Lee Enterprises, Incorporated · NASDAQ:LEE

Lee Enterprises — Proxy Contest (February 2022)

30 slides from Lee Enterprises's proxy contest presentation, Feb 15, 2022

  1. Slide 1: Independent and Experienced Leadership is Required to Create Stockholder Value at Lee Enterprises

    Independent and Experienced Leadership is Required to Create Stockholder Value at Lee Enterprises – VOTE AGAINST the election of Strategic Investment Opportunities LLC Mary Junck and Herb Moloney February 15, 2022

  2. Slide 2: Disclaimer

    Strategic Investment Opportunities LLC Disclaimer The materials contained herein (the “Materials”) represent the opinions of Strategic Investment Opportunities LLC and the other participants named in this proxy solicitation (collectively, “Opportunities”) and are based on publicly available informat

  3. Slide 3: Table of Contents

    Strategic Investment Opportunities LLC Table of Contents I. Introduction 3 II. Case for Change 10 III. Governance Issues 18 IV. Alternative Directors 25 Vote the BLUE proxy card 2

  4. Slide 4: I. Introduction

    Strategic Investment Opportunities LLC I. Introduction

  5. Slide 5: It's Time for A Change

    Strategic Investment Opportunities LLC It’s Time for A Change Help us make long-overdue and necessary changes at Lee Enterprises’ (“Lee” or the “Company”) Board of Directors (the “Board”) ƒ Stockholders have endured too many years of underperformance and disappointment while Mary Junck and Herbert (

  6. Slide 6: Why Are We in This Proxy Contest?

    Strategic Investment Opportunities LLC Why Are We in This Proxy Contest? The Board is Broken, Misaligned Poor Track Record with Stockholders, and Needs New Directors Can Create Value Refreshment ƒ Chronic underperformance vs. peers ƒ The Board is deeply entrenched with ƒ Decades of experience transf

  7. Slide 7: The Rejection of Our Nominees was Disingenuous and Completely Out of Self Interest

    Strategic Investment The Rejection of Our Nominees was Disingenuous and Completely Out of Opportunities LLC Self Interest to Preserve Existing Roles The rejection of our Nominees is a clear effort by Ms. Junk, Mr. Moloney and Mr. Mowbray to further entrench themselves in the face of the stockholder

  8. Slide 8: To Fix This Company, We Must Fix the Board

    Strategic Investment Opportunities LLC To Fix This Company, We Must Fix the Board We are urging stockholders to VOTE AGAINST the election of Ms. Junck and Mr. Moloney, both of whom have led the Board over two decades of underperformance and value destruction, and who we believe bear much of the resp

  9. Slide 9: Lee Stakeholders Deserve New Board Leadership

    Strategic Investment Opportunities LLC Lee Stakeholders Deserve New Board Leadership We believe Lee’s management, employees, customers and stockholders all deserve new Board leadership that is highly experienced in publishing and digital media, and who will prioritize the interests of stockholders C

  10. Slide 10: Mr. Zieser & Ms. Brown Bring the Right Skills and Experience to Lee

    Strategic Investment Opportunities LLC Mr. Zieser & Ms. Brown Bring the Right Skills and Experience to Lee Lee’s incumbent directors are far outmatched by Mr. Zieser and Ms. Brown whose backgrounds and experience are directly relevant to the Company’s ability to realize its potential and unlock stoc

  11. Slide 11: II. Case for Change

    Strategic Investment Opportunities LLC II. Case for Change

  12. Slide 12: Case for Change

    Strategic Investment Opportunities LLC Case for Change 1• Lee’s Shares Have Materially Underperformed (Both Pre- and Post-Bankruptcy) 2• Lee Has Consistently Failed to Deliver on its Commitments 3• Persistent Financial and Operational Underperformance 4• Board Approved Value-Destructive M&A Vote the

  13. Slide 13: Lee Shares Have Materially Underperformed – 5-Yr. TSR

    Strategic Investment Opportunities LLC Lee Shares Have Materially Underperformed – 5-Yr. TSR Total Shareholder Return Summary LEE Proxy Peer Average1 S&P 500 Russell 2000 (39%) 40% 136% 90% Lee Relative Performance (79%) (175%) (128%) 5-Year Total Shareholder Returns 150% 136% 90% 100% 50% 40% 0% (5

  14. Slide 14: Lee Shares Have Materially Underperformed – 3-Yr. TSR

    Strategic Investment Opportunities LLC Lee Shares Have Materially Underperformed – 3-Yr. TSR Total Shareholder Return Summary LEE Proxy Peer Average1 S&P 500 Russell 2000 (21%) (9%) 84% 63% Lee Relative Performance (12%) (106%) (84%) 3-Year Total Shareholder Returns 100% 84% 80% 60% 63% 40% 20% 0% (

  15. Slide 15: Lee Shares Have Materially Underperformed – Post-BHMG Acquisition

    Strategic Investment Opportunities LLC Lee Shares Have Materially Underperformed – Post-BHMG Acquisition Total Shareholder Return Summary LEE Proxy Peer Average1 S&P 500 Russell 2000 (12%) (6%) 48% 45% Lee Relative Performance (7%) (60%) (57%) Post-BHMG Acquisition2 Total Shareholder Returns 80% 60%

