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Investor Presentation Forward Looking Statements This document contains forward - looking statements within the meaning of applicable securities laws, such as statements concern ing anticipated future events, results, circumstances,


  1. Investor Presentation

  2. Forward Looking Statements This document contains “forward - looking statements” within the meaning of applicable securities laws, such as statements concern ing anticipated future events, results, circumstances, performance ,or expectations that are not historical facts. The use of words such as “ may ,” “will,” “expect,” “believe,” or other words of similar effect may indicate a forward -looking statement. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the firm’s publicly filed documents (availa ble on SEDAR at sedar.com) and in Morneau Shepell (the Company’s) MD&A under the heading “Risks and Uncertainties.” Those risks and uncertainties include current economic conditions, income tax matters, the ability to maintain profitability and manage growth, reliance on information systems and technology, reputational risk, dependence on key clients, and reliance on key professionals. Many of these risks and uncertainties can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward -looking statement made by the Company or on the Company’s behalf. Given these risks and uncertainties, investors should not place undue relianc e on forward- looking statements as a prediction of actual results. All forward-looking statements in this document are qualified by these cautionary statements. These statements are made as of the current date and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its financial or operating results, or its securities. 2

  3. Outpacing the market Total Return – Last 5 Years (as at May 29, 2020) 1-3-5 Year Compound Annual Return 1-Year 3-Year 5-Year 160% MSI 13.4% 19.3% 17.5% Morneau Shepell 124% 140% S&P/TSX Index 17.9% 120% S&P/TSX -2.4% 2.7% 3.3% 100% S&P/TSX Composite Low Volatility Index 24.9% 80% S&P Low Volatility Index -7.2% 1.1% 4.6% 60% 40% 20% 0% -20% -40% May-15 Nov-15 May-16 Nov-16 May-17 Nov-17 May-18 Nov-18 May-19 Nov-19 May-20 3

  4. To optimize the health and productivity of people – the heart Vision of every successful organization Strategy Technology enabled Own the total Leader in design Accelerate growth Transform our operations HR services delivered well-being space and delivery through U.S. and to be more scalable and through our integrated and provide a of HR solutions global expansion focus on year over year cloud-based platform continuum of care improvement Foundation Our purpose: Improving lives. Improving business. Our values: We value long-term relationships. We treat others the way we want to be treated. We are innovative and entrepreneurial. Our clients: Create great client experiences. Our people: Ensure we have engaged talent with right skills to execute our strategic plan. Our communities: Improving social well-being. 4

  5. Balanced Revenue Mix – Q1 2020 Line of Business Revenue Geographical Revenue 5% 34% International Administrative Solutions 28% 41% United States Well-Being 12% 13% Health & Productivity 67% Canada Solutions Retirement Solutions 5

  6. High recurring revenue 1000 $889 900 800 $722 $625 700 $592 (C$ million) $567 600 $536 acquisition growth $471 500 $419 organic growth $365 400 recurring revenue 300 200 100 95% 98% 98% 98% 98% 98% 97% 97% 96% 0 2011 2012 2013 2014 2015 2016 2017 2018 2019 (w IFRS 15) Percentage indicates proportion of total revenue that is recurring from prior year 6

  7. Q1 2020 results Adjusted EBITDA (C$M) Revenue (C$M) 47.3 44.7 243.0 19.5 % 204.7 adjusted EBITDA margin 2019 2020 2019 2020 18.7% growth 6% growth 7

  8. Capital Structure 68 million common shares ~C$2.2 billion 52% institutional, 4% management, 44% retail Bank debt $700M facility ($600M matures July 2023, $100M matures April 2021) ~ C$455 million Financial Covenant: • Bank debt to Adjusted EBITDA ≤ 4.0:1 – Q1 at 3.6:1 Convertible debenture June 2021 maturity, 4.75% rate, $25.10 conversion price • C$0 On December 11 th , 2019 MSI issued a notice to redeem outstanding debentures • 98% of debentures exercised the conversion • No longer a component of the capital structure 8

  9. Investment Summary Talented Best in team of Successful class client employees Consistent Strong acquisitions satisfaction Strong margins cash flows recurring revenue 9

  10. Investor Relations contacts: Grier Colter Stephen Liptrap gcolter@morneaushepell.com sliptrap@morneaushepell.com

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