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Diplomat.is/more I’m Jay. I have chronic lymphocytic leukemia. I’m a retired submarine commander, a father, a husband, an avid woodcarver. I bike 20 miles a day. I know the Diplomat Difference. Copyright © 2015 by Diplomat Pharmacy Inc. Diplomat is a registered trademark of Diplomat Pharmacy Inc. All rights reserved. Investor Presentation October 2015

Dsp investor deck oct 2015 final (2)

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Page 1: Dsp investor deck oct 2015 final (2)

Diplomat.is/more

I’m Jay.

I have chronic lymphocytic leukemia.

I’m a retired submarine commander,

a father, a husband, an avid woodcarver.

I bike 20 miles a day.

I know the Diplomat Difference.

Copyright © 2015 by Diplomat Pharmacy Inc. Diplomat is a registered

trademark of Diplomat Pharmacy Inc. All rights reserved.

Investor Presentation

October 2015

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Confidential

1

This presentation may contain “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business and results of operations; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding future events, health care developments, or specialty pharmaceutical industry market sizes, shares, trends or growth; and any statements of assumptions underlying any of the foregoing.

Any forward-looking statements contained in this presentation are based on management's good-faith belief and reasonable judgment based on current information, and these statements are qualified by important factors, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, including but not limited to the following risks related to our business: our ability to adapt to changes or trends within the specialty pharmacy industry; significant and increasing pricing pressure from third-party payors, our relationships with key pharmaceutical manufacturers; our limited history with integrating acquisitions; and the effects of competition. These and other risks and uncertainties associated with our business are described in the prospectus for our proposed follow-on offering, including under the heading “Risk Factors.” We assume no obligation and do not intend to update these forward-looking statements.

In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These historical and forward-looking non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP measures is included in the appendix to this presentation.

Diplomat is a registered trademark of Diplomat Pharmacy, Inc. This presentation also contains additional trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

Important note

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Diplomat continues to deliver on key growth drivers

310bps margin

expansion y-o-y

Focused on growing

our specialty infusion platform organically

Manufacturer Services

49% y-o-y revenue

growth relative to industry growth of ~20%

Continued new limited distribution drug contracts won in 2015

2

(1) Based on $542mm revenues in Q2 2014 and $808mm revenues in Q2 2015.(2) Based on 5.5% gross margin in Q2 2014 and 8.6% gross margin in Q2 2015.

(1)

(2)

Strong financial position to

pursue additional strategic acquisitions

5 incremental limited

distribution drugs

Continue to Gain Share

in Core Therapeutic Areas

GrowHigh Margin

Businesses

Selectively Pursue Strategic

Acquisitions

Hep C and

Technology

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Multiple Components to Revenue Growth

Price inflation has comprised only

5-8% of revenue over the last 4

quarters Political pressure on price

inflation, if successful, will have

limited impact on Diplomat

Value added services to pharma

manufacturers are an

opportunity to offset

Chronic disease expertise

provides a stable and growing

revenue base Limited distribution leadership

and rich drug pipeline driving

considerable revenue growth

from new drugs

Diplomat remains an organic

growth story Strategic M&A has

complemented growth

$-

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

$700,000

$800,000

$900,000

Q3 2014 Q4 2014 Q1 2015 Q2 2015

Prior Year Revenue YOY Growth from Existing Drugs (excluding price inflation)

New Drugs (< 12 months) Misc (< 1%)

Impact of Price Inflation Acquired Revenue

$596

$808

$625$612

67% 67%75%67%

6%

1%

7%16%

11%

9%3%

16%

7%

5%8%

7%

13%

4%5%

5%

49% YOY

Growth(42% organic)

49% YOY

Growth(41% organic)

34% YOY

Growth(29% organic)

49% YOY

Growth(29% organic)

Quart

erly

Reve

nue

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Diversified Revenue and Profit Streams

Complementary Opportunities Minimize Payer/PBM Risk, AND Mitigate any risk of Inflation abatement

Specialty Infusion Subset of specialty pharmacy

Many similar characteristics (chronic, high cost, etc.)

