#1PRELIMINARY DRAFT - SUBJECT TO CHANGE PROJECT MONTANA Discussion Materials August 17, 2011 Preliminary Draft- Confidential EVERCORE PARTNERS#2Preliminary Draft - Confidential These materials have been prepared by Erercore Group LLC. (Evercore") for the Special Committee of the Board of Directors of M&F Worldwide (the "Company") to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/ or other potential transaction participants or obtained from public sources, Evercore bas assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express 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 representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Everrore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercome. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Erercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer Each person should seek legal, accounting and tax advice based on bis, ber or its particular circumstances from independent advisors regarding the impact of the transactions or matters described berein. EVERCORE PARTNERS#3Discussion Materials Illustrative Transaction Assumptions m Assumes Harland Clarke ("HC") payments business is sold to Deluxe for 100% cash consideration, paid to MFW, with gross proceeds ranging from $1,500 million to $1,800 million, equivalent to a range of 4.9x to 5.9x HC's last four quarters ("LFQ") EBITDA - Preliminary Draft-Confidential Business is sold cash-free and debt-free Proceeds used to reduce existing HC debt, the remainder of which is refinanced At Deluxe's current trading multiple of 4.9x LFQ EBITDA, HC would be worth approximately $1,480 million before any premium or synergies In Scenario 1, Deluxe raises new debt at 7.0% to fund 100% of the acquisition costs (i.e. Deluxe borrows between $1,500 million and $1,800 million of new debt depending on the purchase price) ■ In Scenario 2, Deluxe funds the transaction through debt and a PIPE from a Sponsor - PIPE of 10 million primary shares, equivalent to a 19.9% pre-deal share count, issued at a 5% discount to Deluxe's current price as of 8/16/11 of $21.16, for net proceeds of approximately $200 million We analyze a range of possible expense synergies from $0 million to $150 million per year on a run-rate basis 50% of synergies assumed to be realized in the first year post-close, 100% thereafter Please note that the tax treatment assumed for the transaction is complicated and based on a preliminary set of discussions with the Company, and that the analysis might change materially based on a more definitive analysis of the tax treatment by the Company and its advisors EVERCORE PARTNERS#4Discussion Materials Illustrative Cost Synergy Potential % LTM Revenue Harland Clarke Deluxe Combined % LTM Cash Operating Expenses Harland Clarke Deluxe Combined Implied PF EBITDA Margin Implied PF Margin Improvement (bps) Date 1/25/10 12/27/06 5/17/04 11/08/03 01/20/03 Illustrative Range of Cost Synergies $50 Statistic Precedent Transaction $1,133 1,415 2,548 Quad/Graphics / WorldColor Cenveo / Cadmus Communications Deluxe Corp / New England Bus. Service RR Donnelley/Moore Wallace Moore Inc./ Wallace Computer $8.30 1,043 1,872 4% 4% 2% Precedent Announced Synergies 6% 5% 3% 2 28% 196 Expense Synergies $225 20 25 100 50 Mean Median Source: Company Slings (1) Cash operating expenses includes all costs of goods sold and selling general and administrative expenses, excluding