Cannae : 2024 Q1 Letter to Shareholders

First Quarter 2024 Update

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Forward-Looking Statements and Risk Factors

This communication contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions, or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets and changes in macroeconomic conditions resulting from the outbreak of a pandemic or escalation of the current conflicts in Ukraine and the Middle East; risks associated with the Investment Company Act of 1940; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks related to the externalization of certain of our management functions to an external manager; and other risks.

This communication should be read in conjunction with the risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of Cannae's Form 10- Q,10-K and other filings with the Securities and Exchange Commission (the "SEC").

CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Fellow Shareholders,

The Cannae team and I are focused on growing the value of our operating companies, making new investments and closing the gap between where Cannae trades and its intrinsic value. We are taking decisive action towards these goals in 2024, including:

Establishment of Dividend

• Cannae's Board of Directors approved a quarterly dividend of $0.12 per Cannae common share to provide an additional return of capital to our long-term shareholders
• The initial dividend will be paid on June 28, 2024 to shareholders of record on June 14, 2024

Completion of Tender Offer

• In April 2024, we completed our previously announced tender offer and repurchased 9.7 Million shares of our common stock for $222 Million, or $22.95 per share
• The shares repurchased represent 13.4% of our outstanding stock as of April 1, 2024, and were acquired at a deep discount to NAV
• Since March 31, 2021, Cannae has repurchased $733 Million, or 34%, of its common stock
• Looking forward, we have approximately 13 Million shares remaining on our buyback authorization which we expect to be utilized at a measured pace

Wind Down of Management Services Agreement

• Cannae announced the amendment and wind down of its management services agreement with Trasimene Capital Management effective July 2, 2024
• With this decision, Ryan and myself will receive a majority of our compensation in Cannae stock

JANA Partners

• Cannae announced the JANA partnership in February, which includes cross-equity ownership
• The partnership is expected to result in proprietary deal flow and unique investment opportunities

Dun & Bradstreet

• Announced first quarter 2024 total revenue of $565 Million and organic revenue growth of 4.3%
• Organic revenue growth remains on an accelerating path and management is confident of achieving their mid-term target of 5-7% which is the key to driving multiple expansion
• D&B Board authorized a share repurchase program of up to 10 Million shares
• Cannae continues to be confident in D&B management and the potential for significant value creation. That said, Cannae sold 10 Million shares of D&B in the first quarter, with proceeds funding the tender offer

Alight

• Announced the sale of its Professional Services segment and its Payroll & HCM Outsourcing businesses to H.I.G. Capital for up to $1.2 Billion, an important step to improving Alight's profitability and business model
• First quarter 2024 revenue from continuing business was $559 Million, a 4.6% decrease
• BPaaS revenue from continuing business increased nearly 21%
• Adjusted EBITDA from continuing operations increased nearly 4% to $116 Million
• Additionally, Adjusted EBITDA margin from continuing operations increased 160 basis points year- over-year from 19.1% in first quarter 2023 to 20.8% in the current year period.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Dayforce

• First quarter results exceeded prior company guidance as well as consensus estimates and management raised full year 2024 guidance
• Notably, total revenue, Dayforce recurring revenue, Adjusted EBITDA, and Dayforce recurring revenue per customer all increased by double digits compared to the prior year first quarter
• Cannae sold 2.5 Million shares, representing over 60% of its December 31, 2023 ownership, of DAY in the first quarter 2024 for total proceeds of $177 Million, marking $2.4 Billion in gross proceeds from dispositions since DAY's IPO in 2018

Paysafe

• Fourth quarter 2023 payment volume and total revenue both increased 8% while Adjusted EBITDA increased 13% compared to fourth quarter 2022
• Management issued 2024 revenue and adjusted EBITDA guidance forecasting revenue growth of 5.5% to 7.0% and Adjusted EBITDA margins of 28.0% to 28.5%

System1

• Completed the sale of its Total Security business for cash consideration of $240 Million and retirement of 29 Million shares of System1 common stock
• Repaid $155 Million of debt from November 2023 to January 2024

Black Knight Football

• With the Premier League season nearly complete, the Cherries sit in 10th place with 48 points on the season, a notable improvement from last season's finish in 15th place and 39 points and guarantees the club will play in the Premier League for the 2024 - 2025 season
• AFC Bournemouth's 48 points is the most the Cherries have ever earned in the Premier League, and there are two matches remaining
• The business side of AFC Bournemouth also showed notable improvement with hospitality, sponsorship and ticketing revenue all up double digits over the prior season
• Acquired a 25% interest in Hibernian FC, a Scottish Premiership club in 7th place with 42 points