Few differentiators (nursing component, more medical billing)

Higher margin business

Unique/separate payer networks

Payer-driven site of care transition opportunities

Core Specialty Pharmacy(orals and self-injectables)

Oncology dominance

Limited distribution expertise

Outpacing industry revenue growth organically Mix shift driving revenue and profit growth

Price inflation a very small component of revenue

Serving open, preferred, narrow, and

exclusive payer networks

Manufacturer Services Discounts, rebates, performance, services, data fees

High margin

Not dependent on payers or price inflation

Making progress, but significant upside opportunity remains

Other Services Retail Specialty Network

Hospital Specialty Network

HUB (Envoy Health)

340(b)

PAP

All services enhance DPLO’s

relevance in healthcare

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Diplomat’s base business continues to gain momentum…

Specialty pharmacy market grew 24% from $63bn in 2013 to $78bn in 2014

Specialty drug approvals comprised ~50%+ of all FDA drug approvals in 2014

3,000+ oncology and immunology drugs in global drug development

Increased prevalence of limited distribution panels

Biosimilars launching in U.S.

Improving trends across specialty pharmacy…

…driving key milestones and achievements at Diplomat

Diplomat grew revenues by 49% from 2Q’14 to 2Q’15

Recent new drug contracts

The majority of which are limited distribution drugs

Oncology

Hepatitis C

Cystic Fibrosis

Other

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…with strong financial performance

(1) Based on dispensed scripts only.(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).

Revenue

EBITDAmargin

1.1%

Adjusted EBITDAGross Profit /Script($ in millions) ($ in millions)

2.8%8.6%5.5%

(1)

Grossmargin

(2)

310 bps expansion 170 bps expansion

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Company overview

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Diplomat: Largest independent specialty pharmacy

Founded: 1975; Headquarters: Flint, MI

Employees: ~1,550

FY 2014 revenue: ~$2.2 billion

Diversified base of marquee partners

Diplomat at a glance

CVS Health/Omnicare

33%

Express Scripts25%

Walgreens10%

3%

OptumRx/Catamaran

8%

Avella 1%

Others20%

2014 Market share ($78 billion total market size) (1)

Exceptional above market revenue growth

Scaled business: National footprint

($ in millions)

(1) Source: 2014 – 2015 Economic Report on Retail, Mail and Specialty Pharmacies, Drug Channel Institute and Morgan Stanley Research

(2) Based on mid-point of management’s estimate range for FY 2015

(2)

Pharmacy Locations

Arizona

California

Connecticut

Florida

Illinois

Iowa

Massachusetts

Michigan

Minnesota

North Carolina

Ohio

Pennsylvania

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Journey of a specialty patient

9

Patient

Physician

Payor

Patient

Patient visits physician

Payor approves script

Diplomat monitors adherence and collects data for manufacturers

Diplomat dispenses drug

Diplomat provides:

Benefit verification

Prior authorization

Clinical intervention

Physician writes script

Patient receives

drugs

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Specialty spend under pharmacy benefit to more than double(2)

Specialty pharmacy industry continues to show exceptional growth

Specialty share of spend growing dramatically(1)

Specialty continues to dominate top 10 drug spend(3)

Source:(1) Specialty Drug Trend Across the Pharmacy and Medical Benefit – Artemetrx 2013.(2) 2013-2014 Economic Report on Retail, Mail and Specialty Pharmacies.(3) Pembroke Consulting analysis of World Preview 2015, Outlook to 2020, EvaluatePharma.

7 out of top 10 9 out of top 10

2014A 2020E

70%

30%42%58% 50%50%

Traditional

58%

Diplomat 2%

$51 million

$118 billion

2012A 2018E

Traditional

2012A 2015E 2018E

$51 billion

Specialty

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Limited distribution a central and growing theme in Specialty

11

Benefits to DiplomatBenefits to biotech / pharma

Completely eliminate or reduce reliance on wholesaler

Real-time clinical data

Commercialization assistance

Improves appropriate utilization

Barrier to entry Deeper, and earlier, partnerships with

pharma / biotech Increased value proposition to payors Market share opportunity

Portfolio of over 80 limited distribution drugs, comprising approximately 40% of revenue in 2014, and well positioned for disproportionate growth from future drug approvals

Recent unique oncology limited panels…Diplomat exclusive or semi-exclusive

What is limited distribution?