depreciation and amortization EVERCORE PARTNERS $100 9% 7% 12% 10% 5% 30% 392 7% 4% 4% 3% 3% Preliminary Draft - Confidential ($ in millions) Revenue 4% 4% $150 13% 11% 6% 18% 14% 8% 32% 589 % Target LTM Cash OpEx 8% 5% 4% 4% 4% 5% 4% (1)#5Discussion Materials Illustrative Cash EPS Accretion/Dilution to Deluxe - Synergies Ramp-Up 2012E Cash EPS Accretion/(Dilution) Scenario 1: 100% Debt Financing by Deluxe Scenario 2: Deluxe Financing from Debt and PIPE Full Run-Rate Synergies 4.9x $0 48% $50 58% $100 67% $150 77% Full Run-Rate Synergies $1,500 $0 $50 $100 $150 $1,500 4.9x 28% 36% 52% HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA) 5.3x 45% 55% 65% 74% 5.6x 43% 52% 62% 71% 50% HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA) 5.3x 26% $1,800 5.6x 24% 32% 40% 48% 5.9% 40% 49% 59% 69% $1,800 5.9x 21% 29% 37% 45% (1) Includes allocation of divisional and corporate expense based on peo tata share of M&F Worldwide revenue Assumes that 50% of total run-rate expense synergies receive credit for purposes of leverage EVERCORE PARTNERS Finance- able Synergies Source Faret, Montana Projections-Updated Case Note: Last Four Quarters (LFQ) as of 6/30/11 Note: Delur existing condit facility limits peo forma leverage 12 months after the close of a transaction to 3.25x pro forma LPQ EBITDA 3 Finance- able Synergies $0 $25 $50 $75 PF Merge Co Leverage - 6/30/11 $0 $25 $50 $75 $1,500 4.9% 3.4x 3.3 3.2 3.1 $1,500 Preliminary Draft - Confidential ($ in millions) 4.9x 3.1x 3.0 2.9 2.8 HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA 5.6x 3.7x 3.6 3.5 3.4 3.6x 3.5 3.3 3.2 HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA 5.3x 5.6xx 3.3x 3.4x 3.2 3.3 3.1 3.2 3.0 3.1 $1,800 5.9x 3.9x 3.8 3.6 3.5 $1,800 5.9% 3.6x 3.5 3.3 3.2#6Discussion Materials Illustrative Value Creation to MFW Shareholders Net Cash Proceeds from Sale Assames RemainCo trades at 7.0Ad EBITDA Gross Proceeds Estimated Tax Benefit/(Leakage) Estimated Re-fi Costs Net Cash Proceeds from Sale $1,500 $1,500 4 $1,483 HC Purchase Price $1,600 $1,700 $1,800 $1,600 $1,700 $1,800 (74) (35) (19) (113) (16) $1,609 $1,672 (17) $1,546 6.00x PF Value per MFW RemainCo Share 7.00% 8.00x $1,500 $19.46 23,80 28.14 HC Purchase Price $1,600 $1,700 $25.91 30.25 SQ HC Total Debt Less: Net Proceeds Less: Cash from from MFW B/S Pro Forma Total Debt Less: Balance Sheet Cash PF Net Debt Total Debt / PF EBITDA Net Debt / PF EBITDA $22.68 4 27.03 31.37 34.60 Soutte FactSet, Montana Projections-Updated Cate Note: Last Four Quarters (LFQ) as of 6/30/11 (1) Assumes that MFW will use all of the cash on its balance sheet in the te-financing post-sale other than $75 million, which remains a cash Includes allocation of divisional and corporate expense based on poo tata share of M&F Worldonde vence EVERCORE PARTNERS Preliminary Draft - Confidential ($ in millions, except per share amounts) Pro Forma Capital Structure $1,800 $29.14 33.48 37.83 $1,500 $2,237 (1,483) (153) $601 (75) $526 4.3x HC Purchase Price $1,600 $1,700 $1,800 $2,237 $2,237 (1,546) (1,609) (153) (153) 8538 (75) $463 3.8x 3.3x $475 (75) $400 3.4x 2.8x $2,237 (1,672) (153) $413 (75) $338 2.9x#7Discussion Materials Preliminary Draft - Confidential Illustrative Sharing of Synergies ($ in millions, except per share amounts) ■ The following analysis estimates the split of synergy value between Deluxe vs. M&F at a range of run-rate synergy levels and of purchase