#1AMERICAN FREIGHT FURNITURE MATTRESS APPLIANCE FRANCHISE GROUP INC. Investor Presentation June 2021 BUDDY'S THE VITAMIN SHOPPE LIBERTYTAX HOME FURNISHINGS PET SUPPLIES PLUS#2Legal - Disclaimer Cautionary Statement Regarding Forward-Looking Statements and Information Franchise Group, Inc. is referred to herein as the "Company." This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "expect," "believe," "estimate," "plan," "project," "anticipate," "intend," "will," "may," "view," "opportunity," "potential," and other similar words. Such statements include, but are not limited to, statements about future financial and operating results, the Company's plans, objectives, estimates, expectations, and intentions, estimates and strategies for the future, including estimates or projections of revenues, income, earnings per share, capital expenditures, dividends, liquidity, capital structure, synergies, EBITDA or other financial items, descriptions of the Company's or management's plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above and other statements that are not historical facts. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward- looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, many of which are beyond the control of the Company. These risks and uncertainties include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (especially in Part I, Item 1A, Risk Factors and Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations), the Company's Quarterly Reports on Form 10-Q and in the Company's other filings with the Securities and Exchange Commission ("SEC"). There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. You understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. All of the forward-looking statements made in this presentation are expressly qualified by the cautionary statements contained or referred to herein. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. You are cautioned not to rely on the forward-looking statements contained in this presentation. Non-GAAP Financial Information: This presentation discusses EBITDA, Adjusted EBITDA and Supplemental Adjusted EBITDA which are not calculated in conformity with U.S. Generally Accepted Accounting Principles (GAAP). The Company defines and calculates Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization adjusted for certain non-core or non-operational items related to executive severance and related costs, stock-based compensation, shareholder litigation costs, corporate governance costs, prepayment penalty on early debt repayment, accrued judgements and settlements, net of estimated revenue, store closures, rebranding costs, acquisition costs, inventory fair value step up amortization. This does not give effect to supplemental information related to cost synergies and acquisition impacts. Management believes the presentation of these measures is useful to investors as supplemental measures in evaluating the aggregate performance of our operating businesses and in comparing our results from period to period because they exclude items that we do not believe are reflective of our core or ongoing operating results. These measures are used by our management to evaluate performance and make resource allocation decisions each period. Adjusted EBITDA is also the primary operating metric used in the determination of executive management's compensation. In addition, a measure similar to Adjusted EBITDA is used in the Company's credit facilities, but is calculated differently. EBITDA, Adjusted EBITDA, and Supplemental Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other income statement information prepared in accordance with GAAP and our presentation of these non-GAAP measures may not be comparable to similarly titled measures used by other companies. This