#1June 2020 STRENGTHEN SYNALLOY THE URGENT NEED FOR CHANGE AND THE SUPERIOR PATH FORWARD VOTE THE WHITE CARD PRIVET FUND UPG STRONGER TOGETHER#2DISCLAIMER THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THIS PRESENTATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY INTERESTS IN ANY FUND, ACCOUNT OR INVESTMENT VEHICLE MANAGED BY PRIVET FUND MANAGEMENT LLC (TOGETHER WITH ITS AFFILIATES, "PRIVET") OR UPG ENTERPRISES LLC (TOGETHER WITH ITS AFFILIATES, "UPG", AND COLLECTIVELY WITH PRIVET, THE "STOCKHOLDER GROUP" OR "WE" OR "US") AND IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF THE STOCKHOLDER GROUP, AND ARE BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SYNALLOY CORPORATION ("SYNALLOY" OR THE "COMPANY"). CERTAIN FINANCIAL INFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OR OBTAINED FROM PUBLIC FILINGS, INCLUDING FILINGS MADE BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), AND OTHER SOURCES. THE STOCKHOLDER GROUP HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY THIRD PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY, ARE ACCURATE. NO AGREEMENT, ARRANGEMENT, COMMITMENT OR UNDERSTANDING EXISTS OR SHALL BE DEEMED TO EXIST BETWEEN OR AMONG THE STOCKHOLDER GROUP AND ANY THIRD PARTY OR PARTIES BY VIRTUE OF FURNISHING THIS PRESENTATION. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS ADDRESSED IN THIS PRESENTATION ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES. YOU SHOULD BE AWARE THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. THE STOCKHOLDER GROUP SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY THIRD PARTY SEC FILING OR THIRD PARTY REPORT RELIED UPON IN GOOD FAITH BY THE STOCKHOLDER GROUP THAT IS INCORPORATED INTO THIS PRESENTATION. THERE IS NO ASSURANCE OR GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIES OF THE COMPANY WILL TRADE, AND SUCH SECURITIES MAY NOT TRADE AT PRICES THAT MAY BE IMPLIED HEREIN. THE ESTIMATES, PROJECTIONS AND PRO FORMA INFORMATION SET FORTH HEREIN ARE BASED ON ASSUMPTIONS WHICH THE STOCKHOLDER GROUP BELIEVES TO BE REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEE THAT ACTUAL RESULTS OR PERFORMANCE OF THE COMPANY WILL NOT DIFFER, AND SUCH DIFFERENCES MAY BE MATERIAL. THIS PRESENTATION DOES NOT RECOMMEND THE PURCHASE OR SALE OF ANY SECURITY. THE STOCKHOLDER GROUP RESERVES THE RIGHT TO CHANGE ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AS IT DEEMS APPROPRIATE. THE STOCKHOLDER GROUP DISCLAIMS ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN. ALL REGISTERED OR UNREGISTERED SERVICE MARKS, TRADEMARKS AND TRADE NAMES REFERRED TO IN THIS PRESENTATION ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS, AND THE STOCKHOLDER GROUP'S USE HEREIN DOES NOT IMPLY AN AFFILIATION WITH, OR ENDORSEMENT BY, THE OWNERS OF THESE SERVICE MARKS, TRADEMARKS AND TRADE NAMES. UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY. PRIVET FUND UPG STRONGER TOGETHER 2#3TABLE OF CONTENTS 01. Executive Summary 04. Our Plan to Strengthen Synalloy 02. Meaningful Change is Required at Synalloy 05. Conclusion: UPG and Privet are the Right Catalysts for a Stronger Synalloy 03. Our Slate of Nominees and Proposed Interim CEO 06. Nominee Biographies and Appendix#401. EXECUTIVE SUMMARY#5A BUSINESS AND FINANCIAL OVERVIEW OF SYNALLOY CORPORATION (NASDAQ: SYNL) Metals Segment American Stainless Tubing Synalloy has very attractive assets in the metals and chemicals segments, leading us to believe the right leadership can unlock tremendous value for stockholders ■ ■ ■ ■ BRISMET American Stainless Tubing ("ASTI") is a leading manufacturer of high-end ornamental stainless steel tubing Bristol Metals ("BRISMET") is the largest domestic manufacturer of welded pipe from stainless steel and other nickel alloys Specialty Pipe and Tube ("Specialty") is a leading distributor of large diameter, heavy wall seamless pipe and tubing Chemicals Segment Palmer of Texas Palmer of Texas ("Palmer") manufactures fiberglass and steel liquid storage tanks and separation equipment Manufacturers SPECIALTY Pipe & Tube PRIVET FUND CRItolling Manufacturers Chemicals ("MC") manufactures lubricants, surfactants, defoamers, reaction intermediaries and sulfated fats and oils for direct sales and is a low-cost regional contract manufacturer Chemicals CRI Tolling ("CRI") is a high-quality toll manufacturer that provides outsourced manufacturing resources to large global chemical companies and medium size chemical companies within focused market segments UPG STRONGER TOGETHER 1. For the period ended 12/31/19 Company Snapshot ¹ Headquarters Employees Financial Snapshot Share Price (per share) Shares Outstanding Market Capitalization Add: Debt Less: Cash & Cash Eq. Enterprise Value $20.00 $18.00 $16.00 $14.00 $12.00 $10.00 LTM Revenue LTM Adj. EBITDA One-Year Share Price Performance 12/31/2018 изими 01. 02. 03. 04. 05. Executive Summary 3/31/2019 6/30/2019 Share price declined 21.8% in 2019 doming Richmond, VA -600 9/30/2019 ($ in millions) 12.91 9.0 116.7 75.6 (0.6) 191.7 305.2 13.5 $12.91 12/31/2019 51#6UPG AND PRIVET ARE MAJOR STOCKHOLDERS OF SYNALLOY PRIVET FUND UPG STRONGER TOGETHER UPG STRONGER TOGETHER PRIVET FUND ■ I ■ 01. 02. 03. 04. 05. Executive Summary UPG and Privet invested in Synalloy because their independent analyses led to a shared conclusion: the Company's high-quality operating assets should be the foundation of long-term value creation UPG and Privet, which collectively own nearly 25% of Synalloy's outstanding common stock, are fully aligned with fellow stockholders. UPG is a manufacturing industry operator that applies operating expertise and elite resources to help industrial businesses grow Privet is a research-driven investment firm that seeks to drive governance and strategy improvements at the companies it invests in UPG and Privet bring expertise, insight and resources that can help accelerate the leadership and strategy enhancements urgently needed at Synalloy 6#7UPG IS A TOP MANUFACTURING SECTOR OPERATOR PRIVET FUND UPG STRONGER TOGETHER UPG STRONGER TOGETHER I ■ 01. 02. 03. 04. 05. Executive Summary Founded by Chris Hutter and Paul Douglass in 2014, UPG is a hands-on, roll-up-your-sleeves operator of diversified industrial companies The leadership of Chris Hutter has helped UPG reach $725 million in annual revenue (~2.5x Synalloy's revenue) in under a decade The company has world-class capabilities across the metals, manufacturing, distribution and logistics segments It also periodically invests in underperforming and undervalued public companies The UPG organization prides itself on combining the integrity of a family-owned business with innovation and entrepreneurialism UPG's portfolio is anchored by operational excellence and a top supply chain network - which Synalloy can benefit from while remaining a stand-alone public company 7#8MR. HUTTER BUILT UPG INTO THE COMPANY THAT MR. BRAM WISHES SYNALLOY HAD BECOME PRIVET FUND UPG STRONGER TOGETHER UPG STRONGER TOGETHER ■ I - 01. 02. 03. 04. 05. Chris Hutter has driven strong growth, operational excellence and a top supply chain network at UPG, which has a diverse, high-margin footprint: Executive Summary - Operates 8 manufacturing businesses Exceeds $725 million in annual revenue, which was achieved in only five years UPG possesses a robust distribution network: Maintains more than 3 million square feet of warehouse space Has a fleet of 200+ available trucks Boasts 18 production facilities UPG has world-class capabilities, as evidenced by: Processing 1 million tons of flat roll and long products annually Taking Morton/Metalex from on-time delivery of 68% pre-acquisition to a 98% rate Growing Lamination Specialties to 300K+ square feet of efficient manufacturing space 8#9PRIVET IS A HANDS-ON INVESTMENT FIRM WITH A TRACK RECORD OF INTEGRITY AND SUCCESS PRIVET FUND UPG STRONGER TOGETHER PRIVET FUND I ■ 01. 02. 03. 04. 05. Executive Summary Privet's investments are highly selective and rooted in intensive industry research ▪ The firm has a strong 13-year track record of investing in companies in which it sees intrinsic value and opportunities to partner with leadership to drive improvements Corporate governance expertise Capital allocation acumen Strategy development experience Privet has extensive experience investing in the industrials sector and brings: The principals at Privet have served on a combined 14 public company boards Privet is a long-term investor in Synalloy (four years and counting) and plans to remain a large stockholder for many years to come 9#10PRIVET IS A PROVEN STOCKHOLDER CHAMPION PRIVET FUND UPG STRONGER TOGETHER PRIVET FUND - 01. 02. 03. 04. 05. Executive Summary Privet has a track record of successfully creating value for stockholders and stakeholders Privet principals have served as independent board members at: - Great Lakes Dredge and Dock Company (NASDAQ: GLDD): Shares appreciated 153% over three-year investment period and 110% since gaining board representation StarTek (NYSE: SRT): Shares appreciated 78% over eight-year investment period and 30% since gaining board representation Hardinge (NASDAQ: HDNG): Shares appreciated 45% over three-year investment period and 86% since gaining board representation Privet fought for stockholders' rights against an unfair, potentially conflicted acquisition proposal at: J. Alexander's Holdings (NYSE: JAX): Shares rose 147% over 18-month investment period (142% since nominating director candidates) prior to the company selling itself and Privet advocating for a higher price Privet will work tirelessly to create value for ALL STOCKHOLDERS at Synalloy 10#11PRIVET IS A LONG-TERM SYNALLOY STOCKHOLDER AND PLANS TO REMAIN ONE FOR YEARS TO COME PRIVET FUND Privet has attempted to engage constructively with Synalloy over the course of its multi-year investment UPG STRONGER TOGETHER 2015-2018 September 2015: Privet takes stake in Synalloy September 2016: Privet files 13D showing 7.5% stake March 2017: Privet has meeting with management and files 13D/A showing 10.9% stake November 2018: Privet has meeting with management and two Board members 2019 April 2019: Privet publicly offers to acquire Synalloy at $20/share in all cash transaction May 2019: Synalloy rejects offer May 2019: Synalloy cuts its 2019 Adjusted EBITDA guidance by 27% August 2019: Privet publicly offers $18.50/share after guidance reduction August 2019: Synalloy rejects offer November 2019: Privet requests two Board seats, but Synalloy rejects offer and issues unreasonable counter 01. 02. 03. 04. 05. 2020 Executive Summary March 2020: Privet and UPG form the Stockholder Group March 2020; Privet and UPG nominate five director candidates March 2020; Privet and UPG reject Synalloy's offer to add two directors unaffiliated with our firms under a punitive two-year standstill April 2020: Synalloy announces it will review strategic alternatives and a sale post-pandemic May 2020: Synalloy contradicts itself by telling stockholders it has a proven "strategic plan" 11#12STOCKHOLDERS CAN TRUST THAT PRIVET AND UPG WILL ALWAYS PUT STOCKHOLDER INTERESTS FIRST We will continue to be open and transparent with stockholders about all of the facts pertaining to Privet, UPG and our plan to transform Synalloy into a growing public company that thrives for many years to come UPG and Privet have no current or future plans to take Synalloy private or orchestrate a sale KEY FACTS ✓UPG and Privet have no financial relationship outside of being members of the Stockholder Group to invest in Synalloy ✓ UPG and Privet have completely disclosed all of the facts surrounding their history and involvement with Synalloy ✓ UPG does not compete with Synalloy in any category or vertical ✓ Privet sought to avoid a proxy fight by engaging with Synalloy in late 2019 about obtaining two seats on the Board - but was rebuffed PRIVET FUND UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Executive Summary CORE COMMITMENTS ✓ Chris Hutter will devote 100% of his professional time to Synalloy if he becomes interim CEO For all outsourcing initiatives contemplated in our plan, we commit to running competitive RFP processes and retaining the lowest-cost, highest- quality service providers ✓ Our nominees commit to establishing an audit committee comprised entirely of independent directors to negotiate and approve any related party transactions ✓ If elected to the Board, Chris Hutter plans to recuse himself from any boardroom discussions and decision-making pertaining to Synalloy's potential use of UPG's resources 12#13OUR GROUP'S VISION IS CLEAR: CREATE VALUE FOR SYNALLOY STOCKHOLDERS Privet and UPG have one clear goal: to improve the value of Synalloy and create significant share price appreciation High-Quality + Assets PRIVET FUND Experienced and Qualified Leadership UPG STRONGER TOGETHER 01. 02. 03. 04. 05. High-Quality Assets Executive Summary Synalloy Share Price Appreciation Experienced and Qualified Leadership We strongly believe that our Board candidates will implement a comprehensive strategy to realize the significant value potential at Synalloy High Quality Assets 13#14SYNALLOY'S DRAMATIC UNDERPERFORMANCE HAS CREATED A LOST DECADE FOR STOCKHOLDERS 350.0% Synalloy has underperformed its peers and all relevant indices over every relevant time horizon during Craig Bram's tenure despite operating during a period of tremendous economic growth 300.0% 250.0% 200.0% 150.0% 100.0% 50.0% 0.0% (50.0%) 12/31/2011 PRIVET FUND UPG STRONGER TOGETHER 12/31/2012 Total Stockholder Return Since Craig Bram Became CEO 12/31/2013 SYNL 12/31/2014 12/31/2015 12/31/2016 NASDAQ 100 Non-Financial Russell 2000 12/31/2017 01. 02. 03. 04. 05. Executive Summary Zer 1. Note: Performance as of 12/31/2019, prior to UPG and Privet's meaningful share accumulation and the global market turmoil caused by the COVID-19 coronavirus, adjusted for dividends 12/31/2018 322.1% 142.2% 28.7% 12/31/2019 14#15THE CASE FOR WHOLESALE CHANGE AT SYNALLOY IS CLEAR PRIVET FUND The Board has a track record of abysmal decision-making, poor oversight, shoddy governance and sustained financial underperformance Presiding over an extended period of dismal stockholder returns Hiring and retaining a CEO - Mr. Bram - without any prior industry or corporate leadership experience 01. 02. 03. 04. 05. Executive Summary Rewarding Mr. Bram with ~$1 million in average annual compensation despite consistently poor results Endorsing debt-fueled acquisitions and capital expenditures that led to no material earnings growth Repeatedly missing publicly-stated financial guidance leading to an erosion of credibility Permitting corporate expenses to balloon as resources were wasted on purchases such as a private jet Allowing leverage to reach dangerously high levels as the economic cycle clearly entered a late stage UPG STRONGER TOGETHER Opting to conceal information related to the incumbent directors' prior relationships Misleading stockholders about having a "strategic plan" after not releasing a strategy for years and hastily announcing a future, hypothetical sale of the Company 15#16SYNALLOY BY THE NUMBERS: CURRENT LEADERSHIP HAS FAILED STOCKHOLDERS Staggering Long-Term Share Price Underperformance of 293% Since Mr. Bram took over as CEO in 2011, Synalloy has underperformed the NASDAQ 100 Non-Financial Index by 293%. Synalloy has also underperformed peers, and relevant indices, over every other relevant time horizon thereafter. PRIVET FUND $164 Million in Reckless Spending on Acquisitions and CapEx During Bram Tenure This is an unacceptable level of spending for a company with a sub- $100 million market capitalization and no enduring growth. Acquisitions and capital expenditures have not driven material income growth or value creation for stockholders. Excessive Corporate Costs of $8.4 Million in 2019 Corporate costs have ballooned and remained exceedingly high since Mr. Bram moved the Company's headquarters to Richmond, Virginia (275+ miles from any Synalloy manufacturing facility). Spending is up 442%, from only $1.5 million prior to his arrival. UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Executive Summary Dangerously High Leverage of 6.8x LTM Adjusted EBITDA High leverage has put Synalloy in a precarious financial position and at risk of tripping loan covenants. Wasteful spending and the inability to grow earnings has led to a massive amount of leverage and a deteriorating credit profile. Wasted $26 Million+ in Cumulative Cash Throughout Recent Years Poor inventory management and commodity price speculation has resulted in losses nearing 30% of Synalloy's market capitalization. We believe Mr. Bram's mismanagement is to blame, but the Board has rewarded him with nearly $1 million in average yearly compensation. Missed Guidance by an Egregious 60% in 2019 Management's lack of understanding of Synalloy's businesses and their capabilities has not only led to poor strategic decision- making, but also a track record of guidance misses. Synalloy has missed stated public guidance in four of the past five years. 16#17SYNALLOY'S DANGEROUSLY HIGH DEBT REINFORCES OUR CASE FOR URGENT CHANGE ▪ Mr. Bram's growth through acquisition strategy was fueled with debt We are very concerned that Synalloy could breach covenants if current leadership maintains its pattern of deteriorating financial performance and reckless spending H ■ Unfortunately, acquired businesses have failed to meet financial expectations All Synalloy stakeholders are now in the perilous position of hoping the Company can meet its future obligations Synalloy's debt balance before current leadership took over was only $0.2 million compared to $77.7 million as of March 31, 2020, or 6.8x LTM Adj. EBITDA PRIVET FUND Synalloy has yet to articulate its approach to reducing debt and maintaining solvency during these turbulent times UPG STRONGER TOGETHER 1. Source: Company filings 1.2x 3.6x 2.3x 2011A 2012A 2013A Ballooning Leverage 2.3x 4.2x 01. 02. 03. 04. 05. 2.1x Executive Summary 2.2x 5.6x 6.8x 1.4x il 2014A 2015A 2016A 2017A 2018A 2019A LTM 17#18SYNALLOY IS AT AN IMPORTANT INFLECTION POINT The Company's current Board and management team have underperformed across every objective measure over the past decade I PRIVET FUND I The Problem Track record of destroying value Capital spending with no demonstrable return in stockholder value I ▪ Operational mismanagement with margins significantly below peers Costs ballooning even after acquisitions increase scale ▪ Ineffective Board oversight results in wasteful spending, such as a stake in a corporate jet UPG STRONGER TOGETHER ■ ■ Our Solution We believe we have a path to stockholder value creation ■ 01. 02. 03. 04. 05. Executive Summary Upgrade the Company's leadership by installing proven operator Chris Hutter as interim CEO enhancements Prioritize immediate strategic revenue opportunities Pursue operationally-focused gross profit Instill culture of alignment and accountability Remove non-economic and wasteful SG&A spending We do not believe the current Board, which hired an unqualified CEO and does not possess relevant skills, can turn around Synalloy and create value for stockholders 18#19OUR SOLUTION: AN EXCEPTIONAL SLATE OF DIRECTOR NOMINEES WITH THE RIGHT EXPERTISE PRIVET FUND Each individual on our five-member slate was carefully chosen because he or she possesses unique perspectives and skills that can help transform Synalloy from a poor performer to a world-class organization ANDEE HARRIS Ms. Harris is CEO of Franklin Heritage, a private equity firm investing in cutting- edge tech and manufacturing companies, which she founded after serving as CEO of High Ground Enterprise Solutions and leading people analytics and performance management at top software firms. CHRISTOPHER HUTTER Mr. Hutter is the Co-Founder and Manager of UPG, a proven and successful high- growth operator of eight top industrial companies across metals, manufacturing, distribution and logistics verticals. UPG has grown to more than $725 million in annual revenue since its founding in 2014. UPG STRONGER TOGETHER ALDO MAZZAFERRO Mr. Mazzaferro is Managing Partner at Mazzaferro Research, a steel industry research boutique that he founded in 2017 after spending decades as a top metals analyst and industry executive at premier institutions, such as Macquarie Capital and Goldman Sachs. BENJAMIN ROSENZWEIG Mr. Rosenzweig is a partner at Privet, Synalloy's largest stockholder, and has a strong track record as an investor in the industrials space. He also possesses extensive experience serving as a public and private company director across the business-to-business sectors. 