Slide 1: Why Class A Shareholders Need Independent, Aligned Representation on the Board
Ingles Markets, Incorporated Why Class A Shareholders Need Independent, Aligned Representation on the Board April 2026
Slide 2: Executive Summary: Proxy Campaign
Executive Summary: Proxy Campaign 2
Slide 3: About Summer Road
About Summer Road • Summer Road LLC (together with its affiliates, “Summer Road” or “we”) is a single family office founded in 2012 and based in West Palm Beach, FL. • We invest in public equity, private equity, real estate and venture capital. • In our public equity investments, we look for: o Long
Slide 4: About Rory A. Held, Summer Road's Class A Director Candidate
About Rory A. Held, Summer Road’s Class A Director Candidate • We have nominated Rory A. Held for election to Ingles’ Board of Directors (the “Board”) as a Class A director at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 30. • Unlike the Company’s Class A nomine
Slide 5: Case Study: How Mr. Held Created Value for Shareholders at Peak Resorts, Inc.
Case Study: How Mr. Held Created Value for Shareholders at Peak Resorts, Inc. • Peak Resorts, Inc. (“Peak Resorts”) was a Nasdaq-listed regional ski resort operator with a growing annual ticket pass base and a growth strategy of adding resorts via acquisitions. • Mr. Held was appointed to Peak Resor
Slide 6: About Ingles Markets
About Ingles Markets • Founded in 1963 by Robert P. Ingle in Asheville, NC. Publicly traded since 1987 (NASDAQ: IMKTA). • Operates ~197 supermarkets across six southeastern states: NC, SC, GA, TN, VA and AL. • Owns 84% of its store locations – highest ownership rate among publicly traded U.S. grocer
Slide 7: Ingles' Dual-Class Share Structure Limits Accountability to Class A Shareholders
Ingles’ Dual-Class Share Structure Limits Accountability to Class A Shareholders Economic Ownership Voting Power Ingle Class A Ingle Family Family Class A Common 77% Common ~75% ~23% 25% • Class B shareholders have 10 votes per share vs. 1 vote per share for Class A shareholders. • Chairman Robert P
Slide 8: We Have Repeatedly Attempted to Constructively Engage with Ingles – Only to Be Ignored
We Have Repeatedly Attempted to Constructively Engage with Ingles – Only to Be Ignored Mr. Held attends Annual Meeting in Summer Road voices concerns Mr. Held attends Annual Mr. Held emails Ingles seeking person; meets with Ingles counsel to via private letter, requests the Meeting in person, Ingles
Slide 9: Why We Are Here: Class A Shareholders Urgently Need a Voice in the Boardroom
Why We Are Here: Class A Shareholders Urgently Need a Voice in the Boardroom We are a long-term Class A shareholder acting out of necessity after the Board and management team rebuffed our every effort to constructively engage and consistently refused to answer basic questions about Ingles’ performa
Slide 10: Without Legitimate Class A Representation, Ingles Has Underperformed
Without Legitimate Class A Representation, Ingles Has Underperformed 10
Slide 11: Ingles' TSR Has Trailed the Market and Peers Over the Short, Medium and Long Term
Ingles’ TSR Has Trailed the Market and Peers Over the Short, Medium and Long Term Total Shareholder Returns 1-Year 3-Year 5-Year 10-Year Ingles 8% -27% 68% 79% S&P 500 18% 86% 96% 298% Ingles vs. S&P 500 -10% -113% -28% -219% Grocery Market Peer Group -5% 72% 112% 116% Ingles vs. Grocery Market Peer
Slide 12: Ingles Trades at a Significant Discount to Conservative Asset Value
Ingles Trades at a Significant Discount to Conservative Asset Value Due to Governance and Capital Allocation Failures • We believe the market undervalues the Company due to its lack of confidence in management and the Board’s ability to create value for shareholders, as demonstrated by the fact that
Slide 13: Ingles Frequently Trades at a Discount to Grocery Peers
Ingles Frequently Trades at a Discount to Grocery Peers P/E Ratio EV/EBITDA Ratio 1yr 3yr 5yr 7yr 10yr 1yr 3yr 5yr 7yr 10yr Mean 13.4x 11.6x 10.4x 10.3x 20.2x 6.7x 6.4x 5.6x 5.0x 7.6x Median 13.9x 11.8x 11.0x 9.7x 18.6x 7.1x 6.7x 5.8x 5.2x 7.4x IMKTA Ingles Markets Inc 18.5x 6.4x 5.8x 8.8x 13.6x 5.9
Slide 14: The Company's Business Fundamentals Have Materially Declined Over the Past Five Years
The Company’s Business Fundamentals Have Materially Declined Over the Past Five Years Ingles Markets Inc. FY2020 FY 2021 FY2022 FY2023 FY2024 FY2025 Same Store Sales Growth (excl. additional week in FY 23) 15.1% 5.4% 7.7% 1.4% -1.7% -1.7% Operating Margin 7.0% 7.0% 6.6% 5.0% 2.6% 2.2% ROE 24.1% 27.7
