Outlines Steps the Board Has Taken To Welcome and Work Collaboratively with Bow Street Directors and Provide Them with Influential Board Roles Highlights the Bow Street Nominees' Conflicts of Interest and Affiliations with Bow Street
Mack-Cali Realty Corporation (NYSE: CLI) announced that it has mailed a letter to shareholders to outline the numerous steps the Mack-Cali Board of Directors has taken to welcome and work collaboratively with the directors elected following Bow Street Special Opportunities Fund XV, LP and certain of its affiliates' 2019 proxy contest. The letter also corrects the false claims Bow Street has attempted to use as grounds for their campaign for control of Mack-Cali and highlights the Bow Street nominees' conflicts of interest and affiliations with Bow Street, which call into question the nominees' ability to act as independent directors.

Ahead of the Company's Annual Meeting of Stockholders, scheduled for June 10, 2020 (the "Annual Meeting"), Mack-Cali strongly recommends that shareholders vote to support the Mack-Cali Board and protect the value of their investment by voting on the WHITE proxy card "FOR" all of Mack-Cali's ELEVEN highly qualified and experienced director nominees. In addition to the Company's CEO, Michael J. DeMarco, and five incumbent independent directors – Alan S. Bernikow, Lisa Myers, Laura Pomerantz, Rebecca Robertson and Dr. Irvin D. Reid – the Company's slate of nominees includes five new highly qualified, independent nominees: Z. Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky.
Additional information about Mack-Cali's highly qualified nominees and other materials related to the annual meeting, including a copy of the letter being mailed to Mack-Cali shareholders today, can be found at www.VoteWhiteForMack-cali.com. The full text of the letter follows:
May 26, 2020
Dear Fellow Mack-Cali Shareholders,
Bow Street Special Opportunities Fund XV, LP and certain of its affiliates ("Bow Street") are waging a proxy contest for majority control of the Board of Directors, seeking eight seats on the Board.
Bow Street is an activist hedge fund that holds less than 5% of the Company's outstanding shares. Last year, Bow Street submitted a lowball bid for Mack-Cali assets, and it is now looking to capture control of the Board, fire the Company's CEO and potentially pursue a transaction that would allow Bow Street to profit at the expense of other shareholders.
Bow Street's campaign for control is based on numerous thinly-supported, misleading or demonstrably false claims, to which we have repeatedly responded. Most recently, Bow Street issued a press release on May 22, 2020 on behalf of the four current directors nominated by Bow Street and elected at the Company's 2019 annual meeting (the "Bow Street Directors"). In that press release, the Bow Street Directors repeat many of the false and misleading claims that Bow Street has previously used to generate shareholder support for its self-interested campaign to gain control of the Company. We rebut some of these false claims in this letter.
| Bow Street Claim #1 FALSE | "Incoming directors' independent oversight proved so onerous that the Legacy Board took the unprecedented step of attempting to remove these duly elected individuals"1 |
We never sought to remove the Bow Street Directors from the Board. On the contrary, we invited all of them to be re-nominated on the Company's slate on January 28, 2020, and all four accepted that invitation. It was not until weeks later, on March 12, 2020 – when Bow Street submitted its formal nomination notice – that the Company and the Board became aware that the Bow Street Directors had held secret discussions with Bow Street and its legal counsel to join Bow Street's control slate and become a part of its campaign to remove the CEO of Mack-Cali and derail our business strategy. We view the Bow Street Directors' decision to proceed in secrecy and conceal their actions from the Board not only as a calculated move to assist Bow Street in its campaign to take control of the Board, but also as an act of bad faith and an abdication by the Bow Street Directors of their fiduciary duties to Mack-Cali shareholders.
Upon learning of the Bow Street Directors' unprecedented decision to join the dissident's slate without informing the Board, the Board had no choice but to withdraw its invitation for the Bow Street Directors to be re-nominated on the Company's slate, and to seek new independent director candidates to join the Company's slate of nominees. After all, how could the Bow Street Directors remain on the Company's slate supporting the CEO and the Board-approved strategy after they chose to run on the dissident slate advocating the removal of our CEO and attacking the Company's strategy? The Board also had to form the Annual Meeting Committee to resolve the conflict of interest that the Bow Street Directors had created.
Following the spirit of last year's vote, the Nominating and Corporate Governance Committee (the "NCG Committee") conducted a comprehensive search to identify five new highly qualified nominees. The NCG Committee engaged Ferguson Partners, a nationally recognized search firm, to identify qualified candidates and interviewed 23 individuals before selecting our five nominees. All of our new nominees have highly relevant skill sets, deep experience in the public REIT space, and are seasoned public company directors from across various industries. All of our new nominees are totally independent of the Company's management, any of the current Board members and the Mack family.
Thank you for your continued support.
Sincerely,
The Annual Meeting Committee of the Mack-Cali Board of Directors
About Mack-Cali Realty Corporation
One of the country's leading real estate investment trusts (REITs), Mack-Cali Realty Corporation is an owner, manager and developer of premier office and multifamily properties in select waterfront and transit-oriented markets throughout New Jersey. Mack-Cali is headquartered in Jersey City, New Jersey, and is the visionary behind the city's flourishing waterfront, where the company is leading development, improvement and place-making initiatives for Harborside, a master-planned destination comprised of class A office, luxury apartments, diverse retail and restaurants, and public spaces.
A fully integrated and self-managed company, Mack-Cali has provided world-class management, leasing, and development services throughout New Jersey and the surrounding region for two decades. By regularly investing in its properties and innovative lifestyle amenity packages, Mack-Cali creates environments that empower tenants and residents to reimagine the way they work and live.
For more information on Mack-Cali Realty Corporation and its properties, visit www.mack-cali.com.