01. 02. 03. 04. 05. JOHN P. SCHAUERMAN Mr. Schauerman most recently served as EVP of Corporate Development at Primoris Services Corporation (NASDAQ: PRIM), a specialty construction and infrastructure company. He also has deep executive and board service experience across a range of successful industrial businesses. Executive Summary Proven Expertise Industrial operations and executional excellence ✓ Manufacturing of steels and metals ✓ Effective marketing and branding ✓ Identifying operational efficiencies Supply chain management Materials and commodity management ✓ Cost cutting and optimizing balance sheets ✓ Effective capital allocation Strategic planning Corporate governance and creating stockholder value ✓ Building a strong corporate culture 19#20OUR PLAN: A THREE-PRONGED STRATEGY FOR UNLOCKING UP TO ~$25 PER SHARE IN THE NEAR- TERM Utilize extensive experience to drive cross-selling opportunities across metals business units Implement targeted sales tactics within the Chemicals Segment to increase volume and utilization Pursue Operationally-Focused Gross Profit Enhancements - Synalloy has tremendous potential under new leadership with a fresh plan Plan Overview Projected Value Creation Stemming From Plan Execution ✓ Prioritize Immediate Strategic $ in millions Revenue Opportunities Unlock supply chain savings under coordinated logistics strategy Improve inventory management Realize manufacturing efficiencies Restructure plant-level accounting policies and incentive compensation Remove Non-Economic and Wasteful SG&A Spending Eliminate non-essential, discretionary spending Work to improve and consolidate back office functions Reduce bureaucracy and enhance culture of data-driven decision making PRIVET FUND UPG STRONGER TOGETHER $13.5 2019 Reported Adj. EBITDA 2019 PF Adj. EBITDA Market Multiple ¹¹ [1] Enterprise Value (-) Net Debt Revenue Opportunity $3.2 Equity Value Shares Outstanding I Potential Share Price I | I I I I I I $19.9 COGS Opportunity I 01. $6.8 Executive Summary 02. 03. 04. 05. SG&A Opportunity 1. Note: 7.0x is the current median market valuation of the Company's closest direct peer group. This group consists of WOR, USAP, ZEUS, IIIN, NWPX, RYI, HWKN, VNTR, TREC, and NGVT $43.4 2019 Pro-Forma Adj. EBITDA $43.4 million 7.0x $303.8 million ($77.7 million) $226.1 million 9.1 million $24.961 20#21SUMMARY OF OUR DETAILED TRANSITION PLAN In the first 10 weeks, we intend to quickly stabilize the business while analyzing opportunities to build a more sustainable operational foundation PRIVET FUND ▪ As we continue to test and monitor changes, our focus will shift to selecting a new CEO and constructing a leadership team able to scale in-process initiatives and improve the culture, results and pride of the organization $ in millions Revenue COGS SG&A UPG STRONGER TOGETHER Metals Partnership Revenue Chemicals Capacity Utilization Supply Chain Savings Inventory Management Manufacturing Efficiency Corporate Overhead Manufacturing Support EBITDA Opportunity $3.3 $2.6 $0.7 $19.9 $2.6 $5.8 $11.5 $6.8 $4.4 $2.4 1 2 3 4 5 6 7 8 01. 02. 03. 04. 05. Week Executive Summary = Assess capabilities and develop detailed workstreams = Execute implementation plan 9 10 11 12 13 14 15 16 17 18 19 20 21#22TRANSITION PLAN: STRATEGIC REVENUE OPPORTUNITIES $ in millions Metals Partnership Revenue Review Customer Spend by Product, Region, Customer Compare Customer Lists For Cross-Selling Ops Share Tubing RFQ's Integrated Business Model - Key Account Plans Prospecting Opportunities Identified Develop Enhanced Marketing Programs By Product Identify Expanded Stocking Locations UPG OPCO's Purchase and Stock Pipe and Tube Mechanical Tubing Furniture Opportunities Stainless Tubing Sales Expansion into UPG Foodservice Customer Base Offer Expanded Fabrication Services via Palm er Chemicals Capacity Utilization PRIVET FUND Review Transaction Data From Top 10 Customers Analyze Contract Terms Study Marketing Effectiveness Sales Force Analysis (Product vs. Region) Exam ine Revenue Mix (Toll vs. Product) Assess Current Partnerships Scrutinize Incentive Structure of Sales Resources. Re-Evaluate Pricing Strategy Through Costing Analysis Shift Sales Resources To Market-Based Approach Focus Organization on Pursuing Toll Manufacturing Define, Narrow and Pursue Specialized Focus For Each of Manufacturers and CRI UPG STRONGER TOGETHER EBITDA Opportunity $2.6 $0.7 1 2 3 4 5 6 7 8 Week 10 11 01. 02. 03. 04. 05. Executive Summary 12 13 14 15 16 17 18 19 20 22#23TRANSITION PLAN: OPERATIONALLY-FOCUSED GROSS PROFIT IMPROVEMENTS $ in millions Supply Chain Savings Forecasting Improvement Plan PRIVET FUND Review MRO/PO Processes Transportation and Route Modeling Consumable Inventory Reduction Processes Equipment Lease Cost vs. Ownership Review Supplier Workshops Initiated Working Capital and Vendor Payment Terms Guidelines Freight Lane Optimization Develop KPI's and Dashboard Metrics Vendor Rebate and Volume Discount Results Inventory Management Focus Group Session Guidelines SKU and Scrap Scorecard Analysis True Raw, WIP, and FG Segmentation Analysis Analyze Prior Failures on Hedging and Im plement New Strategy Vendor and Mill "Leave Behind" Review. Local/Regional/National/Global Input Review Pilot Structure and Current Processes Minimize Total Landed Cost VMI Implementation with Key OEM Customers Create a TCO (Total Cost of Ownership) for SPT UPG STRONGER TOGETHER EBITDA Opportunity $2.6 $5.8 1 2 3 4 5 6 7 8 Week 01. 02. 03. 04. 05. Executive Summary 9 10 11 12 13 14 15 16 17 18 19 20 23#24TRANSITION PLAN: OPERATIONALLY-FOCUSED GROSS PROFIT IMPROVEMENTS (CONT.) $ in millions Manufacturing Efficiency PRIVET FUND Analysis of Profitability by SKU Value-Stream Mapping and Yield Loss Analysis Performance Scorecards and Forecast Model Implementation Develop Capabilities Heat Map Diagnostic Review of Current Processes (i.e. Setup and Changeover Times) Identify Quick Wins within Current System Limitations Fact-based Analysis of Equipment Utilization Design Production Processing Architecture Develop Operations Playbook and Production Planning Tools Application of OEE Schedule Optimization (i.e. Line Speeds, Capacities, Capabilities) Capture Value Identified in Diagnostic Review UPG STRONGER TOGETHER EBITDA Opportunity $11.5 1 2 3 4 5 6 7 8 Week 01. 02. 03. 04. 05. Executive Summary 9 10 11 12 13 14 15 16 17 18 19 20 24#25TRANSITION PLAN: REDUCE LOW-RETURNING SG&A SPEND $ in millions Corporate Overhead Review Key HR Employee Contracts/Agreements Evaluate Organizational Structure and Reporting Relationships Identify Actual Need of Corporate Services Sell Private Plane and Eliminate Ongoing Cost of Ownership Measure Current Services to Subsidiary Needs Create a Challenge Group for Corporate Needs vs. Wants Sourcing Review and Bid of ERP and IT Services Competitive Bid Treasury, Debt, Legal, Audit, PR and Banking Services Drive a High Performance Culture and Implement Results Based Compensation Implement Co-op based Insurance Structure. Manufacturing Support PRIVET FUND Initial Packaging and Conversion Cost Objective Analysis Facility Maintenance Plan and Cost Review Focus on Delivering Transparent Data Above Everything Cross-Functional Communication Improvement (Finance vs. Plant) Internal Customer Service Improvement (i.e. Cost Avoidance) Purchasing Integration Team Identified Implement Utility and RET Hedge and Appeal Process Elim in ate Mismatched Plant-Level Incentive System MRO Global Contract for Services Launch Communications Plan UPG STRONGER TOGETHER EBITDA Opportunity $4.4 $2.4 1 2 3 4 5 6 7 8 9 Week 10 11 01. 02. 03. 04. 05. Executive Summary 12 13 14 15 16 17 18 19 20 25#26OUR PLAN TAKES INTO ACCOUNT THE COVID-19 PANDEMIC AND EXTERNAL RISKS ▪ Chris Hutter quickly implemented a multi-faceted plan for UPG's operations at the outset of the COVID-19 outbreak - one that he can implement immediately at Synalloy Our plan will draw on our slate's proven experience managing the crisis to mitigate the impact of the pandemic on Synalloy's operations ■ Synalloy and its stockholders can leverage the following under Mr. Hutter's leadership as interim CEO: Specific guidelines and protocols to ensure safety standards for employees Contingency plans for Synalloy's operations, should an outbreak occur on-site A "war room" for all of Synalloy's operations, enabling centralized management to monitor real-time data around orders and productivity PRIVET FUND Scrutiny of KPIs in comparison to other entities so that potential operational or market issues are immediately identified Remediation plans that are formulated and implemented to boost productivity and performance 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Executive Summary As interim CEO, Mr. Hutter has a proven plan to put Synalloy and its stockholders in a strong position to weather this period of turmoil 26#27THE CURRENT CRISIS SHOULD NOT SERVE AS A "FREE PASS" FOR THE INCUMBENT BOARD ■ This is the same Board that could not drive results and effectively manage Synalloy during the past decade of tremendous economic expansion ■ 01. 02. 03. 04. 05. The incumbent Board and management team have left Synalloy completely over-levered and on the brink of defaulting on its debts Executive Summary In our view, the current economic situation only reinforces the need for stockholder intervention before it is too late The incumbent Board has not made public a credible plan to proactively manage the Company amidst this crisis PRIVET FUND UPG STRONGER TOGETHER We are very concerned that, if our nominees are not able to immediately correct the problems at Synalloy, the Company's equity value may never recover under the unqualified current Board and management team Our nominees and proposed interim CEO have a specific and deliberate operational plan that can halt Synalloy's downward spiral, even in the current market environment Why should stockholders have any confidence that the same individuals - who failed them for a decade - can lead Synalloy through uncharted waters? 27#28THE INCUMBENT BOARD DOES NOT EVEN KNOW IF IT SHOULD RUN THE COMPANY OR SELL IT X Under either scenario, Synalloy's current leadership has not shown the ability over the past decade to execute value-creating initiatives for stockholders X X X Synalloy's "Strategy" Lacks Credibility and is Contradictory PRIVET FUND Management has overseen years of repeated underperformance, colossal guidance misses in four of the previous five years and just reported a Q1 decline in Adjusted EBITDA of 45% compared to last year Management has superficially criticized our plan, while saying that it is "already executing" our ideas as part of its "proven plan" Only after our nominations this year did management inexplicably decide to commit to a hypothetical, conditional future process to sell Synalloy But less than a year ago, management rejected a bona fide offer at a price that was more than 100% higher than the current market price X UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Executive Summary X The Results Speak for Themselves Management has had nine years to execute on its stated strategy and has failed under every conceivable measure X The incumbents have shown a willingness to spend money on executive compensation and per while turning a blind eye to declini operational results and stockholder value destruction X The incumbent Board has absolutely no record of accomplishment and cannot point to anything it has done to create enduring value Synalloy's current leadership has indisputably failed stockholders as a steward of our capital, yet they are now asking us to "double down" on a losing hand We believe the incumbent Board and management are not capable of pushing the business out of the ditch they drove it into 28#2902. MEANINGFUL CHANGE IS REQUIRED AT SYNALLOY#30SYNALLOY LEADERSHIP CANNOT RUN AWAY FROM ITS POOR PERFORMANCE PRIVET FUND UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy "You are what your record says you are" - Bill Parcells Two-time Super Bowl winning coach 30#31THE CASE FOR CHANGE AT SYNALLOY STEMS FROM COUNTLESS FAILINGS CHRONIC UNDER- PERFORMANCE MISERABLE OPERATIONAL EXECUTION APPALLING MISMANAGEMENT BROKEN GOVERNANCE & CULTURE PRIVET FUND UPG STRONGER TOGETHER X X X 01. 02. 03. 04. 05. X Adjusted EBITDA margin has fallen from 5.1% in 2011 to only 4.4% in 2019 X Corporate costs have ballooned to a staggering $8.4 million in 2019, up 442% from only $1.5 million prior to Craig Bram's arrival X Meaningful Change is Required at Synalloy 293% share price underperformance vs. the NASDAQ 100 Non-Financial since Craig Bram was appointed CEO in 2011 X The Company has lost over $26 million from inventory pricing, almost 30% of its market cap X 113% share price underperformance vs. the Russell 2000 since Craig Bram was appointed CEO 44% share price underperformance vs. direct peer group over the past five years X $164 million spent on acquisitions and capital expenditures since 2011 vs. a sub $100 million market cap X Using stockholder capital to purchase an interest in a corporate jet X Missing stated public guidance in four of past five years, including by over 60% in 2019 A Board with no demonstrable chemicals or metals leadership experience A CEO with no industry, public company or even large organizational leadership experience -293% Return Relative to the NASDAQ 100 Non-Financial since Jan. 2011 1. Note: Stock performance calculated as of 12/31/2019 2. Source: Company filings Excessive CEO pay averaging $1 million/year that strips out cash losses from bonus calculation 6.8x Leverage Ballooning debt and potential covenant breaches I I 31#32MANAGEMENT AND THE BOARD HAVE DESTROYED STOCKHOLDER VALUE 350.0% Synalloy's stock has materially underperformed the broader equity markets over CEO Craig Bram's tenure Total Stockholder Return Since Craig Bram Became CEO 300.0% 250.0% 200.0% 150.0% 100.0% 50.0% 0.0% (50.0%) 01/24/2011 PRIVET FUND 12/31/2012 UPG STRONGER TOGETHER 12/31/2013 -SYNL 12/31/2014 12/31/2015 -Russell 2000 1. Note: Stock performance calculated as of 12/31/2019 12/31/2016 NASDAQ 100 Non-Financial 12/31/2017 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy Ver 322.1% 12/31/2018 142.2% Mama Over 100% underperformance compared to the Russell 2000, and that was before the uncertainty created by the coronavirus 28.7% 12/31/2019 32#33SYNALLOY'S STOCK PRICE PERFORMANCE SIGNIFICANTLY LAGS PEER GROUPS PRIVET FUND We firmly believe that Synalloy's drastic underperformance, during a period of historic economic growth and equity market appreciation, can be attributed directly to Mr. Bram's inability to oversee the execution of a viable strategy and the Board's failure to hold him accountable (57.2%) One Year (43.2%) One Year Over/(Underperformance) vs. NASDAQ 100 Non-Financial UPG STRONGER TOGETHER (140.9%) Over/(Underperformance) vs. Russell 2000 Five Year (71.3%) (293.4%) Since Craig Bram Became CEO Five Year (113.5%) Since Craig Bram Became CEO 1. Note: All performance periods ended 12/31/19 (31.7%) Over/(Underperformance) vs. Proxy Group One Year (31.4%) (41.6%) Five Year One Year 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy (44.5%) Over/(Underperformance) vs. Closest Direct Peers Five Year (28.9%) Since Craig Bram Became CEO (25.4%) Since Craig Bram Became CEO 33#34THE BOARD HAS FAILED TO CREATE LONG-TERM VALUE PRIVET FUND Synalloy's incumbent Board has presided over dismal relative Total Stockholder Return Murray Wright (Since Apr. 2001) (562.8%) UPG STRONGER TOGETHER Henry Guy (Since Aug. 2011) (21.9%) James Terry (Since Aug. 2011) (21.9%) Anthony Callander (Since Apr. 2012) 1. Note: All performance periods ended 12/31/19 (38.6%) Amy Michtich (Since Apr. 2014) (27.8%) 01. 02. 03. 04. 05. Susan Gayner (Since May 2016) 29.3% Meaningful Change is Required at Synalloy Relative Over/(Underperformance) vs. Closest Direct Peers Jeffrey Kaczka (Since May 2019) (37.0%) 34#35CEO CRAIG BRAM HAS FAILED TO DELIVER TANGIBLE RESULTS DURING HIS LONG TENURE AT SYNALLOY Before Mr. Bram took over in 2011, the Company, though smaller, was managed much more efficiently and generated real income for stockholders PRIVET FUND Category UPG STRONGER TOGETHER Revenue SG&A SG&A Margin Net Income Net Income Margin CEO Compensation Average 2006-2010 1. Source: Company filings $141.8 million $9.4 million 6.6% $5.6 million 3.9% $479,200 Average 2011-2019 $200.3 million $20.6 million 10.3% $1.8 million 0.9% 01. 02. 03. 04. 05. $965,900 When comparing Synalloy's results over the last decade, which may go down as one of the largest economic expansions of all time, against the prior five year period that includes the "Great Recession," it is ASTOUNDING that Mr. Bram has produced SO LITTLE for stockholders while earning more than double the compensation of the Company's previous CEO Meaningful Change is Required at Synalloy 35#36CEO CRAIG BRAM HAS UNEQUIVOCALLY FAILED TO DELIVER ON HIS STATED LONG-TERM STRATEGY $ in millions In a public letter, Mr. Bram discussed his strategy for Synalloy upon his appointment as President and CEO in January 2011 $500 PRIVET FUND Goal January 2011 Revenue UPG STRONGER TOGETHER $305 12/31/2019 10 Years Later... Complete Failure "We determined that at a minimum, Synalloy should set a goal of $500 million in annual revenue and $60 million in EBITDA. We believed that by achieving this goal, our market cap could exceed $400 million" $60 EBITDA Goal January 2011 $13 12/31/2019 1. Source: January 2015 letter to Eastern Corp, filed in 8-K on January 9, 2015 01. $400 02. 03. 04. 05. Meaningful Change is Required at Synalloy Goal January 2011 Market Cap $117 12/31/2019 36#37THE COMPANY IS IN A WORSE POSITION NOW THAN WHEN MR. BRAM TOOK OVER NINE YEARS AGO Despite the acquisitions, Synalloy's progress towards Mr. Bram's stated goal is illusory, as the revenue base that he inherited has actually contracted PRIVET FUND $ in millions UPG STRONGER TOGETHER No Organic Revenue Growth in 9 Years $305.2 1. Source: Company filings $170.6 2011 11% Decline Organic Revenue Acquired Revenue $153.4 $151.8 01. 02. 03. 04. 05. 2019 Contracting organic revenue combined with serial debt-fueled acquisitions has placed the Company in a precarious financial position Meaningful Change is Required at Synalloy 37#38SYNALLOY IS CARRYING A MEANINGFULLY HIGHER DEBT LEVEL THAN ITS PEERS Under current leadership, the Company is incredibly over-levered, both on an absolute basis and compared to its peers 6.8x PRIVET FUND Synalloy 2019 5.3x UPG STRONGER TOGETHER 5.1x 3.5x 2.8x Net Leverage Ratio 2.5x Olympic Ryerson Venator Ingevity Steel Holding Materials Corp. 2.3x Mr. Bram has taken on piles of debt to pursue his failed "strategy" 2.0x Trecora Universal Worthington Hawkins Inc. Corp Resources Stainless Industries 1.2x 1. Note: Net Leverage Ratio = (Total Debt - Cash)/LTM Adjusted EBITDA Source: Company filings 01. 