Gray Media, Inc. · NYSE:GTN

Gray Media — Gray Television — Merger or Acquisition (May 2021)

15 slides from Gray Media's merger presentation, May 3, 2021

1. Slide 1: Gray Television, Inc. Investor Presentation

   Gray Television, Inc. Investor Presentation May 3, 2021 Gray to Acquire Meredith Corporation’s Local Media Group and Become the Second Largest TV Broadcast Group 4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 | F 404.261.9607 | www.gray.tv 0

2. Slide 2: Disclaimer and Non-GAAP Financial Data

   Disclaimer and Non-GAAP Financial Data This presentation contains certain forward looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions. These statements may be identified by words such as “estimates”, “expect,” “anticipate,” “will,” “

3. Slide 3: Complementary Portfolio Expands Geographic Footprint and National Reach

   Complementary Portfolio Expands Geographic Footprint and National Reach Combined Company Highlights(1)  113 Markets  36% of U.S. TV Households  79 #1 Rated TV Stations  89% of Markets with #1 / #2 Rated TV Stations  $3.1 Billion in 2019/2020 CHB Blended Revenue  Highest CHB OCF(2) / TVHH in th

4. Slide 4: A Compelling Combination

   A Compelling Combination  Gray to acquire Meredith’s Local Media Group (“RemainCo”) for $2.7 billion in enterprise value  Adds 17 television stations (14 Big Four affiliates) across 12 markets to Gray’s portfolio  Top-40 DMAs generate 92% of RemainCo’s 2019/2020 blended OCF  Meredith’s National

5. Slide 5: Transaction Summary

   Transaction Summary  Immediately prior to the transaction with Gray, Meredith will separate its operations into two companies, SpinCo and RemainCo  SpinCo to be composed of Meredith’s National Media Group (publishing assets), MNI Targeted Media and all unallocated corporate overhead / personnel 

6. Slide 6: Combined Company Snapshot

   Combined Company Snapshot ($ in Millions) Meredith Local Media Group Pro Forma Gray + Quincy (1) Gray + RemainCo (RemainCo) Impact Financial Profile 2019 / 2020 CHB Blended Net Revenue $2,372 $770 $3,141 32% 2019 / 2020 CHB Blended OCF $889 $286 $1,230 (2) 38% % Margin 37% 37% 39% Scale Markets 101

7. Slide 7: Gray Will be the Second Largest TV Broadcast Group with the Highest Quality Assets

   Gray Will be the Second Largest TV Broadcast Group with the Highest Quality Assets 2019 / 2020 CHB Blended Adj. EBITDA(1) $1,837 $1,230 $959 $925 TV Broadcast Affiliate $889 Group Owners $660 $435 $320 $286 $180 (4 ) (4 ) (5 ) Nexstar Gray + Sinclair (TV) TEGNA Gray + Scripps Hearst Cox Media Meredi

8. Slide 8: Significant Identified and Achievable Synergies

   Significant Identified and Achievable Synergies Total Expected Year 1 Annual Synergies of $55 Million Net  Comprised of contracted step-up of RemainCo’s subscribers to Gray’s Retransmission ~$25 million retransmission rates Revenue  Elimination of duplicative shared services Corporate and  Elimin

9. Slide 9: Appendix

   — Appendix .’

10. Slide 10: Non-GAAP Reconciliation (Gray Only)

    Non-GAAP Reconciliation (Gray Only) Reconciliation of Non-GAAP terms on As Reported Basis, in millions 9

11. Slide 11: Non-GAAP Reconciliation (Gray Only)

    Non-GAAP Reconciliation (Gray Only) Reconciliation of Non-GAAP terms on a Combined Historical Basis, in millions Year Ended Year Ended December 31,December 31, 2019 2019 2018 2018 2017 2017 Net income Net income $ 157 $ 288 157 $ 648 288 $ 648 Adjustments to reconcile from Adjustments net income to

12. Slide 12: Glossary

    Glossary “Combined Historical Basis” or Combined Historical Basis reflects financial results that have been compiled by adding Gray’s historical “CHB” revenue and broadcast expenses to the historical revenue and broadcast expenses of the stations acquired in the Completed Transactions (defined below

13. Slide 13: Non-GAAP Terms

    Non-GAAP Terms From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses,

14. Slide 14: Non-GAAP Terms (cont’d)

    Non-GAAP Terms (cont’d) From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate E

15. Slide 15: Gray Television, Inc.

    Gray Television, Inc. 4370 Peachtree Rd., NE Atlanta, Georgia 30319 www.gray.tv 14

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