Slide 15: Ingles' Growth Has Lagged Peers for a Decade
Ingles’ Growth Has Lagged Peers for a Decade Sales growth EPS Growth EBIT Growth 3yr 5yr 7yr 10yr 3yr 5yr 7yr 10yr 3yr 5yr 7yr 10yr Mean 4.2% 4.6% 5.4% 6.5% 10.1% 12.4% 18.4% 10.1% 6.5% 8.3% 12.9% 6.5% Median 3.8% 5.1% 5.3% 6.7% 4.7% 15.8% 16.3% 9.0% 2.2% 11.5% 12.1% 6.5% IMKTA Ingles Markets Inc (2
Slide 16: Margins Have Declined in Recent Years
Margins Have Declined in Recent Years Gross Margin Expansion (in bps) EBIT Margin Expansion (in bps) 3yr 5yr 7yr 10yr 3yr 5yr 7yr 10yr Mean 69 25 132 162 36 49 132 17 Median 44 (2) 114 95 22 86 114 19 IMKTA Ingles Markets Inc (104) (210) (6) 25 (445) (384) (87) (147) WMK Weis Markets Inc (16) (175)
Slide 17: The Board Has Overseen Disastrous Capital Allocation Over the Past Decade
The Board Has Overseen Disastrous Capital Allocation Over the Past Decade • From Fiscal 2016 to Fiscal 2025, the Company deployed an aggregate of $1.5 billion in capital expenditures, yet annual operating income has remained nearly stagnant. • Operating income in Fiscal 2016 was $129.8 million, and
Slide 18: The Company Has Neglected its Valuable Assets
The Company Has Neglected its Valuable Assets • Why are hundreds of acres of prime real estate sitting fallow and in disrepair, dragging down corporate returns and failing the communities Ingles serves? • How is this approach to real estate management in line with the Board’s responsibility to creat
Slide 19: Without Legitimate Class A Representation, Ingles' Board Has Failed to Effectively Govern
Without Legitimate Class A Representation, Ingles’ Board Has Failed to Effectively Govern 19
Slide 20: Executive Compensation Has Ballooned Despite Poor Performance
Executive Compensation Has Ballooned Despite Poor Performance • While Ingles’ performance metrics have been declining, total executive compensation has been increasing at an alarming rate. • Notably, the Board has seen fit to award Chairman Ingle – who has not been an executive since 2016 – signific
Slide 21: The Current Board Has Facilitated Disproportionate Capital Returns to the Class B
The Current Board Has Facilitated Disproportionate Capital Returns to the Class B • The substantial increase in Chairman Ingle’s compensation results in the Class B shareholders receiving over 50% of the total capital returned to shareholders, despite holding only a 23% economic interest.1 • Massive
Slide 22: Leadership Has Prioritized Their Own Capital Returns While Class A Dividends Stagnate
Under the Current Board, Leadership Has Prioritized Their Own Capital Returns While Keeping Class A Shareholders’ Dividends Stagnant for a Decade • While the total distributions to Class B shareholders have more than doubled since Fiscal 2021 (when factoring in Chairman Ingle’s compensation), the di
Slide 23: The Board Has Permitted Chairman Ingle to Engage in Numerous Related-Party Transactions
The Board Has Permitted Chairman Ingle to Engage in Numerous “Related-Party” Transactions • The Company regularly purchases properties from, sells properties to and leases properties from LLCs in which Chairman Ingle is a principal. o Fiscal 2023: The Company purchased two properties for a combined
Slide 24: Other Investors Have Also Voiced Concerns About the Conflict of Interest at Ingles
Other Investors Have Also Voiced Concerns About the Conflict of Interest at Ingles @lefty7435 It is upsetting that the dividend has not increased in years even though EPS has increased Oct 12, 2025 substantially since the 0.165/sh payout was implemented. Understood this may be part of their By his q
Slide 25: The Public Has Taken Notice of Ingles' Fallow Real Estate and Refusal to Engage
The Public Has Taken Notice of Ingles’ Fallow Real Estate and Refusal to Engage The company has been criticized for buying or holding onto vacant or defunct properties and old stores for years, sometimes decades, here and in other states, which stymies development and competition from other grocery
Slide 26: Ingles Has Not Been Transparent with Shareholders for Years
Ingles Has Not Been Transparent with Shareholders for Years • Management has offered no explanation for Ingles’ declining performance in the Company’s earnings press releases. • The Company has not held an earnings call since 2016.1 • During the four years that we’ve owned Ingles stock, management h
