Transcription

MARLOWE FY22 HALF YEAR RESULTS1

AGENDA21H1 FY2022 HIGHLIGHTS & STRATEGIC PROGRESS2FINANCIAL REVIEW3STRENGTH OF OUR GRC MARKETS & DIGITALISE STRATEGY4PROGRESS IN M&A AND INTEGRATION5OUR ESG IMPACT & STRATEGIC OUTLOOK6Q&A

H1 FY2022 KEY HIGHLIGHTSMarlowe is the leading provider of business critical services and software which assure regulatory compliancePlatform of ScaleSignificant MarginAccretionH1 divisional adjusted EBITDA1,2 margin increased 300 bps to 17.8% - run-rate divisional margin of 19%Strong EPS GrowthAdjusted EPS2 up 50% to 16.0pOrganic GrowthAccelerationSoftware ARR TargetReachedPositive Outlook3Group revenue up 61% to 134.5 million and current annualised run-rate revenue of c. 335 millionOrganic growth3 15%, estimated underlying organic growth for the period 8% driven by accelerating new business, better compliance leadingto reduced attrition, cross-sell & structural market driversAchieved target of 10% of Group revenue from SaaS – now c. 35 million ARR and c.20% of Group adjusted EBITDAGuidance for full year to 31 March 2022 raised on 24 November 2021. We now expect to materially overachieve against our FY24 EBITDAtarget of c. 100 millionNotes: 1) Earnings before interest, taxes, depreciation and amortisation (“EBITDA”). 2) Explanation of non-IFRS measures on p.19. 3) Organic revenue growth % on a like-for-like basis is defined as the year-on-year growth of our entire business.This includes the growth or decline of acquisitions from the day of completion, by including their performance from the corresponding prior period.

3-YEAR STRATEGY IN ACTION Acquired several leading compliance software platforms, including: Barbour, CoreStream, VinciWorks and EssentialSkillzDigitaliseDeepenBroaden Continued organic investment in technology roadmap and launch of ProSure 360, a new supply chain assurance softwareproduct Acquisition of Healthwork for 17.2 million and bolt-on of Integral Occupational Health significantly deepening our scaleand offering in occupational health Acquisition of ACL in Fire Safety and post-period end acquisition of Hydro-X for 30 million contribute significantly to oursafety and compliance services strategy Broadened Marlowe’s offering into mid-market employment law consultancy and the health and social care compliancespace through acquisition Acquired operational bases in Ireland and Israel, providing access to additional high quality talent and exposure tointernational customers Significant, margin-enhancing ( 300 bps), operational improvements in productivity and efficiencyStrengthen4 Major integration milestone achieved in EL/HR division with WorkNest brand launch and successful consolidation oflegacy brands

H1 FY22 FINANCIAL SUMMARYAdj. Operating Profit ( m)16.4Adjusted resultsH1 FY22H1 FY21Movement m m%134.583.3 61%21.811.5 90%17.8%14.8% 300bpsOperating profit216.47.4 122%tax215.26.7 127%16.0p10.7p 50%42.31.6RevenueAdj. EBITDA1,2Divisional adj. EBITDA marginProfit beforeEarnings per Share – basic2Net debt (ex IFRS 16 leases) Revenue increase driven by acquisitions, organic growth, and normalisation in route-based TICareas of the business impacted by COVID-19 in H1 FY217.4H1 FY21H1 FY22Adj. EBITDA ( m)21.811.5H1 FY21H1 FY22Adj. EPS (p) Organic growth3 in the first half of 15% includes COVID-19 normalisation. Underlying organicgrowth estimated to be 8% Acquisitions have been earnings accretive and complement the operational marginimprovement seen at Group level Earnings per share increased by 50% includes increased number of shares in issue primarilyfollowing 100m equity placing in March 2021516.010.7H1 FY21H1 FY22Notes: 1) Earnings before interest, taxes, depreciation and amortisation (“EBITDA”). 2) Explanation of non-IFRS measures on p.19. 3) Organic revenue growth % on a like-for-like basis is defined as the year-on-year growth of our entire business.This includes the growth or decline of acquisitions from the day of completion, by including their performance from the corresponding prior period.