presentation also contains additional information referred to herein as Supplemental Information, that is provided to reflect the estimated cost savings related to various management actions taken at our acquired businesses and other impacts of our acquisitions. Such information is included in our calculations of references to Supplemental Adjusted EBITDA. The information primarily presents the realized and unrealized cost synergies assuming such actions were taken as of January 1, 2020. The majority of the cost synergies or dis-synergies have been realized or are expected to be realized by the end of 2020. Management believes this information is useful to investors as it provides relevant information regarding the status of the Company's transformation activities and the estimated impacts during the period. Reasonable estimates were made by considering the cost reductions from contract termination charges or modifications to achieve more favorable pricing, reductions in duplicative costs upon integration and optimization activities that reduce overall spend. As these amounts are estimates and certain activities have not fully been implemented, these amounts are subject to change. Management believes that there is a reasonable basis for its estimates and they fairly present the estimated effects of management actions related to the Company's acquisitions. FRANCHISE GROUP INC. 2#3Franchise Group Overview Headquarters: Virginia Beach, Virginia Franchise Group Overview ⚫ Franchise Group, Inc. ("FRG", "we" or "us") is a growing, diversified owner and operator of franchised and franchisable businesses in resilient verticals with robust margin and cash flow characteristics • Goal of FRG is to maximize free cash flow and pay a growing and dependable dividend to shareholders • We apply operating and capital allocation philosophies and solutions to augment cash generation of the brands $ millions Subsidiaries2 Franchise Group Subsidiaries Fiscal Year End December 26, 2020 Company owned stores / Revenue Adj. EBITDA total stores¹ AMERICAN FREIGHT FURNITURE MATTRESS APPLIANCE 945.1 115.2 343/349 BUDDY'S HOME FURNISHINGS 2 97.3 26.9 45/292 1,036.0 87.0 719/719 THE VITAMIN SHOPPE • FRG remains acquisitive and seeks businesses that: - Provide market and demographic diversity and resiliency · Demonstrate superior unit level economics - Offer existing and prospective franchisees multiple brands to cluster and leverage infrastructure 1 Store count as of 12/26/2020, FFO Home stores acquired on Dec 27, 2020 2 Impact of 47 store bebe refranchising transaction only reflected in store count 3 Includes Audited Sales ending FY Jan 2, 2021 4 Liberty Tax is expected to be combined with NextPoint Acquisition Corp in Q2 2021 1 FRANCHISE GROUP INC. ΡΕΤ SUPPLIES 3 PLUS 846.0 80.0 200/519 FRG Corporate (6.0) PF FRANCHISE GROUP INC. $2,924.4 $303.1 1,307 / 1,879 4 LIBERTYTAX 122.8 37.1 204 / 2,694 3#4Investment Highlights 1 2 Diversified platform of franchised or franchisable concepts, producing asset light recurring revenue Disciplined, value-based acquisition strategy targeting superior cash flow and leading unit economics 3 Resilient throughout economic cycles and COVID-19 pandemic FRANCHISE GROUP INC. 4 Committed to a conservative financial policy and a refranchising strategy creates significant cash inflows to de-lever FRANCHISE GROUP INC. 6 5 Synergistic platform drives significant revenue and cost synergies across portfolio concepts Experienced management team with strong shareholder alignment 4#51 Diversified platform of franchised or franchisable concepts, producing asset light recurring revenue Existing Adj. EBITDA by business4 Liberty Tax 11% Pet Supplies Plus 23% Pro forma Pro forma revenue by channel³ Liberty Tax American Freight - online Buddy's Pet