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© 2019 DFIN. All rights reserved.

Investor Presentation

MAY 2019

2

FORWARD LOOKING STATEMENTS AND USE OF NON-GAAP FINANCIAL MEASURESThis presentation includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Donnelley Financial and its expectations relating to future financial condition and performance. Statements that are not historical facts, including statements about Donnelley Financial management’s beliefs and expectations, are forward-looking statements. Words such as "believes," "anticipates," "estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While Donnelley Financial believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Donnelley Financial’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from Donnelley Financial’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include such risks and uncertainties detailed in Donnelley Financial’s periodic public filings with the SEC, including but not limited to those discussed under "Risk Factors" in Donnelley Financial's Form 10-K for the fiscal year ended December 31, 2018, those discussed under “Cautionary Statement” in Donnelley Financial’s quarterly Form 10-Q filings, and in other investor communications of Donnelley Financial’s from time to time. Donnelley Financial does not undertake to and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Forward looking statements in this presentation are provided on a non-GAAP basis only, without providing a reconciliation to a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations, given that it is not an indicator of business performance.

SPIN-OFF FROM RR DONNELLEYOn October 1, 2016, Donnelley Financial spun-off from RR Donnelley and became an independent publicly traded company. Historical financial information for periods prior to October 1, 2016, when the Company was part of RR Donnelley, are on carve-out basis.

This presentation contains certain non-GAAP measures, including non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margin and free cash flow. The Company believes that these non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide useful information about the Company’s operating results and liquidity and enhance the overall ability to assess the Company’s financial performance. The Company uses these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business.

Our non-GAAP adjusted EBITDA and non-GAAP adjusted EBITDA margin are adjusted to exclude the impact of certain expenses, gains and losses and other specified items that management believes are not indicative of our ongoing operations. These adjusted measures exclude the impact of expenses associated with the Company’s acquisition activities, spin-off related expenses, share-based compensation, pension income and eliminate potential differences in results of operations between periods caused by factors such as depreciation and amortization methods, historic cost and age of assets, financing and capital structures, taxation positions or regimes, restructuring, impairment and other charges and gain or loss on certain equity investments and asset sales. Free cash flow is a non-GAAP financial measure and is defined by the Company as net cash flow provided by operating activities less capital expenditures. By adjusting for the level of capital investment in operations, the Company believes that free cash flow can provide useful additional basis for understanding the Company’s ability to generate cash after capital investment and provides a comparison to peers with differing capital intensity.

These non-GAAP measures should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these measures are defined differently by different companies in our industry and, accordingly, such measures may not be comparable to similarly-titled measures of other companies.

Certain components of the guidance given herein are provided on a non-GAAP basis only, without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner, consistent with SEC rules, because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, restructuring charges, impairment charges, spinoff-related transaction expenses, acquisition-related expenses, gains or losses on investments and business disposals and other similar gains or losses not reflective of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations, given that it is not an indicator of business performance.

DFIN OVERVIEW

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Who We Are• DFIN is a leading global risk and compliance

solutions company. The Company provides regulatory filing solutions, software-as-a-service (“SaaS”), technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve their regulatory and compliance needs

What we do• Markets fluctuate, regulations evolve, technology

advances, and through it all, we deliver confidence to our clients with the right solutions in moments that matter

• Revenue mix shift towards SaaS and technology-enabled services will drive EBTIDA and cash flow growth

• Increasingly predictable revenues with over 60% being recurring in nature

• SaaS revenues growing ~15% annually with high renewal rates and incremental margins

• Track record of creating value through M&A and strategic partnerships provides upside to organic growth

• Potential for future capital return to shareholders

About DFIN Compelling Long-Term Investment

For companies - DFIN supports its clients regulatory and compliance needs throughout a company’s life cycle. DFIN’s technology-enabled service and SaaS offerings include digital document creation, online content management tools that support regulatory reporting and our virtual data room that securely completes corporate financial transactions. For the investment markets – including mutual funds, insurance companies and hedge funds – we provide solutions designed to enhance the investor experience and cloud based tools for creating and filing high-quality regulatory documents, such as Forms NMFP, N-PORT and N-CEN. All that we do is supported by deep industry expertise and exceptional service, which is essential given that our clients look to us for help in navigating a high-stakes and ever changing regulatory environment. It’s also what earns our client’s trust. By providing the right solutions when efficiency and accuracy matter most, we deliver confidence.