DIVISIONAL PERFORMANCESignificant progress has been made in driving an increase in the scale of the GRC divisionTICGRCAdjusted resultsH1 FY22 mH1 FY21 mVarRevenue34.411.3 204%RevenueAdj. EBITDA1,210.63.7 186%Adj. EBITDA1,29.53.5 171%Adj. Operating profit230.8%32.7%-190bpsAdj. Operating profit2Adj. EBITDA margin Organic revenue growth3 of 11%, prior year largelyunaffected by COVID-19Adj. EBITDA marginH1 FY22 mH1 FY21 mVar100.172.0 39%13.48.6 56%9.24.8 92%13.4%11.9% 150bps Organic revenue growth3 of 16% benefited fromnormalisation in activity levels following some COVID-19site access issues in H1 FY21 Significant step up in scale through acquisitions(Healthwork, Barbour, CoreStream) H1 acquisitions including ACL, Musketeer and Agriteckhave also driven revenue growth Adj. operating profits up 171% Adj. EBITDA margin movement includes change in mix as aresult of acquisitions6Adjusted results6 Adj. operating profits up 92% and margins improved by150bps reflecting good operational management

CASH CONVERSION AND BALANCE SHEETCASH CONVERSION – APR 20 TO SEP 21 (PRE IFRS 16)Net cash generated from operating activities before acquisition andrestructuring costsAcquisition related working capital movements m33.4BALANCE SHEETH1 FY22H1 FY21 m mNon-current assets370.4173.0Current assets138.767.9Total assets509.1240.9Current 266.3138.20.9Adjusted net cash from operating activities34.3Adjusted EBIT35.6Cash conversion96% Operating cash flows in the first half were affected by the unwind of timingdifferences in the prior year, namely: Deferred payments to HMRCNon-current liabilities The temporary reduction in working capital in TIC resulting from COVID-19 Cash conversion over the 18 month period, which eliminates most of these shortterm movements, remains strong at 96%Total liabilities Working capital % of revenue remains well managed at 4%, debtor days are 52 atthe end of H1. Net assets increased by 93% as the Group executes its growth strategy Net debt (excluding IFRS 16 leases) of 42.3m at the end of H17Net assets

FINANCIAL OUTLOOKH1 financial outturn reflects continued growth agenda Continued successful deployment of capital post the half year including 4 acquisitions for initial consideration of 96m 50m equity placing executed and debt facilities extended to 130m in October 2021 Current run rate leverage (excluding IFRS 16) is estimated to be 1.6x pro forma adjusted EBITDA followingcompletion of the H2 acquisitions and 50m placing Our current run-rate annualised revenues are c. 335m and current run-rate annualised adjusted EBITDA isc. 60m Guidance for full year to 31 March 2022 raised on 24 November 2021. We expect to materially overachieveagainst our FY24 EBITDA target of c. 100m88

GOVERNANCE, RISK AND COMPLIANCE DIVISION IN FOCUSOur GRC division is well positioned in end-markets with attractive growth characteristics and is generating revenues of c. 90m on a runrate basisCompliance eLearningEmployment Law / HR & Health & Safety Increasing regulatory burden andcomplexity leading to significant growthin eLearning and increased client L&Dbudgets Employment law is one of the fastestgrowing areas of law in 2020 ( 6%)Employment Law /HR & Safety 0.8bneLearning 1.0bn Threat of fines from HSE & ESG drivescorporate demand for health & safetyservices/softwareCORE TOTALADDRESSABLEMARKET OF 3.9bnCompliance Software High growth prospects for compliancesoftware as companies respond to newESG reporting requirements9ComplianceSoftware 1.1bnOccupationalHealth 1.0bnOccupational Health Increased focus on employee mentalhealth and well-being across all industriescontinues to drive strong demand inOccupational Health market

DIGITALISE STRATEGYCreating a holistic software solution for compliance from regulatory information to workflow tools & eLearning(Post-Period)Deal Completed:July 2021Deal Completed:July 2021Deal Completed:October 2021Rationale:Broadens Marlowe’s capabilitythrough entry into the GRC softwaremarket, further embedding Marloweinto our customers’ operationsRationale:Broadens Marlowe’s offering, establishingMarlowe as the leading provider of B2BInformation Services within the UK EHSmarketRationale:Deepens Marlowe’s presence in the UKcompliance eLearning market, whilstgaining further exposure to high growthGRC software marketKey Stats:Revenue / EBITDA: 4.1m / 1.5mFTEs: 37Key Stats:Revenue / EBITDA: 5.4m / 3.0mFTEs: 21Key Stats:Revenue / EBITDA: 5.5m / 3.2mFTEs: 31Marlowe’s Other Software Brandsc. 35m10Software RevenueMarlowe software benefits from our strength in compliance consultancy – we areable to develop products in collaboration with our subject matter experts