02. 03. 04. 05. 0.0x Meaningful Change is Required at Synalloy Insteel Industries Synalloy now sits at greater than twice the leverage Mr. Bram has publicly stated he is "comfortable with" 0.0x 0.0x Northwest Synalloy Pipe 2010 38#39BALLOONING DEBT LEAVES STOCKHOLDERS AT RISK We believe that keeping a balance of nearly 7x debt to EBITDA is incredibly dangerous for a business that operates in cyclical segments ▪ Even CEO Craig Bram acknowledges that operating at high leverage is dangerous - which is why he has publicly stated that stockholders should be uncomfortable with leverage of over 3x PRIVET FUND Question: "Okay. And then can you just talk about where you would take the leverage to [...] Would you take it above 3 times?" UPG STRONGER TOGETHER 01. 02. 03. 04. 05. CEO Craig Bram: "No, that's not an area we'd be comfortable with. If you look at during my tenure as CEO going back to 2011, our leverage is averaged about 1.75 times. [...] But 3 times is not a level that we would be comfortable with again recognizing that our businesses are cyclical. And while we don't see any signs at all of any softening in our end markets right now, we certainly don't want to go out and be sitting over 3 and then have things start heading south a little bit." " (1) Meaningful Change is Required at Synalloy If action is not taken immediately, Synalloy stockholders could be in grave danger 1. Source: Synalloy fourth quarter 2018 earnings call transcript 39#40MANAGEMENT PROMOTES THE WRONG BEHAVIORS IN ITS ACQUIRED COMPANIES ■ Synalloy has structured its acquisitions to include earnouts that do not properly incentivize the desired financial results In Synalloy's past four acquisitions - SPT, both Marcegaglia units and American Stainless Tubing, Inc. - management structured multi-year earnout payments that are 100% driven by division revenue, not any type of profitability metric We are very concerned that, after being acquired by Synalloy, the business unit leaders have no incentive to generate acceptable margins on their incremental revenue As Synalloy has shown, if not managed with a maniacal focus on operational efficiency, cyclical businesses can very quickly produce deteriorating margins even on higher revenue PRIVET FUND 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy UPG STRONGER TOGETHER PITTSBURGH BUSINESS TIMES Marcegaglia galvanized tube business, property in Munhall bought for $20M Synalloy Corp. announced the purchase of Marcegaglia's property and galvanized tube business in Munhall. We find it very concerning that the incumbent Board has repeatedly mishandled acquisitions, placing stockholder capital at risk without proper safeguards ASTI American Stainless Tubing, Inc. 40#41A DECADE OF SPENDING WITH NOTHING TO SHOW FOR IT... $ in millions Revenue growth through acquisitions and capital expenditures has not translated to material income growth or value creation for stockholders Cumulative Spend vs. Market Cap. (12/31/2019) $3.2 PRIVET FUND Capital Expenditures 2011A $28.1 Acquisitions UPG STRONGER TOGETHER $4.5 2012A Capital Expenditures $4.6 Acquisitions $5.6 2013A 1. Source: Company filings $31.5 $8.1 2014A $10.9 2015A $3.0 2016A $15.0 $5.3 $10.0 2017A $7.4 Since Craig Bram took over as CEO, SYNL has spent -$50 million more than its market capitalization $22.7 2018A 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy 2019A $4.5 $164.3 $116.7 Total Market Spend Cap. (12/31/19) 41#42...DUE TO INDUSTRY LAGGING RETURNS PRIVET FUND A singular focus on getting bigger at the expense of getting better has led to extraordinarily poor asset utilization 5.4% 2.8% 2011 A 3.9% UPG STRONGER TOGETHER 3.2% 2012A Synalloy Return on Average Assets 1. Source: Public filings 6.5% 1.9% 2013A 7.1% 1.2% 2014A SYNL 1.7% (6.1%) 2015A 2.8% (4.9%) 5.1% 2016A 0.9% 2017A Closest Direct Peers - Median 6.7% 5.3% 01. 02. 03. 04. 05. 2018A Meaningful Change is Required at Synalloy 2.9% (1.3%) What's the purpose of spending stockholder money if the assets cannot be effectively operated? 2019A 42#43DESPITE SIGNIFICANT REVENUE FROM ACQUISITIONS, MARGINS HAVE NOT IMPROVED... After spending over $164 million on acquisitions and capital expenditures, EBITDA margins have declined compared to 2011 $ in millions PRIVET FUND $139.1 5.1% 2011A $166.2 UPG STRONGER TOGETHER 6.6% 2012A $196.8 5.1% 2013A Revenue vs. EBITDA Margin 1. Source: Company filings $199.5 10.9% 2014A Revenue $175.5 6.8% $138.6 2015A 1.5% 2016A EBITDA Margin $201.1 6.2% 2017A $280.8 12.1% 01. 02. 03. 04. 05. 2018A Meaningful Change is Required at Synalloy $305.2 Revenue growth has failed to deliver the operating leverage that Mr. Bram promised stockholders 4.4% 2019A 43#44...EVEN AFTER ACQUIRING HIGHER MARGIN BUSINESSES PRIVET FUND 10.3% Since Mr. Bram became the Chief Executive Officer in January 2011, the Company acquired multiple high margin businesses, only to erode their value under Synalloy's ownership SYNL (2011) UPG STRONGER TOGETHER 20.3% SYNL Gross Margin vs. Target Gross Margin at Time of Acquisition 32.7% 28.4% Palmer CRI SPT (LTM 06/30/12) (LTM 06/30/13) (LTM 07/31/14) 1. Source: Public filings (3.2%) MUSA - Stainless (FY 2016) ΝΑ 01. MUSA - Galvanized (2018) 21.3% Meaningful Change is Required at Synalloy 02. 03. 04. 05. ASTI (FY 2018) I 10.1% SYNL (2019) I I 44#45WHY HAVE COSTS CONTINUED TO RISE? Selling, general and administrative expenses ("SG&A") as a percentage of revenue has risen during Mr. Bram's tenure even as Synalloy shifts toward what is essentially a "holding company" structure PRIVET FUND 7.6% 2011 A UPG STRONGER TOGETHER 7.5% 2012A SG&A as a Percentage of Revenue 8.1% 2013A 1. Source: Company filings 8.3% 2014A 12.5% 2015A 16.4% 2016A 12.4% 2017A 9.9% 01. 02. 03. 04. 05. 2018A Meaningful Change is Required at Synalloy At the operational level, it makes no sense that the Company would be unable to leverage its general and administrative costs 10.7% 2019A 45#46CORPORATE SPENDING IS OUT OF CONTROL ■ The incumbent Board and management team have overseen an astronomical increase in "unallocated" corporate expenditures that have driven Synalloy's margin issues In 2010, a year prior to Mr. Bram's appointment, the Company's annual "unallocated corporate expenses" stood at $1.5 million $ in millions Since Mr. Bram's appointment, these "unallocated corporate expenses" have steadily ballooned and totaled $8.4 million in 2019 $1.5 PRIVET FUND 2010A Annual Unallocated Corporate Expense $2.7 2011A UPG STRONGER TOGETHER $3.2 $3.2 $3.2 2012A CAGR 2010-2019 > 20% 2013A $5.1 2014A $5.8 2015A 2016A $6.5 1. Source: Company filings 2017A $7.9 2018A $8.4 01. 02. 03. 04. 05. 2019A Meaningful Change is Required at Synalloy 174% Revenue Growth vs. Total Corporate Expense Growth 2010A 2019A ■Total Revenue Growth Total Corporate Expense Growth Corporate costs have ballooned since Mr. Bram moved the headquarters to Richmond (over 275 miles from any Synalloy manufacturing facility) and began building a corporate infrastructure 442% 46#47EXPENSES ADD UP QUICKLY WHEN YOU OWN AN AIRPLANE Serial Number Part of the reason for the out of control corporate cost structure is the Company's ownership interest in a Cessna jet Manufacturer Name Model Type Aircraft Pending Number Change Date Change Authorized MFR Year Type Registration Synalloy owns an interest in a 7-8 seater jet that it co-owns with a local real estate firm that Charmain Murray Wright is an investor in Name Street City County Country PRIVET FUND UPG STRONGER TOGETHER w 650-7115 CESSNA 650 Fixed Wing Multi-Engine None None 2000 LLC N845BB PARTNERS LLC 4198 COX RD STE 201 GLEN ALLEN HENRICO UNITED STATES Aircraft Description Status Certificate Issue Date Expiration Date Type Engine Dealer Mode S Code (base 8 / oct) Mode S Code (base 16 / hex) Fractional Owner Registered Owner Valid 1. Note: According to publicly available ownership records 06/19/2019 06/30/2022 Turbo-fan No 52711207 AB9287 NO State Zip Code VIRGINIA 23060-3328 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy 804-270-0015 804-270-0775 N845BB Partners LLC c/o Lingerfelt CommonWealth Partners 4198 Cox Road, Ste 201 Glen Allen VA 23060 U.S.A. Website: http://www.lingerfeltcommonwealth.com Mr. Alan Lingerfelt Member Mr. Craig Bram President 864-585-3605 [email protected] [email protected] 47#48MANAGEMENT HAS NO APPARENT OVERSIGHT OF PROFESSIONAL FEES As one example, the Company has bafflingly chosen KPMG as its auditor-resulting in its audit costs nearly tripling over the past five years 2014 Audit Fees = $508,250 PRIVET FUND 2019 Audit Fees = $1,636,379 321% Increase in Audit Fees! 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Meaningful Change is Required at Synalloy ▪ From 2004 - 2015 Synalloy used Dixon Hughes Goodman as its auditor, which is one of the largest accounting firms in the Southeast and among the top 20 largest accounting firms in the nation ▪ In 2014 - the last year Synalloy employed Dixon Hughes Goodman – Synalloy's audit fees amounted to half a million dollars ■ ▪ In 2015, concurrent with relocating the headquarters to Richmond and building out a corporate infrastructure, Mr. Bram decided to retain one of the largest accounting firms the world - KPMG Immediately, Synalloy's accounting fees doubled, and they have been steadily rising ever since - reaching $1.6 million in 2019 ■ In Synalloy's most recent proxy statement, KPMG's 2019 audit fees were shown to be more than 321% of what they were prior to switching to KPMG only five years ago As a $100 million market cap public company, Synalloy does not need to be paying for the same accounting firm that audits General Electric and Wells Fargo ▪ Audit costs have surely risen during the past five years, but nowhere close to this amount 1. Note: Universal Stainless ("USAP") the most recent public company that Mr. Bram had tried to acquire in what he deemed to be a "merger of equals" is roughly similarly sized to Synalloy; USAP employs a mid-size auditing firm and its 2019 total audit fees were only $413,560 48#49A HISTORY OF SHOCKINGLY POOR OPERATIONAL PLANNING AND FORECASTING T The management team's apparent lack of understanding of the core business and its capabilities has not only led to poor strategic decision-making, but also a track record of repeated guidance misses $ in millions Management Adj. EBITDA Guidance $28.0 $28.0 $27.5 1/9/2015 PRIVET FUND 31% Miss 2/9/2015 4/27/2015 $21.0 $20.5 UPG STRONGER TOGETHER 8/21/2015 FY 2015 8/21/2015 I I $19.4 Actual 67% Miss $16.8 $16.8 2/29/2016 5/9/2016 $11.0 8/9/2016 FY 2016 $5.5 1. Source: Company filings Actual I $16.3 $16.3 3/14/2017 Initial Guidance 23% Miss 5/9/2017 $17.0 $17.0 $17.0 8/8/2017 9/28/2017 FY 2017 11/7/2017 Guidance Revision I I I $12.5 Actual $21.0 11/7/2017 $19.9 3/13/2018 $28.8 4/10/2018 $37.0 $36.9 FY EBITDA Below Initial Guidance 8/7/2018 FY 2018 11/6/2018 $34.1 $34.0 $34.0 Actual 1/4/2019 3/5/2019 FY EBITDA Above Initial Guidance 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy Detail on following page 60% Miss 4/26/2019 $30.0 $30.0 4/30/2019 $21.9 $21.6 6/19/2019 FY 2019 8/13/2019 $14.9 11/12/2019 $13.5 Actual I 49#502019: ANOTHER ENORMOUS EARNINGS MISS $ in millions Synalloy's 60% miss in 2019 EBIDTA guidance was the culmination of a decade of bad practices and illustrates how out-of-touch management is with the business PRIVET FUND $34.0 1/4/2019 UPG STRONGER TOGETHER $34.0 3/5/2019 2019 Management EBITDA Guidance 1. Source: Company filings $30.0 4/26/2019 60% Miss Initial Guidance $30.0 4/30/2019 $21.9 6/19/2019 Guidance Revision $21.6 8/13/2019 Reported FY 2019 Adj. EBITDA 01. 02. 03. 04. 05. $14.9 Meaningful Change is Required at Synalloy 11/12/2019 $13.5 Actual 50#512019: ANOTHER ENORMOUS EARNINGS MISS (CONT.) 1 2 3 4 PRIVET FUND "Synalloy's annual forecast for 2019, including the addition of ASTI's operations, calls for revenue of $340 million. Adjusted EBITDA is projected to total $34 million. The Adjusted EBITDA forecast assumes no inventory profits in 2019 and represents a 24% increase over 2018's Adjusted EBITDA on a comparable basis."1 01. 02. 03. 04. 05. "The company is off to a great start in 2019 as each of our business units performed in line with or exceeded the first quarter forecast for both revenue and earnings. As noted in the earnings release, we are reaffirming our guidance for 2019 and expect revenue totaling $340 million and adjusted EBITDA of $30 million."2 Meaningful Change is Required at Synalloy "Synalloy Corporation (Nasdaq: SYNL), today announced reduced guidance for the full year 2019 results. Net sales are now expected to total $329 million, down from the previous forecast of $340 million. Adjusted EBITDA for the year is estimated at $22 million, down from the prior forecast of $30 million." UPG STRONGER TOGETHER "With less than two months remaining in 2019, we see no signs of improving demand in our end markets. Inventory levels in the welded stainless steel pipe market have normalized, which is a prerequisite for stronger order activity going forward, but is too late to provide any benefit to the current year. We are now projecting Adjusted EBITDA for 2019 of approximately $15.0 million." 4 - 2020 Pre-Coronavirus Guidance... ¡Company Admits Limited Visibility & Minimal Progress I "The Company has limited visibility on the direction of the manufacturing economy I in 2020... We do not expect a recession in 2020, but we do anticipate a period of flat to softening demand across our more industrial focused markets. 2020 forecast includes: Sales $295-$305 million, Adj. EBITDA - $17-$20 million including $5.4 million in inventory losses."5 1. Guidance Press Release (01/04/19) 2. First Quarter 2019 Earnings Call 3. Updated guidance press release (6/19/19) 5. Fourth Quarter 2019 Earnings Release 4. Third Quarter 2019 Earnings Release 51#52THE COMPANY IS INCAPABLE OF MANAGING ITS INVENTORY 200% as much relative I capital tied up in I inventory 5.5x PRIVET FUND 3.1x UPG STRONGER TOGETHER 4.9x 2011 A 3.1x 4.5x 3.5x 1. Source: Public filings Inventory Turns 4.8x 2.8x 4.9x 2.3x 4.8x 2.0x 4.7x 2.6x 4.7x 2.5x 2012A 2013A 2014A -Synalloy Corp Over/(Underperformance) (2.4x) (1.7x) (1.0x) (2.0x) (2.6x) (2.8x) (2.0x) (2.2x) (2.1x) vs. Closest Direct Peers Group 4.7x 2015A 2016A 2017A 2018A -Closest Direct Peers - Median 2.6x 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy By only turning its inventory approximately -2.5x times per year over the past nine years, the Company has been dramatically exposed to fluctuations in raw material prices, causing it to incur significant cash losses 2019A I On average I since 2011, I -2.0x less 1 efficient in I turning I inventory I into sales I 52#53THE INABILITY TO EFFECTIVELY MANAGE INVENTORY HAS HAD DISASTROUS EFFECTS ON EARNINGS $ in millions The cumulative amount of Synalloy's earnings that have been lost to inventory pricing represents more than 21% of Adjusted EBITDA over the past nine years Cumulative Inventory Pricing Loss PRIVET FUND $1.6 2011 A UPG STRONGER TOGETHER $6.1 2012A $9.4 2013A $9.5 1. Source: Company filings 2014A $16.4 2015A $22.1 $24.8 I 2016A 2017A $19.8 OVER $26 MILLION IN CASH LOST 01. 02. 03. 04. 05. 2018A Meaningful Change is Required at Synalloy Poor inventory management + commodity price speculation = $26.2 2019A 53#54SYNALLOY'S SPECIALTY CHEMICALS SEGMENT HAS BEEN COMPLETELY NEGLECTED BY MANAGEMENT While management has failed to integrate acquisitions in the Metals Segment, the Specialty Chemicals Segment which we believe is a tremendous asset - has been largely ignored Mr. Bram has acknowledged this in the past, noting that the Specialty Chemicals Segment is extremely stable, possessing little cyclicality and meaningful long-term relationships with large, well-capitalized customers But Synalloy's Specialty Chemicals Segment has failed to create any demonstrable value in the form of revenue or earnings growth over the past nine years PRIVET FUND 01. 02. 03. 04. 05. The Specialty Chemicals Segment is full of untapped potential and presents a prime opportunity for value creation with proper oversight from a more capable leadership team Synalloy Chemicals Meaningful Change is Required at Synalloy UPG STRONGER TOGETHER www T Manufacturers Chemicals CRItolling 54#55ABSOLUTELY NO PROGRESS MADE IN SPECIALTY CHEMICALS IN NINE YEARS Poor recent decision-making and no corporate support has resulted in the steady erosion of the Specialty Chemicals Segment's margins Revenue vs. Operating Margin $ in millions PRIVET FUND $42.8 UPG STRONGER TOGETHER 5.2% 2011 A $51.4 9.4% 2012A $56.5 10.2% 2013A 1. Source: Company filings $65.2 9.4% 2014A Revenue $60.6 9.4% 2015A $48.4 9.7% 2016A -Operating Margin $48.2 9.1% 2017A $58.6 6.8% 01. 02. 03. 04. 05. 2018A Meaningful Change is Required at Synalloy $54.1 Following a sizable capital expansion in 2012 and the acquisition of CRI Tolling, LLC in 2013, the Specialty Chemicals Segment's margins have steadily eroded This negative trend has culminated in a significant decline over the past two years even though revenue has remained roughly in-line with historical averages Many of the past leaders of the Specialty Chemicals Segment, who participated in the growth in the earlier part of the decade, have been run off by Mr. Bram 5.2% 2019A 55#56THE SPECIALTY CHEMICALS SEGMENT HAS LOST SIGNIFICANT MARKET SHARE $ in millions Operating income has declined for five straight years, with 2019 results down over 60% from peak levels in 2014 PRIVET FUND $2.2 2011A UPG STRONGER TOGETHER Growth primarily from CRI Acquisition $4.8 2012A Specialty Chemicals Segment Operating Income $5.7 2013A 1. Source: Company filings $6.1 2014A $5.7 2015A CAGR 2011-2019 = (14.4%) $4.7 2016A $4.4 2017A 01. 02. 03. 04. 05. $4.0 Meaningful Change is Required at Synalloy 2018A $2.8 2019A 56#57THE INCUMBENT BOARD HAS FAILED TO SERVE AS AN EFFECTIVE CHECK ON SYNALLOY'S MANAGEMENT Why has the Board remained idle as an unqualified management team continues to destroy stockholder value? Other than a previous relationship with Chairman Murray Wright, we have found no objective qualifications that would have convinced the Board to hire Craig Bram as CEO ▪ In the event that the Board, somehow, did not understand Mr. Bram's inabilities, his reckless spending - including the Company's ownership interest in a jet - should have served as a warning sign that the Board continuously ignored ■ Unfortunately, not only has the Board failed to take decisive action to correct its mistake in hiring Mr. Bram, but it has paid him handsomely - including a bonus every single year he has been CEO - even though performance has repeatedly and drastically missed stated goals PRIVET FUND 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Meaningful Change is Required at Synalloy We feel the incumbent Board has shown a shocking lack of good judgment in appointing an inexperienced and unqualified CEO, letting him spend stockholder capital while he mismanages the Company's assets and then paying him handsomely for the lack of results 57#58CEO CRAIG BRAM LACKS RELEVANT EXPERIENCE Other than previously working for the Chairman, we struggle to see how Mr. Bram was qualified to become the CEO of Synalloy at the time of his hire ■ ▪ Synalloy CEO Craig Bram was brought to the Board in 2004 by Chairman Murray Wright At the time, Mr. Bram worked for Mr. Wright as the CEO of Bizport, Inc., a "document management company", where Mr. Wright was also the Chairman (not disclosed in Synalloy proxy) Mr. Bram's most recent employers prior to taking over Synalloy "Document management company" (Bizport) Title President Principal Information Secretary CHAIRMAN - PRIVET FUND - Mediation consulting company (McCammon Group) Electronic billing company (TrialNet) Investment advisory firm (Horizon Capital Management) National litigation firm (undisclosed) Director No Yes Yes Yes UPG STRONGER TOGETHER Name GLENN CHILDRESS CRAIG C BRAM ROBERT A PEAY MURRAY H WRIGHT Address 9 N 3RD ST, RICHMOND, VA, 23219 - 0000, USA 01. 