Business Overview

DFIN IS A LEADER IN GLOBAL RISK AND COMPLIANCE

4

Recognized brand in the market

Well-positioned to help clients navigate the

changingregulatory

environment

Strong tech-enable service

backbone; Product

transitioning to SaaS

3,100 employees, 59 locations

globally, 17 countries

Serving:422 of S&P 500, 745 of Fortune

1000 and ~80% of the world’s leading

mutual funds, hedge funds and

insurance companies

Blue Chip Client BaseUnmatched Industry Capabilities

DIVERSIFIED OFFERINGS

5

Capital Markets Offerings Investment Markets Offerings

50%

37%

13%

US Capital Markets

US Investment Markets

International

DFIN provides regulatory filing solutions, software-as-a-service (“SaaS”), technology-enabled services and print and distribution solutions to public and private companies, mutual funds and other regulated investment firms, to serve their regulatory and compliance needs

2018 Net Sales1

by Segment = $921M

SaaS, Tech-enabled Services and Products:• Venue: Virtual data room• ActiveDisclosure: Cloud-based tool for the

creation of financial disclosures• Edgar Online: Data extraction of financial data

with flexible API• eBrevia: Industry leading cloud-based contract

analysis tools• Transaction and Compliance Solutions: On-

site or remote full-service document and filing services

SaaS, Tech-enabled Services and Products• FundSuiteArc: Cloud-based content

management and filing tools• Regulatory & Reporting Solutions: On-site

or remote full-service fund registration and ongoing disclosures services

• Investor Communications Solutions: Digital and physical distribution of fund communications

• Health Care Solutions: Creation, ordering and distribution of health care communications

DFIN provides a comprehensive set of solutions to corporate clients, domestically and internationally, to comply with disclosure obligations, create, manage and deliver accurate and timely financial communications, manage public and private transaction processes and provide clients with business intelligence from financial disclosures with data and analytics services

DFIN provides a comprehensive set of solutions to clients operating in global investment markets domestically and internationally, including United States based mutual funds, hedge and alternative investment funds, insurance companies and overseas investment structures for collective investments (similar to mutual funds in the United States)

1Excludes Language Solutions which accounted for $41.8M in 2018 Net Sales and was sold in July 2018

CAPITAL MARKETS BUSINESS OVERVIEW

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IPO PUBLIC COMPANY GROWTH / M&APRIVATE COMPANY

Artificial intelligence driven contract

analytics

Interactive multimedia enabled

communication

Streamlined audit control process

A/R proxy design, SEC filings &

printing

Collaborate on formal and / or informal documentation

Secure workspace for due diligence, capital raising

and storage

Seamlessly link Excel to Word

Private CompanyVenue® Virtual Data Room

ActiveDisclosure®

Due diligence

IPOVenue® Virtual Data Room Due diligence

EDGAR Filings S-1

DFIN File16 Forms 3, 4 & 5

Composition & Printing IPO & prospectus

GrowthVenue® Virtual Data Room

Transactions & M&A activity

EDGAR Filings 10-K, 10-Q, Section 16, S-4 & 144A

Composition & Printing S-3, S-4 & 144A

ActiveDisclosure®

10-K, 10-Q & other SEC filings

XBRL Reporting 10-K, 10-Q & other registration statements

Public Company

Roundtable Corporate repository

Venue® VirtualData Room

10-K, 10-Q & other SEC filings

Composition & Printing

10-K, 10-Q & other SEC filings

ActiveDisclosure® 10-K, 10-Q & other SEC filings

XBRL Reporting 10-K, 10-Q & registration statements

Investor communication, annual & special meeting

tabulation, and broker support

ActiveLink Corporate Governance

Business Description

• DFIN provides a comprehensive suite of products and services to assist clients with disclosure obligations including the creation, management and delivery of accurate and timely financial communications