M&A ENGINE CONTINUING TO DRIVE ACCRETIVE GROWTHGRCTIC9 127m 14m7 45m 7mAcquisitions*Capital Deployed*EBITDA Acquired*Acquisitions*Capital Deployed*EBITDA Acquired* 9 acquisitions YTD including 4 bolt-ons and 5 platform acquisitions, withplatform acquisitions including: Healthwork: a leading provider of Occupational Health Barbour EHS: the leading EHS compliance data provider CoreStream: a leading GRC software provider VinciWorks: a leading compliance eLearning and risk managementsoftware EssentialSkillz: leading eLearning compliance provider with a focuson health & safetyStrong pipeline to support furthergrowth11 7 acquisitions YTD consisting of 6 bolt-ons and 1 platform acquisition,including: Hydro-X: a leading provider of water & air compliance, watertreatment, fire safety and health & safety services ACL: a fire safety bolt-on, deepening the Group’s capabilities inpassive fire safety Santia: a water & air hygiene bolt-on, broadening the Group’scapabilities in environmental safety testing and consultancyservices3,000 targets identified andmonitored across our markets 20 introductory meetings each monthCurrent active acquisition discussionswith 50 targets

MARLOWE INTEGRATIONS ARE ON TRACK & GROUP HAS CAPACITY TO DO MOREProgressCommentary Integration of Employment Law & HR brands into single WorkNest brand is well advanced, with the WorkNestbrand having been launched in Oct. 2021 – sub-companies are fully integrated into WorkNest back-office andrebranding has been completed New MD of business line leading integration of bolt-on acquisitions into Healthwork platform SMT integrated, finance integrated, duplicated cost removed, Healthwork IT platform rolled out Content integration strategy underway with successful sharing of compliance content across multipleeLearning offerings VinciWorks will serve larger professional services end of eLearning market as a standalone brand, whileEssentialSkillz is on track to be integrated into the WorkNest brand by mid-2022 in order to serve core SMEcustomers Integration of larger Hydro-X is at early-stage and proceeding to plan using tested integration methodologyfrom past successful integrations of Clearwater and Suez, focusing on back-office rationalisation Water bolt-ons are expected to complete full integration by early 2022 New Wave IT platform rolled out across division Recent acquisitions of ACL, Hadrian Technology & Morgan Fire are all now leveraging MFS infrastructure.Operational systems transitioned. Back office functions integratedEmployment Law & HROccupational HealtheLearning (part ofCompliance Software)Water &AirHydro-XIntegrationFire Safety12Water Bolt-onIntegrationFire Safety

MARLOWE’S ESG IMPACTThe UN Sustainable Development Goals are intrinsic characteristics across all of Marlowe’s verticalsESG Focus Across theGroupInternal ProgressInternal initiatives driving ESG focus acrossthe GroupEmployment Law/ HR & SafetyFire & Security 0.8bn 1.7bnOccupationalHealth 1.0bnWater & AirHygiene 1.5bnHealth &Safety 1.1bn13ComplianceSoftware 1.1bneLearning 1.0bnContractorCompliance 0.3bn Marlowe’s ESG committee has been formallyestablished with group-wide representation toidentify common ESG goals from existingdivisional strategies Group gap assessment completed and resultsdelivered – Marlowe in process of formalisingKPI tracking system and improving disclosureStrong Market Alignment with ESG Goals Enhanced by the increased focus onsustainability with ESG driving demand forMarlowe’s services which at their essenceimprove safety, improve health, promoteequality, ensure governance standards andincrease training

KEY TAKEAWAYSPerforming Ahead of Plan to Achieve Medium-Term Target m Strong financial performance in H1 Group revenue up 61% to 134.5 million and currentannualised run-rate revenue of c. 335 million Adjusted EPS up 50% to 16.0p Software ARR now over 10% of revenues Organic growth 15%, estimated underlying organicgrowth for the period 8% H1 divisional adjusted EBITDA margin increased 300bps to 17.8% - run-rate divisional margin of 19% Our structure and model prepares us well for furtheracquisition-led growth to broaden and deepen ourcompliance service and software activities141101009080100Dec-21 Run-rate Adj.EBITDA of ving Against Our Medium-Term Targetsc. 500mRevenuec. 100mAdj. EBITDA10% SoftwareARR target