Targeted channel strategy

Provides certain specialty pharmacies with exclusive or preferred dispensing rights to certain drugs

Fast-growing trend

(2013) (2014)(2012) (2014)

Diplomat is an opportunity to invest in the specialty drug pipeline, without the binary risk

Traditional:

Limited:

Manufacturer Multiple Wholesalers 65,000 Pharmacies Patient

Manufacturer One/few pharmacies Patient

DPLO EXCLUSIVE DPLO LARGEST OF 5 DPLO LARGEST OF 4 DPLO EXCLUSIVE

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Unique competitive position

LARGE PBM / RETAILPHARMACY

SMALLER SPECIALTYPHARMACIES

Diversification distracts from specialty pharmacy

Less flexible / less nimble

Limited scale

Most focused on one or a few disease states

Fragmented market

Consolidation opportunity for Diplomat

Singularly focused on specialty

High-touch model

Flexible and nimble

Entrepreneurial culture

National reach

Scalable infrastructure

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Over 3,000 oncology and immunology drugs in global drug development

Oncology / Immunology drugs accounted for ~70% of Diplomat’s revenues in 2014

Addition of several new limited distribution drugs across these areas since the IPO

Rapidly growing Hepatitis C franchise –additions of Viekira Pak and Harvoni, and acquisition of Burman’s, since the IPO

Continue to gain share in core therapeutic areas

Source: EvaluatePharma and company presentations.(1) Includes all indications as defined by EvaluatePharma under Immunology excluding

Multiple Sclerosis.

($ in billions)

US Oncology revenue

US Immunology revenue(1)

Diplomat ’11-’14 CAGR

45%

27%

Large and high growth Oncology and Immunology are Diplomat's power alley

Significant growth expected to continue in the future

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Grow high margin businesses

Continued expansion into specialty infusion market

Recently announced acquisition of BioRx has significantly higher margins

− 29% gross margin and ~10% EBITDA margin

Grow high margin specialty infusion business

New drug launches creating product preferencing

Competition in specialty space creates discount and rebate opportunities

Creates new data and service fees with pharma for high margin revenue

Hepatitis C

Oncology

New generics finally coming to specialty

− Oncology: Temodar and Xeloda

− Multiple Sclerosis: Copaxone

Emerging biosimilars opportunity expands addressable market for Diplomat (longer term)

Specialty generics and biosimilars

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Unique strategic partnerships with leading retailers and health systems

15

Benefits to DiplomatNeeds / benefits for retail /

health systems

Diplomat’s retail and health system partners

Traditional drug trend low to mid single digit growth

Participate in high growth specialty without having to build expensive infrastructure internally

One stop shop for patients / consumers

Improve portfolio of wellness solutions

High margin business

Leverage infrastructure

Improved value proposition with pharma

Pharmacy of choice for limited distribution drugs

How does Diplomat support retail and health system partners?

Fee-for-service offering

− Clinical and administrative support services

− Patient engagement

− Adherence programs

− Integrated with retailers’ dispensing platforms

− Private label programs

Recent wins

Strong pipeline of future opportunities

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Recent Acquisitions

16

Acquired Company Consideration Rationale Other

June 19, 2015

• $94M gross purchase price*

• $84M cash*, $10M stock

• ~4.5x CY 2014 EBITDA

• Hep C dominance in Mid Atlantic

• Hep C is a fast growing and highly profitable disease state

• Proprietary technology (HealthTrac) with applicability across Diplomat’s

Hep C platform

• Proven management team

• 50 year old company, run by 2nd generation pharmacist

• No marketed sales process – Diplomat had a one-off look

• Lack of

auction/marketed

process

• Founder/owner led

• Management all on

board at DPLO

April 1, 2015

• $272M adjusted purchase price*

(~$50M tax benefit)

• $217M cash*, $105M stock

• ~11.8x CY 2014 EBITDA

• One year earnout of $35M (all

stock)

• Adds significant scale to specialty infusion business

• Provides ability to compete for national contracts

• Increases exposure to higher margin businesses

• Addition of new disease states, therapeutic categories & 5 new LD’s

• Lack of

auction/marketed

process

• Founder/owner led

• Management all on

board at DPLO

June 27, 2014

• $68.5 million gross purchase price*

• $52M cash upfront, $12M stock

• ~8x CY 2013 EBITDA

• Two year earnout max. $11.5M (all

cash)