prices for HC Synergies are valued at their run-rate $ amount times Deluxe's current LFQ EBITDA multiple of 4.9x The top two tables assume that DLX considers HC's pre-synergy value to be HC's LFQ Adj. EBITDA of $303 million times Deluxe's LFQ multiple of 4.9x. Any price above that level represents a premium to MFW shareholders The bottom two tables assume that Deluxe views HC's intrinsic, pre-deal value as being just 4.5x LFQ EBITDA, and therefore, that MFW is retaining a higher % of synergies at a given purchase price HC valued at 4.9x HC valued at 4.5x % of Synergy Benefits Retained by DLX Run-Rate Cap. Syn. @4.9x $1,500 $50 $244 91% $100 $487 95% $150 $731 97% Run-Rate Cap. Syn. (4.9% $1,500 $50 $244 44% $100 $487 72% $150 $731 81% Source Factlet, Montana Projections-Updated Case EVERCORE PARTNERS HC Purchase Price $1,600 $1,700 50% 9% 75% 54% 83% 70% HC Purchase Price $1,600 $1,700 3% (38%) 31% 54% 52% 68% $1,800 (32%) 34% 56% $1,800 (79%) 11% 40% 5 % of Synergy Benefits Retained by MFW Run Rate Cap. Syn. $50 $244 $100 $487 $150 $731 Run-Rate Cap. Syn. @ 4.9x $50 $244 $100 $487 $150 $731 $1,500 9% 5% 3% $1,500 56% 28% 19% HC Purchase Price $1,600 $1,700 50% 91% 25% 17% 46% 30% HC Purchase Price $1,600 $1,700 97% 138% 48% 69% 46% $1,800 132% 66% 44% $1,800 179% 89% 60%#8Appendix EVERCORE PARTNERS Preliminary Draft - Confidential#9Appendix Illustrative Cash EPS Accretion/Dilution to Deluxe - Run-Rate Synergies 2012E Cash EPS Accretion/(Dilution) Scenario 1: 100% Debt Financing by Deluxe Scenario 2: Deluxe Financing from Debt and PIPE Full Run-Rate Synergies $0 $50 $100 $150 Full Run-Rate Synergies $0 $50 $100 $150 $1,500 4.9x 48% 67% 86% 105% $1,500 4.9x 28% 44% 60% 76% HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA) 5.3x 5.6x 45% 43% 64% 62% 83% 80% 102% 99% HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA) 5.3x 26% 58% 73% 5.6x $1,800 39% 55% 71% 5.9% 40% 59% 78% 97% $1,800 5.9x 21% 37% 53% 69% Full Run-Rate Synergies 6 Soutte FactSet, Montana Projections-Updated Cate Note Last Four Quarters (LPQ) as of 6/30/11 Note: Deluxe existing credit facility limits peo forma leverage 12 months after the close of a transaction to 3.25 pro forma LFQ EBITDA (1) Includes allocation of divisional and corporate expense based on peo cata share of MS Wordonde enue EVERCORE PARTNERS $0 $50 $100 $150 Full Run-Rate Synergies $0 $50 $100 $150 PF Leverage-6/30/11 $1,500 4.9% 3.4x 3.2 3.0 2.8 $1,500 4.9x 3.1x 2.9 Preliminary Draft - Confidential ($ in millions) 2.7 2.6 HC Purchase Price $1,700 $1,600 Multiple of HC LFQ EBITDA 5.3% 5.6x 3.7x 3.5 3.3 3.1 3.6x 3.3 3.1 2.9 HC Purchase Price $1,600 $1,700 Multiple of HC LFQ EBITDA 5.3x 5.6x 3.3x 3.1 29 2.7 3.4x 3.2 3.0 28 $1,800 5.9x 3.9x 3.6 3.2 $1,800 5.9% 3.6x 3.3 3.1 29#10Appendix 2-Year Historical Relative Trading Multiple - TEV/LFQ EBITDA 6.5x 6.0x 5.5x 5.0x 4.5x 4.0x 3.5x 8/17/09 Montana (Unaffected-6/10/11) Montana (Current-8/16/11) RR Donnelley Deluxe Quad/Graphics Etürü 11/6/09 1/26/10 M & F Worldwide Current 8/16/11 6/10/11 5.5x 5,2x 5.5 5.2 51 5,7 4.9 5.0 3.9 5.3 4/17/10 7/7/10 RRD 1 Month 2 Months 5.4x 5.3x 3.5 5.3 5.4 55 5.1 52 4.5 4.8 Source: FactSet, Company Slings Note: LFQ theough 6/30/11. Figures adjusted for acquisitions where relevant and possible using public information EVERCORE PARTNERS 9/26/10 Average Multiple 3 Months 6 Months 5.2x 5.5 5.6 5.2 4.9 Offer Price: 5.6x 12/16/10 DLN 5.1x 5.4 56 