The Stilwell Group Sends First Letter to Shareholders of Wheeler Real Estate Investment Trust

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Nov 14, 2019, 10:00 ET

NEW YORK, Nov. 14, 2019 /PRNewswire/ -- The Stilwell Group, the largest shareholder of Wheeler Real Estate Investment Trust, Inc. (the "Company")(NASDAQ:WHLR), today announced that it delivered an open letter to shareholders of the Company.

The full text of the letter follows:

November 14, 2019

Dear Fellow WHLR Owner,

We've finally heard from our Company in its November 8^th letter to shareholders. It's no surprise to see misleading information.

During the 2018 quarterly earnings calls, WHLR CEO, Dave Kelly, seemed to re-read a script when addressing WHLR's suspension of dividend payments;

First Quarter: "And for our shareholders, we want to return to a dividend-paying REIT. All of which are ways to establish our primary goal: maximizing shareholder value....Suspending the dividend was a difficult decision, but it was a necessary step to maintain the cash we need to shore up our balance sheet."

Third Quarter: "And for our shareholders, we want to return to a dividend-paying REIT, all of which are ways to establish our primary goal: maximizing shareholder value. While we intend to return to being a dividend-paying REIT, we will not do so until we can demonstrate sustainable cash flows that support a consistent dividend."

Fourth Quarter: "As we've consistently stated in the past, our objective is to be a grocery-anchored dividend-paying REIT. We believe that this is the surest path to restoring shareholder value. While we intend to return to being a dividend-paying REIT, we will not do so until we can demonstrate sustainable cash flows that support a consistent dividend."

…and then he suspended the earnings calls.¹

Mr. Kelly is now being equally misleading about the meeting at our office on October 8^th. Having personally attended the meeting, I can attest to what really happened. Joe Stilwell did not end the meeting until Dave Kelly threatened Joe "if he persisted with the proxy contest." The truth is, we came to a verbal agreement with WHLR (over the summer!) to cancel this contest in exchange for three WHLR board seats and to work to maximize shareholder value. Joe signed the final, negotiated written agreement in August. Instead of countersigning, Mr. Kelly spent two more months trying to keep the largest WHLR shareholder out of the boardroom.

To boot, WHLR is stonewalling us in our attempt to gather information on the rather rotten situation at Sea Turtle. We recently had to go to court just to obtain documents that we, as shareholders, are rightfully entitled to. Given the substantial efforts undertaken and expenses incurred by the Company just to prevent us from exercising our rights under the law, we can only imagine everything Dave Kelly is hiding on the Sea Turtle fiasco!

Mr. Kelly seems to have a tenuous relationship with the truth. Unfortunately, we've all suffered. Please vote the GREEN card TODAY to take Dave Kelly off the WHLR board and begin to maximize shareholder value.

Sincerely,

Megan Parisi
917-881-8076
[email protected]

You can vote by telephone, online or by signing and dating the enclosed GREEN proxy card and returning it in the postage-paid envelope.

If you have any questions, require assistance in voting your GREEN proxy card,
or need additional copies of our proxy materials, please contact us or Okapi Partners at the phone numbers or email listed below.

Okapi Partners LLC
1212 Avenue of the Americas, 24^th Floor
New York, New York 10036
+ 1 (212) 297-0720 (Main)
+ 1 (877) 869-0171 (Toll-Free)
Email: [email protected]

¹ See Exhibit 99.3 of WHLR's Form 8-K, filed with the SEC on May 1, 2019, p. 1.

SOURCE The Stilwell Group