NOTESEarnings before interest, taxes, depreciation and amortisation (“EBITDA”)of non-IFRS measures below3 Organic revenue growth % on a like-for-like basis is defined as the year-on-year growth of our entire business. The includes the growth or decline of acquisitions from the day of completion, by includingtheir performance from the corresponding prior period.12 ExplanationNon-IFRS measuresThe financial statements contain all the information and disclosures required by the relevant accounting standards and regulatory obligations that apply to the Group. The Annual Report andfinancial statements also include measures which are not defined by generally accepted accounting principles such as IFRS. We believe this information, along with comparable IFRS measures, isuseful as it provides investors with a basis for measuring the performance of the Group on a comparable basis. The Board and our managers use these financial measures to evaluate ouroperating performance. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Similarly, non-IFRSmeasures as reported by us may not be comparable with similar measures reported by other companies.Due to the nature of acquisition and other costs in relation to each acquisition and the non-cash element of certain charges, the Directors believe that adjusted EBITDA and adjusted measures ofoperating profit, profit before tax and earnings per share provide shareholders with a useful representation of the underlying earnings derived from the Group’s business and a more comparableview of the year-on-year underlying financial performance of the Group.The reconciliation between statutory profit and adjusted profit measures is shown below:Continuing operationsStatutory reportedAcquisition costsOperatingEBITDATax ’mprofit ’m ’m1.62.813.62.02.02.0Restructuring costs3.43.43.4Amortisation of acquisition intangibles5.45.4-Legacy long-term incentives1.21.21.2Movements in deferred consideration1.61.61.615.216.421.8Adjusted results15Profit Before

DisclaimerThis presentation may contain forward-looking statements with respect to the financial condition, performance and position, strategy, results of operations and businesses of Marlowe plc (“Marlowe”). Such statements and forecastsinvolve risk and uncertainty because they are based on current expectations and assumptions but relate to events and depend upon circumstances in the future and you should not place reliance on them. Without limitation, anystatements preceded or followed by or that include the words ‘targets’, ‘plans’, ‘sees’, ‘believes’, ‘expects’, ‘aims’, ‘confident’, ‘will have’, ‘will be’, ‘will ensure’, ‘likely’, ‘estimates’ or ‘anticipates’ or the negative of these terms or othersimilar terms are intended to identify such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by forward-lookingstatements and forecasts. Forward-looking statements and forecasts are based on the current view of the directors of Marlowe (the “Directors”) and information known to them at the date of this statement and no warranty is givenas to their accuracy. The Directors do not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this presentation should beconstrued as a profit forecast, estimate or projection of future financial performance. This presentation is intended to be for information purposes only and it is not intended as promotional material in any respect. Nothing in thispresentation should form the basis of any contractual or other commitment or be relied upon for any purpose. This presentation is not intended as an offer or solicitation for the purchase or sale of any securities nor is it intended toconstitute or form the basis of a decision to purchase or sell securities or to make any other investment decision.This presentation does not purport to be comprehensive. The recipient of this presentation must make its own investigation and assessment of the ideas and concepts presented herein. Unless otherwise expressly indicated or asindicated in the relevant source document, the information and opinions contained in this presentation are provided as of the date of this presentation and are subject to updating, correction, completion, verification andamendment without notice and such information may change materially. No representation, warranty or undertaking, express or implied, is or will be made or given and no responsibility or liability is or will be accepted byMarlowe or by any of its directors, officers, employees, agents or advisers, in relation to the accuracy, completeness or fairness of this presentation (as at any date) or any other written or oral information made available inconnection with the ideas and concepts presented herein. Any responsibility for any such information is expressly disclaimed and none of Marlowe nor any of its affiliates, advisors or representatives, directors, officers, employees,or agents shall have any liability whatsoever (in negligence or otherwise) for any loss or damage howsoever arising from any use of this presentation or its contents, or otherwise arising in connection with this presentation.Certain figures contained in this presentation, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in thispresentation may not conform exactly to the total figure given. This presentation is private and confidential and is being made available to the recipient on the express understanding that it will be kept confidential and that therecipient shall not copy, reproduce, distribute or pass to third parties this presentation in whole or in part at any time.16

Marlowe is the leading provider of business critical services and software which assure regulatory compliance Notes: 1) Earnings before interest, taxes, depreciation and amortisation (“EBITDA”). 2) Explanation of non-IFRS measures on p.19. 3)Organic revenue growth % on a like-for-li