5.4 5.1 Preliminary Draft - Confidential 1 Year 5.1x 5.2 52 5.5 53 2 Years 5.5x 3.3 52 5.6 5.3 6/13/11-Offer by MacAndrews & Forbes Holdings 3/7/11 <-QUAD 5/27/11 8/16/11#11Appendix Printing - Illustrative Valuation Metrics Company Montana: At Offer: Updated Case At Offer Financing Case At Market Updated Case At Market Financing Case Printing Dai Nippon Printing Co. Ltd. Toppan Printing Co. Ltd. R.R. Donnelley & Sons Co. Quad/Graphics Inc. Vistaprint N.V. Transcontinental Inc. Deluxe Corp. Consolidated Graphics Inc. Cenveo Inc. Standard Register Co. Price as of 8/16/2011 Source FactSet, Company filings EVERCORE PARTNERS 52Wk Market Net High Value Debt $24.00 24.00 $21.57 21.57 77% $10.65 7.47 14.81 86% $467 86% 35.36 4.24 2.85 $2,009 467 2,009 77% $420 $2,009 2,009 TEV $2,476 2,476 TEV/ Revenue 2011E Mean Median Max Min 1.40x 1.40 $2,429 2,429 1.37 71% $6,860 ($1,090) $5,770 0.29x 74% 4,806 0.37 2,499 7,305 3,734 6,598 0.62 69% 2,864 21.58 44% 1,036 1,531 2,568 0.54 27.87 51% 1,248 (237) 1,011 1.11 651 1,840 0.83 14.68 84% 1,189 21.15 75% 1,079 735 1,814 1.28 60% 391 0.53 169 560 276 1,286 1,563 61% NA 77% 83 42 125 0.19 1.38x 1.36x 1.33 2012E 2011E 2012 E 1.38x 1.36 TEV/ EBITDA 0.28x 0.36 0.61 0.56 0.92 0.78 1.26 0.50 NA NA 5.6x 5.6 5.5x 5.5 5.4x 5.1 2.8x 2.7x 4.5 4.9 3.8 6.5 46 5.1 4.2 62 23 Preliminary Draft - Confidential ($ in millions, except for per share amounts) TEV / (EBITDA-Capex) 4.3x 0.64x 0.66% 458 488 0.54x 0.58x 4.6x 1.28x 1.26% 6.5x 0.19x 0.28% 2.3x 6.3x 1.9% 2011E 5.3x 6.2x 5.0 6.2 6.3x 63 7.1x 4.3 9.5 6.0 3.5 52 6.3 9,7 4.3 5.6 4.9 5.6 3.8 7.1 6.0 NA 1.9 NA 7.0% 6.6x 9.7x 5.2x 2012E 5.9x 56 5.8x 5.5 6.8x 9.5 5.8 46 11.0 5.2 5.4 6.7 NA NA IBES LT 2011E 2012E Growth P/E 4.8x 4.8 4.3x 43 19.9 221 7.9 142 7.2 6.8 10.6 9.4 13.6 6.9% 6.2x 10.0x 4.3x ΝΑ 3.8 NA 3.4 16.1 16.0 7.1 5.5 15.0 6.5 6.7 8.9 9.3 8.3x 11.0x 22.1x 16.1x 4.6x 6.8x 5.5x NA NA 16% 50% 11% NA 18% 3% 6% 15% 13% 8% 15% 13% 50% 3% DIV Yield 0% 0% 0% 0% 3% 7% 0% 4% 5% 0% 0% 7% 90 4% 7% 0%#12Appendix Printing - Operating Metrics Company Montana: At Offer: Updated Case At Offer: Financing Case At Market: Updated Case At Market: Financing Case Printing Dai Nippon Printing Co. Ltd. Toppan Printing Co. Ltd. R.R. Donnelley & Sons Co. Quad/Graphics Inc. Vistaprint N.V. Transcontinental Inc. (CIA) Deluxe Corp. Consolidated Graphics Inc. Cenveo Inc. Standard Register Co. Source: FactSet, Company filings EVERCORE PARTNERS Preliminary Draft - Confidential ($ in millions, except for per share amounts) EBITDA Growth Revenue Growth IBES Capex as Net Debt '10A- 11E- '10A-'12E EBITDA Margin '10A- 11E-10A-'12E LT % of Revenue / 2011E '11E 12E CAGR 2011E 2012E 'HE '12E CAGR Growth 2011E 2012E EBITDA Max Min (1%) (1%) (1%) 1% 3% 1% 3% (3%) (2%) 7% 1% 2% 2% 40% (3%) 22% 21% 3% 1% 3% ΝΑ 0% 1% 4% NA NA Mean 8% 4% Median 3% 2% 40% 21% 0% 0% (1%) 0% 8% 35% 48% 10% 3% 7% ΝΑ NA 48% (1%) 25% 25% 25% 25% 10% 8% 13% 14% 17% 18% 25% 13% NA 8% 14% 13% 25% 8% 26% (7%) 27% (7%) 10% 26% 27% 4% (7%) 10% 10% (4%) 4% 8% (2%) 4% 9% 13% 6% 4% 16% 37% 15% 1% 18% 2% 8% 26% 3% 8% 13% 1% NA ΝΑ 3% NA 77% 20% 15% 13% 7% 14% 1% 4% 26% 77% 20% 8% (4%) (2%) NA 3% 1% 3% NA ΝΑ 3% ΝΑ 1% 1% 5% 22% 11% ΝΑ 18% 5% 3% 0% 6% 4% 15% NA 13% 8% 9% 4% 16% 50% 46% (0%) 15% 13% 50% 3% 2% 3% 2% 6% 6% 4% 5% 2% 2% 4% 4% 6% 6% 3% 3% 2% 2% 5% 6% NA NA NA NA 4% 4% 6% 2% 4% 6% 4.6x 4.6 4.6x 4.6 NM 1.5 2.8 2.3 NM 1.6 2.1 1.3 5.1 0.8 2.2x 1.9x 5.1x 0.8x