• SaaS and Tech-enabled Solutions:– Venue: Virtual data room– eBrevia: Industry leading cloud based contract analysis tools– ActiveDisclosure: Cloud based tool used for the creation of financial disclosures– EdgarOnline: Data extraction of financial data with flexible API– Traditional Support: On-site, remote transaction / compliance support and filing

INVESTMENT MARKETS BUSINESS OVERVIEW

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Content Managementcontent to Market

Shareholder Communicationscontent to Investors

Industry

Technology driven automation solutions that drive out cost and solve complex regulatory and reporting requirements for our clients

• Industry disruption pending, operational transformation is over-due • Major middle and back office cost/platform challenges• Industry faced with new/emerging complex regulatory requirements

Our value proposition resonatesFirms will reduce costs through improved use of technology and dataWe can play a major role in helping our clients meet this challenge

Collect Create Control Communicate(Documents used throughout process)

Disclosure document creationMutual Fund, Insurance/Investment, Alternative Investment clients

Investment product sales cycleSales Channel, Broker and financial advisor clients

Pre-sale Point of sale Post sale Ongoing

Business Description

• DFIN supports the creation and distribution of regulatory disclosure and shareholder communications for mutual funds, alternative investment funds, investment insurance companies and broker dealers

• Market participants need new tools and services to manage the increased requirements for creation and distribution of disclosurecommunication

• Financial regulators require market participants to communicate and disclose data-driven content about their products and services

STRONG MARKET POSITION WITH OPPORTUNITIES FOR GROWTH

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U.S. Capital Markets

U.S. Investment Markets

International

Market Position

• #1 U.S. Transactional Filer• #1 U.S. Compliance Filer• #2 Compliance Workflow & Filing

software (ActiveDisclosure)• #3 Virtual Data Room software (Venue)

• #1 Capital Markets

Growth Drivers

• ActiveDisclosure back sell opportunities; inclusion in transactional process

• Expansion of Venue addressable market• eBrevia adoption and cross sell opportunities• Compliance opportunities in private companies• Transactional opportunities in SPACs

• Deliver solutions to the fund industry via FundSuiteArc (recent examples N-PORT & N-CEN)

• Back sell additional FundSuiteArc modules to existing clients

• Opportunities to expand further into Alternatives market• Full service proxy opportunities leveraging Mediant

• Expansion of Venue addressable market• ActiveDisclosure back sell opportunities• Deliver solutions to the fund industry via FundSuiteArc

(recent example PRIIPS)

• #1 U.S. Compliance Filer• #1 Content Management software

(FundSuiteArc)

Market Dynamics

• Virtual Data Room: Growing market paired with award winning solutions; eBrevia broadens solution set

• Compliance: # of public companies shrinking; Opportunities within private companies

• Transactional: Attractive business that comes with cyclicality; Provides opportunities for SaaS and Compliance cross-sell

• Regulation: Increased global regulation with heavy data-driven requirements; Fragmented provider ecosystem (point solutions)

• Automation: End clients are under fee pressure, driving need for cost saving workflow solutions

• Capital Markets: Historically focused on transactions; additional opportunity in SaaS and Compliance

• Investment Markets: Global regulations driving increasing DFIN presence in EU

BUSINESS MIX SHIFT WILL DRIVE SHAREHOLDER VALUE CREATION

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Investing in a Digital Transformation

• Investing in our existing, and developing new, SaaS solutions to drive recurring revenue growth with higher margins and increased cash flows

• Acquiring complementary SaaS solutions to increase the pace of our business transformation, leverage our existing customer relationships and expand our addressable market

• Investing in digital marketing and SaaS specific sales capabilities to increase deal velocity while reducing overall customer acquisition costs

• Investing in our core internal technology platforms to increase profitability while enhancing customer experience

• Investing in digital print assets to increase efficiency and lower costs as print volumes decrease

Print38%

Tech-enabled Services

44%

SaaS18%

2018A

Print20%

Tech-enabled Services

40%

SaaS40%

5-Year Target1

Print45%

Tech-enabled Services

47%

SaaS8%

2013A

Evolution of DFIN’s Net Sales Mix

12018 Investor Day target, which includes both organic growth projections and inorganic upside opportunities

DFIN’s strategy is centered around supporting our clients wherever and however they want to work in an increasingly digital world. To meet this challenge, we are actively investing in our technology platforms in order to provide the most comprehensive SaaS and technology-enabled services solutions in the marketplace

Investor Day organic growth projections put SaaS close to 30%

of total net sales at 2022

GROWING SAAS PORTFOLIO

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Product Description

Provides a single platform to manage content and

create, review and publish critical

disclosures

Provides a secure workspace for due

diligence, capital raising and document repository.