02. 03. 04. 05. BIZPORT BOARD OF DIRECTORS 9 MORTH THIRD ST, RICHMOND, VA, 23219 - 0000, USA Meaningful Change is Required at Synalloy 9 N 3RD STREET, RICHMOND, VA, 23219 - 0000, USA 9 NORTH THIRD ST, RICHMOND, VA, 23219 - 0000, USA Last Updated 02/12/2018 02/12/2018 02/12/2018 02/12/2018 58#59MR. BRAM'S PREVIOUS "MANAGEMENT EXPERIENCE" WAS AT A SMALL SIGN PRINTING SHOP ■ Other than working with Murray Wright, what about running Bizport might qualify one for running a public metals and chemicals company? I Prior to becoming CEO of Synalloy, Mr. Bram was the CEO of Bizport, Inc. from 2002 until 2010, nearly nine full years The three current members of the Board of Directors of Bizport are Murray Wright (Synalloy Chairman), Craig Bram (Synalloy CEO) and Robbie Peay (Synalloy General Counsel) Murray Wright has been the Chairman at Bizport since 1987! How does being the CEO of a print shop, that happens to have the same Chairman as Synalloy, qualify Mr. Bram to run a $300 million ¹ public metals and chemicals company? It appears that Bizport is a sign printing shop At the time that Mr. Bram was the CEO (for nine years), Bizport had two locations and fewer than 50 workers Bizport's main business is designing, printing and copying signs and direct mailers PRIVET FUND 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Meaningful Change is Required at Synalloy 1. Note: Refers to the Company's FY 2019 reported revenue LO BIZPORT P 59#60EVEN THOUGH HE'S UNQUALIFIED AND HAS FAILED TO CREATE VALUE, THE BOARD STILL REWARDS HIM Despite over $26 million in cumulative cash losses from poor inventory management, Mr. Bram's incentive compensation metrics specifically exclude these losses $ in millions Summary of 2018 Key Compensation Decisions Also, the Committee approved the calculation of the same performance metric that has been utilized since the 2016 Incentive Plan and is used to calculate certain components of both the short-term cash and long-term equity incentives. Consistent with prior years incentive plans, the 2019 Incentive Plan defined the "Performance Metric" as Adjusted I I EBITDA before incentives and excluding inventory gains and losses, metal price change gains and losses, inventory I cost adjustments, aged inventory adjustments, and manufacturing variances. $0.7 $1.1 $0.7 mbal $0.5 $21.8 $0.3 $11.9 $2.1 $7.1 2011 A PRIVET FUND Craig Bram's Annual Compensation vs. Annual Adjusted EBITDA $0.7 $11.0 2012A UPG STRONGER TOGETHER $10.0 2013A 2014A 2015A Annual Compensation $1.0 $1.4 $12.5 $34.1 $1.1 1. Note: 2011 Compensation excludes $1.1 million in stock option awards Source: Company filings $13.5 2016A 2017A 2018A 2019A Annual Adj. EBITDA 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy ! I $4.1 million in Incentive Compensation! -26.2 million in Cumulative Inventory Pricing Loss! 60#61LACK OF PROPER DISCLOSURES REGARDING DIRECTOR RELATIONSHIPS ■ Synalloy failed to disclose director Susan Gayner's relationship to the Company's largest stockholder at the time of her appointment At the time Susan Gayner was appointed to the Board in 2016, Synalloy's largest stockholder was Markel Corp, a Richmond-based holding company owning 9% of Synalloy Name and Address of Beneficial Owner Markel Corporation 4521 Highwoods Parkway Glen Allen, VA 23060-3382 PRIVET FUND Royce & Associates, LLC 745 Fifth Avenue New York, NY 10151 Van Den Berg Management, Inc. 805 Las Cimas Parkway, Suite 430 Austin, TX 78746 Amount and UPG Nature of Percent Beneficial of Ownership Class 785,343 9.09 STRONGER TOGETHER 563,233 (1) 533,424 Ms. Gayner is the spouse of Tom Gayner, the Co-CEO of Markel Corp, but this did not appear anywhere in Synalloy's proxy statement 6.52 Further, Ms. Gayner is also the CEO of ParkLand Ventures, which is a company that is wholly owned by Markel's investment arm, Markel Ventures (2) 6.17 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy Name, Age, Principal Occupation, Other Directorships and Other Information 1. Source: https://www.sec.gov/Archives/edgar/data/95953/000009595316000166/synlproxy-2016xdef14a.htm Director Since Nominee Susan S. Gayner, age 54 Ms. Gayner was named CEO and President of ParkLand Ventures, Inc., an owner-operator of multi-family housing communities in nine states, in May 2014. From October 2010, Ms. Gayner served as the COO of ParkLand, and was Vice President from May 2009. Ms. Gayner is a chemical engineer and holds an MAI designation (currently inactive). Prior to ParkLand, she served as an independent MAI and held various manufacturing and quality assurance roles with DuPont Company and Hercules, Inc. The repeated lack of disclosures surrounding Ms. Gayner's relationship with the Company's large, multi-year stockholder (located down the street from Synalloy) is incredibly alarming 61#62ADDITIONAL UNDISCLOSED DIRECTOR RELATIONSHIPS AT SYNALLOY Prior to joining the Board in 2012, Anthony Callander worked at Ernst and Young PRIVET FUND According to the Company's proxy materials, Jeffrey Kaczka joined the Synalloy Board in 2019 UPG STRONGER TOGETHER >> >>> 01. 02. 03. 04. 05. Meaningful Change is Required at Synalloy While employed at Ernst and Young, Mr. Callander was the audit partner on Synalloy's account 1. Note: Ernst & Young served as Synalloy's auditor prior to Dixon Hughes Goodman, from 1998-2003 We see no mention of the fact that Mr. Kaczka previously served on the Board for fewer than four months in 2011 prior to resigning 62#63MANAGEMENT IS SHAMELESSLY HIDING BEHIND THE PANDEMIC TO REMAIN ENTRENCHED - Contrary to management's assertions, there is minimal operational or financial risk associated with electing our slate – in fact, the pandemic intensifies the urgency to save Synalloy from its current trajectory FAKE RISK #1 Management should get a pass until things "stabilize” after the pandemic Synalloy leadership has the Company completely over- levered and on the brink of debt defaults Mr. Bram has zero relevant chemicals or metals operational experience, has never led a company the size of Synalloy in any industry and formerly led a retail printing shop We are very concerned that, if the market environment continues to weaken, Synalloy's equity value may never recover under the unqualified incumbent Board and management team PRIVET FUND 01. 02. 03. 04. 05. ■ UPG STRONGER TOGETHER Meaningful Change is Required at Synalloy FAKE RISK #2 Current management is critical to the Company's operations The real risk for stockholders would be to not take any corrective action and hope that the trajectory of value destruction that was occurring during the favorable market environment of the past decade does not accelerate during uncertain times ahead Synalloy is organized as a holding company, with the corporate staff in Richmond over 275 miles away from any of the Company's operations - Under our plan, all business unit leaders would remain at the Company - only the corporate office would see immediate changes There will be zero negative consequences for operating employees, suppliers or customers and we expect our election to the Board to be met with excitement among long-suffering stakeholders 63#6403. OUR SLATE OF NOMINEES AND PROPOSED INTERIM CEO 4:0#65OUR NOMINEES ANDEE HARRIS Founder and Chief Executive Officer of Franklin Heritage, LLC Adjunct Professor at Northwestern University's Kellogg School of Management Formerly the Chief Executive Officer of HighGround Enterprise Solutions Inc., which she successfully sold to Vista Equity Partners in 2018 Named one of Chicago's most successful technology entrepreneurs and as a Notable Woman in Manufacturing by Crain's Chicago Business in 2020 Ms. Harris will fill gaps in the boardroom with her wide-ranging technology, marketing, sales and human resources expertise as we look to hold management accountable and create a coherent culture at Synalloy PRIVET FUND UPG STRONGER TOGETHER CHRIS HUTTER Co-Founder and Manager of UPG Oversees operations and strategic initiatives at both the holding company and portfolio company levels Has extensive experience in large scale acquisitions, transaction structuring, and business operations and integration across the steel, metals and manufacturing industries Oversaw UPG's revenue growth to $725 million in just five years of operation Mr. Hutter's extensive industry expertise through his direct operational experience across metals, manufacturing and distribution will make him a valuable addition to the Board as we look to improve the relevant operating experience of the directors 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO ALDO MAZZAFERRO Managing Partner and Director of Research at Mazzaferro Research, LLC, a steel industry research boutique firm Served as a Managing Director and the Senior Steel & Metals Research Analyst at Macquarie Capital (USA) Inc. Has held a number of senior roles focused on the steel and metals verticals at leading buy-side and sell- side firms Mr. Mazzaferro's exceptional industry expertise and relationships from his long and distinguished career analyzing the metals industry will help address the Metals Segment's margin deterioration and effectively manage the Company's commodity exposure 65#66OUR NOMINEES PRIVET FUND UPG STRONGER TOGETHER BEN ROSENZWEIG Partner at Privet Fund Management LLC, an investment firm focused on event-driven and value-oriented investments Robust corporate governance expertise based on service on numerous public and private company boards of directors Expertise in M&A, restructurings, capital formation transactions and similar financial advisory engagements across several industries Mr. Rosenzweig's financial and strategic oversight expertise and board-level experience will help the Company enact effective capital allocation policies and create a viable, long-term strategy for enhancing stockholder value ✓ 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO JOHN P. SCHAUERMAN Former Executive Vice President of Corporate Development at Primoris Services Corporation Has held multiple c-level executive roles and directorships at successful construction and infrastructure companies Wide-ranging corporate governance experience through several private and public company boards of directors across B2B sectors Mr. Schauerman's 30 years of professional experience as a senior executive along with his public board experience will enable him to assist the Board in improving operational processes and increasing functional efficiency 66#67ENDORSEMENTS FOR OUR NOMINEES ANDEE HARRIS Chris has an innate ability to create value. He has demonstrated that skill through successful organic growth and strategic acquisitions. He has a passion for his employees and knows how to lead a very diverse group of people and assets on a global basis. His ability to integrate market data combined with his financial expertise, make him a valuable resource within his own companies, his position on various boards or serving the community. 11 PRIVET FUND "Andee Harris is an outstanding thought leader and influencer in organizational dynamics and corporate culture. She has taken multiple start-ups through significant growth and has achieved multiple accolades for the culture she builds, including Chicago Tribune's 'Best Places to Work.' Andee understands the business value of a strong culture and dynamic work environment and would contribute that knowledge as a valuable board member. 11 Don Sweeney, Founder and Chief Executive Officer, Ashling Partners UPG STRONGER TOGETHER Chris and I were former business partners and we were able to achieve double digit growth YOY in a business that had significant macro and micro challenges when we purchased the business. He was deliberate and considerate in his business process from concept thru execution and completion. I believe Chris would enhance any board dynamic with his experience and integrity. lan Kieninger, Chief Executive Officer, Avant Communications 11 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO Bob Heniff, Chief Executive Officer, Heniff Transportation Systems, LLC CHRIS HUTTER 67#68ENDORSEMENTS FOR OUR NOMINEES ALDO MAZZAFERRO JOHN SCHAUERMAN As our 'voice of the shareholder' on our board, I can always count on Ben to bring us back to shareholder value creation as our touchstone as we make decisions. In his role as shareholder advocate, I can count on him to be vocal but not verbose and I always know where he stands on an issue. Perhaps the highest recommendation I can provide is that Ben is a 'what you see is what you get' person with an authentic drive to leave things better than how he finds them. PRIVET FUND UPG STRONGER TOGETHER I have a very high regard for [Aldo Mazzaferro's] knowledge of the steel industry in particular and the metals industry more generally. What I think is unique about Aldo is the many different perspectives he brings in the metals industry. Starting as a well-recognized research analyst, he had to dissect the industry and understand it well enough to comment on industry trends and company specific factors. Peter Matt, Chief Financial Officer, Constellium (NYSE: CSTM) Mike Willoughby, Chief Executive Officer, PFSweb, Inc. (NASDAQ: PFSW) 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO Eric Wedbush, Chief Executive Officer, Wedbush Inc. BENJAMIN ROSENZWEIG 11 I have known and worked with John Schauerman for over 30 years, initially as a colleague, and more recently as a co-member of the Board of Directors of Wedbush Securities, Inc. He is an accomplished finance executive and has been a voice of reason in the boardroom. He was a valued contributor in our Board meetings, and he would be an asset to any Board. 11 68#69OUR SLATE HAS SUPERIOR QUALIFICATIONS RELATIVE TO THE INCUMBENT BOARD Andee Harris Christopher Hutter In contrast to the incumbent directors, our director candidates bring the skills and experience necessary to constitute a well-rounded Board that can effectively lead Synalloy Aldo Mazzaferro Benjamin Rosenzweig John P. Schauerman Craig Bram Anthony Callander Susan PRIVET FUND Gayner Henry Guy Jeffrey Kaczka Amy Michtich James Terry Murray Wright UPG STRONGER TOGETHER Prior Relevant C-Suite Experience X X X X X X X Prior Chemicals Management Prior Metals Management Experience Experience X X X X X X X X X X X X X X X X X X X X X X X X Prior Public Board Service X X X X X X X Xx 01. X 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO Sizable Stockholder Representative X X X X X X X X X X X 69#70AN UPGRADE IN LEADERSHIP DURING A TRANSITION PERIOD If our contest is successful, Chris Hutter will serve as interim CEO during a transition period and is extremely well-equipped to manage Synalloy PRIVET FUND UPG STRONGER TOGETHER CHRIS HUTTER ✓ Prior c-level experience ✓ Proven track record of overseeing operations and strategic initiatives at both the holding company and portfolio company level Significant operational capabilities across steel and metals businesses ✓ Successful high-growth operator of eight premier industrial companies across the metals, manufacturing, distribution and logistics sectors CRAIG BRAM x No prior relevant c-level experience x Has never previously served on a public company board x No prior experience in the metals or chemicals sectors 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO x No track record of successfully operating industrial companies Not only is Chris Hutter highly qualified to serve as interim CEO, but he will also have the close guidance and assistance of our other experienced and well- rounded nominees who are committed to proactively contributing their domain expertise 70#71MR. HUTTER BUILT UPG INTO THE COMPANY THAT MR. BRAM WISHES SYNALLOY HAD BECOME In under a decade, Chris Hutter has helped UPG achieve impressive growth, operational excellence and a top supply chain network ■ ■ ■ ■ ■ UPG'S GROWING BUSINESS FOOTPRINT Operates 8 businesses across metals, manufacturing, distribution and logistics Boasts $725 million+ in annual revenue - ~2.5x Synalloy's revenue A ROBUST DISTRIBUTION NETWORK More than 3 million square feet of warehouse space under roof A fleet of 200+ available trucks – Owning trucks and trailers ensures on-time delivery and flexibility 18 Production Facilities and Service Centers Across North America Redundant machine capabilities ensure job completion in the event of any location-specific downtime PRIVET FUND UPG STRONGER TOGETHER ■ ■ M 01. 02. 03. 04. 05. Our Slate of Nominees and Proposed Interim CEO ■ ELITE MANUFACTURING PROWESS Processes more than 1 million tons of flat roll and long products each year UPG's acquisition during Q4 2019 of underperforming Morton/Metalex has since improved its manufacturing and on-time delivery from 68% pre-acquisition to 98% as of March 2020 UPG's Lamination Specialties has grown to over 300,000 square feet of Efficient Manufacturing Space designed to produce the highest quality electrical steel laminations and has over 40 high-speed presses with the capacity to produce over 100 million pounds of laminations annually UPG's National Metalwares has 60 years of progressive manufacturing and fabrication experience, focusing on technical development, statistical process controls and high-quality engineering 71#7204. OUR PLAN TO STRENGTHEN SYNALLOY#73OUR PLAN TO CREATE ENORMOUS STOCKHOLDER VALUE PRIORITY #1 Immediate Strategic Revenue Opportunities Our slate has spent months developing a comprehensive plan that will enable us to deliver up to $25 per share in near-term value to long-suffering Synalloy stockholders PRIVET FUND UPG STRONGER TOGETHER ✓Utilize extensive experience to drive cross-selling opportunities across metals business units ✓Implement targeted sales tactics within the Chemicals Segment to increase volume and utilization PRIORITY #2 Operationally-Focused Gross Profit Enhancements 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy PRIORITY #3 Remove Non- Economic, Wasteful SG&A Spending ✔Unlock supply chain savings under coordinated logistics strategy ✓ Improve inventory management ✓ Realize manufacturing efficiencies ✓ Restructure plant-level accounting policies and incentive compensation ✓Eliminate non-essential, discretionary spending ✓Dramatically decrease support service costs ✓ Reduce bureaucracy and enhance culture of data-driven decision making 73#74MEANINGFUL VALUE CREATION THROUGH PLAN EXECUTION $ in millions There is a clear path for Synalloy's stock to trade up to $25 per share in the next 18 months with the implementation of our plan Pro-Forma Adj. EBITDA Bridge PRIVET FUND $13.5 2019 Reported Adj. EBITDA 2019 PF Adj. EBITDA Market Multiple[¹] Enterprise Value (-) Net Debt Equity Value Shares Outstanding Potential Share Price UPG STRONGER TOGETHER $3.2 Revenue Opportunity $19.9 COGS Opportunity Detail on Following Page $6.8 SG&A Opportunity 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 1.7.0x is the current median market valuation of the Company's closest direct peer group. This group consists of WOR, USAP, ZEUS, IIIN, NWPX, RYI, HWKN, VNTR, TREC, and NGVT. $43.4 2019 Pro-Forma Adj. EBITDA $43.4 million 7.0x $303.8 million ($77.7 million) $226.1 million 9.1 million $24.961 74#75OUR DETAILED ANALYSIS: SUBSTANTIAL OPPORTUNITIES EXIST TO IMPROVE SYNALLOY'S PERFORMANCE $ in millions We believe there is a $30 million EBITDA improvement opportunity through a renewed focus on operational execution PRIVET FUND UPG STRONGER TOGETHER $30 million EBITDA Opportunity $13.5 2019 Reported Adjusted EBITDA $2.6 Metals Partnership Revenue Detailed Pro-Forma Adj. EBITDA Bridge $0.7 Revenue $2.6 Supply Chain Savings Chemicals Capacity Utilization $5.8 COGS Inventory Management $11.5 Manufacturing Efficiency $4.4 Corporate Overhead 01. 