• Strong management team

• Strong therapy mix: IVIG and Hemophilia

• Favorable geographic footprint

• Lack of

auction/marketed

process

• Founder/owner led

• Management all on

board at DPLO

December 16, 2013

• $13.4 million gross purchase price*

• $12M cash upfront

• ~6x CY 2013 EBITDA

• Two year earnout max. $2M (all

cash)

• First DPLO acquisition

• More than doubled hemophilia/specialty infusion business

• High margins

• Lack of

auction/marketed

process

• Management all on

board at DPLO

* Value includes closing working capital adjustments

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Future M&A Interests

When considering acquisitions, we look for targets that will potentially benefit Diplomat in one or more of the following ways:

Accelerate our higher margin business opportunities

Expand into new therapeutic areas and/or geographic regions

Enhance our clinical capabilities to improve competitive advantage

Access to Limited Distribution drugs

Bring new services and technologies under our umbrella

Makes DPLO better, not just bigger

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Outstanding financial profile

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Traditional Drug Specialty Drug A Specialty Drug B Specialty Drug C Specialty Drug C

(10% price incr.)

Revenue $100 $3,000 $12,000 $30,000 $33,000

Gross Profit ($) $10 $150 $480 $900 $990

Gross Margin (%) 10% 5% 4% 3% 3%

19

RevenuePayors

Distributors / pharmaceutical manufacturers

Patient

DiplomatCOGS

Physical drug movement

$ flows

How we make money and grow profitability (Illustrative example)

How we make money

Drug mix and positive pricing trends are tremendous profit tailwinds for Diplomat

Positive pricing trends

Diplomat mix shift movement over time

Our core focus

$289

Diplomat’s 2Q’15 Average

(AWP – Y%)(WAC – X%)

Note AWP = WAC x 1.20

(1)

(1)

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$8$15

$11

$19

$35

96% (28%) 75% 86%

1.3% 2.0% 1.0% 1.3%

2010A 2011A 2012A 2013A 2014A

First Six Months

of 2014

First Six Months

of 2015

20

Strong financial performance…

Adjusted EBITDA2010 –First Six Months of 2015

Total Revenue2010 –First Six Months of 2015

% margin

% growth

($ in millions)

$578$772

$1,127$1,515

$2,215

34% 46% 34% 46%

2010A 2011A 2012A 2013A 2014A

% growth

($ in millions)

1.4% 2.4%

Infrastructure investments including IT, facilities and personnel

Volume, price and mix all driving superior revenue growth

Natural operating leverage and acquisitions driving EBITDA growth and margin expansion

53%

27%

Note: Historical financials are not pro forma for any acquisitions.

$1,433

$1,007

$14

$34

1.6%

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… with continued growth in profitability

Gross Profit / Script (1)

2010 –First Six Months of 2015

Note: Financials are not pro forma for BioRx acquisition.(1) Based on dispensed scripts only.(2) Gross profit / net sales (i.e., based on dispensed and serviced scripts).

$71

$93 $97$116

$167

2010A 2011A 2012A 2013A 2014A% growth 12% 20%31% 4%

% margin 7.1% 5.9%7.3% 6.2%

Several factors drive growth in our Gross Profit / Script(1):

Continued mix shift towards higher price, higher profit drugs (including acquisitions)

Favorable pricing trends

(2)

Gross margin expansion opportunities:

Recent acquisitions with higher gross margins (%)

Fee-for-service/rebate opportunities with pharmaceutical manufacturers

Specialty generics and biosimilars (longer term)

44%

6.3% 5.9% 7.7%

$250

$148

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Balance Sheet summary (as of June 30, 2015)

(1) Acquired BioRx on April 1, 2015 for an acquisition price of $384mm ($217mm in cash, $126mm equity issuance and contingent consideration fair valued at $41mm).

(2) Amended existing credit facility on April 1, 2015, inclusive of a five-year, $120mm term loan.

