LEE ENTERPRISES, Inc (LEE) February 3, 2026 Annual General Meeting Transcript

Good morning. Welcome to Lee Enterprises Incorporated's 2026 Special Meeting of Stockholders. I'm Mary Junk, Chairman, and I'm pleased you could join us. We're conducting this meeting virtually to facilitate access and participation by our stockholders. In this meeting, we will present and act upon the four proposals described in the proxy statement previously made available to all of our stockholders. In addition to acting upon the proposals, we'll also answer questions from our stockholders pertaining to the special meetings. As a reminder, you may submit a question throughout the meeting using the virtual meeting platform. I'd like to begin by introducing Lee's executive team who are with us on the call and available for questions. Kevin Lowbray, Lee's president and chief executive officer. Kim Milledge, Vice President, Chief Financial Officer and Treasurer, and Nathan Becky, Chief Operating Officer. In addition to Kevin and me, other lead directors with us today are Steve Fletcher, Margaret Lieberman, Brent Magid, Dr. Sean McAllman, Madeline McIntosh, Jonathan Miller, and Hurt Baloney. I would also like to introduce a representative of BDO, our independent registered accounting firm, Darren Kempsey. If you wish to vote today, you may do so now by clicking on the voting link available within the portal you are using to attend this meeting. You must be logged in as a shareholder using your unique 15-digit control number. Now, I will turn the call over to Ted Olt, Secretary and General Counsel of Lee Enterprises, to review our meeting procedures.

Thank you, Mary. As the first order of business, we have received an affidavit of distribution from Broadridge, certifying that mailing commenced on January 20, 2026, to the common stockholders of the company as of the record date of January 2, 2026 of the Notice of Special Meeting of Stockholders and Proxy Statement, Form of Proxy, and Return on Infillow. Delaware law requires that company appoint an inspector to supervise the voting process and tabulation of votes. The company has appointed Gregory Malatia of C.T. Hagberg, LLC, to the position and requests that he execute the duties of such office with strict impartiality and according to the best of his ability record the vote of the company's stock orders held this day and make a true report of the same. We direct your attention to the rules of conduct and procedures which we have posted on the platform that you are using to access this meeting. We will be following the procedures outlined in those rules and ask that you respect and adhere to them as well. Links to the company's additional company materials including our 2026 special meeting proxy statement and 2025 annual report on form 10k are also accessible on the platform of the 6,243,660 shares outstanding at the stock of record date the inspector reports that 3,970,409 shares are represented at the meeting or over 63 of the total eligible shares therefore we have a quorum represented for purposes of considering and voting on the proposals as set forth in the notice and may lawfully conduct business under delaware law polls will remain open during the meeting until the chairman declares the polls close all votes represented by proxies will be passed by the designated proxies as instructed and the preliminary results will be announced by mr malatea under delaware law our bylaws and the rules of the NASDAQ Stock Exchange, approval of proposal one, the additional common stock proposal, requires that votes cast for the proposal exceed votes cast against the proposal. And approval of proposals two, three, and four, the NASDAQ 20% share issuance proposal, the NASDAQ change of control proposal, and the adjournment proposal require the affirmative vote of the holders of a majority of the outstanding shares of our common stock that are represented virtually or by proxy at the special meeting and entitled to vote on the matter in all instances assuming the presence of a forum which we have as mary previously noted time has been scheduled for questions from stockholders as explained in our rules of conduct questions can be submitted through the virtual meeting platform throughout the meeting and will be answered during the question-and-answer session. Now, I will turn it back to you, Mary.

Thank you, Ted. On behalf of the board, let me thank stockholders for joining us and more importantly for your support. As Ted noted, we have a quorum of stockholders represented at the meeting. Based on Ted's report, I now declare this meeting officially open for business. The next matter of business is to consider and act upon the four proposals described in the notice and proxy statement previously mailed to stockholders in connection with this meeting. The first proposal is the amendment to the company's amended and restated certificate of incorporation to increase the number of shares of common stock par value one cent per share authorized for issuance from 12 million shares to 40 million shares referred to as additional common stock proposal in the proxy. The board unanimously recommends a vote for the additional common stock proposal. The second proposal is approval for purposes of NASDAQ listing rules 5635B, the issuance of 16 million shares of common company stock consisting of 15,384,615 shares of companies' common stocks as the base pipe common shares and 615,385,000 shares as the fee reimbursement shares and altogether referred to as pipe common stock shares at a price of $325 per share pursuant to the terms of the stock purchase agreement dated December 30th, 2025, entered into by and between the company and certain accredited investors and referred to as the Pipe Purchase Agreement, which shares may represent more than 99.99% of the issued and outstanding common shares as the date of the stock purchase agreement, referred to as the NASDAQ 19.99% share issuance proposal in the proxy. The Board unanimously recommends a vote for the NASDAQ 19.99% share issuance proposal. The third proposal is approval for purposes of NASDAQ Listing Rule 5635B, the issuance of the pipe common shares to certain accredited investors pursuant to the pipe purchasing agreement, which may result in a change of control for purposes of NASDAQ rules and is referred to as the NASDAQ change of control proposal in the proxy. The board unanimously recommends a vote for the NASDAQ change of control proposal. The fourth proposal is approval of a proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of additional proxies in the event there are insufficient votes, therefore, or otherwise in conjunction with the approval of the additional common stock proposal, the NASDAQ 19.99% share issuance proposal, and the NASDAQ change of control proposal at the time of the special meeting, or in connection with any other business properly brought before the special meeting referred to as the adjournment proposal in the proxy. The board unanimously recommends a vote for the adjournment proposal. I will now declare the polls officially closed and turn the call over to our inspector, Greg Malatea, to provide the preliminary results of the vote.

Thank you, Mary. The preliminary results are as follows. Concerning Proposal 1, Additional Common Stock Proposal, the proposal passes. Concerning Proposal 2, NASDAQ 19.99% Share Issuance Proposal, the proposal passes. Concerning Proposal 3, NASDAQ Change of Control Proposal, the proposal passes. concerning proposal or the adjournment proposal, the proposal passes.

Thank you, Greg. At this time, I will ask Kim Millage, the company's CFO and treasurer, if there have been any questions submitted for us to address.

Mary, there are no questions that have been submitted, so I will turn the call back to you.

Okay, thank you, Kim. On behalf of the board, let me thank you again for joining us, and again, more importantly, thank you for your support. The meeting is now adjourned.

That concludes our meeting today.

You may now disconnect.