02. 03. 04. 05. SG&A Our Plan To Strengthen Synalloy $2.4 Manufacturing Support $43.4 2019 Pro-Forma Adjusted EBITDA 75#76WE SEE A PATH TO IMPROVING EBITDA BY $30 MILLION PER YEAR Major Initiatives Management has suggested that it can cut only $6 million of costs, but we believe this is meaningfully lower than what is NEEDED and is ACHIEVABLE Metals Partnership Revenue Chemicals Capacity Utilization Supply Chain Savings Inventory Management PRIVET FUND UPG STRONGER TOGETHER ■ I ■ I 01. 02. 03. 04. 05. Details Our Plan To Strengthen Synalloy As a small-scale manufacturer, Synalloy businesses can be at a disadvantage when selling to larger distributors and end-users Synalloy has been unable to effectively cross-sell complementary products following acquisitions We see an opportunity to sell certain Synalloy products through UPG's distribution network Continued volume erosion has led to meaningful underutilization at the Company's Specialty Chemicals Segment Synalloy's toll manufacturing unit has low margins and is dependent on capacity utilization and cost controls for effective returns Limited new product development and ineffective selling strategies has resulted in a 54% drop in income over the past five years We see an opportunity to aggressively communicate the segment's value proposition and recruit sales resources with targeted market knowledge At its small size, Synalloy wields no purchasing power with its vendors The Company's outsourced freight and logistics strategy appears unsophisticated and cobbled together in a haphazard fashion Opportunity for volume discounts, procurement rebates and leveraging UPG's in-house freight network to realize savings on overlapping routes Synalloy manages its inventory roughly half as effectively as peers, resulting in "inventory pricing losses" nearly every year Most of the excess inventory can be traced back to poor sales and operations planning, inefficient plant logistics and an ineffective procurement process We see an opportunity to utilize UPG's complementary footprint to lower lead times and reduce in-stock amounts to improve inventory management effectiveness EBITDA Potential $2.6 million $0.7 million $2.6 million $5.8 million 76#77WE SEE A PATH TO IMPROVING EBITDA BY $30 MILLION PER YEAR (CONT.) Major Initiatives Management has suggested that it can cut only $6 million of costs, but we believe this is meaningfully lower than what is NEEDED and is ACHIEVABLE Manufacturing Efficiency Corporate Overhead Manufacturing Support Total PRIVET FUND UPG STRONGER TOGETHER ■ 01. 02. 03. 04. 05. Details ■ Our Plan To Strengthen Synalloy The Company's gross margins are meaningfully below peers, with one cause being very low productivity per employee ▪ ▪ There do not appear to have been investments in site organization and plant utilization initiatives We see an opportunity to improve process flows in order to reduce bottlenecks while lowering cycle times through investments in training manufacturing leaders Synalloy's SG&A costs are meaningfully above peers, due to high corporate spend and resultant inefficiencies ▪ SG&A margins have risen >400bps during Mr. Bram's tenure, to 10.7% of revenue, even as revenue has more than doubled We believe we can leverage UPG's knowledge and support structure to receive better administrative services at a fraction of the current spend ▪ The Company's cost structure points to duplicative support functions within its manufacturing and production processes ▪ We expect that the bloated managerial structure has made its way to the plants, with too few line-level employees to managers We believe we can reduce the reporting burden on plant managerial staff, freeing them up to focus solely on operational and field level KPIs EBITDA Potential $11.5 million $4.4 million $2.4 million $30.0 million 77#78PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES In contrast to the lack of organic growth over the past decade, we see a clear path to realize rapid incremental revenue and effectively grow Synalloy's in-place assets PRIVET FUND $ in millions UPG STRONGER TOGETHER No Organic Revenue Growth in 9 Years $305.2 1. Source: Company filings $170.6 2011 11% Decline Organic Revenue Acquired Revenue $153.4 $151.8 01. 02. 03. 04. 05. 2019 Our slate will focus on immediate revenue opportunities to improve near-term financial results, while longer-term strategic growth initiatives are developed Our Plan To Strengthen Synalloy 78#79PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES ■ We see near-term opportunities for Synalloy to increase revenue through a partnership with UPG ■ UPG's customer base is meaningfully broader than Synalloy's and, as interim CEO, Chris Hutter can leverage UPG's strong relationships to broaden Synalloy's customer reach with minimal incremental selling effort ▪ We estimate that the Company can immediately realize $15 million of near-term added revenue Many of Synalloy's pipe and tube products are complementary to those of UPG's portfolio companies and can be sold through UPG's distribution network: Full line of ornamental tubing to OEM customers Stainless tubing to both OEMs and fabricators Heavy-wall products to OEM agricultural customers - through selling in partnership with UPG PRIVET FUND We expect that this additional revenue would flow to the bottom line at approximately 15%, which is the estimated blended gross margin of these specific products UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy Additional Revenue and Associated EBITDA $15.3 Incremental Revenue $ in millions -15% flow through $2.6 Incremental EBITDA 79#80PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES ■ We believe we can increase volume at Synalloy Chemicals to 2014-2015 levels There is a meaningful amount of unused capacity at the Specialty Chemicals division that can be unlocked through targeted selling efforts ■ ■ ■ Due diligence shows that CRI Tolling, the Company's Chemicals operation in South Carolina, is materially underutilized Synalloy has done a very poor job of leveraging its historic competitive advantages (cost and location) and, due to poor cost controls, has fewer selling strategies other than competing in a race to the bottom on price Our plan to aggressively communicate the Chemicals Segment's value proposition includes: 1) identifying new products and new industries (e.g. agriculture, healthcare, personal care), and 2) recruiting new sales resources with specific market and chemistry knowledge 01. 02. 03. 04. 05. Tolling produces chemicals where raw materials are owned by the customer, making it a low-margin business that is dependent on capacity utilization and cost controls to generate acceptable margins and returns PRIVET FUND Our Plan To Strengthen Synalloy CRI Tolling, LLC (Google images) UPG STRONGER TOGETHER Our plan contemplates just over $6 million in incremental chemical revenue, flowing to EBITDA at a 10% margin BELUE 80#81PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES We believe our revenue growth strategy can bear fruit immediately PRIVET FUND Near Term Metals Revenue Opportunity Specialty Chemicals Volume Opportunity Total Organic Growth EBITDA Opportunity 01. 02. 03. 04. 05. With Chris Hutter as Interim CEO, we believe we can quickly increase organic revenue by $22 million, resulting in EBITDA flow through of $3.3 million Our Plan To Strengthen Synalloy UPG STRONGER TOGETHER $2.6 million $0.7 million $3.3 million Though we expect to be able to realize meaningfully greater revenue opportunities through our involvement, we feel very confident that we will achieve the expected results within our first 18 months 1 81#82PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS Our slate has identified operationally-focused profit opportunities that can reverse Synalloy's crumbling margins 18.9% PRIVET FUND Olympic Steel Inc 18.4% UPG STRONGER TOGETHER 17.2% 2019 Gross Margin Comparison 16.9% 1. Source: Company filings 14.9% 12.8% Margin deterioration during Mr. Bram's tenure 11.4% m 11.4% Ryerson Hawkins Inc Northwest Trecora Worthington Synalloy USAP Holding Pipe Co Resources Industries Corp Inc 2010 11.2% 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy Venator Materials PLC 10.1% Synalloy 2019 We see a tremendous opportunity for Synalloy to improve gross margins by over 600bps, moving them in-line with the Company's peer group 6.6% Insteel Industries Inc 82#83PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS (CONT.) Vendor Savings ▪ Volume discounts through bundling There is an opportunity for Synalloy to improve its supply chain by unlocking meaningful purchasing and logistics savings ■ ■ ■ ■ Conversion to co-op based supply chain agreement can save up to 1% on materials Rebates through coordinated procurement Logistics Savings Optimize freight lane utilization ■ Utilize UPG's in-house freight network for route overlap Partner with UPG on LTL bulk commitment freight contracts to drive down costs Expect additional purchasing power to increase rebates by ~$10/ton Scrap and working capital savings PRIVET FUND 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy UPG STRONGER TOGETHER $1.8 million in savings We estimate the Company can save over $2.6 million per year through improved purchasing and smarter logistics spend $0.8 million in savings 83#84PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS PRIVET FUND We have a plan to dramatically reduce Synalloy's exposure to commodity prices as part of our overall inventory management and supply chain initiatives Synalloy manages its inventory roughly half as effectively as its peers... $ UPG STRONGER TOGETHER {$ C resulting in the Company losing money attributable to "inventory pricing losses" in eight of the nine years of Craig Bram's tenure, totaling nearly $3 per share in cash squandered 1. Source: Company filings 5.5x Synalloy Corp 4.9x 3.1x 3.1x $1.6 4.5x Inventory Turns 3.5x $6.1 4.8x 2.8x $9.4 $9.5 Closest Direct Peers - Median 2.3x 01. 02. 03. 04. 05. 4.9x 4.8x 4.7x 4.7x Our Plan To Strengthen Synalloy 2.0x 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A $ in millions Cumulative Inventory Pricing Loss $16.4 $22.1 2.6x 2.5x 2.6x 4.7x $24.8 $19.8 $26.2 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 84#85PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS Mr. Hutter's and UPG's operational knowledge and extensive footprint can dramatically improve inventory efficiency Demand Management ▪ Sales and operations planning Warehousing optimization Internal plant logistics ■ ■ Procurement Strategy Systematic evaluation of supplier base ▪ Can purchase certain commodity inputs directly from UPG ■ Collaboration with UPG Utilize UPG's complementary footprint to lower delivery times and reduce in-stock amounts Employ strategic commodity hedging to reduce inventory value fluctuations ■ ■ PRIVET FUND 大 UPG STRONGER TOGETHER /1 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy We believe our plan (which is standard operating procedure at each of UPG's eight companies) can substantially improve Synalloy's historically poor inventory practices $5.8 million in savings 85#86PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS Our multi-faceted plan will allow Synalloy to realize considerable manufacturing efficiencies Manufacturing Efficiencies Lean manufacturing ■ - Full analysis of production planning and scheduling to optimize labor Strict productivity per employee guidelines to ensure we are meeting best practices Site organization and plant utilization PRIVET FUND Process flow baselines and oversight in order to remove bottlenecks Overall equipment effectiveness ("OEE") Lowering cycle times while also decreasing the costs associated with poor quality People management and performance governance Investing in training and continued education for manufacturing leaders + – UPG STRONGER TOGETHER 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy We are confident in our ability to achieve ~$12 million in operational savings by leveraging industry best practices that Chris Hutter has successfully implemented $11.5 million in savings 86#87PRIORITY #2: OPERATIONAL PROFIT ENHANCEMENTS Our plan can increase Synalloy's gross margins from 10.1% to 16.7% Gross Margin Comparison PRIVET FUND 18.9% Olympic Steel Inc 18.4% UPG STRONGER TOGETHER 17.2% Ryerson Hawkins Inc Northwest Holding Corp 16.9% 16.7% Pro Forma Pipe Co Synalloy 1. Source: Public filings 14.9% Supply Chain Opportunity Inventory Management Opportunity Manufacturing Efficiency Opportunity Total Organic Growth EBITDA Opportunity Our plan brings gross margins right in- line with peer averages at 16.7% 12.8% 11.4% Trecora Worthington Synalloy USAP Resources 2010 Industries Inc $2.6 million $5.8 million $11.5 million $19.9 million 11.4% 11.2% Venator Materials PLC 660bps improvement 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 10.1% Synalloy 2019 6.6% Insteel Industries Inc 87#88PRIORITY #3: ELIMINATE WASTEFUL SPENDING Poor cost management has prevented Synalloy from capitalizing on its growing scale to drive stockholder value 2019 SG&A Margins Meaningfully Above Peers 14.1% PRIVET FUND Ryerson Holding Corp 12.6% UPG STRONGER TOGETHER 10.7% 10.6% Continued spending during Mr. Bram's tenure 8.4% 9.4% 1. Source: Company filings 9.0% Ingevity Synalloy Hawkins Inc Trecora Worthington Corp 2019 8.5% Venator Resources Industries Materials Inc PLC USAP 6.7% Olympic Steel Inc 01. 02. 03. 04. 05. 6.6% Our Plan To Strengthen Synalloy 6.4% Northwest Synalloy Pipe Co 2010 SG&A margins have risen 430bps during Mr. Bram's tenure, even as revenue has more than doubled 5.4% Insteel Industries Inc 88#89PRIORITY #3: ELIMINATE WASTEFUL SPENDING Facility Costs and Executive Expenditures ■ Sell the corporate jet Implementing administrative best practices can allow Synalloy's business unit managers to receive better support services that can be used to drive effective decision making at their businesses - all at a fraction of the current spend ▪ Sublet excess real estate Eliminate redundant executive positions ■ IT, Legal and HR Reduce in Synalloy ERP and related user spend Prioritize network and communication savings ▪ Combine benefits platforms ■ Finance, Accounting and Insurance ▪ Realize reduction in audit costs from new RFP Lower bank costs/fees Utilize UPG relationships to reduce D&O, worker's comp and general liability spend ■ ■ PRIVET FUND 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Our Plan To Strengthen Synalloy $4.4 million in savings 89#90PRIORITY #3: ELIMINATE WASTEFUL SPENDING As part of our plan to bring operational best-practices to Synalloy's manufacturing facilities, we expect to be able to reduce duplicative support functions within production processes ▪ Line-level network analysis will likely yield a bloated managerial organization with too few line-level employees to managers ■ Strategic plant footprint optimization can result in greater leverage of back office functions PRIVET FUND Shared services agreement has the potential to dramatically reduce reporting burden on facility managerial employees - This frees up plant managers to focus solely on operational and service-level KPIs rather than administrative work Opportunity to scrutinize and dramatically improve ROI from R&D spend 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy UPG STRONGER TOGETHER We believe that we can reduce SG&A costs within the manufacturing footprint while preserving (or improving) productivity among line-level employees $2.4 million in savings 90#91PRIORITY #3: ELIMINATE WASTEFUL SPENDING PRIVET FUND UPG STRONGER TOGETHER Synalloy will have its own administrative employees; however, for certain cost- effective back office functions we can utilize a shared services agreement with UPG where necessary and cost effective, enabling Synalloy to receive meaningfully better value from these services at a fraction of its current spend Back Office Disconnected from business vision Internally focused W orkload orientation Department focus Administrative focus Cost center Maintain status quo Strategic Shared Services Aligned to business vision Customer focused Performance Oriented Process Aligned Service and performance culture Profit center 01. Continuous improvement 02. 03. 04. 05. Our Plan To Strengthen Synalloy Our plan can dramatically streamline corporate overhead 91#92PRIORITY #3: ELIMINATE WASTEFUL SPENDING PRIVET FUND We believe our plan can reduce Synalloy's SG&A spend from 10.7% to 8.1% 14.1% 12.6% UPG STRONGER TOGETHER 10.7% Our plan brings SG&A margins directly in-line with peer group averages at 8.1% 10.6% Pro-Forma SG&A Margin Comparison 9.4% 1. Source: Public filings 9.0% Ryerson Ingevity Synalloy Hawkins Inc Trecora Worthington Venator Holding Resources Industries Materials Corp Inc PLC Corp 2019 8.5% Corporate Overhead Opportunity Manufacturing Support Opportunity Total SG&A Opportunity 8.4% USAP 8.1% Pro Forma Synalloy 01. 02. 03. 04. 05. Still less efficient than 2010 levels (pre-CEO tenure) 6.7% Our Plan To Strengthen Synalloy 6.6% 6.4% Olympic Northwest Synalloy Pipe Co Steel Inc 2010 $4.4 million- 260bps $2.4 million-improvement $6.8 million 5.4% Insteel Industries Inc 92#93OUR THREE-PRONGED STRATEGY CAN UNLOCK UP TO ~$25 PER SHARE IN THE NEAR-TERM Plan Overview Prioritize Immediate Strategic $ in millions Revenue Opportunities Synalloy has tremendous potential under new leadership with a fresh plan Projected Value Creation Stemming From Plan Execution ✓ Pursue Operationally-Focused Gross Profit Enhancements - Utilize extensive experience to drive cross-selling opportunities across metals business units Implement targeted sales tactics within the Chemicals Segment to increase volume and utilization - Unlock supply chain savings under coordinated logistics strategy Improve inventory management Realize manufacturing efficiencies Restructure plant-level accounting policies and incentive compensation Remove Non-Economic and Wasteful SG&A Spending Eliminate non-essential, discretionary spending Work to improve and consolidate back office functions Reduce bureaucracy and enhance culture of data-driven decision making PRIVET FUND UPG STRONGER TOGETHER $13.5 2019 Reported Adj. EBITDA 2019 PF Adj. EBITDA [1] Market Multiple Enterprise Value (-) Net Debt Revenue Opportunity $3.2 Equity Value Shares Outstanding I Potential Share Price I I $19.9 COGS Opportunity $6.8 I 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy SG&A Opportunity 1.7.0x is the current median market valuation of the Company's closest direct peer group. This group consists of WOR, USAP, ZEUS, IIIN, NWPX, RYI, HWKN, VNTR, TREC, and NGVT. $43.4 2019 Pro-Forma Adj. EBITDA I $43.4 million 7.0x $303.8 million ($77.7 million) $226.1 million 9.1 million $24.961 93#94THE CADENCE OF OUR TRANSITION PLAN TO DRIVE STOCKHOLDER VALUE CREATION We expect to be able to implement several operational initiatives that can immediately create value as our plan achieves full run-rate within 18 months ■ ■ ■ Product-line level P&L analysis Performance levers: - Identification Size the prize ■ PRIVET FUND Diagnosis 45 DAYS Sizing the Company's potential - - Toolkit Culture gap & priorities Quick wins: - - "C&D" customer reviews OEE enhancements UPG STRONGER TOGETHER I Renewed Synalloy Business Model 45-90 DAYS Business model: Architecture Resourcing Organizational model Master plan / agenda: Initiatives Capability building Communications Performance management: Metrics & KPIs War room Performance dialogues Resource configuration Mobilization of Playbook 90-135 DAYS Launch initiatives Put in place performance management system Test and monitor business model and organizational model changes Refine strategic plans Launch advanced analytics: Critical initiatives Growth tracking Account management Others ■ 01. 