Computer Services

• CSI secured 44 core banking deals in the fiscal year ended February 29, 2024, a 33% increase
• The company also increased sales by a record 30% year-over-year

Other

• Last week, Minden Mill Distilling launched an ultra-premium vodka, High Ground Estate Vodka, which has already received 94 out of 100 points from the Beverage Testing Institute
• The restructuring of the Restaurant Group continues with more than half of O'Charley's locations closed with resources focused on profitable locations
• Sightline Payments closed the sale of JOINGO mobile report app engagement platform
• As of May 8, 2024, Cannae had $26 Million in corporate cash and short-term investments and $150 Million of margin loan undrawn capacity, offset by $60 Million in outstanding revolver debt

Sincerely,

WILLIAM P. FOLEY, II

Chairman

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

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Dun and Bradstreet Holdings, Inc.

(NYSE: DNB)

		Three Months Ended,
(In Millions) (Unaudited)		March 31, 2024			March 31, 2023
Total revenues	$	564.5	$	540.4
Net loss	$	(23.2)	$	(33.7)
EBITDA	$	160.3	$	153.8
Adjusted EBITDA	$	201.3	$	190.0

Dun & Bradstreet, a leading global provider of business decisioning data and analytics, enables companies around the world to improve their business performance. Dun & Bradstreet's Data Cloud fuels solutions and delivers insights that empower customers to accelerate revenue, lower cost, mitigate risk, and transform their businesses. Since 1841, companies of every size have relied on Dun & Bradstreet to help them manage risk and reveal opportunity. For more information on Dun & Bradstreet, please visit www.dnb.com.

Last week, D&B reported results for the first quarter ended March 31, 2024, with total revenues of $565 million in the current year quarter. Revenues before the effect of foreign exchange grew 4.1% in the quarter to $563 million, and revenues on an organic constant currency basis grew 4.3% versus the prior year quarter. First quarter growth was in line with management's annual growth guidance, as both North America and International accelerated organic growth a combined 111 basis points as compared to the first quarter of 2023. Adjusted EBITDA margin in the first quarter expanded 50 basis points to 35.7%, resulting in improved free cash flow conversion.

D&B's growth is being driven by the improvements they have made in cross-sell and upsell, new logo acquisition, new solution innovation and pricing. In particular, D&B is continuing to see strong demand for master data management and third party and supply chain risk solutions. Clients and prospects throughout the world continue to need better data, analytics and insights into the risk profile of their most critical vendors and third parties, and D&B believes the depth and breadth of their global private company data assets provides a significant advantage.

Retention rates continue to impress at 96% and, combined with the improvements they have made in cross-sell/upsell, new logo acquisition, new solution innovation and pricing, D&B is bringing a wholistic approach to growth. The company's vitality index is now at 32 percent overall and is a reflection of clients utilizing D&B's most modern solutions and taking on net new innovations. With new solutions to sell, the salesforce is bringing incremental value propositions to D&B customers through cross sell and upsell efforts and they are seeing Increased growth from pricing as a reflection of the improvements.

D&B continues to see the investments they have made over these past few years materialize into improving revenue growth, profitability, and free cash flow generation. Management reaffirmed previously issued guidance for the full year 2024.

In light of the foregoing, the company announced that its board of directors approved a share repurchase program of up to 10 Million shares of D&B common stock to capitalize on what they see as a highly favorable buying opportunity, and additionally announced another quarterly cash dividend of $0.05 per share, to be paid on June 20, 2024, to shareholders of record as of June 6, 2024.

On March 18, 2024, Cannae sold 10 Million shares of D&B common stock for gross proceeds of $101 Million, after which Cannae holds 69 Million shares of D&B common stock (including 35 Million shares pledged as collateral for Cannae's margin loan), representing approximately 16% of D&B's outstanding shares. As of May 8, 2024, the aggregate gross value of these shares was approximately $700 Million.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Alight, Inc.

(NYSE: ALIT)

		Three Months Ended,
(In Millions) (Unaudited)		March 31, 2024			March 31, 2023
Total revenues	$	559.0	$	586.0
Net loss from continuing operations	$	(121.0)	$	(84.0)
EBITDA from continuing operations	$	(20.0)	$	19.0
Adjusted EBITDA from continuing operations	$	116.0	$	112.0

Alight is a leading cloud-based human capital technology and services provider that powers confident health, wealth and wellbeing decisions for 36 Million people and dependents. The Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by global delivery capabilities, Alight Worklife is transforming the employee experience for people around the world. With personalized, data driven health, wealth, pay and wellbeing insights, Alight brings people the security of better outcomes and peace of mind throughout life's big moments and most important decisions. For more information, please visit www.alight.com.