Supplies Plus corporate retail Pet Supplies American Freight Plus 26% 33% American Freight 37% American Freight - retail Buddy's 9% Buddy's Vitamin Shoppe 8% 25% Vitamin Shoppe 28% ■American Freight ■Vitamin Shoppe ■Buddy's Pet Supplies Plus ■Liberty Tax Pet Supplies Plus franchise royalty Pet Supplies Plus distribution Vitamin Shoppe - online Vitamin Shoppe - retail LIBERTYTAX #3 Tax service provider Market position of portfolio5 AMERICAN FREIGHT FURNITURE MATTRESS APPLIANCE THE VITAMIN SHOPPE #2 Wellness provider #1 National as-is appliance provider BUDDY'S HOME FURNISHINGS #3 Rent-to-own store ΡΕΤ SUPPLIES PLUS #3 Pet care retailer² 1 As-is appliances defined as one-of-a-kind, discontinued, obsolete, reconditioned, overstocked, scratched and dented household appliances and unbranded furniture; 2 Based on US retail location; 3 Presented for directional purposes only; 4 As of 012/26/20A LTM; 5 Management estimates FRANCHISE GROUP INC. 5#6• . Disciplined, value-based acquisition strategy targeting superior cash flow and leading unit economics Acquisition strategy targets franchised or franchisable businesses that are highly cash flow generative and support attractive and growing dividends to shareholders • • • Superior unit level economics ensuring franchise "salability" and success Franchising increases scalability, operating margins and cash flow conversion of profits Low capital expenditure requirements Acquired businesses must have strong unit-economics and typically fit into one of three categories: • ● • Multi-unit franchise businesses that can be scaled Multi-unit businesses that are predominantly corporate-owned but can re-franchised and grown through franchising Multi-unit businesses that can be restructured to maximize value to FRG Established corporate platform enables FRG to deploy capital to acquire assets that may have few natural buyers but become more valuable as part of FRG: Financial discipline • • Shared services · Purchasing efficiencies Best practices FRANCHISE GROUP INC. 6#73 Resilient throughout economic cycles and COVID-19 pandemic Same store sales growth % (Dec FYE) 11.5% 3.7% AMERICAN FREIGHT FURNITURE MATTRESS APPLIANCE 1.1% 33% of EBITDA 2007 2008 2009 8.1% 3.8% 3.1% Aaron's Buddy's 8% of EBITDA 2007 2008 2009 6.2% 6.2% 5.2% THE VITAMIN SHOPPE LIBERTYTAX ΡΕΤ SUPPLIES PLUS 2007 2008 2009 Systemwide revenue per office growth %; '000 Tax returns prepared in bubbles (Feb FYE) Data not available FY 2008 Same store sales growth % (Dec FYE) 9.7% 1,912 1,766 9.4% 1.8% FY 2009 FY 2010 7.3% 2.0% FY 2008 FY 2009 FY 2010 1 Proxy for Franchise Group Businesses; 2 PSP as of 01/02/21 FRANCHISE GROUP INC. Liberty Tax 11% of EBITDA The Vitamin Shoppe 25% of EBITDA $87.0MM FRANCHISE GROUP INC. American Freight Fiscal 2020 Adj. EBITDA² $115.2MM 0 000 $37.1MM $26.9MM Pet Supplies Plus 23% of EBITDA $80.0MM 7#8Refranchising strategy creates significant cash inflows to de-lever and encourages area development Franchising Update • • Actively evaluating refranchising and new franchising opportunities • Experienced professional staff at FRG and brand level to sell, train and support franchisees • Implementing cloud-based solutions for efficient management and growth • All brands are now available for franchising • PSP is -60% franchised today; Buddy's is ~85% Notional Refranchise • On November 11th, refranchised 47 Buddy's locations for $35 million and signed a development deal for 20 new locations $, not to scale Sale of Franchise Ongoing Revenue Stream Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 FRANCHISE GROUP INC. 8#9⑤ Synergistic platform drives significant revenue and cost synergies across portfolio concepts Disciplined Value-based Acquisitions Scalable Multi-Unit Franchisable Businesses Scalable Franchise Holding Company