May 19, 2020

Dear Sinclair Broadcast Group, Inc. Shareowner:

Support Shareowner Proposal #4 Requesting Majority Vote

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We urge shareowners to support proposal #4 at the company’s June 4, 2020 Annual General Meeting. As of record date March 13, 2020, CalPERS owned approximately 139,000 shares of Sinclair Broadcast Group, Inc. common stock. As a long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to allow for a majority voting standard in director elections, while retaining a plurality vote standard for contested director elections.

Majority Vote for Director Elections is Becoming Widely Accepted

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Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate governance best practice. Approximately 88% of the companies in the S&P 500 and 51% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.

A Plurality Vote Standard Disenfranchises Shareowners

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CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard, uncontested director nominees can be elected with a single “For” vote, leaving votes “Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of a majority of shares represented and voting at a duly held meeting. Majority voting would give shareholders a meaningful voice in determining who will represent them on the board.

Governance Concerns at Sinclair Broadcast Group

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In addition to our request for majority vote for directors, we would like to highlight the following governance concerns at the company:

Based on the governance deficiencies and issues noted above, CalPERS will also be withholding vote from director nominees David Smith, Frederick Smith, J. Duncan Smith, Robert Smith, Howard E. Friedman, Daniel Keith, Martin Leader, and Lawrence McCanna at the June 4, 2020 Annual General Meeting.

Support Proposal #4 requesting Majority Vote for Director Elections

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We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully accountable governance structures through the adoption of majority vote should be in place to offer shareowners a meaningful voice in the director election process.  Please vote “FOR” shareowner proposal #4.

Thank you for your support.

Sincerely,

Simiso Nzima

Investment Director, Global Equity

CalPERS Investment Office

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