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Investor Presentation February 6, 2020

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Page 1: Investor Presentations2.q4cdn.com/.../q4/PJT-Partners-Investor-Presentation-4Q19-(2.6.20… · PJT Partners Businesses Overview $450 Billion+ Total announced M&A volume1 $235 Billion+

Investor PresentationFebruary 6, 2020

Page 2: Investor Presentations2.q4cdn.com/.../q4/PJT-Partners-Investor-Presentation-4Q19-(2.6.20… · PJT Partners Businesses Overview $450 Billion+ Total announced M&A volume1 $235 Billion+

Notices and DisclaimersForward-Looking StatementsThis presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, financing plans, competitive position,potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statementsinclude all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,”“anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should notput undue reliance on any forward-looking statements contained herein. PJT Partners undertakes no obligation to publicly update or review any forward-looking statement, whether as aresult of new information, future developments or otherwise. The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31,2018, filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, accessible on theSEC’s website at www.sec.gov, could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. There may be other risks and uncertaintiesthat PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the results of PJT Partnersto differ materially from those expressed in forward-looking statements.

Non-GAAP Financial MeasuresThis presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes orincludes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the UnitedStates of America (“GAAP”) in the statements of operations, financial condition or cash flows of the company. These measures should not be considered substitutes for, or superior to,financial measures prepared in accordance with GAAP. Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful toinvestors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis; AdjustedEarnings per Share; Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation,remove the significant accounting impact of: (a) transaction-related compensation expense, including expense related to Partnership Units with both time-based vesting and marketconditions as well as equity-based and cash awards granted in connection with the spin-off from The Blackstone Group Inc. (“Blackstone”) and acquisition of CamberView; (b) intangibleasset amortization associated with Blackstone’s initial public offering (“IPO”), the acquisition of PJT Capital LP, and the acquisition of CamberView; (c) impairment of CamberView’s formerleased space; and (d) the amount PJT Partners has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Reconciliations ofthe non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 22 and 26 of this presentation. Foradditional information about our non-GAAP financial measures, see our filings with the SEC.

DisclaimersThis document is “as is” and is based, in part, on information obtained from other sources. Our use of such information does not imply that we have independently verified or necessarilyagree with any of such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of this document. Neither we nor any of ouraffiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oralinformation provided in connection herewith, or any data it generates and expressly disclaim any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any ofsuch information or any errors or omissions therein. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as ofthe date of this document and are subject to change. We undertake no obligations or responsibility to update any of the information contained in this document. Past performance does notguarantee or predict future performance.

This document does not constitute an offer to sell or the solicitation of an offer to buy any security, nor does it constitute an offer or commitment to lend, syndicate or arrange a financing,underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and does notconstitute legal, regulatory, accounting or tax advice to the recipient. This document does not constitute and should not be considered as any form of financial opinion or recommendationby us or any of our affiliates. This document is not a research report nor should it be construed as such.

Presentation of InformationAll facts, metrics and other information provided herein are presented as of December 31, 2019 unless otherwise stated.

Copyright © 2020, PJT Partners Inc. (and its affiliates, as applicable). 2

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(1) Since spin-off on 10/1/15 to 12/31/19(2) FY19 versus FY15 revenues(3) Bloomberg FY19(4) Bloomberg announced volume since spin-off on 10/1/15 to 12/31/19

Our Goal: Building The Premier Advisory Focused Global Investment Bank

Vision

$450 Billion+ M&A deals announced4

107% Increase in the number of employees on our platform1

#9 Ranked advisor in global M&A announced volume3

77% Increase in revenues2

$90 Billion+ Capital raised1

$350 Billion+ Liabilities restructured1

Our Progress…

3

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Full Year 2019 Financial Highlights

(1) Figures are shown ‘as adjusted’; see reconciliations in the appendix on page 22(2) Weighted-average for the twelve months ended 12/31/19

678Employees

$718Million

Strong Revenue Growth

Pretax Income Growth1

Pretax Margin Expansion1

+24% YoY

$132Million

+33% YoY

18.4%

+130bps YoY

41Million Shares

Minimal Share Count Growth2

Strong EPS1

Continued Investment in Talent

+2% YoY

$2.41

+26% YoY +15% YoY

4

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Only firm of consequence created post financial crisis

Day 1 of Firm = Day 1 as a Public Company

Evolution of PJT Partners: Our Unique Start

Greenfield in Strategic Advisory

Leading businesses in Restructuring and Park Hill

Clean slate of costs; zero-based budgeting

Oct. 1, 2015

5

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PJT Partners TodayNew take on the traditional advisory model…

Young, entrepreneurial firm

Global reach and sophistication with fewer offices

Destination for talent at all levels

Broad based advisory capabilities

Client focused, not market share focused

Collaboration embedded in culture

6

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PJT Partners Poised for Growth…and it is still early days!