In March, Alight announced that it signed a definitive agreement to sell its Professional Services segment and its Payroll & HCM Outsourcing businesses within the Employer Solutions segment (the "Payroll & Professional Services business") to an affiliate of H.I.G. Capital for up to $1.2 billion, subject to certain adjustments. This values the Payroll & Professional Services business at a multiple of approximately 10 times its estimated 2023 adjusted EBITDA and 24 times its estimated unlevered free cash flow. The transaction is on track to close in mid-2024.

The company noted that proceeds from the transaction will be predominantly used to reduce its net leverage ratio to below 3 times, compared to its prior target of at 3 times.

In addition, coinciding with the transaction, the company's Board of Directors authorized the repurchase of up to an additional $200 million of the company's Class A common stock, providing a total amount authorized for repurchase of $248 million after giving effect to the increase, and noted it plans to be more aggressive and consistent in its return of capital to shareholders.

This week, Alight reported its results for the first quarter 2024, with the Payroll & Professional Services business as a discontinued operation. The continuing operations business posted slightly lower revenues compared to the prior year period. However, Adjusted EBITDA increased 3.6% from $112 Million in the 2023 quarter to $116 Million in the current year and total company operating cash flow increased nearly 39% to $100 Million from the prior quarter.

Recurring revenues for the continuing operations were 93.2% of total revenue, up 50 basis points from the prior year. First quarter 2024 BPaaS revenue increased 20.6% to $117 Million and represented 20.9% of total revenue, compared to $97 Million and 16.6% of revenue in the prior year.

Looking ahead, management noted the total company has $3.1 Billion under contract for 2024, $2.2 Billion for 2025, and $1.6 Billion for 2026.

Cannae holds 52.5 Million shares of Alight Class A common stock (including 40 Million shares pledged as collateral for Cannae's margin loan), representing approximately 10% of Alight's outstanding shares. As of May 8, 2024, the aggregate gross value of these shares was approximately $408 Million.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Dayforce, Inc., formerly known as Ceridian HCM Holdings, Inc. (NYSE: DAY)

		Three Months Ended,
(In Millions) (Unaudited)		March 31, 2024			March 31, 2023
Total revenues	$	431.5	$	370.6
Net loss	$	7.1	$	9.9
EBITDA	$	80.5	$	59.7
Adjusted EBITDA	$	129.9	$	105.4

Cannae accounts for its investment under the fair value method, and accordingly our consolidated statements of operations reflect the change in the stock price of Dayforce during the periods on a non-cash basis within Recognized gains (losses), net.

Dayforce is a global human capital management technology company focused on improving work for thousands of customers and millions of employees around the world. Its single, global people platform for HR, payroll, talent, workforce management, and benefits equips Dayforce customers to unlock their full workforce potential and operate with confidence. To learn how Dayforce helps create quantifiable value for organizations of all sizes and industries, visit dayforce.com.

Dayforce announced continued growth for the first quarter 2024, again reporting double-digityear-over-year increases in several metrics compared to the prior year period, and exceeded both prior guidance and consensus estimates.

The company posted total revenue of $431.5 Million, an increase of 16.4%, or 16.5% on a constant currency basis. This was driven by strong Dayforce recurring revenue (ex-float), which grew 23.0% on a constant currency basis, to $282.4 Million. Cloud recurring gross margin was 79.0% in the 2024 quarter, up from 77.3% in 2023. Adjusted EBITDA grew 23.2% to $129.9 Million, compared to $104.5 Million in 2023.

The Dayforce platform continues to grow, with 6,575 customers live on the platform at quarter-end, compared to 6,179 on March 31, 2023. Dayforce recurring revenue per customer was $150,362 for the trailing twelve months ended March 31, 2024, a 19.2% increase.

The average float balance for Dayforce's customer funds during the first quarter 2024 was $5.56 Billion and the average yield on Ceridian's float balance was 4.4%, compared to $4.6 Billion and 3.7% in the 2023 quarter. Float revenue from invested customer funds was $60.7 Million in the first quarter.

Dayforce announced several new customer agreements as well as expanded relationships with existing customers, and provided product roadmap updates on key areas of the platform.

