CompoSecure (CMPO) investor relations material

Executive summary

• CompoSecure is seeking shareholder approval for a major acquisition of Husky Technologies Limited, valued at $3.953 billion in cash and 55,297,297 shares of Class A Common Stock, plus a $1.96 billion private placement of 106,057,000 shares at $18.50 per share to institutional investors.

• The transaction will result in Husky becoming an indirect wholly owned subsidiary, with existing shareholders owning ~45%, Sellers ~19%, and new investors ~36% of the combined company.

• The Board unanimously recommends voting FOR the stock issuance proposal, which is required under NYSE rules as the new shares exceed 20% of pre-transaction outstanding shares.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of new shares for the acquisition and private placement, as required by NYSE rules.

• Approval requires a majority of votes cast at a special virtual meeting, with abstentions and broker non-votes having no effect.

• Voting can be done by mail, phone, internet, or during the virtual meeting; proxies are solicited by the Board.

Board of directors and corporate governance

• Post-closing, Platinum Equity (the Sellers) will have the right to nominate two directors if they hold at least 10% of shares, or one director if they hold 5–10%.

• Two Platinum nominees, Louis Samson and Delara Zarrabi, are expected to join the Board immediately after closing.

• The Investor Rights Agreement provides for board observer rights and preemptive rights for Platinum.