Substantial investment in Strategic Advisory paying off

Continued value-added investment in Strategic Advisory to enhance future growth

Early stage of multi-year growth trajectory

Leveraging cross-business collaboration to increase market share

Opportunity to expand footprint, geography and capabilities

Firm built to grow in almost any market environment

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Why Clients Choose PJT Partners

Big Firm Capabilities

> Contested Situations

> Corporate Finance

> Corporate Governance

> Debt Capital Markets

> Defense

> Direct Investments

> Equity Capital Markets/IPO

> ESG/Sustainability

> Fundraising

> Liability Management

> Mergers and Acquisitions

> Private Capital Markets

> Restructuring & Special Situations

> Secondary Advisory

> Shareholder Vote Campaigns

Small Firm Feel

Client Centric

Partnership Culture

Experienced, Hands-On Partners

Invested Teams

Advice as the Main Event

No Balance Sheet ConflictsFundraising

ShareholderAdvisory

Restructuring&

SpecialSituations

StrategicCapital Markets

StrategicAdvisory

8

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Destination for Top Talent: High-Grading The Big Firm Experience

Brand recognitionEntrepreneurial

at all levels

Globalreach

Complex transaction flow

Advice as the main

event

Pride in accomplishing the build-out

Concentration of top

practitioners

Partnership culture

Opportunity for meaningful

impact

Collaboration & teamwork

…with a small firm feelBig firm capabilities…

Focus on talent development

Commitment to excellence

Cross-product capabilities

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Global Reach and Impact

28Languages

19Nationalities

25%+Employees Outside the U.S

Global Talent Global Client Reach

1 Global Culture…7 Locations

Chicago LondonBoston MadridNew YorkSan

FranciscoHongKong

49Countries

10

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2019

Note: Figures as of 12/31 each year

Premier Destination for Top Talent at All Levels

2015 2016 2017 2018 2019

Employee Growth

46 51 6171

45 14 15 7

Strategic Advisory Restructuring PJT Park Hill Corporate

81

37 13 16 527 13 17 420 13 15 318 11 14 3

2015 2016 2017 2018

353419

Partner Growth

473590

678

11

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What Our Employees Are Saying about Us

Commitment to Integrity

Differentiated Culture

Note: Based on PJT’s 2018 & 2019 employee feedback surveys

Commitment to Excellence

Respect Among

Colleagues

I look forward to coming to work everyday knowingthe people I work with really value each other andwork hard together to make the company the best itcan be.

I feel an intense sense of ownership and that what I do every day actually contributes to the success of the firm.

Collaborative environment where leadershipencourages deep investment in relationships.

Shows a commitment to building a truly collaborative culture with exceptional talent.

PJT is a growing firm where it feels like it is ‘ours’.

PJT is a modern, forward thinking company that does well by its employees.

Offers the unique opportunity to build a growing business.

As the company continues to grow, PJT still feels small and tight-knit with an entrepreneurial mindset and culture.

The firm has a clear vision and identity and honestleadership.

The energetic environment and the peoplecontinue to make PJT a great place to work.

Each day, I am presented with new challenges and learning opportunities.

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(1) Bloomberg announced volume since spin-off 10/1/15 to 12/31/19(2) Bloomberg as of 12/31/19(3) Ranking sourced from Full Year 2019 Refinitiv Distressed Debt & Bankruptcy Restructuring Review(4) Deals sourced from BankruptcyData.com and based on actual liabilities

PJT Partners Businesses Overview

$450 Billion+Total announced

M&A volume1

$235 Billion+2019 announced

M&A volume2

#92019 announced

M&A volume2

50+of the

Fortune 100

290+Complex proxy

votes/campaigns

$2 Trillion+Liabilities restructured

since inception

600+Distressed advisory

situations in 30+ countries

#1 Worldwide completed

restructurings3

Top 5Advised on 5 of the top 10

announced bankruptcies in FY194

$350 Billion+Capital raised

since inception

300+Primary

funds raised

3,000+Investor

relationships

$40 Billion+Executed transactions

by Secondary Advisory

World-Class Strategic Advisory Business PJT Camberview

Leading Restructuring & Special Situations Business

PJT Park Hill, Leading Advisor to Alternative Asset Managers

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Premier Strategic Advisory Franchise

(1) Bloomberg M&A announced volume as of 12/31/19(2) Refinitiv M&A announced volume as of 12/31/19

2019Highlights

Advised on

$235+ billion

in global announced

volume1

Multiplesuccessful debt and

equity capital raises

3 of 6 largest

healthcaretransactions2

2nd largest

financials deal2

3 largest gaming

transactions2

#7 in US M&A

announced volume1

#9 in global

M&A announced

volume1

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Strategic Advisory: We Advise Companies on Their Most Important Strategic Decisions…Large and Small