  16. Slide 16: Lee Consistently Failed to Deliver on Its Commitments

    Strategic Investment Opportunities LLC Lee Consistently Failed to Deliver on Its Commitments COMMITMENT / GUIDANCE OUTCOME 8 Lee Revenue has declined ~26% compared to pro forma ƒ “Transformative Berkshire Hathaway transaction unlocks BHMG Revenue of ~$973mm1 significant opportunities to grow topline

  17. Slide 17: Poor Historical Financial Performance

    Strategic Investment Opportunities LLC Poor Historical Financial Performance The incumbent directors have overseen continual declines in EBITDA and been unable to achieve expectations from their acquisitions, while eroding its margins Adjusted EBITDA ($ millions) (PF-BHMG) No improvement in sight wi

  18. Slide 18: Incumbent Board Approved Value-Destructive M&A

    Strategic Investment Opportunities LLC Incumbent Board Approved Value-Destructive M&A The incumbent directors have overseen a history of over-levering Lee to execute M&A, poor business integration, and lackluster operational execution Acquisitions During Ms. Junck & Mr. Moloney’s Tenure on the Board

  19. Slide 19: III. Governance Issues

    Strategic Investment Opportunities LLC III. Governance Issues

  20. Slide 20: Lee is the Poster Child for Poor Corporate Governance

    Strategic Investment Opportunities LLC Lee is the Poster Child for Poor Corporate Governance Lee’s Board is structured to maintain the status quo, which we believe has contributed to the destruction of stockholder value Governance Best Practices Lee Governance Provisions Declassified Board 8 Stockho

  21. Slide 21: A Troubling Consolidation of Power & Influence by Entrenched, Long-Tenured Directors

    Strategic Investment A Troubling Consolidation of Power & Influence by Entrenched, Long- Opportunities LLC Tenured Directors ƒ Four members of the Board (i.e., half of the Board) have been serving on the Board for over ten years, three of whom, including Ms. Junck and Mr. Moloney, have been serving

  22. Slide 22: TSR Performance under Mary and Herb's Watch Speaks for Itself

    Strategic Investment Opportunities LLC TSR Performance under Mary and Herb's Watch Speaks for Itself TSR performance illustrates the inability of the incumbents to drive better outcomes for stockholders Lee TSR Over Tenure vs. Director Tenure S&P 500 Russell 2000 Proxy Peers Mary E. Junck (Chairman,

  23. Slide 23: An Ineffective Long-Tenured Chairman with Lack of Accountability

    Strategic Investment An Ineffective Long-Tenured Chairman with Lack of Accountability and Opportunities LLC History of Poor Performance Throughout her 23-year tenure, Ms. Junck prioritized her personal interests over those of the Company and its stockholders, and she has not been held accountable fo

  24. Slide 24: A Track Record of Self-Enrichment Through Board Leadership Positions

    Strategic Investment A Track Record of Self-Enrichment Through Board Leadership Positions Opportunities LLC Despite Lacking Relevant Qualifications and Experience 20+ year tenured Board member and current Lead Director, Mr. Moloney, enriched himself through direct compensation and related party tran

  25. Slide 25: Change is Long Overdue

    Strategic Investment Opportunities LLC Change is Long Overdue Mary Junck Herbert W. Moloney III (Age 74) (Age 70) TSR: (91.4%) TSR: (92.1%) Chairman of the Board Lead Director Director since 1999 (23 yrs); Director since 2001 (21 yrs) Former CEO (2001 – 2016) We question the ability of the Board to

  26. Slide 26: IV. Alternative Directors

    Strategic Investment Opportunities LLC IV. Alternative Directors

  27. Slide 27: Mr. Zieser & Ms. Brown Have the Ideal Mix of Skills and Experience

    Strategic Investment Opportunities LLC Mr. Zieser & Ms. Brown Have the Ideal Mix of Skills and Experience John Zieser Colleen B. Brown Experienced C-level executive of a major media Highly accomplished public company CEO and company and current/former director of multiple champion of best practices

  28. Slide 28: Lee's Board Requires A Revamp

    Strategic Investment Opportunities LLC Lee’s Board Requires A Revamp Mr. Zieser and Ms. Brown will bring new perspectives and relevant expertise, and will prioritize the best interests of stockholders in the boardroom – all of which are absent on the current Board ƒ Mr. Zieser and Ms. Brown would pr

  29. Slide 29: John Zieser

    Strategic Investment Opportunities LLC John Zieser Mr. Zieser’s long record of success in business development and deal-making, business operations and acquisition integration, and finance, audit, and corporate governance will make him a valuable addition to the Board ƒ John Zieser is an experienced

  30. Slide 30: Colleen Brown

    Strategic Investment Opportunities LLC Colleen Brown Ms. Brown’s extensive executive experience in strategic planning, operations, finance and technology, as well as her award-winning board service will make her a valuable addition to the Board ƒ Colleen Brown is a long-tenured and experienced board

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