Telephone And Data Systems, Inc. · NYSE:TDS
Telephone And Data Systems — Proxy Contest (November 2025)
25 slides from Telephone And Data Systems's proxy contest presentation, Nov 13, 2025
Slide 1: Shareholder Engagement 2025 Update
aS TDS Shareholder Engagement 2025 Update November 2025
Slide 2: Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 tps All information set forth in this presentation about Telephone and Data Systems, Inc., including its subsidiaries Array and TDS Telecom, except historical and factual information, represents forwardtooking statement
Slide 3: Goal of TDS' Shareholder Engagement Outreach Program
The goal of TDS’ Shareholder Engagement Outreach Program: Facilitate open dialogue and feedback with our shareholders, management and the Board.
Slide 4: Boards making transformational change
Boards making transformational change >—N TDS Strategic actions designed to unlock shareholder value + In August 2025, UScellular successfully closed the $4.4 billion transaction to sell its wireless operations and certain select spectrum; At closing UScellular changed its name to Array Digital Infr
Slide 5: Working to create shareholder value
Working to create shareholder value (*) aM TDS 300% 307% 50% 51% & s/3y2023 —TDs —AD —s&Psoo (1) Returns include reinvested dividends measured from day before strategic alternative review announcement.
Slide 6: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights . + Annual election of all directors TDS + Annual "Say on Pay" vote + Policy prohibiting pledging and hedging of company shares + Charter and bylaws can be amended by a simple majority vote + Authority of each committee to retain independent advisors + Establ
Slide 7: Well-Functioning Board of Directors
Well-Functioning Board of Directors aS. 9 TDS In February 2025, to strengthen the Board’s independence leadership structure, Board selects Christopher D. O’Leary to be Lead Independent Director Engaged Board, taking decisive action, including the initiation of a review of strategic alternatives for
Slide 8: Ongoing Board Refreshment Process
Ongoing Board Refreshment Process TDS + Refreshed Board in December 2024, welcoming Napoleon Rutledge, Jr. + Formalized refreshment process in 2013 + Annual Board of Directors self-assessment + Evaluates performance and effectiveness of the Board + Discusses matters related to board meetings, board
Slide 9: Business Update
aN TDS Business Update
Slide 10: TDS Telecom
TDS Telecom Me * Delivers high-speed internet, TV entertainment, and phone services to a mix of small to mid-sized urban, suburban and rural communities; 1.1 million connections * Executing on a robust fiber strategy through ongoing fiber expansion and E-ACAM programs * In September 2025, TDS Teleco
Slide 11: TDS Telecom operating performance
TDS Telecom operating performance (SM) Q325 _Q3'24__% Change Total operating revenues $ 255 $ 263 (3)% Cash expenses (') 182 182 ome Adjusted EBITDA 2)(Non-GAAP) $ 80 $ 83, (3)% Capital expenditures $ 102 $ 78 31%
Slide 12: Array Digital Infrastructure
Array DIGITAL INFRASTRUCTURE ¢ Fifth largest tower company * Valuable assets * Growing tower business — 4,449 owned towers * Non-controlling investment interests generating meaningful income and distributions * Retained spectrum — looking to opportunistically monetize
Slide 13: Array operating performance
Array operating performance (S thousands) 9325 0324 % Change Site rental S 45838 § 25.669 79 % Services 4.281 70 NM. Total operating revenues 47419 25,739 83% Cost of operations ( 20,976 18.263 15% Selling, general and administrative ® 20,525 21,176 (3)% Expenses related to strategic alternatives re
Slide 14: Biographical Information on TDS Independent Directors
a TDS Biographical Information on TDS Independent Directors
Slide 15: Kimberly D. Dixon
Kimberly D. Dixon tps Management Experience Significant leadership and operating and financial management experience as Executive Vice President and Chief Operating Officer of FedEx Office and Senior Vice President, Consumer Sales and Distribution of Sprint, including experience in consumer and busi
Slide 16: Christopher D. O'Leary, Lead Independent Director
Christopher D. O’Leary, Lead Independent Director TDs Management Experience | Extensive leadership experience as Interim Chief Executive Office of Tupperware Brands (Nov. 2019 — April | 2020) and Chief Operating Officer International of General Mills (2006-2016); significant roles with leading | con
Slide 17: George W. Off
George W. Off aS TDS Substantial leadership and operational management experience for marketing services firm (Co-founder and CEO, Catalina Marketing Corporation) and multinational manufacturer (CEO, Checkpoint Systems) Management Experience Business Expertise + Significant business expertise in mar
Slide 18: Wade Oosterman
Wade Oosterman aN. TDS Management Experience + Substantial executive leadership and marketing experience in the telecommunications industry (President Bell Media and Vice Chair, Bell and BCE) + Prior President, Bell Mobility and President, Bell Residential Services; Chief Marketing and Brand Officer
Slide 19: Napoleon B. Rutledge, Jr.
Napoleon B. Rutledge, Jr. aS TDS Management Experience Corporation + Substantial operating and financial management experience in finance and accounting from his current role as Senior Vice President and Chief Accounting Officer of McKesson + Prior financial expertise includes 23 years in the automo
Slide 20: Dirk S. Woessner
Dirk S. Woessner aN. TDS Management Experience Extensive experience in the telecommunications industry having served in numerous executive leadership roles at Deutsche Telekom AG and Rogers Communications. Significant leadership and operating and financial management experience as CEO of CompuGroup
Slide 21: Appendix
a TDS Appendix
Slide 22: Adjusted OIBDA and Adjusted EBITDA Reconciliation
Adjusted OIBDA and Adjusted EBITDA Reconciliation ‘Three Months Ended September 30, | Three Months Ended September 30, 2025 2024 (Sin thousands) Amay TDSTelecom TDS" | Amay TDSTelecom TDS" Net income (loss) from continuing operations (GAAP) $ 109,920 $ (282) $ 78781$ (95701) $ 9,391 $ (99,364) Add b
Slide 23: Adjusted Free Cash Flow
Adjusted Free Cash Flow (Dollars in thousands) 3°25 Net income from continuing operations - Array (GAAP) $109,920 Add back or deduct: Deferred income taxes (80,572) Short-term imputed spectrum lease income (30,413) Amortization of deferred debt charges 274 Equity in earnings of unconsolidated entiti
Slide 24: Cash Expenses; EBITDA, Adjusted EBITDA and Adjusted OIBDA definitions
Cash Expenses Total cash expenses represent total operating expenses as shown in the Consolidated Statement of Operations Highlights in the TDS and Array SEC Forms 8-K, less depreciation, amortization and accretion and gain/losses. EBITDA, Adjusted EBITDA and Adjusted OIBDA EBITDA, Adjusted EBITDA a
Slide 25: Thank You
a TDS Thank You
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