 baseline forecast is the 2024 Board approved budget updated for Acclara/Providence and the current view on the impact of Change — Go forward (2025 and beyond) projections are based on a detailed view, with revenue and margin assumptions by customer or business and expense growth assumptions by function, and Acclara and Providence projections based on the Board approved model with minor adjustments ¡ Projections for the End-to-End business reflect current assumptions on key events and risks, including client divestitures, implementation delays, etc. ¡ The impact of the outage resulting from the Change Healthcare cyberattack is layered on to the 2024 and 2025 projections ¡ Projections include a contingency of $10mm of revenue and $20mm of EBITDA in 2024 with modest growth thereafter ¡ Expenses assume inflation of 3% in the US, 10% in India and 6% in the Philippines; assumes a ~4% productivity target annually across operations — Potential upsides to the projections include: ¡ Investments in AI yield higher than modeled improvements in efficiency and potential future incremental use cases ¡ New End-to-End business outpaces the ~$4-5bn of NPR per year assumed in the model ¡ Acquisitions of complementary businesses that yield synergy and cross-sell opportunities ¡ Timing of divestitures vs. model assumptions (based on current, known portfolio reviews) — Key risks to the projections include: ¡ Potential contract changes on End-to-End renewals ¡ Operational issues at certain clients ¡ Client divestitures above what has been assumed by customer in near term and modeled through 2026 and ability to reduce “stranded” costs ¡ New End-to-end business is less than the ~$4-5bn of NPR per year assumed in the model ¡ Less volume recovery and incentive payments related to Ascension’s outage Source: Management Plan. 17


Confidential Preliminary Draft Subject to Change Management P&L Summary Historicals Management Plan ($ in millions, except per share values) Calendar Year Ended December 31, '24E-'30E 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Revenue $1,475 $1,806 $2,254 $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8.1% % growth 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Gross Profit $567 $758 $1,025 $1,202 $1,326 $1,457 $1,612 $1,750 $1,874 $2,007 8.9% % margin 38.5% 41.9% 45.5% 45.1% 45.5% 46.7% 47.5% 47.6% 47.3% 47.1% (-) Support Costs (221) (334) (410) (547) (560) (583) (611) (641) (673) (706) Adj. EBITDA $346 $424 $614 $655 $766 $874 $1,001 $1,109 $1,202 $1,301 12.1% % margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78) (172) (278) (341) (346) (363) (375) (388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (84) (92) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (114) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3) $148 $117 $268 $381 $496 $582 $653 $729 35.7% Source: Rover filings, Management Plan. 18


Confidential Preliminary Draft Subject to Change Management Plan FY2021A – FY2030E Revenue Commentary ($ in millions) Historical Performance $4,261 — 2022 includes a half year of Cloudmed $3,962 $3,677 $3,392 — 2023 normalized revenue and EBITDA growth (pro $3,123 $2,913 forma for Cloudmed) of 12% and 21%, respectively, $2,666 $2,254 driven by strong modular revenue growth and in-year $1,806 synergy realization $1,475 2024 Budget — 2024 includes Acclara + Advata for ~11.5 months and Providence based on original implementation timing — Revenue growth of 19% and EBITDA growth of 10% 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E ’24B – ’30E excluding Change impact % Growth CAGR — Plan assumes $58mm of cost synergies realized project Total 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% 8.1% to date — 2024 projections include $21mm of EBITDA impact FY2021A – FY2030E Adj. EBITDA from Change Healthcare ($ in millions) (1) 2024 – 2030 Performance Management ex. Change Change Impact $1,301 — 2024B-2030E revenue and Adj. EBITDA CAGR of 8% $1,202 $1,109 and 12%, respectively $1,001 $874 — Revenue growth reflects continued strong RPS $766 $655 $614 (modular) cross-sell, maturation of Providence contract $424 and new end-to-end wins, offset by headwinds for $346 $784 certain end-to-end and physician customers $676 — EBITDA margin increase reflects maturation of ($21) ($18) ’24B – ’30E Providence contract and impact of technology 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR investments and initiatives 12.1% Growth - 22.5% 45.0% 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% - 1 Source: Rover filings, Management Plan. Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 19


Confidential Preliminary Draft Subject to Change Comparison to Street Estimates Revenue ($ in millions) (1) Management ex. Change Change Impact Street $4,360 $4,261 $4,070 $4,051 $3,962 $3,691 $3,677 $3,392 $3,216 $3,123 $2,930 $2,913 $2,609 $2,666 $742 $713 $660 $646 $636 $674 $28 $2,927 $2,681 $714 $695 $649 ($15) ($14) ($3) ($21) Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change 1.6% 2.1% 4.0% 2.2% (0.6%) (2.9%) (8.1%) (9.6%) (2.2%) (2.3%) Excl. Change 2.1% 5.3% 0.1% 2.8% (0.1%) (2.9%) (8.1%) (9.6%) (2.2%) (2.3%) Adj. EBITDA ($ in millions) (1) $1,301 Management ex. Change Change Impact Street $1,202 $1,185 $1,143 $1,109 $1,093 $1,016 $1,001 $874 $877 $766 $769 $643 $655 $218 $188 $163 $154 $152 $26 $141 $784 $676 $192 $186 $146 ($18) ($5) ($23) ($21) Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (7.1%) 5.6% 16.4% 2.0% (0.3%) (0.4%) (1.4%) (3.1%) 10.0% 9.8% Excl. Change (3.8%) 20.5% 2.5% 5.2% 2.0% (0.4%) (1.4%) (3.1%) 10.0% 9.8% 1 Source: Management Plan, FactSet. Note: Market data as of 7/2/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 20