Franchise Marketing and Sales Expertise Operational Efficiencies Best-in-class Franchise Platform Franchisee Partners Multi-branded Platform of Desirable Multi-Unit Franchises and Franchise Best Practices Refranchisable Corporate-owned Multi-Unit Businesses Restructurable Multi-Unit Businesses Buying Scale Shareholders Sustainable Franchise Royalties and Opportunistic Franchise Sales Shared Services Target Characteristics • Consumer Facing • Asset light Operating Companies Expected to Benefit from Common Policies and Scale • Health & welfare benefit plans • Logistics, freight and shipping • . Technology and software Payroll & HR information systems Purchasing efficiencies • Strong box characteristics . O Marketing efficiencies • High product margin Consolidated corporate • Insurance • Strong cash flow accounting and finance functions Implementing operational best practices • Implementing more structured financial discipline Aggregated platform of multiple brands and increased scale provides cost of capital advantage to financing each business alone FRANCHISE GROUP INC. 9#106 ⑤ Experienced management team with strong shareholder alignment Brian Kahn CEO, President, and Director • President, Chief Executive Officer and Director of FRG • Founded and serves as investment manager of Vintage Capital Management - Value-oriented, operations-focused, private and public equity investor specializing in the consumer, aerospace and defense, and manufacturing sectors • Extensive experience as an executive, director, franchisor or franchisee, and/or equity investor in franchised and franchisable businesses, including Buddy's, Flexi Compras, Good-to-Go Wheels and Tires, Rent-a- Center, Aaron's, Papa Murphy's, Zoe's Kitchen, Vitamin Shoppe, Liberty Tax, Rentway, and Red Robin • Chief Financial Officer of FRG Eric Seeton CFO • Previously served as the SVP and CFO of API Technologies Corporation • Held senior finance roles with multiple public and private companies • Certified Public Accountant (inactive) Selected Experience VINTAGE BUDDY'S CAPITAL MANAGEMENT HOME FURNISHINGS FLEXI COMPRAS GOOD TO GO WHEELS AND TIRES RAC Aaron's Papa Murphy's TAKE BAKE PIZZA ZOËS KITCHEN FREEH MADE MEDITERRANEAN THE VITAMIN SHOPPE LIBERTY TAX RENTWAY Red Robin & apitech Johnson-Johnson ANALOG DEVICES AHEAD OF WHAT'S POSSIBLE™ P&G Andrew Kaminsky EVP and CAO • • Executive Vice President and Chief Administrative Officer of FRG Previously held executive and operating positions with Viavi Solutions Inc., Cobham plc and Aeroflex Holding Corp. • 15+ years in investment banking, including as a Managing Director at Oppenheimer & Co. Inc. and CIBC VLAVI COBHAM AEROFLEX CIBC Andrew Laurence EVP and Director • Executive Vice President of FRG • Partner of Vintage Capital since January 2010, responsible for transaction sourcing, due diligence and execution • Previous experience as an officer and director of public companies, including API Technologies and IEC Electronics PPENHEIMER & apitech IEC VINTAGE CAPITAL MANAGEMENT APPLIANCE RAC Electronics BUDDY'S HOME FURNISHINGS V LIBERTYTAX THE VITAMIN SHOPPE Todd Evans Chief Franchising Officer FRANCHISE GROUP INC. ⚫ Chief Franchising Officer of FRG • Over 20 years of experience, having previously led Franchising at uBreakiFix, Rent-A-Wheel, Rent-A-Tire and Aaron's UBREAKIFIX RENTAWHEEL RENTATIRE Aaron's 10#11Brand Overviews FRANCHISE GROUP INC. AMERICAN FREIGHT FURNITURE MATTRESS APPLIANCE • LIBERTYTAX V BUDDY'S HOME FURNISHINGS THE VITAMIN SHOPPEⓇ PET SUPPLIES PLUS. LIBERTY TAX#12Pet Supplies Plus Founded: 1988 | Headquarters: Livonia, Michigan Company description • Pet Supplies Plus is a leading US pet care franchisor with PSP store footprint • 520+ corporate and franchise stores across 34 states (58% franchised) Above-market growth over last 