WHY SELL NOW?

It is Too Risky Not to Sell

A misguided and haphazard strategy, coupled with poor execution has led to significantly declining financial performance and excessive borrowing over the last six months. This has resulted in a new 5.8x debt covenant1 being imposed on the business, which sell-side analysts estimate the Company will be precariously close to breaching in the coming quarters, putting shareholder equity at real risk of further erosion.

Generous Assumptions Point to a
Lower Share Price

Waiting is not an option. Assuming the Company maintains its current 7.9x trading multiple, the implied share price in Q3 FY26 will be $7.443 (or $4.77 in a 5% revenue downside scenario).

Divesting Financial Services Doesn't
Solve the Problem

Today, a sale of the Financial Services business still leaves leverage at ~4.5x net debt, with no path to sub-3x until 2031.2 Further, speculative claims of multiple expansion after a sale of the Financial Services business are unfounded as the Company will be a smaller, declining, 4.5x-leveraged business, with leverage too high for public market investors to tolerate.

There Are Still Credible Interested Buyers Still at the Table Right Now

Given the current negative trajectory, shareholders should pursue a full sale to capture an attractive all-cash change-of-control premium. Credible private equity buyers with the right expertise, risk appetite, and who bring the appropriate capital structure, are interested in acquiring the Company right now.

1The Company’s Consolidated First Lien Net Leverage Ratio will be materially higher in two quarters from now when it loses the ability to offset $185 million in restricted cash it holds to repay its 2026 convertible debentures, against its senior debt. Based on sell-side consensus estimates, the Company will be much closer to breaching its Consolidated First Lien Net Leverage Ratio covenant, should it remain in place.

2Assumes 0.5% annual Adjusted EBITDA growth after the sale of financial services based off trailing 9-month results as at Q3 FY25; Further details on Plantro's assumptions and calculations are available within the investor presentation on www.SellDnD.com.

3Future share price applies current EV / LTM EBITDA multiple to LTM EBITDA ending March 31, 2026 based on research consensus estimates and adjusting for net debt forecasted as at March 31, 2026 with cash flow assumptions as further detailed in the presentation available at www.SellDnD.com.