$10.5 Billion

$59 Billion$63 Billion $48 Billion

$21.4 Billion $18 Billion

$17 Billion

€115 Million

$290 Million $180 Million

$167 Million

$123 Million $90 Million$11 Billion

$445 Million

$100 Million

$162 Million

Transactions > $10 Billion Transactions < $500 Million

$26 Billion

15

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3 5

9

18

23

30

5

18

20

27

37

45

2014 2015 2016 2017 2018 2019

Strategic Advisory: Long-Term Growth Driven by a Growing Roster of Experienced Practitioners

NUMBER OF STRATEGIC ADVISORY PARTNERS1

(1) Partner counts are as of period end(2) As of 10/1/14(3) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin(4) Inclusive of individuals from CamberView Partners that became part of PJT Partners post acquisition

2,3 4

# of Strategic Advisory Partners with >2 years on PJT platform

Sustained growth in Strategic Advisory partner hires since inception

More partners gaining traction on the PJT platform

Approximately one-third of partners still new to the PJT platform

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$51.7Billion

$11.2Billion

$1.9Billion

$2.9Billion

$4.8Billion

Restructuring & Special Situations: Leading Global Franchise

(1) Deals sourced from BankruptcyData.com and based on actual liabilities(2) Ranking sourced from Full Year 2019 Refinitiv Distressed Debt & Bankruptcy Restructuring Review(3) Rankings based on restructuring value (in $ million)

Advised on 5 of the top 10 announced bankruptcies in FY191

#1 EMEACompleted Restructurings

#1 WorldwideAnnounced Restructurings

#1 WorldwideCompleted Restructurings

2,3 2,3

2,3

#1 United StatesAnnounced Restructurings

2,3

17

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PJT Park Hill: Leading Advisor to Alternative Asset Managers

Private Equity

> Buyouts

> Growth equity

> Energy

> Distressed

> Special situations

> Private credit

> Infrastructure

Hedge Funds/ Private Credit

> Public & private credit

> Public equity

> Structured finance

> Event driven

> Multi-strategy

> Special situations

> Global macro

Real Estate

> Opportunistic & value-add

> Core/core+

> JVs, clubs & SMA programs

> Debt/credit

> Portfolio recaps & direct sales

> Sector & regional operators

> Real assets

Secondary Advisory

> GP liquidity solutions

> GP tender offers

> GP recapitalizations

> LP portfolio solutions

> Asset strip sales

> Collateralized fund obligations

> Single asset SPVs

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Your results are our reputation…

Strong Legacy, New Energy

One Integrated Firm, Complementary Capabilities

A Tradition of Forward Thinking

Defined by Deep Relationships

Culture Defined by Collaboration, Clients and Content

With a Focus on the Future

…We are PJT Partners

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Financials

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GAAP Statements of Operations

(Amounts in millions, except per share data)

Note: Totals may not add due to rounding

3 Months Ended 12/31, 12 Months Ended 12/31,

2019 2018 2019 2018

Revenues

Advisory $188.2 $132.6 $571.8 $451.6

Placement 55.6 38.6 133.2 111.0

Interest Income and Other 4.9 4.2 12.7 17.7

Total Revenues 248.7 175.4 717.6 580.2

Expenses

Compensation and Benefits 164.8 126.7 502.2 424.5

Occupancy and Related 8.7 7.1 31.5 27.1

Travel and Related 6.5 6.5 25.7 23.4

Professional Fees 4.2 5.3 21.8 20.6

Communications and Information Services 3.3 3.0 13.4 12.5

Depreciation and Amortization 3.8 3.6 14.5 10.0

Other Expenses 8.5 6.5 26.4 20.6

Total Non-Compensation Expense 34.9 32.0 133.3 114.3

Total Expenses 199.8 158.7 635.4 538.7

Income Before Provision (Benefit) for Taxes $48.9 $16.7 $82.2 $41.5

Provision (Benefit) for Taxes 10.9 4.1 18.4 (1.0)

Net Income $38.0 $12.5 $63.8 $42.6

Net Income Attributable to Non-Controlling Interests 21.2 5.1 34.2 15.4

Net Income Attributable to PJT Partners Inc. $16.8 $7.4 $29.6 $27.2

Net Income Per Share of Class A Common Stock — Basic $0.71 $0.32 $1.23 $1.23

Net Income Per Share of Class A Common Stock — Diluted $0.69 $0.22 $1.21 $1.16

Weighted-Average Shares of Class A Common Stock Outstanding — Basic 23.7 23.2 24.0 21.9

Weighted-Average Shares of Class A Common Stock Outstanding — Diluted 25.0 39.9 25.0 24.3

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Summary of GAAP to Adjusted Financial Information