5 years has been enabled by PSP's differentiated in-store and online experience, strong omni-channel offering and captive distribution capabilities • Same-day delivery, BOPIS and subscription services underpins differentiated online model Offers a curated selection of premium brands, proprietary private labels and retail price parity with online players #1 pet franchisor with significant Franchised whitespace¹ Company-owned 500+ store locations 34 US states with PSP stores 3 Distribution centers 2020E PSP store footprint Franchised: 300 Company- owned: 219 Over 1,433 opportunities incremental to existing store base, plus massive independent pet franchise conversion opportunity2 Systemwide sales by category1 2020E revenue and EBITDA business mix No other franchisor has more than 110 stores in the U.S. 519 219 165 172 199 110 55 69 300 1,515 1,522 $154MM 2020E private label SSS ~25% of neighbors surveyed have used Revenue EBITDA Companion animal 13% Services & other 3% services Franchise services Corporate 3% Franchise services Corporate Dog food 34% stores 54% 12% stores 49% Cat hard goods 4% Dog hard goods 18% Cat Litter 4% Cat treats 1% Dog treats 11% O Distribution 43% Distribution 39% 1 PetPeople Betsense Hollywood ACT SUPPUKS PLUS PETSMART petco Cat food 12% ~62% of sales from high-frequency, replenishment sales Store count as of 12/31/20, excludes averages for mid-size chains (23) and independents (18); 2 Buxton Whitespace Analysis FRANCHISE GROUP INC. 12#132014 2015 2016 2017 2018 1 Penetration defined as distribution revenue divided by system wide COGS FRANCHISE GROUP INC. PSP has franchise-led growth amplified by robust capabilities As PSP's franchise base grows, revenue and profitability grows beyond royalties. and franchisee fees 1 • • • ($MM) Captive distribution is a strategic asset Acts like an added royalty stream while saving franchisees money Increased penetration from ~65% in 2019 to ~90% by 20201 Opened two forward distribution centers one in Q4 2020 and in Q1 2021 Distribution Revenue & EBITDA 23% 14'- PF20E EBITDA CAGR 2 Compelling proprietary brand offering ~8-10% higher margin than branded products; drives customer loyalty 13% Private Label Sales Percentage of Total System wide Sales 2020E Private Label Sales & Penetration 3 Robust franchise pipeline Accelerating franchise unit • openings with high buy-in rate of existing franchisees Franchise Stores Signed as of Jan. 2021 $154 $461 Long term target of 25% Existing New ■Conversions $120 penetration $104 13% $377 11% $78 11% $339 $57 $300 $43 8% 7% 186 7 71 $249 6% $211 $195 2015 $39 $32 $34 2016 2017 2018 2019 2020E Incremental Margin Enhancement (TTM June 2020) 108 $28 Franchise pipeline $22 $15 +1,774 bps 64.9% 47.1% $12 2019 2020E Branded Products Net Margin Private Label Net Margin 13#14• • • . • American Freight Founded: 1994 | Headquarters: Delaware, Ohio Company Overview Created through the combination of American Freight and Sears Outlet 2 Category-defining retailer of value furniture and appliances with more than 345 locations across 30+ states Serves as a liquidation channel for major appliance vendors Covers 128 of 210 designated market areas in the U.S. Simplified supply chain that leverages domestic manufacturers and distributors Expected to continue to gain market share in the value furniture segment as other players of scale move towards premiumization FRANCHISE GROUP INC. Well Positioned in the Value Furniture Retail Segment Nearest Competitors Continue to RH ARHAUS POTTERY BARN ETHAN ALLEN Raymour & Flanigan LA BOY HAVERTYS MATTRESSFIRM Premium Price Point sleep number. Mid-Price Point IKEA VCF VALUE CITY FURNITURE ROOMS Ashley TOGO HOMESTORE BOB'S DISCOUNT FURNITURE 18 American Freight Locations 8 13 5 2 CT RI 41 13 16 27 DE 15 2 10 6 14 11 10 12 8 9 AF Outlet Locations. 