Importantly, management issued guidance for the second quarter and raised guidance for the full year of 2024, increasing forecasted total revenue, Dayforce recurring revenue, float revenue and Adjusted EBITDA. Management announced full year 2024 guidance for total revenue between $1,730 Million to $1,734 Million, an increase over 2023 of 14% to 15%; Dayforce recurring revenue, excluding float, of $1,163 Million to $1,168 Million, an increase of 21%; and Adjusted EBITDA of $484 Million to $499 Million, an increase of 28%.

Cannae sold 2.5 Million DAY shares in the first quarter of 2024. Since November 2018, Cannae has sold 35.6 Million shares of Dayforce for gross proceeds of approximately $2.4 Billion. Cannae now holds 1.5 Million shares or approximately 1% of Dayforce's outstanding shares, which had an aggregate gross value of $88 Million as of May 8, 2024.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Paysafe, Ltd.

(NYSE: PSFE)

		Three Months Ended,
(In Millions) (Unaudited)	December 31, 2023		December 31, 2022
Total revenues	$	414.5	$	383.6
Net loss	$	(12.1)	$	(33.7)
EBITDA	$	106.2	$	71.8
Adjusted EBITDA	$	121.7	$	107.6

Beginning in the fourth quarter of 2023, Cannae accounts for its investment under the fair value method, and accordingly our consolidated statements of operations reflect the change in the stock price of Paysafe during the periods on a non-cash basis within Recognized gains (losses), net. Paysafe will report earnings for the period ended March 31, 2024, on or about May 13, 2024. Therefore we present its results for the quarter ended December 31, 2023 herein.

Paysafe is a leading payments platform with an extensive track record of serving merchants and consumers in the global entertainment sectors. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry leading capabilities in payment processing, digital wallet, and online cash solutions. With over 25 years of online payment experience, an annualized transactional volume of $140 billion in 2023, and approximately 3,200 employees located in 12+ countries, Paysafe connects businesses and consumers across 260 payment types in over 40 currencies around the world. Delivered through an integrated platform, Paysafe solutions are geared toward mobile-initiated transactions, real-time analytics and the convergence between brick-and- mortar and online payments. Further information is available at www.paysafe.com.

Paysafe released its fourth quarter 2023 results in March, delivering its sixth consecutive quarter of year-over-year quarterly revenue growth. The company increased fourth quarter revenues and payment volume by 8% year over year and adjusted EBITDA by 13%. Total payment volume was over $35 Billion in the fourth quarter of 2023, which translated into total revenue of $415 Million.

Net loss was $12 Million in the fourth quarter, an improvement over the $34 Million loss in the prior year quarter. Adjusted EBITDA of $122 Million in the final quarter of 2023 increased 13% from the 2022 comparable period. Importantly, the company's adjusted EBITDA margin continued to expand, increasing 140bps to 29.4% in the 2023 fourth quarter compared to the prior year quarter, driven by operating leverage and lower credit losses.

The company's net leverage decreased to 5.0x Adjusted EBITDA at year-end, overachieving its previous target of between 5.1x and 5.3x of Adjusted EBITDA.

Paysafe released its full year 2024 guidance and is projecting total revenue between $1,688 Million to $1,712 Million, an increase over 2023 of 5.5% to 7% and Adjusted EBITDA of $473 Million to $488 Million, an increase of 3% to 6.3% over 2023.

Cannae holds 3.4 Million PSFE shares, or approximately 5.5% of Paysafe's outstanding shares. As of May 8, 2024, the aggregate gross value of these securities was approximately $51 Million.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

System1, Inc.

(NYSE: SST)

		Three Months Ended,
(In Millions) (Unaudited)	December 31, 2023		December 31, 2022
Total revenues	$	96.1	$	140.1
Net loss from continuing operations	$	(25.4)	$	(29.8)
EBITDA	$	(2.5)	$	(16.3)
Adjusted EBITDA	$	10.0	$	14.3

Cannae reports its equity in earnings or loss of System1 on a one-quarter lag from their public filings, and accordingly, the table above presents the results for the quarters ended December 31, 2023, and 2022.

System1, Inc. (System1) combines best-in-class technology and data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omni-channel and omni-vertical and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, and the delivery of high-intent customers to advertising partners. For more information, visit system1.com.

For its fourth quarter of 2023, System1 reported revenue of $96 Million, net loss from continuing operations of $25 Million and adjusted EBITDA of $10 Million. Importantly, System1 exceeded its guidance for revenue and adjusted EBITDA despite a challenging online advertising environment.

