Lee Enterprises (LEE) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 12,000,000 to 40,000,000 shares.

• Approval sought for issuance of up to 16,000,000 shares at $3.25 per share under a Stock Purchase Agreement dated December 30, 2025.

• Proposal to approve the issuance of PIPE Common Shares for Nasdaq Listing Rule 5635(d) and 5635(b) compliance, including potential change of control.

• Proposal to adjourn the Special Meeting if more time is needed to solicit votes for the main proposals.

Board of directors and corporate governance

• Board of Directors recommends voting FOR all four proposals presented at the Special Meeting.

• Proxy allows for discretionary voting on other business that may arise at the meeting or any adjournment.

Shareholder rights and capital structure

• Shareholders can vote by internet, phone, or mail, and may attend and vote at the virtual meeting.

• Proxy revokes all prior proxies and appoints designated individuals to vote on behalf of shareholders.

• Increase in authorized shares and new share issuance would significantly expand the capital structure.