02. 03. 04. 05. ■ Our Plan To Strengthen Synalloy Implementation of Playbook 135 DAYS & BEYOND Implement changes across entire organization Transition initiative ownership to ongoing operational management Oversee and track progress Report results Communicate to key stakeholder groups in order to effectively sustain change 94#95SUMMARY OF OUR TRANSITION PLAN In the first 10 weeks, we intend to quickly stabilize the business while analyzing opportunities to build a more sustainable operational foundation PRIVET FUND ▪ As we continue to test and monitor changes, our focus will shift to selecting a new CEO and constructing a leadership team able to scale in-process initiatives and improve the culture, results and pride of the organization $ in millions Revenue COGS SG&A UPG STRONGER TOGETHER Metals Partnership Revenue Chemicals Capacity Utilization Supply Chain Savings Inventory Management Manufacturing Efficiency Corporate Overhead Manufacturing Support EBITDA Opportunity $3.3 $2.6 $0.7 $19.9 $2.6 $5.8 $11.5 $6.8 $4.4 $2.4 1 2 3 4 5 6 7 8 01. 02. 03. 04. 05. Week Our Plan To Strengthen Synalloy = Assess capabilities and develop detailed workstreams = Execute implementation plan 9 10 11 12 13 14 15 16 17 18 19 20 95#96TRANSITION PLAN: STRATEGIC REVENUE OPPORTUNITIES $ in millions Metals Partnership Revenue Review Customer Spend by Product, Region, Customer Compare Customer Lists For Cross-Selling Ops Share Tubing RFQ's Integrated Business Model - Key Account Plans Prospecting Opportunities Identified Develop Enhanced Marketing Programs By Product Identify Expanded Stocking Locations UPG OPCO's Purchase and Stock Pipe and Tube Mechanical Tubing Furniture Opportunities Stainless Tubing Sales Expansion into UPG Foodservice Customer Base Offer Expanded Fabrication Services via Palm er Chemicals Capacity Utilization PRIVET FUND Review Transaction Data From Top 10 Customers Analyze Contract Terms Study Marketing Effectiveness Sales Force Analysis (Product vs. Region) Exam ine Revenue Mix (Toll vs. Product) Assess Current Partnerships Scrutinize Incentive Structure of Sales Resources. Re-Evaluate Pricing Strategy Through Costing Analysis Shift Sales Resources To Market-Based Approach Focus Organization on Pursuing Toll Manufacturing Define, Narrow and Pursue Specialized Focus For Each of Manufacturers and CRI UPG STRONGER TOGETHER EBITDA Opportunity $2.6 $0.7 1 2 3 4 5 6 7 8 Week 10 11 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 12 13 14 15 16 17 18 19 20 96#97TRANSITION PLAN: OPERATIONALLY-FOCUSED GROSS PROFIT IMPROVEMENTS $ in millions Supply Chain Savings Forecasting Improvement Plan PRIVET FUND Review MRO/PO Processes Transportation and Route Modeling Consumable Inventory Reduction Processes Equipment Lease Cost vs. Ownership Review Supplier Workshops Initiated Working Capital and Vendor Payment Terms Guidelines Freight Lane Optimization Develop KPI's and Dashboard Metrics Vendor Rebate and Volume Discount Results Inventory Management Focus Group Session Guidelines SKU and Scrap Scorecard Analysis True Raw, WIP, and FG Segmentation Analysis Analyze Prior Failures on Hedging and Im plement New Strategy Vendor and Mill "Leave Behind" Review. Local/Regional/National/Global Input Review Pilot Structure and Current Processes Minimize Total Landed Cost VMI Implementation with Key OEM Customers Create a TCO (Total Cost of Ownership) for SPT UPG STRONGER TOGETHER EBITDA Opportunity $2.6 $5.8 1 2 3 4 5 6 7 8 Week 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 9 10 11 12 13 14 15 16 17 18 19 20 97#98TRANSITION PLAN: GROSS PROFIT IMPROVEMENTS (CONT.) $ in millions Manufacturing Efficiency PRIVET FUND Analysis of Profitability by SKU OPERATIONALLY-FOCUSED Value-Stream Mapping and Yield Loss Analysis Performance Scorecards and Forecast Model Implementation Develop Capabilities Heat Map Diagnostic Review of Current Processes (i.e. Setup and Changeover Times) Identify Quick Wins within Current System Limitations Fact-based Analysis of Equipment Utilization Design Production Processing Architecture Develop Operations Playbook and Production Planning Tools Application of OEE Schedule Optimization (i.e. Line Speeds, Capacities, Capabilities) Capture Value Identified in Diagnostic Review UPG STRONGER TOGETHER EBITDA Opportunity $11.5 1 2 3 4 5 6 7 Week 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 8 9 10 11 12 13 14 15 16 17 18 19 20 98#99TRANSITION PLAN: REDUCE LOW-RETURNING SG&A SPEND $ in millions Corporate Overhead Review Key HR Employee Contracts/Agreements Evaluate Organizational Structure and Reporting Relationships Identify Actual Need of Corporate Services Sell Private Plane and Eliminate Ongoing Cost of Ownership Measure Current Services to Subsidiary Needs Create a Challenge Group for Corporate Needs vs. Wants Sourcing Review and Bid of ERP and IT Services Competitive Bid Treasury, Debt, Legal, Audit, PR and Banking Services Drive a High Performance Culture and Implement Results Based Compensation Implement Co-op based Insurance Structure. Manufacturing Support PRIVET FUND Initial Packaging and Conversion Cost Objective Analysis Facility Maintenance Plan and Cost Review Focus on Delivering Transparent Data Above Everything Cross-Functional Communication Improvement (Finance vs. Plant) Internal Customer Service Improvement (i.e. Cost Avoidance) Purchasing Integration Team Identified Implement Utility and RET Hedge and Appeal Process Elim in ate Mismatched Plant-Level Incentive System MRO Global Contract for Services Launch Communications Plan UPG STRONGER TOGETHER EBITDA Opportunity $4.4 $2.4 1 2 3 4 5 6 7 8 Week 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy 9 10 11 12 13 14 15 16 17 18 19 20 99#100WE WILL POSITION SYNALLOY TO RECRUIT A TOP- FLIGHT PERMANENT CEO Once Mr. Hutter and the reconstituted Board effectively stabilize Synalloy, the Company will be well-positioned to attract the ideal permanent CEO I ▪ Several members of the Stockholder Group's slate have strong backgrounds helping public and private companies to recruit executive talent ■ ■ Working collaboratively, the directors will create a candidate persona that takes into account the required experience, necessary skills and relationships and associated compensation criteria linked to the role The reconstituted Board expects to be able to leverage its extensive network of industrial operators, coupled with executive search relationships, to support recruitment efforts and ensure Synalloy evaluates a diverse cross-section of potential candidates Analytical, Data-Focused Synalloy needs a permanent CEO that possesses the expertise and qualifications that Mr. Bram lacks, including: Industrial Operations Experience Mindset PRIVET FUND 01. 02. 03. 04. 05. Our Plan To Strengthen Synalloy Metals Sector Expertise UPG STRONGER TOGETHER Successful Culture and Team-Building Ethos C-Level Leadership Experience Proven Communicator and Marketer Acquisitions Expertise Mr. Hutter and the reconstituted Board will ultimately work with the incoming CEO over the course of several months to provide a seamless transition and integration Strategic Planning Background 100#101WE BELIEVE OUR PLAN, NOMINEES AND NETWORK CAN REDUCE SYNALLOY'S GRAVE CREDIT RISK Synalloy's rising leverage and declining earnings put stockholders at risk and the Company in jeopardy of breaching its covenants and defaulting on its debt - we have a plan to take immediate corrective action PRIVET FUND Proactive Lender Outreach UPG STRONGER TOGETHER ▪ Interim CEO and reconstituted Board members will immediately communicate with the Company's current lenders to outline the go-forward plan Leverage Existing Lender Relationships Privet and UPG already have multiple lenders interested in working with Synalloy should we be elected M ▪ This enables us to work on potential solutions in parallel with our current lender discussions 01. 02. 03. 04. 05. Operational Execution and Commitment to Fortifying the Balance Sheet Our Plan To Strengthen Synalloy We expect our plan to generate substantial near-term cash through stated working capital enhancements We expect to utilize our operational plan and our roster of established lender relationships to immediately address the stockholder risk associated with Synalloy's debt ▪ That cash will be used to pay down debt, meaningfully improving the credit profile of the Company and paving the way for potential covenant relief 101#102WE WILL CREATE AN EFFECTIVE INVESTOR RELATIONS STRATEGY PRIVET FUND We are confident from hands-on experience that we can effectively implement a successful investor relations program to transform Synalloy into a functioning public market participant Establish trust through honest and transparent communication 01. 02. 03. 04. 05. Build credibility by laying out long-term goals and delineating the milestones along the way UPG STRONGER TOGETHER Our Plan To Strengthen Synalloy Execute, execute, execute Our nominees have demonstrable experience in creating an effective investor relations strategy that can establish the right message for the right audience 102#103WE WILL CREATE AN EFFECTIVE INVESTOR RELATIONS STRATEGY (CONT.) PRIVET FUND Establish Trust Build Credibility 1. Execute 2. 3. 1. 2. 3. 4. 1. Our Strategic Plan Leverage Privet's institutional network Embrace open and honest communication Establish regular investor touchpoints 1234 Alignment of interests Specific articulation of long-term goals Do what we say we'll do! 2. Don't change the goalposts 3. 4. Delineate very clear milestones along the way Ensure comprehensive disclosures 1. Display clear business momentum Amplify our results and story to the right group of investors 2. 3. 1. 2. 3. 4. 1. 2. 01. 02. 03. 04. 05. 3. Our Plan To Strengthen Synalloy EBITDA margins are lower now than in 2011 $26 million of cumulative inventory pricing losses Credit profile has deteriorated with an imminent risk of covenant default Execution + Effective Communication = Meaningful Share Price Appreciation UPG STRONGER TOGETHER X Synalloy's Results No investor presentations since August 2018 No sell-side research Limited management or Board public company experience Management gets paid no matter what No disclosure of corporate jet or director relationships Missed guidance in four of the past five years No updated strategy 103#104OUR CORPORATE STRATEGY WILL BE ROOTED IN CULTURE AND FAIR COMPENSATION ■ Our slate intends to build a sustainable business capable of generating long-term stockholder value through Principles, Action, Performance and Rewards ■ I ■ Principles: Be able to craft and articulate a purpose for why we exist, what we stand for and how we can create value for stakeholders Action: Appoint an experienced and qualified leadership team capable of formulating a comprehensive approach to bringing our principles to life Performance: Deliver on transparent and value-creating performance objectives with a focus on return on invested capital Reward: Implement governance standards to ensure management is held to account and is fully aligned with stockholders PRIVET FUND UPG STRONGER TOGETHER Purpose Promise Powerhouse Value to employees and shareholders Partnerships Principles Reward Best-in-class total rewards Pay for performance 01. 02. 03. 04. 05. Innovation Our Plan To Strengthen Synalloy Lead the market Action Focus on efficiency Thoughtful urgency Strategic Performance plan/goal alignment Performance management Fiscal responsibility 104#105WE ARE FOCUSED ON PROTECTING STOCKHOLDER RIGHTS THROUGH GOOD GOVERNANCE ■ As the Company's largest stockholders, we are committed to best-in-class governance to enhance the value of Synalloy moving forward ■ I 01. 02. 03. 04. 05. We are intentionally not trying to replace the entire Board so that there will be a level of continuity following the Annual Meeting Our Plan To Strengthen Synalloy We recognize that there could be some perception of conflicts with UPG moving forward We intend to put real safeguards in place to protect stockholders An audit committee composed entirely of independent directors will review and approve all potential related party transactions any potential conflicts - PRIVET FUND 3 incumbent directors plus 3 unaffiliated nominees means that 6 of 8 directors on the reconstituted Board will be independent of Privet and UPG We commit to being open and transparent about our affiliations Other than Chris Hutter, none of our nominees have any economic interest in UPG 7 of 8 directors on the reconstituted Board would have zero interests in any other metals or chemicals operating companies Privet, as the Company's largest stockholder, is aligned with Synalloy's other stockholders and would stand to gain absolutely nothing by allowing Synalloy's economic value to accrue to UPG Neither Privet nor UPG have any plans to acquire the Company or somehow siphon off its value. Our sole goal is to improve Synalloy for the benefit of all stockholders UPG STRONGER TOGETHER 105#106THE INCUMBENT BOARD HAS NOT ARTICULATED OR EXECUTED ON ITS ALLEGED "PLAN" Stockholders should not be misled by the incumbent Board's claims - it is obvious they have NO PLAN Synalloy's "Plan" and "Strategy" is Full of Contradictions The incumbent Board and management team want to keep spending stockholder capital while providing us no details on what they stand for Management has overseen years of repeated underperformance, colossal guidance misses in four of the previous five years and just reported a Q1 decline in Adjusted EBITDA of 45% compared to last year In all proxy communications, management has focused on taking superficial barbs at our plan, while saying that they are "already executing" our ideas as part of management's "proven plan" Only after our group's Board nomination this year did management inexplicably decide to commit to a hypothetical, conditional future process to sell Synalloy But less than a year ago, management rejected a bona fide offer at a price greater than 100% above the current market price PRIVET FUND 01. 02. 03. 04. 05. UPG STRONGER TOGETHER Our Plan To Strengthen Synalloy X The Results Speak for Themselves Management has had nine years to execute on its stated strategy and has failed under every conceivable measure X While the incumbents have turned a blind eye to declining operational results and stockholder value destruction, they have rewarded Mr. Bram with excessive compensation The incumbent Board has absolutely no record of accomplishment and cannot point to anything they have done to create value Synalloy management has indisputably failed stockholders as a steward of capital, yet they are now asking us to "double down" on a losing hand We believe the reason management has not provided even the illusion of a concrete, tangible operating plan is because they do not have the experience or skillsets to conceive, organize and execute a strategy capable of pushing the business out of the ditch they drove it into 106#107A STRONGER SYNALLOY CAN BE PROPELLED BY COLLABORATION, INNOVATION AND OPERATIONAL EXCELLENCE ■ UPG, under Chris Hutter, has forged a dynamic and powerful culture that we are confident can be replicated at Synalloy I In the face of the fundamental difficulties small industrial companies encounter, UPG has maintained a true community environment with employees, customers, vendors, business-level management teams and the local plant municipalities UPG has fostered strong relationships with its labor unions including Teamsters, Iron Workers and multiple locals of the AFL-CIO If we have the privilege of stewarding Synalloy, we commit to: Providing the safest working environment possible for employees and partners Setting clear business unit goals and expectations Delivering a playbook for growth and innovation Listening to and frequently engaging with all stakeholders Empowering and incentivizing our team members to thrive Doing right in our local communities 01. 02. 03. 04. 05. - PRIVET FUND Our Plan To Strengthen Synalloy - We have already reached out to Synalloy's local union leaders to educate them about our plan for the future of the Company and how we expect to foster continued employee development and community outreach Our nominees have a demonstrated track record of working constructively with all stakeholders and we are confident they will revitalize Synalloy's failing culture UPG STRONGER TOGETHER 107#108OUR PLAN HAS A SPECIFIC OPERATIONAL BLUEPRINT THAT CAN DELIVER VALUE TO ALL STOCKHOLDERS Our slate's plan to deliver up to -$25 per share in value involves leveraging proven industry operators who have performed this exact turnaround playbook many times PRIORITY #1 PRIVET FUND Determine Immediate Strategic Revenue Opportunities Utilize extensive experience to drive cross-selling opportunities across metals business units ✓ Implement targeted sales tactics within the Chemicals Segment to increase volume and utilization UPG STRONGER TOGETHER PRIORITY #2 Pursue Operationally- Focused Gross Profit Enhancements ✓ Unlock supply chain savings under coordinated logistics strategy Improve inventory management Realize manufacturing efficiencies Restructure plant- 01. 02. 03. 04. 05. level accounting policies and incentive compensation Our Plan To Strengthen Synalloy PRIORITY #3 Remove Non-Economic and Wasteful SG&A Spending Eliminate non- essential, discretionary spending ✓ Dramatically decrease support service costs Reduce bureaucracy and enhance culture of data-driven decision making 108#10905. CONCLUSION: UPG AND PRIVET ARE THE RIGHT CATALYSTS FOR A STRONGER SYNALLOY#110THE CLEAR CHOICE FOR STOCKHOLDERS: A STRONGER SYNALLOY IS IN REACH UPG STRONGER TOGETHER TEAM: Highly-qualified and experienced operational and public company leaders - - Successful and experienced senior leadership, including Chris Hutter as interim CEO, to provide immediate positive impact PRIVET FUND PLAN: Proven and executed successfully before - Operational model formulated through years of developing exact same business Successfully implemented at UPG, an industry leader TRACK RECORD: Peer-Leading Results Nominees have achieved impressive growth and operational excellence at their respective companies PRIVET FUND Elect a slate of highly-qualified directors who have an articulated strategic vision and transition plan to deliver up to $25 per share in value to long-suffering Synalloy stockholders UPG STRONGER TOGETHER 01. 02. 03. 04. 