Provides industry-leading artificial intelligence, including machine learning and natural

language processing technology, to extract data from

contracts for use in contract analysis, due diligence and

lease abstraction.

Allows firms to collaborate, tag, validate

and file to the SEC efficiently. Finalize a 10-K, or prepare for an IPO

and file your S-1 with unmatched accuracy.

Provides data derived from filings and other disclosure documents. Creates and

distributes company data and public filings for equities, mutual funds and other publicly traded assets

Reporting Unit Investment Markets Capital Markets Capital Markets Capital Markets Capital Markets

Competition Confluence, Workiva, ToppanMerrill, Appatura, Kneip, Kurtosys, FilePoint

Intralinks (SS&C)DatasiteOne (Merrill)

Seal Software, Kira, Luminance, RAVN

Workiva, CertentBridge (Merrill)

Factset, DataFeeds, Refinitiv (Thomson

Reuters)

2019 GUIDANCE & FINANCIAL HIGHLIGHTS

11

2018 Results 2019 Guidance

Net Sales1 $963M $910M to $940M

Organic Net Sales Growth1 (0.9%) ~+0.4%

Non-GAAP Adjusted EBITDA $154.9M $145M to $155M

Depreciation & Amortization $45.8M ~$48M

Interest Expense $36.7M ~$35M

Non-GAAP effective tax rate 30.7% 29% to 31%

Diluted share count 34M ~35M

Capital Expenditures $37.1M $40M to $45M

Free cash flow $29.2M $40M to $45M

12018 Net Sales includes $41.8M from Language Solutions which was sold in July 2018

Financial Guidance• Business naturally evolving toward technology-enabled services and software solutions over

time• Creating value through changing the revenue mix while achieving modest organic growth;

Significantly higher gross margins on SaaS and Tech services vs. Print• SaaS revenue currently represents ~18% of total net sales and has been growing at ~15%

CAGR for the last 4 years

• Existing SaaS offerings can be scaled at high incremental margins• Continued focus on cost structure to drive productivity; portion of cost savings reinvested in

operating expense to support strategic priorities• Substantial portion of cost related to Products revenue is variable• Partially-outsourced production model facilitates cost management

• Harvesting cash flows from legacy product business to fund growth initiatives• Ongoing focus on technology-based solutions to increase portion of SaaS and other recurring

revenue• Recurring revenue base and scalable growth opportunities drive higher cash flow

• Reduced leverage; year-end 2018 gross leverage of 2.3x, down from 3.6x at year-end 2016• Investment spending targeted toward opportunities that support growth and improve the mix of

revenue

Disciplined Approach to

Capital Allocation

Strong Cash Flow Generation

Ability to drive margin improvement

Value creation opportunities

INVESTOR DAY LONG-TERM MODEL: NET SALES GROWTH ASSUMPTIONS

121Variablity/cyclicality in Transactional net sales can materially impact growth rates and profitability year to year. Expectations above assume neutral market conditions. 2Includes estimated reduction in print revenues related to rule 30e-3, ~$60 million net sales ~$10 million EBITDA impact effective 2021 3Numbers have been updated post Investor Day to reflect the sale of Language Solutions in July 2018

2013-2017 CAGR 2017-2022E CAGR Driver of change vs. trend

Capital Markets1 -4% +1% to +2% Market share; revenue mix, stable market

Investment Markets2 Flat -1% to -2% Regulatory (rule 30e-3 adoption)

U.S. Segment -3% Flat to +1%

International Segment +5% +5% to +6% Similar trajectory

Total DFIN3 -2.1% +0.75% to +1.25% Market share & revenue mix, primarily in Capital Markets