36 AF DC Locations 34 10 2 Fiscal 2020 Mix by Merchandise Category Mattresses 11% Other 10% Trend Up the Value Chain Furniture 42% BIG LOTS Appliances 37% Value Price Local Stores AMERICAN FREIGHT Local Point FURNITURE MATTRESS APPLIANCE Stores 14#15The Vitamin Shoppe Founded: 1977 | Headquarters: Secaucus, New Jersey Company Overview • Leading omni-channel specialty health and wellness supplement retailer 27 Vitamin Shoppe Locations 16 5 3 8 2 67 17 10 29 8 2 38 11 23 36 7 3 79 2 5 25 21 14 27 11 3 3 2 17 1 6 25 • . 719 locations (no mall stores, and all are currently company- operated, representing a significant refranchising opportunity) - ~14,000 SKUs from ~700 brands, including The Vitamin ShoppeⓇ, BodyTech®, True Athlete®, Mytrition®, plnt®, ProBioCare® and Next Step® brands Ongoing shift toward private label brands is expected to drive margin expansion and customer retention E-commerce sites complement in-store experience by extending product offerings Direct-to-consumer sales have grown to -20% of all sales in 2020, up from 14% of all sales in 2019 - Investments in BOPIS, Instacart and ship-from-store ~Fiscal 2020 Revenue Mix by Channel FRANCHISE GROUP INC. Direct to Consumer Sales 20% Store Sales 80% 8 54 82 15#16• Buddy's Founded: 1961 | Headquarters: Orlando, Florida Company Overview • We believe we are the 3rd largest operator of rent-to-own ("RTO") stores in North America - 292 stores (~85% franchised) - Located in 21 U.S. states and territories Highest percentage of franchised stores in the RTO industry, providing a potential path to growth without significant capital deployment - Buddy's refranchising strategy provides a "playbook" for other FRG business lines • Our 45 company-operated stores serve as a proving ground for operational initiatives • Sources products from large, well-known brands, such as Ashley Furniture, Sealy, LG, GE, Samsung, Whirlpool, Dell, and HP Total Addressable Market Consistently ~1/3 of US Population Credit Score %, Americans 850 670 66 34 34% of Americans had a FICO score below 670 in the second quarter of 2019, these consumers are in the "subprime" category Q2 2019 Source: Company Information, Fair Isaac Corporation, Experian FRANCHISE GROUP INC. 15 Buddy's Locations 9 1 2 10 11 Guam 2 15 11 9 11 21 4 83 53 ~Fiscal 2020 Revenue Mix by Merchandise Category Other Smartphones 5% 4% Computer 7% Appliances 19% Consumer Electronics 20% Furniture 45% 16#17Financial Review FRANCHISE GROUP INC. AMERICAN FREIGHT • FURNITURE MATTRESS APPLIANCE BUDDY'S HOME FURNISHINGS LIBERTYTAX THE VITAMIN SHOPPE PET SUPPLIES PLUS LIBERTY TAX#18Historical pro forma financial summary Revenue Gross Profit $MM $3,010.2 $3,047.1 $MM $2,886.1 ■ PSP² $1,267.9 $1,335.2 693.1 732.5 846.0 ■PSP $1,197.2 Buddy's 172.6 94.8 130.9 92.0 122.8 97.3 271.5 321.7 Buddy's 284.8 66.9 71.1 924.4 Liberty Tax 890.4 945.1 172.6 66.3 122.8 ■Liberty Tax 130.9 370.9 406.5 378.8 American Freight 1,125.3 1,040.4 1,036.0 ■American Freight 350.4 336.4 448.7 Vitamin Shoppe Vitamin Shoppe 2018 2019 2020 2018 2019 2020 % YoY Growth % Margin Total PSP Buddy's Liberty Tax American Freight³ Vitamin Shoppe 5.8% 16.4% 5.8% (6.2%) 6.1% (0.4%) Adjusted EBITDA $ MM PSP 2 $340.1 $MM $283.7 $258.5 80.0 % Conversion ■Buddy's 57.1 26.9 Total PSP 42.1% 41.5% 43.8% 39.2% 38.9% 38.0% Buddy's 70.5% 72.1% 73.0% Liberty Tax 100.0% 100.0% 100.0% American Freight³ 44.0% 42.5% 39.2% Vitamin Shoppe 31.1% 32.3% 43.3% Capital Expenditures and PF Free Cash Flow5 81.2% 81.7% 82.3% $284.5 17.3 59.9 37.1 Liberty Tax 31.7 15.7 $230.3 4 35.8 $211.2 American Freight 115.2 124.2 99.9 Vitamin Shoppe 87.0 63.1 54.7 ■FRG Corporate Expense (6.0) (9.7) (7.5) $53.3 $47.4 $55.6 2018 2019 2020 % Margin Total 9.4% 9.0% 11.2% 6 2018 2019 2020 PSP 8.2% 8.2% 9.5% Buddy's 18.2% 17.1% 