Slide 27: Hurricane Helene Case Study: Lack of Communication Hurts Common Shareholders
Hurricane Helene Case Study: How Ingles’ Lack of Communication and Shareholder Engagement Hurts Common Shareholders Ingles’ Share Price Before, During and After Helene • After Hurricane Helene hit North Carolina, there was significant speculation on social media and from online media outlets and sho
Slide 28: Spotlight: The Board Silenced Us at the 2025 Annual Meeting
Spotlight: The Board Silenced Us at the 2025 Annual Meeting • The Board held the 2025 Annual Meeting in a virtual-only format, marking a departure from Ingles’ historical practice of holding in-person Proof That Summer Road Attended the 2025 Annual Meetings. Annual Meeting o Mr. Held had attended th
Slide 29: The Board's Committee Structures Defy Best Governance Practices
The Board’s Committee Structures Defy Best Governance Practices • Ingles’ Board does not have a standalone Nominating Committee – instead, Chairman Ingle effectively selects all director candidates. • The Board maintains a combined Audit/Compensation Committee, which is highly unusual for a public c
Slide 30: The Board Is Composed of Long-Tenured, Non-Independent Directors Who Lack Skin in the Game
The Board Is Composed of Long-Tenured, Non-Independent Directors Who Lack Skin in the Game • Unlike most NASDAQ-listed companies, Ingles does not have a majority-independent Board requirement ("Controlled Company" exemption under NASDAQ rules). Class A Director Role Independent? Tenure (Yrs.) Key Co
Slide 31: The Board Handpicked Two Class A Nominees Ahead of This Year's Annual Meeting
The Board Handpicked Two Class A Nominees Ahead of This Year’s Annual Meeting • The Board has demonstrated that it cannot be trusted to select Class A directors who will prioritize the interests of Class A shareholders. • When Class A Director John R. Lowden (who initially joined the Board as part o
Slide 32: Our Solution: Elect an Independent Class A Director Aligned with Shareholders
Our Solution: Elect an Independent Class A Director Who Is Aligned with Shareholders, Brings Relevant Experience and Has a Vision for Fixing Ingles 32
Slide 33: We Believe Mr. Held Has the Right Skillsets and Qualities to Instill Accountability and Drive Value
We Believe Mr. Held Has the Right Skillsets and Qualities to Instill Accountability and Drive Value Capital markets and allocation expertise Deep understanding of Ingles’ business and performance history Ownership of Class A shares / shareholder-first perspective Experience building consensus in a p
Slide 34: 1. Restoring Investor Transparency and Alignment
1. Restoring Investor Transparency and Alignment 9 Mr. Held will immediately seek to overhaul the Investor Relations function by: o Reinstating quarterly earnings calls. o Ensuring shareholders have direct, consistent access to management. 9 He will also call for the engagement of an independent com
Slide 35: 2. Rigorous Capital Allocation Audit
2. Rigorous Capital Allocation Audit 9 Mr. Held plans to demand an exhaustive, data-driven study of the Company’s capital allocation options – including new store growth, renovations, real estate acquisitions, share repurchases and dividends. 9 Prioritizing Returns o The Company’s current strategy a
Slide 36: 3. Evaluate Value-Enhancing Options
3. Evaluate Value-Enhancing Options "What If" - OpCo Rented Stores from Prop Co, Tax Free Spin of REIT 9 We believe the Company’s current structure obscures the true value Stores Rented from PropCo 175 of its underlying assets. Assumed Avg. Size 57,411 Rent PSF $ 6.50 9 Mr. Held intends to propose a
Slide 37: This Year's Annual Meeting Presents Class A Shareholders with a Choice
This Year’s Annual Meeting Presents Class A Shareholders with a Choice: True Representation for Class A Shareholders or the Unacceptable Status Quo The Class A Shareholders’ Choice: Mr. Held has deep capital markets expertise and has studied hundreds of public companies and overseen complex private
Slide 38: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of Summer Road LLC and the other participants named in its proxy solicitation (collectively, “Summer Road” or “we”) and are based on publicly available information with respect to Ingles Markets, Incorporated (the “Co