As previously announced, System1 completed the sale of its subscription business segment (Total Security) for $240 Million of gross cash and the retirement of 29.1 Million shares of System1 Class A common stock.

In January 2024, System1 completed the repurchase of $63.7 Million in principal amount of its outstanding senior secured term loan for $40.9 Million, exclusive of fees and expenses, pursuant to a "Dutch auction" tender offer. Since November 2023 System1 has repaid $155 Million of debt.

System1 is expected to report first quarter 2024 results on or about May 9, 2024.

Cannae holds 27.0 Million shares of SST, or approximately 24% of outstanding shares. As of May 8, 2024, the aggregate gross value of these shares was approximately $47 Million.

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CANNAE HOLDINGS, INC. / FIRST QUARTER 2024 UPDATE

Black Knight Football

(Private)

Black Knight Football and Entertainment, LP ("Black Knight Football" or "BKFE"), a partnership led by our Chairman William P. Foley, II, is focused on building a global network of world-class football clubs, players, and real estate assets that will produce operational synergies, accelerate player development, and enable efficient player migration across BKFE's network of owned and operated clubs, while driving both strong on-field performance and financial results. Black Knight Football owns 100% of AFC Bournemouth (the "Cherries"), a football club competing in the highest level of the men's English football league system, the Premier League, and minority interests in FC Lorient (French Ligue 1) and Hibernian FC (Scottish Premiership). See www.afcb.co.uk for more information and updates on AFC Bournemouth.

AFC Bournemouth. As we approach the end of the first full season we have owned the club, AFC Bournemouth has exceeded both our expectations and the expectations of the football world at-large. At the time of our acquisition in December 2022 and prior to the 2023/2024 season, many football analysts predicted the Cherries would struggle to avoid relegation. With two matches remaining, the Cherries sit in 10th place out of 20 clubs in the Premier League following a 15th place finish in the prior campaign, and are guaranteed to play in the Premier League for the 2024/2025 season. Under Black Knight Football's ownership, AFC Bournemouth already has 48 points this season, the most points the Cherries have ever earned in the Premier League and well above last season's 39 point total. Andoni Iraola has been nominated twice for the Premier League manager of the month in the 2023/2024 season and won the award in March 2024, a testament to the significant achievements of the Cherries this season.

Construction of the Cherries new state-of-the-art training facility is expected to be completed within the next eight months and will uplift the club's facilities to be on par or better than the facilities of top clubs in the Premier League. With the completion of the training facility, we aim to accelerate the organic growth of the Cherries' talent pool by attracting top young talent to the developmental squad as well as provide a ground for the development squad to train alongside the first-team squad.

In preparation for the 2024/25 Premier League campaign, AFC Bournemouth announced that their pre-season training camp this coming summer will be held in Los Angeles, California. The playing squad will be travelling to the west coast of the United States on July 15th, and will be based primarily at Dignity Health Sports Park, the world-class training facilities of MLS team LA Galaxy. The tour sees the Cherries competing in their first two friendly matches of pre-season, including a match against Wrexham AFC on Saturday July 20, 2024, in Santa Barbara, California.

Group Updates. Black Knight Football continues its progress in building out its' multi-club model. We followed the 2022 acquisition of AFC Bournemouth with the acquisition of a minority interest in FC Lorient in early 2023, and in February 2024 BKFE entered into a strategic partnership and acquired a minority equity interest in The Hibernian Football Club Limited ("Hibernian FC" or the "Hibs"), a Scottish Premiership football club founded in 1875 and based in Edinburgh, Scotland. The Hibs are currently in 7th place with 42 points. Notably, Black Knight Football is the first multi-club ownership group approved by the Scottish FA.

FC Lorient sits in 17th place in Ligue 1 through 32 matches with 26 points, facing potential relegation with two matches remaining. However, the club is separated from the 16th place club by only 3 points.

The investment in Hibernian FC further advances Black Knight Football's multi-club ownership strategy and we're already hard at work executing on the synergies the multi-club model facilitates. In the January 2024 transfer window AFC Bournemouth loaned two players to the Hibs and both have benefited from invaluable playing time following the transfers as well as played a key role in the success of the Hibs. This follows the Cherries successful purchase of Dango Outtara and Romain Fairve from FC Lorient in 2023, both of whom are key contributors to the Cherries success in the 2023/2024 season.

As of May 8, 2024, Cannae has invested $162 Million, representing an approximate 47% ownership interest in BKFE.

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