☐	Preliminary Proxy Statement

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☐	Definitive Proxy Statement

☒	Definitive Additional Materials

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•	Synalloy outperformed peers through the business cycle peak at YE 2018

•	2019’s infrastructure spending recession led to a decline in volumes and prices, which hurt Synalloy’s primary business, Bristol Metals

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•	Synalloy has reacted aggressively, cutting costs and debt, and has grown market share in 2020

•	Synalloy is a cyclical business that must be evaluated from peak-to-peak and trough-to-trough, not year-to-year

•	From the time Mr. Bram became CEO of Synalloy through May 31, 2020, Synalloy’s stock outperformed the median TSR of the peer group selected by ISS

•	Strategic plan focuses on profitable growth, cost management, safe operations and balance sheet management

•	Synalloy has a history of successfully acquiring, integrating and operating complex, cyclical manufacturing businesses

•	Executive team and Board are experienced and qualified, with years of transparent, excellent business performance; CEO has been active buyer of Synalloy stock in the open market

•	The Company is committed to running a full strategic alternatives process as soon as feasible (post COVID-19 crisis)

•	Privet praised Synalloy and its management, and coveted Synalloy’s assets and operations, for years

•	Privet was stymied in its acquisition efforts by its own failure to secure financing

•	Now, Privet and UPG have manufactured disingenuous, false and misleading complaints to gain control of the Board and business of Synalloy without paying shareholders a premium or having to finance an acquisition

•	Privet and UPG never approached Synalloy with any complaint or demand before nominating a control slate

•	Synalloy made multiple efforts to find a collaborative solution to avoid the cost and distraction of Privet/UPG’s proxy contest. Privet/UPG have rejected our offers, refusing to have meaningful settlement talks unless we first agreed to substantial management and board overhaul criteria.

•	If successful in this campaign, the dissidents intend to name UPG’s co-founder and manager as interim CEO of Synalloy and then “integrate” UPG and Synalloy’s supply chain, marketing, back office and technology operations

•	The dissidents have not demonstrated the benefits to be gained for Synalloy with such an integration

•	UPG’s conflict of interest and desire to cost share/shift with Synalloy may make Synalloy unattractive to an acquiror, precluding a value maximizing deal for Synalloy shareholders

•	The dissident’s “plan” does not reflect an understanding or appreciation for Synalloy’s complex operations, markets or value drivers

•	No one on the dissident’s slate appears to have operated or overseen a similar business

•	The dissident nominees have significant conflicts of interest, some of which have not been disclosed by the dissidents

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•	Cumulative voting is extremely rare in election contests and should be a critical consideration for shareholders who wish to avoid unintended consequences

•	The dissidents could elect three directors (depending on the turnout at the annual meeting), even without any other shareholder support

•	With even modest support from shareholders, the dissidents could obtain control of Synalloy despite Synalloy’s long record of successful operations and TSR outperformance

•	DO NOT return the white proxy card sent to you by the Dissident Group

•	DO NOT vote by responding to the email solicitations sent to you by the Dissident Group

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