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This presentation, and any materials that accompany it (referred to collectively as this “Presentation”) has been prepared by Citizens Financial Group, Inc. (NYSE: CFG)(and its subsidiaries, including Citizens Bank, N.A., and Citizens JMP Securities, LLC (collectively herein, “Citizens”)), and is exclusively for the benefit and internal use of the client to whom it is directly addressed and delivered (“Client”) in order to assist the Client in evaluating, on a preliminary basis, the feasibility of a possible transaction. It has been prepared for discussion and information purposes only.
The information contained in this Presentation is confidential and proprietary to Citizens and should not be distributed, directly or indirectly, to any other party without the written consent of Citizens. The information in this Presentation may be based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change without notice. In the preparation of this Presentation, Citizens has relied upon and assumed, without independent verification, the accuracy and completeness of information available from public sources or which was provided to us by or on behalf of the Client. We make no representation or warranty (express or implied) of any nature, nor do we accept any responsibility or liability of any kind, with respect to the accuracy or completeness of the information in this Presentation. Changes to assumptions made in the preparation of this Presentation may have a material impact on results. Citizens does not and shall not undertake a duty or responsibility to update these materials or to notify you when or whether the analysis has changed.
This Presentation is not intended as an offer or the solicitation of an offer to buy or sell any securities as defined under U.S. securities laws. This Presentation is not intended to, and does not, constitute a valuation of the Client, a fairness opinion or a recommendation to the Client as to how its members/managers or board of directors or shareholders (as applicable) should vote or act with respect to any strategic alternatives or transactions.
This Presentation does not contain advice in any respect as to the legal, regulatory, tax or accounting consequences of any potential strategic alternatives or transactions on the Client or the Client’s members/managers or shareholders (as applicable), and it is the responsibility of such parties to obtain advice on such matters from other qualified professionals.
Any analyses of any potential strategic alternatives or transactions that may be available to the Client reflected in this Presentation are preliminary and are subject to the assumptions and qualifications set forth herein, as well as further review and modification by Citizens. Any valuation ranges or other estimates are solely illustrative and do not purport to be valuation advice and should not be relied upon as such. Any such advice would only be provided pursuant to an engagement letter or other definitive written agreement between the Client and Citizens.
Citizens JMP Securities, LLC (as a full-service securities firm) is engaged in securities trading and brokerage activities, and in providing investment banking, asset management, financing and financial advisory services and other commercial and investment banking products and services to a wide range of entities and individuals. In the ordinary course of the trading, brokerage, asset management, commercial banking and financing activities of Citizens, Citizens may at any time: (i) effect transactions for its own account or the accounts of its customers and hold long or short positions in debt and/or equity securities or other financial instruments (or related derivative instruments) of the Client or other parties which may be the subject of an engagement or transaction involving the Client; (ii) hold discussions with and provide information to clients, potential clients and other entities regarding various market and strategic matters (including potential strategic alternatives), which entities may include potential counterparties to a transaction or strategic alternatives involving the Client, and which matters may have included a possible transaction with the Client; and/or (iii) perform various investment banking, financial advisory, commercial banking and other services for clients and customers with pre-existing Citizens’ relationships or other clients and customers (including, but not limited to, potential counterparties to any potential transaction) who may have conflicting interests with respect to the Client. Citizens shall have no obligation to disclose such information to the Client, or to use such information in connection with any contemplated transaction herein.
The Client may be referred by an employee of Citizens Bank, N.A. to Citizens JMP Securities, LLC, so that the Client may receive securities products or transactional services (“Securities”) offered by such broker-dealer. Employees of such broker-dealer may also refer the Client to Citizens Bank, N.A. for the provision of commercial banking services. The Client should note that (i) the Securities are offered by and/or through such broker-dealer, and not Citizens Bank, N.A.; (ii) Citizens JMP Securities, LLC is affiliated with Citizens Bank, N.A., and each are separate and distinct legal and corporate entities; (iii) the Securities are not bank deposits or other obligations of, or guaranteed by, Citizens Bank, N.A.; (iv) the Securities are not insured by the Federal Deposit Insurance Corporation or any other governmental agency; and (v) the Securities may lose value and are subject to investment risks, including possible loss of the principal amount invested by the Client.
“Citizens Capital Markets”, “JMP Securities”, “DH Capital” and “Trinity Capital” are trade names under which corporate and investment banking products and services of Citizens Financial Group, Inc., and its subsidiaries, are marketed. The licensed Securities representatives of Citizens JMP Securities, LLC may also be employees of Citizens Bank, N.A. The daisy device logo is a trademark of The Royal Bank of Scotland Group plc used under license by Citizens Financial Group, Inc., and its wholly owned subsidiaries.
Independence of Research: Citizens prohibits its employees from directly or indirectly offering a favorable research rating or a specific price target, or offering to change a rating or price target, as consideration or an inducement for the receipt of business or for compensation.
©2025 Citizens Financial Group, Inc. All rights reserved. Banking products and services are offered by Citizens Bank, N.A. Member FDIC. Securities products and services are offered to institutional clients through Citizens JMP Securities, LLC, member FINRA, SIPC. Please click here for CJMPS disclosures.