($ in millions) Actual

Cash $17

Total Debt $191

Shareholders’ equity $473

Net Debt/Pro Forma EBITDA <2x

Modest leverage

Ample dry powder for the right opportunities

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Key investment highlights

Unique competitive position with differentiated business model

Outstanding financial profile

Highly experienced and incentivized management team

Taking share in high growth specialty pharmacy sector

Multiple avenues to drive strong long term growth

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Appendix

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Diversified therapeutic mix

(FY 2014A)

Revenue mix by therapeutic category

Oncology

48%

Immunology

20%

Multiple

Sclerosis

10%

Other

22%

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Calendar year ending December 31,

($ in millions) 2Q'15 2Q'14 2014A 2013A 2012A 2011A 2010A

Net income (loss) $3.4 $1.7 $4.8 ($26.1) ($2.6) $9.2 ($7.8)

Depreciation & Amortization $8.1 $1.2 $8.1 $3.9 $3.8 $3.1 $2.2

Interest Expense $1.9 $0.4 $2.5 $2.0 $1.1 $0.6 $0.5

Income tax expense $2.3 $0.7 $4.7 - - - -

EBITDA $15.6 $4.0 $20.1 ($20.2) $2.3 $12.8 ($5.2)

Share-based compensations expense $0.7 $0.9 $2.9 $0.9 $0.9 $1.4 $0.8

Change in fair value of redeemable common shares ($0.9) ($9.1) $34.3 $6.6 $10.7

Termination of existing stock redemption agreement $4.8

Employer payroll taxes - option repurchases $0.6 -

Restructuring and impairment charges - - - $1.0 $0.4 $0.4 $1.5

Equity loss of non-consolidated entity - $0.3 $6.2 $1.1 $0.3 $0.1 -

Severance and related fees $0.1 $0.0 $0.4 $0.2 $0.4 $0.7 -

Merger and acquisition related expenses $5.3 $1.1 $7.2 $0.7 - - -

Private company expenses - - $0.2 $0.2

Tax credits and other - $0.1 $1.0 - ($0.1) ($0.6) -

Other items $0.4 $0.4 $1.4 $0.7 $0.1 $0.2 ($0.0)

Adjusted EBITDA $22.7 $5.9 $35.2 $19.0 $10.9 $15.1 $7.7

Reconciliation of Net income (loss) and Adjusted EBITDA

26

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Note: Financials are not pro forma for BioRx acquisition.Detailed footnotes on the following page.

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Reconciliation of Net income (loss) and Adjusted EBITDA

27

1) Share-based compensation expense relates to director and employee share-based awards.

(2) Restructuring and impairment charges reflect decreases in the fair market value of non-core property and assets, or actual losses on disposal of such assets. 2013 charges primarily relate to the $932 write-down of our former Swartz Creek, Michigan headquarters facility to its fair value, after we vacated it in favor of our present Flint, Michigan facility. 2012 charges primarily relate to our write-down of an externally purchased software package we no longer utilize, as well as sales of Company-owned vehicles. 2011 charges include expense associated with the closure of our former Cleveland, Ohio facility, the move of our Chicago, Illinois area facility, and sales of Company-owned vehicles.

(3) During the fourth quarter of 2014, we reassessed the recoverability of our investment in our non-consolidated entity, Ageology. Based upon this assessment, we determined that a full impairment of $4,869 was warranted, primarily due to updated projections of continuing losses into the foreseeable future. The remaining amounts in 2014, 2013 and 2012 represents our share of losses recognized by Ageology, using the equity method of accounting. We first invested in Ageology, an anti-aging physician network dedicated to nutrition, fitness and hormones, in October 2011, in connection with its formation.

(4) Employee severance and related fees primarily relates to severance for former management.

(5) Fees and expenses directly related to merger and acquisition activities, and the impact of changes in the fair value of related contingent consideration liabilities.

(6) Primarily includes philanthropic activities performed at the direction of our majority shareholder.

(7) Represents (a) various tax credits received from the state of Michigan for facility improvement and employee hiring initiatives, (b) the one-time costs associated with converting from an S-Corporation to a C-Corporation, and (c) a 2014 charge of $1,825 related to non-income tax obligations.

(8) Includes other expenses, predominantly IT operating leases. These operating leases were initiated, in lieu of purchases or capital leases for a subset of our IT spend, for a short period of time in 2013 and 2014 for liquidity purposes. We have since discontinued the practice of leasing IT equipment. The cost of purchased IT equipment is reflected in depreciation and amortization.