05. The Right Catalysts for a Stronger Synalloy Synalloy X TEAM: Legacy Synalloy leaders who have not delivered - CEO and incumbent Board have drastically underperformed peers since 2011 - Trail the Russell 2000 by (113%) over CEO's tenure - X PLAN: Proven to fail, similar to last decade Why should stockholders put their trust in the Board again? Nothing has changed - The only constant is missed expectations X TRACK RECORD: No improvement to margins despite aggressive acquisitions fueled by debt - Dangerously high debt levels following deteriorating margins and reckless spending Stick with the status quo of a Board that has allowed leverage to reach dangerously high levels and delivered dismal stockholder returns 110#11106. NOMINEE BIOGRAPHIES AND APPENDIX#112ANDEE HARRIS PRIVET FUND UPG STRONGER TOGETHER Andee Harris Nominee Biographies and Appendix Andee Harris, age 46, is the Founder and Chief Executive Officer of Franklin Heritage, LLC, a private equity firm that invests in cutting-edge technology and manufacturing, which she founded in December 2019 and was partially seeded by a minority investment from UPG. Ms. Harris has also served as an Adjunct Professor at Northwestern University's Kellogg School of Management, where she teaches a course on launching and leading startups, since March 2020. From December 2017 to December 2019, Ms. Harris served as the Chief Executive Officer of High Ground Enterprise Solutions, Inc., an employee engagement, recognition and performance management software company, after previously serving as its Chief Operating and Engagement Officer from April 2016 to December 2017. Prior to that, Ms. Harris served as a Senior Vice President at The Marcus Buckingham Company, a performance management and coaching software company, from October 2015 to March 2016, where she played a key role in its sale to Automatic Data Processing, Inc. From 2013 to October 2015, Ms. Harris served as Chief Revenue Officer of Syndio Social Inc., a social network and people analytics software company. From 2011 to 2013, Ms. Harris held several roles with Emtec, Inc. ("Emtec"), an IT consulting firm, including Chief Marketing Officer, Managing Director and Senior Vice President of Human Capital Management Strategy. Ms. Harris joined Emtec upon its acquisition of Emerging Solutions, LLC, a software services company where she served as a founding partner, Head of Sales and Marketing and Chief Operating Officer, from 1999 until 2011. Ms. Harris began her career in 1996 as a consultant at Accenture plc (NYSE: ACN), an international professional services company. Ms. Harris has earned a number of professional recognitions, including being named as a Prominent Woman in Technology by the Illinois Technology Association from 2015 - 2017 and as a Notable Woman in Manufacturing by Crain's Chicago Business in 2020. Ms. Harris holds a B.A. from the University of Michigan in Organizational Psychology and a Certification as an Executive Coach from Columbia University. 112#113CHRISTOPHER HUTTER PRIVET FUND UPG STRONGER TOGETHER Christopher Hutter Nominee Biographies and Appendix Christopher Hutter, age 40, has served as Co-Founder and Manager of UPG Enterprises LLC (f/k/a Union Partners I LLC), an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logistics, since its founding in August 2014. At UPG Enterprises, Mr. Hutter oversees operations and growth initiatives at the holding company and portfolio company level, and has extensive experience in large scale acquisitions, transaction structuring and business operations and integration across a broad spectrum of industries. Previously, Mr. Hutter served as the Managing Director and CFO of InSite Real Estate, L.L.C., a private investment holding company focused on warehousing, development, logistics and transportation across North America and Europe, from 2008 to 2014. Mr. Hutter graduated cum laude from University of Illinois with a Bachelor of Science degree in Finance and earned a Master of Business Administration in Finance from Lewis University. 113#114ALDO MAZZAFERRO PRIVET FUND UPG STRONGER TOGETHER Aldo Mazzaferro Nominee Biographies and Appendix Aldo Mazzaferro, age 66, serves as the Managing Partner and Director of Research at Mazzaferro Research, LLC, a steel industry research boutique firm, which he founded in October 2017. Prior to this, he served as the Senior Steel & Metals Research Analyst and a Managing Director during his tenure at Macquarie Capital (USA) Inc., an investment banking company, from 2011 to September 2017. Previously, Mr. Mazzaferro served as a Senior Steel, Metals & Mining Analyst at Burke & Quick Partners LLC, an agency brokerage firm that provides portfolio management, financial planning and advisory services, in 2011, as Chief Financial Officer of Steel Development Company, LLC, a start-up steel company, from 2008 to 2011, and as Vice President in the Global Investment Research Group at The Goldman Sachs Group, Inc. (NYSE:GS), a multinational investment banking and securities firm, from 2000 to 2008. From 1998 to 2000, he served as Portfolio Manager and Analyst at Anvil Capital Management, LLC, a hedge fund focused on steel, metals, capital goods and energy, which he co-founded. Prior to that, he served as a Director and Senior Steel Industry Analyst at Deutsche Morgan Grenfell, Inc., the former securities and investment banking subsidiary of Deutsche Bank AG (NYSE: DB), from 1987 to 1998. From 1985 to 1987, he served as a Research Analyst in the Cyclicals Group at J. & W. Seligman & Co., an investment firm. Mr. Mazzaferro began his career in 1981 as an Equity Research Analyst in the Steel and Industrials Group at Standard & Poor's Corp., a financial services company. Mr. Mazzaferro is a CFA charterholder. He earned his BA in English from Holy Cross College and an MBA in Finance from Northeastern University. 114#115BENJAMIN ROSENZWEIG PRIVET FUND UPG STRONGER TOGETHER Benjamin Rosenzweig Nominee Biographies and Appendix Benjamin Rosenzweig, age 35, currently serves as a Partner at Privet Fund Management LLC, an investment firm focused on event-driven, value-oriented investments in small capitalization companies, having joined the firm in September 2008. Prior to that, Mr. Rosenzweig served as an Investment Banking Analyst in the corporate finance group of Alvarez & Marsal, a global professional services firm, from 2007 to 2008, where he completed multiple distressed mergers and acquisitions, restructurings, capital formation transactions and similar financial advisory engagements across several industries. Mr. Rosenzweig currently serves as a director of each of Potbelly Corporation (NASDAQ: PBPB), a restaurant chain (since April 2018), PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider (since May 2013), and Hardinge Inc. (formerly NASDAQ: HDNG), a global designer, manufacturer and distributor of machine tools (since October 2015). Previously, Mr. Rosenzweig served as a director of each of StarTek, Inc. (NYSE: SRT), a global business process management company, from May 2011 to December 2018, RELM Wireless Corporation (n/k/a BK Technologies Corporation) (NYSEAMERICAN: BKTI), a manufacturer of wireless communications equipment, from September 2013 to September 2015, and Cicero Inc. (OTC: CICN), a provider of desktop activity intelligence, from February 2017 to March 2020. Mr. Rosenzweig graduated magna cum laude from Emory University with a Bachelor of Business Administration degree in Finance and a second major in Economics. 115#116JOHN P. SCHAUERMAN PRIVET FUND UPG STRONGER TOGETHER John P. Schauerman Nominee Biographies and Appendix John P. Schauerman, age 63, is currently a private investor after most recently serving as Executive Vice President of Corporate Development of Primoris Services Corporation ("Primoris") (NASDAQ:PRIM), a specialty construction and infrastructure company, from February 2009 to December 2012, where he was responsible for developing and integrating Primoris' overall strategic plan, including the evaluation and structuring of new business opportunities and acquisitions. Prior to that, Mr. Schauerman served as Primoris' Chief Financial Officer from February 2008 to February 2009, during which time Primoris went public through a merger with Rhapsody Acquisition Corp. Mr. Schauerman has served as a director of Primoris since November 2016 and also previously served as a director of the company from July 2008 to May 2013, and as a director of its predecessor entity, ARB, Inc. ("ARB"), from 1993 to July 2008. Mr. Schauerman joined ARB in 1993 as Senior Vice President, and, prior to that, served as Senior Vice President of Wedbush Morgan Securities, Inc., a regional investment bank focused on financing activities for middle market companies (n/k/a Wedbush Securities, Inc.). Mr. Schauerman has served as a director of Allegro Merger Corp (NASDAQ:ALGR), a blank check investment company, since July 2018. Previously, Mr. Schauerman served as a director of each of MYR Group Inc. (NASDAQ: MYRG), a holding company of specialty electrical construction service providers, from March 2016 through November 2016, Harmony Merger Corp. (formerly NASDAQ:HRMNU), a former blank check investment company, from March 2015 through July 2017, Quartet Merger Corporation (formerly NASDAQ:QTETU), a former blank check company, from November 2013 to October 2014, and Wedbush Securities, Inc., a leading financial services and investment firm, from August 2014 through February 2018. Mr. Schauerman is a member of the Dean's Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an MBA in Finance from Columbia University and a B.S. in Electrical Engineering from the University of California, Los Angeles. 116#117ENDORSEMENTS FOR OUR NOMINEES ANDEE HARRIS PRIVET FUND 11 Andee Harris is an outstanding thought leader and influencer in organizational dynamics and corporate culture. She has taken multiple start-ups through significant growth and has achieved multiple accolades for the culture she builds, including Chicago Tribune's 'Best Places to Work.' Andee understands the business value of a strong culture and dynamic work environment and would contribute that knowledge as a valuable board member. 11 11 Andee Harris successfully repositioned [High Ground] as a differentiated competitor in the market. She led by productizing the company's service offerings and introducing the first integrated Employee Engagement Platform. She was instrumental in developing cost-effective, cloud-enabled and innovative solutions that enabled expansion into high potential growth markets, addressed its Fortune 500 clients' communication pain points and provided additional client value. The turnaround culminated in July of 2018 when High Ground was successfully sold to Vista Equity Partners. 11 Nominee Biographies and Appendix Don Sweeney, Founder and Chief Executive Officer, Ashling Partners Brad Keywell, Founder and Chief Executive Officer, Uptake/Investor, High Ground UPG STRONGER TOGETHER 117#118ENDORSEMENTS FOR OUR NOMINEES CHRISTOPHER HUTTER PRIVET FUND UPG STRONGER TOGETHER After working with Chris on several acquisitions and knowing him for many years, I can attest to his unique abilities and strong business acumen. Chris is a proven leader capable of developing complex strategic initiatives and successfully executing upon those strategies. His sound judgement and diverse skill set are a competitive advantage that truly sets him apart from other business executives. Those attributes combined with his focus on honesty, transparency and integrity, Chris would be an incredibly valuable addition to any company and its board of directors. 11 Matthew K. Zwack, Partner, Angle Advisors I have had the opportunity to work with Chris for almost eight years. During that time, Chris has led several acquisitions of companies while building a successful steel business. Chris' insight and experience in growing and operating a successful business makes him an ideal candidate for membership on a board of directors. 11 Nominee Biographies and Appendix Lauane C. Addis, Partner, Stahl Cowen Crowley Addis LLC 118#119ENDORSEMENTS FOR OUR NOMINEES CHRISTOPHER HUTTER PRIVET FUND Nominee Biographies and Appendix II Chris has an innate ability to create value. He has demonstrated that skill through successful organic growth and strategic acquisitions. He has a passion for his employees and knows how to lead a very diverse group of people and assets on a global basis. His ability to integrate market data combined with his financial expertise, make him a valuable resource within his own companies, his position on various boards or serving the community. 11 UPG STRONGER TOGETHER lan Kieninger, Chief Executive Officer, Avant Communications Chris and I were former business partners and we were able to achieve double digit growth YOY in a business that had significant macro and micro challenges when we purchased the business. He was deliberate and considerate in his business process from concept thru execution and completion. I believe Chris would enhance any board dynamic with his experience and integrity. 11 Bob Heniff, Chief Executive Officer, Heniff Transportation Systems, LLC 119#120ENDORSEMENTS FOR OUR NOMINEES ALDO MAZZAFERRO PRIVET FUND UPG STRONGER TOGETHER I have a very high regard for [Aldo Mazzaferro's] knowledge of the steel industry in particular and the metals industry more generally. What I think is unique about Aldo is the many different perspectives he brings in the metals industry. Starting as a well-recognized research analyst, he had to dissect the industry and understand it well enough to comment on industry trends and company specific factors. 11 I have known Aldo Mazzaferro, in his capacity as a steel and metals analyst, for more than a quarter century [..] Aldo [is] the most capable analyst of all those I dealt with over my years as CEO of a public metals service center. Analytical, detailed [..] I highly recommend Aldo for a Board position. 11 Nominee Biographies and Appendix Peter Matt, Chief Financial Officer, Constellium (NYSE: CSTM) Michael Siegal, Executive Chairman, Olympic Steel, Inc. (NASDAQ: ZEUS) 11 120#121ENDORSEMENTS FOR OUR NOMINEES ALDO MAZZAFERRO PRIVET FUND UPG STRONGER TOGETHER 11 I've had the good fortune to know and work with Aldo for 30+ years. During this time, he has consistently demonstrated both deep analytical insights, as well as the practical ability to understand the attributes that make companies work and prosper [...] he has leveraged his Wall Street experience and insights with hands-on work in the metals industry in a senior financial role. This unique combination of industry experience, financial insights, and proven track record will make Aldo exceptionally valuable addition to the Board. Peter Appert, Former Managing Director and Analyst 11 In [Aldo's] experience with the steel startup, he had to understand the realities of what is critical to operate a plant and how to support the capital needs of the venture. Lastly, in his more recent experience with the equities firm, he has had to better understand the realities of how public investors view and value these equities [...] I think [Aldo would] make an excellent director. Peter Matt, Chief Financial Officer, Constellium (NYSE: CSTM) Nominee Biographies and Appendix 11 11 121#122ENDORSEMENTS FOR OUR NOMINEES BENJAMIN ROSENZWEIG PRIVET FUND 11 I had the pleasure of working with Ben for several years on the Hardinge Board of Directors where I was Chairman. Ben's contribution was extremely additive through his rigorous analysis, broad knowledge of public governance and commitment to getting things done. He is an excellent communicator, operates with the highest integrity and was wholly focused on maximizing shareholder value. 11 I found Ben to be very shareholder aligned, supportive and constructive throughout the entire seven years we worked together on the [Startek] board [...] I leveraged Ben as the board subject matter expert with regard to capital allocation, strategic finance and general public company governance. He was always focused on shareholder interests and I would have no hesitation working with Ben again in the future. 11 UPG STRONGER TOGETHER Nominee Biographies and Appendix Chad Carlson, Former Chief Executive Officer, Startek Inc. (NYSE: SRT) 11 [Ben's] unique perspective, tireless work ethic and constructive approach certainly had a positive impact on the results. There is no question in my mind that Hardinge became a better company with Ben's (and Privet's) involvement. Chris DiSantis, Former Chairman of the Board of Hardinge Inc. Chris DiSantis, Former Chairman of the Board of Hardinge Inc. 122#123ENDORSEMENTS FOR OUR NOMINEES BENJAMIN ROSENZWEIG PRIVET FUND UPG STRONGER TOGETHER 11 I have served on the PFSW board with Ben for almost seven years and I can attest to his effectiveness as a director and a strategic advisor. Ben is blessed to have a keen intellect and finely-tuned financial skills which he uses to contribute constructively to the business of the board and valuable counsel to me as the CEO. I have found Ben to be direct but collegial with a unique ability to drive change without drama and unnecessary disruption. As our 'voice of the shareholder' on our board, I can always count on Ben to bring us back to shareholder value creation as our touchstone as we make decisions. In his role as shareholder advocate, I can count on him to be vocal but not verbose and I always know where he stands on an issue. Perhaps the highest recommendation I can provide is that Ben is a 'what you see is what you get' person with an authentic drive to leave things better than how he finds them. Mike Willoughby, Chief Executive Officer, PFSweb, Inc. (NASDAQ: PFSW) Nominee Biographies and Appendix II Mike Willoughby, Chief Executive Officer, PFSweb, Inc. (NASDAQ: PFSW) 11 123#124ENDORSEMENTS FOR OUR NOMINEES JOHN P. SCHAUERMAN PRIVET FUND UPG STRONGER TOGETHER Nominee Biographies and Appendix 11 I have known and worked with John Schauerman for over 30 years, initially as a colleague, and more recently as a co-member of the Board of Directors of Wedbush Securities, Inc. He is an accomplished finance executive and has been a voice of reason in the boardroom. He was a valued contributor in our Board meetings, and he would be an asset to any Board. Eric Wedbush, Chief Executive Officer, Wedbush Inc. 11 I had the pleasure of working with John Schauerman for 7 years, as well as participating on the Board of Directors of Primoris Services Corporation (NASDAQ: PRIM) with him. John was the primary executive responsible for achieving the public listing of our company. He was integral in the identification, negotiation, and execution of many of the acquisitions that allowed our company to grow so successfully. He has a strong financial background and would be a valuable contributor to any Board. 