Roman DBDR Acquisition Corp. II

proxy statement or other report or document to be filed or furnished by SPAC or the Company, or any other report or document to be filed by the combined company following completion of the Proposed Business Combination, with the SEC . This Presentation includes certain financial measures of the Company not presented in accordance with International Financial Reporting Standards (“IFRS”) including, but not limited to, EBITDA . Non - IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS . You should be aware that Company’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . The Company believes these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations . The Company believes that the use of these non - IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non - IFRS financial measures to investors . These non - IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - IFRS financial measures . Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation, if and when presented, delivered to interested p for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with IFRS, if applicable . Use of Projections This investor presentation contains unaudited prospective financial information of ThomasLloyd (the “Projections”) . ThomasLloyd does not, as a matter of course, publicly disclose projections as to future revenues, earnings, financial condition, cash flows or other operating results . The Projections were prepared by ThomasLloyd’s management solely for internal use and for use in connection with discussions with certain potential investors in a potential financing transaction . The Projections were prepared as of a prior date and speak only as of that date . They were based on numerous assumptions and estimates reflecting management’s judgment at the time, including, among other things, assumptions regarding market conditions, operating performance, timing and availability of financing (including the assumption that financing of US $ 30 – 50 million would be raised prior to January 31 , 2026 ), capital expenditures and other matters . Many of these assumptions are inherently uncertain, are beyond ThomasLloyd’s control, and are subject to significant business, economic, competitive and regulatory risks . Since the date the Projections were prepared, material changes in circumstances, market conditions, strategy, financing assumptions and other factors have occurred, and certain assumptions underlying the Projections are no longer accurate . The Projections do not reflect subsequent events, updated information or revised assumptions, and have not been updated or revised to reflect current conditions . Neither Roman nor ThomasLloyd makes any representation or warranty, express or implied, as to the accuracy, completeness, reasonableness, achievability or reliability of the Projections, and neither Roman nor ThomasLloyd intends to, and expressly disclaims any obligation to, update, revise or reaffirm the Projections to reflect events or circumstances occurring after the date they were prepared, except as may be required by applicable law . The Projections are being furnished to investors with this presentation solely because they were previously made available to certain potential investors in connection with prior discussions regarding a potential financing transaction . Investors should not rely on the fact that Roman is including the Projections with this presentation as an indication that Roman or its management, ThomasLloyd or its management, or any other person considers the Projections to be predictive of future events or otherwise indicative of actual future results . Investors should not rely upon the Projections as public guidance, as predictive of future events, or as a basis for any investment decision . Additional Information About the Proposed Business Combination and Where to Find It : The SPAC and the Company will file a registration statement on Form F - 4 (the “Registration Statement”) that will include a proxy statement/prospectus of the SPAC . The Registration Statement is not yet effective . The Registration Statement, including the proxy statement/prospectus contained therein, when it is declared effective by the SEC, will contain important information about the Proposed Business Combination and the other matters to be voted upon at a meeting of the SPAC’s shareholders to be held to approve the Proposed Business Combination and other matters (the “