Confidential Preliminary Draft Subject to Change Precedent Public HCIT Deals – DCF Assumptions Terminal Assumptions Announcement Date Target Acquiror PGR Exit Multiple WACC 09/06/23 2.0% - 3.0% - 8.9% - 10.6% 06/26/23 2.0% - 3.0% - 8.25% - 10.5% 02/08/23 2.5% - 3.5% - 11.25% - 13.5% Advisor 1 0.9% - 4.6% (implied) 8.0x - 10.5x 9.5% - 11.5% 09/05/22 Advisor 2 2.5% - 3.5% - 9.6% - 10.7% 06/21/22 - 8.0x - 12.0x 10.0% - 12.0% Advisor 1 2.5% - 3.5% - 8.5% - 9.5% 03/29/22 Advisor 2 4.5% - 5.5% - 10.6% - 11.6% Cloudmed - 20.0x - 24.0x 9.75% - 10.75% 01/10/22 R1 - 20.0x - 24.0x 9.5% - 10.5% Advisor 1 1.75% - 2.5% 8.4x - 13.6x (implied) 6.25% - 7.75% 12/20/21 Advisor 2 2.5% - 3.5% - 7.25% - 8.5% 08/19/21 3.0% - 4.0% - 8.0% - 9.0% 01/06/21 1.25% - 2.25% 8.5x - 12.4x (implied) 6.75% - 7.75% 12/21/20 4.0% - 4.5% - 9.0% - 10.0% Advisor 1 - 10.5x - 12.5x 10.5% - 12.0% 11/12/18 Advisor 2 5.3% - 7.1% (implied) 10.5x - 12.5x 10.0% - 11.0% Source: Company filings. 21


Confidential Preliminary Draft Subject to Change Discounted Cash Flow Analysis ($ in millions, except for per share values) Implied Share Price – PGR Method (4.0% PGR and 10.25% WACC) Sensitivities WACC NPV of Cash Flows $2,097 26.2% 9.50% 9.88% 10.25% 10.63% 11.00% NPV of Terminal Value 5,888 73.6% 3.5% $13.55 $12.49 $11.55 $10.71 $9.94 NPV of NOLs 11 0.1% Implied 3.8% $14.14 $13.01 $12.00 $11.11 $10.30 Share Total NPV $7,996 100.0% Price 4.0% $14.79 $13.57 $12.49 $11.54 $10.68 Less: 6/30/24 Net Debt (2,133) 4.3% $15.50 $14.18 $13.02 $12.00 $11.09 Equity Value $5,863 4.5% $16.28 $14.84 $13.59 $12.50 $11.53 Total Diluted Shares 469.462 Implied Share Price $12.49 WACC 9.50% 9.88% 10.25% 10.63% 11.00% 3.5% 8.8x 8.3x 7.9x 7.5x 7.1x Implied 3.8% 9.2x 8.7x 8.2x 7.8x 7.4x Terminal Exit Multiple 4.0% 9.7x 9.1x 8.5x 8.1x 7.6x 4.3% 10.2x 9.5x 8.9x 8.4x 8.0x 4.5% 10.7x 10.0x 9.3x 8.8x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method; includes 1.5mm shares from a quarter year of stock-based compensation dilution. 22 PGR PGR


Confidential Preliminary Draft Subject to Change Premiums Paid Analysis (Cash Deals) Premium to Undisturbed Price 45 # of Transactions 144 42 25th Percentile 23.6% Mean 40.1% 40 Median 32.1% 75th Percentile 53.4% 35 30 24 25 20 18 14 15 13 11 10 6 5 5 5 3 2 1 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60% 60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority transactions. 23 Number of Transactions


Confidential Preliminary Draft Subject to Change Premiums Paid Analysis – LBOs (Cash Deals) Premium to Undisturbed Price 18 # of Transactions 57 17 25th Percentile 19.9% Mean 34.3% 16 Median 27.1% 75th Percentile 47.9% 14 12 11 10 9 8 6 6 4 3 3 3 2 2 2 1 0 0 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60% 60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets and Sponsor buyers with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority transactions. 24 Number of Sponsor-Led Transactions


Confidential Preliminary Draft Subject to Change Barclays Disclaimer The preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Committee, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Committee (in their capacity as committee members and not in any individual capacity and is not for the benefit of any individual, including any individual officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with the disclosure standards under state and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Committee, none of the Company, Barclays, their respective affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. These materials are not intended to provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed corporate transaction. Barclays has not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or any other party to any corporate transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained herein do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Barclays’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company, the Committee or any individual officer, director, shareholder or any other person. Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments or in other financial products and instruments. Unless otherwise expressly agreed or provided for in other applicable Barclays disclosures governing such corporate transactions or required by law or regulation, Barclays conducts these activities as principal and executes its principal transactions as an arm’s length counterparty. Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 25