27.6% ■Capex FCF Liberty Tax 18.3% 27.4% 30.2% American Freight³ Capex as % of 13.4% 11.2% 12.2% 1.8% 1.6% 1.8% revenue Vitamin Shoppe 5.6% 5.3% 8.4% Fiscal year ends on the last Saturday of the calendar year; 2 PSP as of 01/02/21; 3 Pro forma American Freight and Sears Outlet; 4 EBITDA includes $42MM in unrealized synergies annual in 2018 and 2019; 5 Free Cash Flow = Adjusted EBITDA - Capex; 6 AFO normalized in 2020 reporting, reducing capex $4.4MM as part of rebranding FRANCHISE GROUP INC. 18#19Capitalization ($ in millions) 28-Dec-19 26-Dec-20 27-Mar-21 Cash $ 39.6 $ 151.5 $ 164.9 Debt $ 463.6 $ 574.0 $ 1,073.1 Net Debt $ 424.0 $ 422.5 $ 908.3 Preferred Stock $ $ 31.3 $ 105.7 Common Stock (1) $ 440.4 $ 1,148.1 $ 1,373.4 Enterprise Value $ 864.4 S 1,601.9 $ 2,387.4 FRANCHISE GROUP INC. Notes: (1) Reflects market capitalization on balance sheet date (2) Proforma for expected sale of Liberty Tax and the expected repayment of $182 million of debt upon closing 20 20#20Commitment to prudent financial policy Leverage Profile Target net leverage of 2x-3x through cycles; willingness to stretch to 4x opportunistically for acquisitions that offer rapid deleveraging through refranchising or non-core asset sales • Acquisition strategy includes actions in order to maintain conservative net leverage metrics through the cycle M&A and Capital Investments Discretionary cash flow provides substantial resources for FRG to allocate capital towards highest ROI investments, including support of franchise unit growth, growing corporate units for highest cash-on-cash return profiles (American Freight), and M&A opportunities that are additive to exiting brands or new verticals • Cash plus ABL liquidity Liquidity • Significant revolver capacity to fund working capital and strategic initiatives Return of Capital Management and Governance 1 Including PSP FRANCHISE GROUP INC. . Long-term dividend payout target is 25% of EBITDA; currently paying significantly below target and will continue to balance dividend payout with growth and de-leveraging opportunities as appropriate Raised dividend rate from $1.00 to $1.50 per share • Proven track record of successful acquisition integration and backing outstanding management teams • Continue utilizing decentralized business model to promote local operational flexibility at subsidiaries, while gaining the benefits of the scale and shared expertise across subsidiaries 20 20#21Appendix FRANCHISE GROUP INC. AMERICAN FREIGHT • FURNITURE MATTRESS APPLIANCE BUDDY'S HOME FURNISHINGS LIBERTYTAX THE VITAMIN SHOPPE PET SUPPLIES PLUS#22Reconciliation of Net Income/(Loss) to Adjusted EBITDA ($ in thousands) Net income (loss) Add back: Fiscal 2020 $ 27,154 Interest expense 101,751 Income tax expense (benefit) (57,970) Depreciation and amortization charges 62,238 Total Adjustments 106,020 EBITDA 133,174 Adjustments to EBITDA Executive severance and related costs 6,360 Stock based compensation 9,484 Shareholder litigation costs 575 Corporate compliance costs 796 Prepayment penalty on early debt repayment 8,752 Accrued judgments and settlements (238) Store closures / Related costs 592 Rebranding costs 8,725 Acquistion costs 17,584 ROU Impairment 2,895 Integration/Related Costs 2,703 Inventory fair value step up amortization 36,244 Total Adjustments to EBITDA 94,474 Adjusted EBITDA Supplemental Information: Cost Synergies and Acquisition Impacts $ 227,647 Fiscal 2020 Estimated realized and unrealized cost savings Other acquisition-related compensation costs Total $ 27,798 4,640 $ 32,438 . Reflects fiscal 2020 results as filed without the impact of Pet Supplies Plus FRANCHISE GROUP INC. 22 22#23Thank you! FRANCHISE GROUP INC. AMERICAN FREIGHT • FURNITURE MATTRESS APPLIANCE BUDDY'S HOME FURNISHINGS LIBERTYTAX THE VITAMIN SHOPPE PET SUPPLIES PLUS