(Amounts in millions, except per share data)

Note: Totals may not add due to roundingSee “Notes to Financials” on page 26 for footnote detail

3 Months Ended 12/31, 12 Months Ended 12/31,

2019 2018 2019 2018

RevenuesAdvisory $188.2 $132.6 $571.8 $451.6 Placement 55.6 38.6 133.2 111.0 Interest Income and Other 4.9 4.2 12.7 17.7

Total Revenues $248.7 $175.4 $717.6 $580.2 Compensation and Benefits Expense

Compensation and Benefits- US GAAP Basis 164.8 126.7 502.2 424.5 Adjustments:

Transaction-Related Compensation Expense (1) (4.7) (13.9) (41.9) (52.6) Compensation and Benefits- As adjusted $160.1 $112.8 $460.3 $371.9 Non-Compensation Expense

Non-Compensation- US GAAP Basis 34.9 32.0 133.3 114.3 Adjustments:

Amortization of Intangible Assets (2) (1.9) (2.0) (7.7) (3.7) Spin-Off-Related Payable Due to Blackstone (3) (0.0) (0.1) (0.5) (1.1) Impairment (4) – (0.3) – (0.3)

Non-Compensation- As adjusted $33.0 $29.7 $125.1 $109.1 Pretax Income

Income Before Provision (Benefit) for Taxes- US GAAP Basis 48.9 16.7 82.2 41.5

Income Before Provision for Taxes- As adjusted $55.5 $32.9 $132.3 $99.2 Adjusted Taxes(5) 9.6 7.8 22.0 16.5

Net Income- As adjusted $46.0 $25.1 $110.2 $82.7

If-Converted AdjustmentsLess: Adjusted Taxes (5) (9.6) (7.8) (22.0) (16.5) Add: If-Converted Taxes (6) 13.9 8.0 33.7 22.7

Adjusted Net Income, If-Converted $41.6 $24.9 $98.5 $76.5 Adjusted Net Income, If-Converted Per Share $1.02 $0.60 $2.41 $1.91 Weighted-Average Shares Outstanding, If-Converted 40.8 41.3 41.0 40.1

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406

499 499

580

718

350

400

450

500

550

600

650

700

750

2015 2016 2017 2018 2019

Historical Revenues

HISTORICAL REVENUES $mm

Full Year Revenues

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Capital Priorities

> CamberView acquisition completed on October 1, 2018

> 107% headcount growth since spin1

> 15% headcount growth year-over-year2

> $100mm increase to share repurchase program in April 2019

> ~2.5mm open market repurchases3

> ~3.7mm units exchanged for cash since spin1

> ~0.8mm employee net share settlements1

> Maintained $0.05 dividend

(1) Since spin-off on 10/1/15 to 12/31/19(2) As of 12/31/19(3) Since authorization of repurchase program (October 2017); activity as of 12/31/19

Invest in Our Business Repurchases Dividends1 2 3

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22.7 23.3 23.2 23.7

10.1 9.912.6 12.4

2.5 2.5

2.5 2.53.5 3.40.7 1.0

4.3 4.1 4.11.3

43.0 43.3 43.1

40.8

12/31/2018 9/30/2019 12/31/2019 Wtd. Avg. FD Shares Outstanding

(Treasury Stock Method)

Class A Common Shares Vested Holdings Units Earn-Out Awards Unvested Holdings Units Unvested RSUs

Continued Focus on Share Count Management

SHARE COUNT1

Share count in mm

Note: Totals may not add due to rounding(1) Assumes all Partnership Units and unvested RSUs are fully converted to Class A common stock. Excluded from 12/31/19 Fully-Diluted Shares Outstanding are 3.6 million unvested

Partnership Units and 0.3 million RSUs that have yet to satisfy certain market conditions. Included in Class A Shares are Vested, Undelivered Shares.(2) Fully-Diluted 12/31/19 Vested Holdings Units include ~6.7 million shares held by current and former Blackstone partners(3) Weighted-average for the three months ended 12/31/19. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the treasury stock method to

Class A common stock.

3Fully-Diluted Shares Outstanding (If-Converted)

2

0.1%

Share count is up 0.1% YoY managed through ~1.9mm of repurchases

25

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Notes to Financials

1. This adjustment adds back to GAAP Pretax Income transaction-related compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from Blackstone and the acquisition of CamberView.

2. This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with Blackstone’s IPO, the acquisition of PJT Capital LP on October 1, 2015 and the acquisition of CamberView on October 1, 2018.

3. This adjustment adds back to GAAP Pretax Income the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Such expense is reflected in Other Expenses in the GAAPStatements of Operations.

4. This adjustment adds back to GAAP Pretax Income the impairment on CamberView’s former leased space.

5. Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure.

6. Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects.

26