11 Pete Moerbeek, Formerly Chief Financial Officer & Executive Vice President, Primoris Services Corporation (NASDAQ: PRIM) 124#125PRIVET AND UPG: SYNALLOY'S COMPARABLE COMPANY UNIVERSE (METALS) Company Insteel Industries (NASDAQ: IIIN) A INSTEEL INDUSTRIES INC. Northwest Pipe Company Northwest Pipe Co. (NASDAQ: NWPX) OLYMPICSTEEL Olympic Steel (NASDAQ: ZEUS) RYERSON Ryerson Holding Corp (NYSE: RYI) PRIVET FUND STAINLESS Universal Stainless & Alloy Products (NASDAQ: USAP) WORTHINGTON Worthington Industries (NYSE: WOR) UPG STRONGER TOGETHER S Description Insteel Industries, Inc. manufactures and markets wire products. The company's products include concrete reinforcing products, and industrial wire for a range of construction and industrial applications Northwest Pipe Company manufactures and markets welded steel pipe. The company makes large diameter, and small diameter high pressure steel pipe products used for a range of industrial, water transmission and mechanical applications Olympic Steel, Inc. processes and distributes flat- rolled carbon, stainless steel, and tubular steel products. The company operates as an intermediary between steel producers and manufacturers that require processed steel for their operations Ryerson Holding Corporation, through its subsidiaries, purchases, processes, and distributes various forms of stainless steel, aluminum, carbon, alloy steel, nickel, and red metals. Ryerson serves customers worldwide Universal Stainless & Alloy Products, Inc. manufactures and markets semi-finished and finished specialty steel products, including stainless steel, tool steel, and certain other alloyed steels Worthington Industries, Inc. is a global diversified metals manufacturing company. The company operates in value-added steel processing, manufacturing of pressure cylinders, and operator cabs for heavy mobile equipment -- byg ✓ ✓ Manufactures steel products ✓ Primarily focused on North American customers Size: $50 million - $2.0 billion in Market Capitalization ✓ ✓ Manufactures steel pipe and tube products ✓ Primarily focused on North American customers Size: $50 million - $2.0 billion in Market Capitalization ✓ Processes and distributes metal pipe and tube products ✓ Primarily focused on North American customers Size: $50 million - $2.0 billion in Market Capitalization ✓ Nominee Biographies and Appendix Rationale for Inclusion ✓ ✓ Processes and distributes steel products Primarily focused on North American customers Size: $50 million - $2.0 billion in Market Capitalization ✓ ✓ Manufactures steel products ✓ Primarily focused on North American customers Size: $50 million - $2.0 billion in Market Capitalization ✓ ✓ Provides steel processing services to SYNL's end markets Primarily focused on North American customers ✓ Size: $50 million - $2.0 billion in Market Capitalization = Companies selected by Privet/UPG and SYNL BAND 125#126PRIVET AND UPG: SYNALLOY'S COMPARABLE COMPANY UNIVERSE (CHEMICALS) Company HAWKINS Hawkins Inc. (NASDAQ: HWKN) VENATOR Venator Materials (NYSE: VNTR) TRECORA Resources Trecora Resources (NASDAQ: TREC) PRIVET FUND ingevity Ingevity Corp. (NYSE:NGVT) UPG STRONGER TOGETHER Description Hawkins, Inc. formulates, manufactures, blends, distributes, and sells reagent grade laboratory chemicals and industrial chemicals. Hawkins services customers located in the Midwest United States Venator Materials PLC operates as a manufacturer and marketer of chemical products. The company produces a broad range of pigments and additives. Venator Materials offers titanium dioxide, color pigments, and water treatment products Trecora Resources manufactures petrochemical products. The company specializes in specialty petrochemical products and synthetic waxes, as well as provides customer processing services. Trecora Resources serves customers in the United States Ingevity Corporation manufactures specialty chemicals. The company offers adhesives, inks, soaps, detergents, agricultural chemicals, metalworking fluids, and lubricants Rationale for Inclusion Distributes, formulates, blends and manufactures products for industrial and water treatment applications Primarily focused on North American customers ✓ Size: $50 million - $2.0 billion in Market Capitalization ✓ ✓ ✓ Nominee Biographies and Appendix Specialty manufacturer with custom processing services Primarily focused on North American customers ✓ Size: $50 million - $2.0 billion in Market Capitalization ✓ ✓ Products sold to water treatment, pharmaceutical, and various architectural and industrial coating end markets Size: $50 million - $2.0 billion in Market Capitalization Product applications include: coatings, elastomers, adhesives, lubricants, well service additives, and resins End markets include: paper chemicals, chemical intermediate and other industrial applications 126#127THE INCUMBENTS' CHERRY-PICKED COMPARABLE COMPANY UNVIERSE Company ATI Allegheny Technologies (NYSE: ATI) Ampco-Pittsburgh Moving forward. Ampco-Pittsburgh (NYSE: AP) PRIVET FUND GRAHAM ENGINEERING ANSWERS Graham Corp. (NYSE: GHM) HAYNES International Haynes International (NASDAQ: HAYN) HOUSTON WIRE & CABLE COMPANY Houston Wire & Cable (NASDAQ: HWCC) LBFoster. LB Foster (NASDAQ: FSTR) UPG STRONGER TOGETHER Description Allegheny Technologies, Inc. produces specialty materials. The company products include titanium, stainless, specialty steel, titanium, nickel-based alloys, and superalloys, zirconium, hafnium and niobium, and other specialty metals Ampco-Pittsburgh Corporation manufactures engineered equipment. The company produces finned tube heat exchange coils, large standard and custom air handling systems, centrifugal pumps, feed screws, and heat transfer rolls Graham Corporation designs and builds vacuum and heat transfer equipment for process industries around the world. Graham's products include ejectors, liquid ring vacuum pumps, condensers, and heat exchangers Haynes International, Inc. develops, manufactures, and markets high performance alloys, primarily for use in the aerospace and chemical processing industries. The company offers sheets, plates, wires, pipes and tubing, bars and others Houston Wire & Cable Company wholesales wire and cable to the electricity distribution market. The company buys its products from wire and cable manufacturers L.B. Foster Company manufactures, fabricates, and distributes rail and trackwork piling, highway products, and tubular products. L.B. Foster also sells and rents steel piling and H-bearing pile for foundation and earth retention requirements X Over $4 billion in yearly revenue X Focus on aerospace, defense, electronics and medical end markets X International manufacturing footprint X Products are used in the construction, power generation, refrigeration, chemical processing, marine defense and steel industries Xx Size: Less than $50 million in Market Capitalization X X Products are not even remotely related to pipe and tube or chemicals X X Nominee Biographies and Appendix X Rationale for Exclusion X X Equipment helps produce synthetic fibers, petroleum products, electric power, processed food, pharmaceutical products and paper Majority of business is derived from products used in jet engines for the aerospace market, gas turbine engines for power generation and waste incineration and heating equipment Service and sales centers in the United States, Europe and Asia Distributor of electrical and mechanical wire and cable - no steel, chemicals or pipe/tube products at all HWCC sells its products to rigging wholesalers, electrical wholesale distributors, international markets and fastener distributors X Approximately 80% of FSTR's revenue comes from its rail products and services and construction products segments Focused on strategic evolution toward rail technologies 127#128THE INCUMBENTS' CHERRY-PICKED COMPARABLE COMPANY UNVIERSE Company MRC Global MRC Global (NYSE: MRC) NUCORⓇ Nucor Corp. (NYSE: NUE) STEEL PARTNERS Steel Partners Holdings (NYSE: SPLP) PRIVET FUND TIMKENSTEEL TimkenSteel Corp. (NYSE: TMST) UPG STRONGER TOGETHER Description MRC Global Inc. distributes pipe, valves, and fittings. The company serves the chemical, gas distribution and transmission, oil exploration and production, pharmaceutical, refining, steel manufacturing, and power generation industries Nucor Corporation manufactures steel products. The company's products include carbon and alloy steel, steel joints, steel deck, cold finished steel, steel grinding balls, steel bearing products, and metal building systems Steel Partners Holdings LP is a global diversified holding company engaged in multiple businesses including: banking, manufacturing, restaurants, defense, and financial subsidiaries TimkenSteel Corporation engineers, manufactures, and markets mechanical components and steel. The company produces air-melted alloy steel bars, bearings, chains, seals, motion control systems, tubes, and precision components Rationale for Exclusion X Distributes pipe, valves and fittings (only 5% from steel) X Nearly $5 billion in revenue X Footprint of -260 service locations in 20 countries X Steel mills with very little additive manufacturing One of the largest steel producers in the United States X Size: $17.0 billion in Market Capitalization X X Private equity holding company Focused on banking, manufacturing, restaurants, defense and financial subsidiaries with under 20% of revenue in steel pipe/tube X Nominee Biographies and Appendix X X X Global investment focus Core focus on engineered bearing products $1.2 billion in revenue with less than ~15% of revenue coming from seamless mechanical tubing X International manufacturing footprint 128#129PRIVET: REPRESENTATIVE INVESTMENTS ACROSS THE MANUFACTURING AND B2B SECTORS PRIVET FUND HHARDINGE G STARTEK G UPG STRONGER TOGETHER GT ADVANCED TECHNOLOGIES n Norsat International Inc. Gove EAT EDGE RINVER HARBOR IMPROVEMENTS PFS Nominee Biographies and Appendix GSI Group Material Sciences Corporation THE MIDDLEBY CORPORATION 129#130PRIVET CASE STUDY: FIGHTING FOR STOCKHOLDER RIGHTS AT J. ALEXANDER'S CORP (JAX) J. Alexander's is a polished-casual restaurant concept headquartered in Tennessee with over 30 restaurants throughout the country Course of Events Background ▪ The Chairman & CEO of the company had been in that role for 22 years and, in the 15-year period prior to our investment, the company's share price had declined by nearly 30% - compared to a gain of 435% for the S&P 1500 Restaurant Index ▪ To express the belief that the company was capable of a turnaround with the right leadership, Privet recruited an experienced restaurant operating executive to join our slate as we nominated directors ▪ The company refused to hold its annual meeting, instead entering into a cash and stock transaction with a friendly buyer ▪ Privet sued the company to compel an annual meeting to vote against the transaction, ultimately receiving a >20% increase in the deal price in an all-cash transaction PRIVET FUND UPG STRONGER TOGETHER Price/Share $16.00 $14.00 $12.00 $10.00 $8.00 $6.00 $4.00 On May 25, 2011, Privet initiated an investment in JAX after following the company for some time. Apr 2011 May 2011 Jun 2011 In January 2012, Privet approached JAX management seeking to add stockholder representation to the board. In March 2012 Privet nominated directors for election at the company's annual meeting. Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 In May 2012 Privet filed its proxy statement with the SEC. After the announcement, Privet called a special meeting of stockholders to protest the deal terms and share dissatisfaction with the transaction value, structure and sale process. As Privet was exerting pressure, additional strategic parties emerged as bidders and forced FNF to continually raise its offer and convert to an all-cash bid. Ultimately, in September 2012, FNF raised its offer to $14.50 per share in cash. Jan 2012 Feb 2012 Mar 2012 Nominee Biographies and Appendix On June 22, 2012, JAX announced that it had agreed to sell itself to an affiliate of Fidelity National Financial ("FNF") for $12 per share in cash and stock. Apr 2012 May 2012 Jun 2012 Jul 2012 Aug 2012 Sep 2012 130#131PRIVET CASE STUDY: BOARD REPRESENTATION AT GREAT LAKES DREDGE & DOCK (GLDD) Great Lakes Dredge & Dock, headquartered in Chicago, IL, is the largest provider of dredging services in the United States Background Following being taken public in a merger with a SPAC, the strength of GLDD'S core business was obscured by weakening non- core international dredging, protracted build time of a new vessel, and losses in its acquired remediation business ▪ A failed strategic alternatives process, coupled with significant stockholder unrest and minimal insider ownership provided a clear path for Privet involvement and ability to drive change Privet's value proposition included replacing the CEO, revamping the board of directors and working with a recognized consultant to effectuate an operational overhaul ▪ Turnaround highlights include doubling EBITDA, de-levering the balance sheet, refinancing the capital structure, and restoring confidence in management PRIVET FUND UPG STRONGER TOGETHER Price/Share $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 On February 4, 2016, Privet initiated the position. any Jan 2016 On November 21, 2016, Privet filed a 13D disclosing >5% ownership and began to directly engage with GLDD's board regarding specific director additions. Mar 2016 May 2016 Jul 2016 Sep 2016 Nov 2016 Course of Events Privet reached a negotiated settlement with GLDD that provided for a Privet principal to immediately join the board and an incumbent director to be replaced with an additional independent nominee within six months. Additionally, GLDD appointed a new CEO who has extensive engineering knowledge as the former COO of Chicago Bridge & Iron and maritime experience as the former CEO of Gearbulk, Ltd. Jan 2017 Mar 2017 May 2017 Jul 2017 Sep 2017 Nov 2017 Jan 2018 versche Mar 2018 May 2018 Jul 2018 Sep 2018 Jan 2019 Nov 2018 Mar 2019 Nominee Biographies and Appendix May 2019 Jul 2019 Sep 2019 Nov 2019 Jan 2020 Mar 2020 May 2020 131#132L PRIVET CASE STUDY: BOARD REPRESENTATION AT STARTEK, INC. (SRT) StarTek is a customer engagement, business process outsourcing services provider, delivering customer care solutions to clients from its locations in the United States, Canada, Philippines, Honduras and Jamaica Background Course of Events Following the retirement of the company's founder in 2006, the business languished with multiple CEOs and no clear strategic direction ▪ In March 2011, Privet formed a group with the company's founder and nominated three directors to the Startek board, ultimately reaching a settlement for two director designees ▪ The new board replaced most of the senior leadership team, including the incumbent CEO ▪ The company began improving its operating performance and reputation, ultimately entering into a strategic vendor relationship with Amazon, with Amazon receiving an ownership stake in the company ▪ In March 2018, Startek merged with Aegis in a value-maximizing transaction following a comprehensive review of strategic alternatives PRIVET FUND UPG STRONGER TOGETHER Price/Share $16.00 $14.00 $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 Sep 2010 In March 2011, Privet nominated three director candidates to the company's board of directors Jun 2011 Mar 2012 Following the appointment of the Privet nominees, the Board replaced the incumbent CEO, CFO, SVP of sales, head of HR and SVP of operations werten. In March 2018, Startek announced a merger with Aegis following comprehensive review of strategic alternatives a Dec 2012 Sep 2013 Jun 2014 Mar 2015 Nominee Biographies and Appendix Dec 2015 Sep 2016 Jun 2017 Mar 2018 132#133UPG HAS A DIVERSE PORTFOLIO AND NETWORK THAT CAN BENEFIT SYNALLOY PRIVET FUND UPG STRONGER TOGETHER LAMINATION SPECIALTIES POWERED BY UPG Specialist in fabricating electrical steel laminations MAKSTEEL POWERED BY UPG Steel service center specializing in flat rolled coil products (MS) MAPES & SPROWL STEEL POWERED BY UPG Leading service center specializing in enameling steel CHICAGO STEEL POWERED BY UPG A leader in steel and toll processing METALEX Leading manufacturer of high-quality metals products (m metalwares, l.p. POWERED BY UPG national POWERED BY UPG Industry leader in high-volume fabricated tubular products Morton Rail Products POWERED BY UPG Solution provider for clients across rail car applications CONTRACTORS mos Steelco POWERED BY UPG A complete steel service center Nominee Biographies and Appendix 133#134UPG SERVES A WORLD-CLASS CUSTOMER BASE WITH DIVERSE AND GROWING NEEDS H HONDA AIMAGNA CAMACO HATCH STAMPING COMPANY Ford TLC THOMSON LAMINATION COMPANY. AS9100 & EN9100 Certified MITSUBA PRIVET FUND UPG STRONGER TOGETHER MARTINREA INDUSTRIAL STAMPING DBG THE DE BIARE GROUP Whirlpool steelcase M MARWOOD FCA FIAT CHRYSLER AUTOMOBILES MANUFACTURING AR ABB KSR INTERNATIONAL CO. LONDON AUTOMOTIVE REULAND OLSUN Electrics Engineered Transformer Solutions MID-CENTRAL ELECTRIC INC. Clectric Utility Equipment GE BULL MOOSE TUBE (USS) United States Steel Gestamp GENERAL ATOMICS AND AFFILIATED COMPANIES GE Consumer & Industrial North America CONTROLLED POWER COMPANY WOLF TCI MANUFACTURINO, INC. HON MTD For A Growing World. Nominee Biographies and Appendix K AKSteel V BLACK+ DECKER ArcelorMittal LH Industries GM RC TTENTIVE METL SPAN 451 PHENIX TECHNOLOGIES 134#135UPG IS A RECOGNIZED INDUSTRY LEADER UPG and its family of companies have earned the trust of their customers and partners across the metals, manufacturing and distribution verticals PRIVET FUND Metalex has been consistent with hitting our ship dates listed on. They also completed movement of production of boards needed for Greenbrier's Mexico facilities to their SLP facilities, reducing costs and lead times. I - Greenbrier Mapes & Sprowl has always been a great partner. It's great to have a supplier and a sales team that are engaged in the same goals as we are. 11 - MKT Metal Manufacturing UPG STRONGER TOGETHER Thanks to the awesome Mapes & Sprowl team [...] for supporting this much needed medical requirement [...] Together we'll get through this. Nominee Biographies and Appendix 11 – Thompson Lamination Company II Maksteel folks do a good job at everything they do. 11 - Michigan Service Center 11 - Trinity Metalex truck/pick-up requests are submitted timely. [Metalex] is bar code compliant [and] has improved packaging and changed from metal strapping to plastic. 11 135#136UPG HAS BUILT A STRONG CULTURE THAT CAN BE REPLICATED AT SYNALLOY Under co-founder Chris Hutter, UPG has forged a dynamic culture that fuels its dedicated employees' commitment to quality, flexibility and serving customers UPG companies are proud to be partnered with: ■ Teamsters Local Union No. 731 ■ Teamsters Local Union No. 142 ■ Teamsters Local Union No. 407 ▪ Teamsters Local Union No. 406 ■ Iron Workers Local No 853 Plastic Workers Union Local #18 AFL-CIO ■ I Int'l Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers: AFL-CIO, Local 1600 PRIVET FUND UPG STRONGER TOGETHER Employee Spotlight! Ike Carneygee Operator I I've been a part of Chicago Steel for over 30 years. During my time here, I've watched the company grow and helped develop the way our Tension Line runs through trial and error. I'm so happy to be a part of this team. Chicago Steel Lamination Specialties I Nominee Biographies and Appendix Employee Spotlight! Nazario Rivas Head of Maintenance Employee Spotlight! Lorenzo Lofquist Laser Operator Contractors Steel Co. I love working with the laser machine. The challenge of programming is to cut the right parts for our customers. New machines need parts that are intricate, often requiring tight tolerances. I feel empowered knowing that all the material I cut goes into some large applications. At the age of twenty, I first started working at Lamination Specialties. So far, I have dedicated forty-four years to this company. I consider Lamination Specialties my family and take pride in assisting that operations run properly at our Oakley facility. 136#137UPG HAS LONG-STANDING COMMUNITY TIES UPG is involved in community outreach, volunteering and partnering with world-class organizations: ▪ American Brain Tumor Association ▪ American Heart Association ▪ American Lung Association ▪ Archdiocese of Chicago Association of Women in the Metals Industries ▪ Canadian Cancer Society ▪ Feed My Starving Children ▪ Motor City Slitter Charity Golf Outing PRIVET FUND UPG STRONGER TOGETHER ■ ■ Northern Illinois Food Bank Pits for Patriots Rebuilding Together ▪ Rett Syndrome Association of Illinois ▪ Susan G. Komen Race for the Cure Breast Cancer Walk ■ Toys for Tots ▪ West Suburban Community Pantry DO SALE Nominee Biographies and Appendix ASTON SHIFTERS Sponsor: UPG STRONGER TOGETHER 137