20 slides from Warner Bros. Discovery, Inc. - Series A's proxy contest presentation, Dec 8, 2025
Slide 1: Paramount's $30 all-cash offer provides greater value and certainty to WBD shareholders
Paramount’s $30 all-cash offer provides greater value and certainty to WBD shareholders December 8, 2025
Slide 2: Paramount's $30 all-cash offer provides greater value and certainty to WBD shareholders
Exhibit (a)(5)(B) Paramount’s $30 all-cash offer provides greater value and certainty to WBD shareholders December 8, 2025
Slide 3: Disclaimer
Disclaimer This presentation is provided for informational purposes only and for no other purpose. Certain information contained herein has been obtained from published sources prepared by third parties that Paramount Skydance Corporation (“Paramount”) believes to be reliable. Moreover, certain info
Slide 4: Disclaimer (cont'd)
Disclaimer (cont’d) Additional Information This presentation does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of Warner Bros. Discovery and the Tender Offer that Paramount, throug
Slide 5: Paramount's proposal is superior to Netflix's and warrants the attention of WBD's shareholders & board
Paramount’s proposal is superior to Netflix’s and warrants the attention of WBD’s shareholders & board Paramount’s proposal to WBD shareholders is superior to Netflix’s. WBD’s rejection of Paramount’s proposal is not in the best interest of shareholders. • Paramount’s proposal provides greater value
Slide 6: Paramount's proposal is superior to Netflix's proposal across all aspects
Paramount’s proposal is superior to Netflix’s proposal across all aspects Paramount’s Proposal Provides WBD Shareholders with More Value and More Certainty Key Consideration Paramount Netflix Only Streaming & Studios Business 100% of Warner Bros. Discovery Scope✓✗ (Excludes Global Networks Business)
Slide 7: Paramount's proposal delivers more value to WBD shareholders than Netflix's proposal
Paramount’s proposal delivers more value to WBD shareholders than Netflix’s proposal Paramount’s proposal delivers more value to WBD shareholders than Netflix’s proposal, assuming WBD’s Global Networks (“GN”) trades at 4.5x EV / NTM EBITDA, in-line with Wall Street consensus Total $30.00 $28.75 1 $1
Slide 8: Wall Street views of Global Networks and direct comparables highlight risk and uncertainty
Wall Street views of Global Networks and direct comparables highlight risk and uncertainty associated with Global Networks stock Wall Street is valuing WBD’s Global Networks at 4.5x and Versant, a direct comp to Global Networks, at 4-5x EBITDA. This range implies limited equity value for Global Netw
Slide 9: Paramount's proposal delivers more value with its timeline and certainty to close
Paramount’s proposal delivers more value to WBD shareholders with its timeline and certainty to close Conservatively assuming an incremental 6 months to close for Netflix, Paramount delivers $2.50+ incremental value per share on a net present value basis. This assumes Netflix’s transaction closes –
Slide 10: Paramount's proposal provides more regulatory and closing certainty than Netflix's
Paramount’s proposal provides more regulatory and closing certainty than Netflix’s Paramount is confident in a quick path to regulatory approvals and closing of a transaction with WBD. Netflix’s transaction has material risk of not closing. Stakeholder Concerns Paramount Netflix “If Netflix acquires
Slide 11: WBD never responded to a superior and timely revised offer from Paramount
WBD never responded to a superior and timely revised offer from Paramount that addressed all feedback th Paramount’s revised offer on December 4 addressed all feedback from WBD’s advisors on its offer st submitted December 1 WBD Feedback on Paramount’s 12/1 Offer Paramount’s Revised Offer (12/4) Inc
Slide 12: Key questions WBD shareholders should be asking
Key questions WBD shareholders should be asking Did WBD thoroughly review PSKY’s fully backstopped, $30 per share, all-cash offer given the lack of 1 outreach? If so, why did WBD agree to Netflix’s proposal with lower economic value and less certainty? 2 What value is WBD attributing to the remainin
Slide 13: Paramount, A Skydance Corporation
AN Paramount A SKYDANCE CORPORATION
Slide 14: Overview of Paramount Proposal
Overview of Paramount Proposal
Slide 15: Overview of Paramount's proposal
Overview of Paramount’s proposal Paramount is offering WBD shareholders $30.00 per share in cash, with all-cash funding fully backstopped by the Ellison Family Trust and RedBird Capital Partners • $30.00 per share of Warner Bros. Discovery, Inc. (“WBD”) Series A common stock • Total equity value of
Slide 16: Strategic rationale & financial highlights
Strategic rationale & financial highlights Through a combination with WBD, Paramount would create a competitor to hyper-scaled streamers with a robust content engine and strengthened financial profile positioned well to create shareholder value Create a scaled, global streaming service to compete wi
Slide 17: Scaled DTC platform offering global reach and strong path to profitability
Scaled DTC platform offering global reach and strong path to profitability A scaled DTC offering that benefits customers with a premier content offering and improved on-platform experience Streaming Highlights Strategic Opportunities Global Streaming Footprint Leading Original Content Increase globa
Slide 18: Premier content engine across studios
Premier content engine across studios Two premier Hollywood studios with commitment to maintaining robust theatrical output Studio Highlights Strategic Opportunities Diversified Studios Home of Storied, Franchise IP Continued expansion of film slate $1bn+ Film Franchises TV Series Growth in TV slate
Slide 19: The combined linear businesses offer robust profitability to reinvest in growth
The combined linear businesses offer robust profitability to reinvest in growth Diverse TV / Networks portfolio, anchored by marquee sports rights and CBS, driving significant profitability Linear Highlights Strategic Opportunities Global Reach Attractive Sports Portfolio Premier Value of CBS #1 Bro
Slide 20: Thank you
THANK YOU Cautionary Note Regarding Forward-Looking Statements This communication contains both historical and forward-looking statements, including statements related to Paramount’s future financial results and performance, potential achievements, anticipated reporting segments and industry changes