Reporting Unit view

Products vs. Services view

2013-2017 CAGR 2017-2022E CAGR Driver of change vs. trend

Products, excl. 30e-3 impact n/m -2% to -3%

Products, 30e-3 impact n/m n/m

Products -5% -5% to -6% Regulatory (rule 30e-3 adoption)

SaaS +17% +13% to +17% Similar trajectory

Tech-enabled Services -2% -0.5% to +0.5% Stable market & share gains

Services +1% +4% to +5%

Total DFIN3 -2.1% +0.75 to +1.25%

2017-2022E CAGR impacts (at midpoint)

2017-2022E CAGR

Products, excl. 30e-3 impact -0.7%

Products, 30e-3 impact -1.2%

SaaS 2.9%

Tech-enabled Services 0.0%

Total DFIN +1.0%

RECENT FINANCIAL PERFORMANCE & BASE CASE PROJECTIONS

13

Net Sales Non-GAAP Adjusted EBITDA and Margin

85 9166

85121

59 6429 43

87

020406080

100120140

2016 2017 2018 2019G 2022E

$ m

illio

ns

OCF FCF

161 171155 152

196

16.4% 17.0% 16.1% 16.2%

20.0%

0%

5%

10%

15%

20%

0

50

100

150

200

2016 2017 2018 2019G 2022E

Non-GAAP Adjusted EBITDA Margin

171155

196

Operating and Free Cash Flow

1. 2016-2018 Net Sales include Language Solutions, which accounted for $41.8M in 2018 Net Sales and was sold in July 20182. 2019G mid-point of guidance, as of 5/2/19, and not reaffirmed here

2

2

$ m

illio

ns 161 152

1

2

$ m

illio

ns

500

600

700

800

900

1,000

1,100

2016 2017 2018 2019G 2022E

DFIN Language Solutions

984 1,005963 925

978

The ongoing mix shift will drive EBITDA margin improvement as higher margin SaaS

replaces lower margin Print sales

CAPITAL DEPLOYMENT AND LEVERAGE

14

3.6x

2.7x2.3x

1.5x

3.4x

2.4x2.0x

0.0x0.0x

1.0x

2.0x

3.0x

4.0x

2016 2017 2018 2022E

Gross Leverage Net Leverage

Gross and Net Leverage

• Delivered on post-spin commitment to reduce leverage; year-end 2018 gross leverage of 2.3x, down from 3.6x at year-end 2016

• Continue to target gross leverage in the range of 2.25x to 2.75x; point-in-time leverage impacted by seasonality of cash flows and M&A activity

• Investment in technology/SaaS to drive profitable growth• Targeting internal investment opportunities generating returns in the mid- to

high-teens; hurdle rate adjusted for execution risk• Capital expenditures for 2019 expected to be in the range of $40 to $45 million;

expect capital spending to moderate down toward 3.0% - 3.5% of revenue by 2022

• Pursue selective strategic relationships and acquisitions to expand service offerings and broaden market reach

• M&A activity potentially replaces a portion of capital spendingM&A and

Partnerships

Capital Expenditures

Leverage & Liquidity

Return of Capital

• No dividend or share repurchase authorization in place currently

• Revolving credit agreement does allow for $30 million aggregate restricted payments, including dividend payments of up to $20 million

Target Gross Leverage Range

1Assumes $300mm 8.25% senior notes due October 15, 2024 remain outstanding

1

TRACK RECORD OF INTERNAL DEVELOPMENT AUGMENTED BY M&A

15

2016201520112007 2008 2009 2010 2012 2013 2014 2017

Organically developedsoftware

Strategic partnerships

Acquisitions

PROSPECTUS CENTRAL

(2008 Partnership) (2009 Partnership)

Virtual Data Room Content Management Workflow / Filing

2018

DFIN Timeline

(2015 Partnership)

DFIN acquired eBrevia, a leading SaaS contract review and analysis solution, on December 18, 2018 for a total consideration of approximately $23.2 million, net of cash acquired

Appendix

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GAAP TO NON-GAAP RECONCILIATIONS

17

GAAP TO NON-GAAP RECONCILIATIONS

18

DFIN INVESTOR RELATIONS

19

Justin Ritchie SVP Investor RelationsEmail: investors@dfinsolutions.com

Contact Information