Land & Buildings Issues Letter to Monmouth Real Estate Shareholders

STAMFORD, Conn .– (BUSINESS WIRE) – Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings”) today served the following letter on shareholders of Monmouth Real Estate Investment Corporation (NYSE: MNR) (“Monmouth” or the “Company”) . in relation to the company’s flawed strategic alternatives process and Land & Buildings’ nomination for four highly qualified directors for election at the 2021 annual general meeting in Monmouth (“2021 Annual General Meeting”).

The full text of the letter follows:

January 26, 2021

Dear fellow shareholders of Monmouth:

We invested in Monmouth because we believe the company’s stocks are grossly undervalued compared to its robust portfolio of industrial warehouse properties and the extremely favorable market environment in which it operates. We believed and believed that improved oversight – in the form of new independent directors – would help unleash significant value for shareholders. Such refreshment would reinvigorate the company’s leadership and address the bad governance that is a major contributor to Monmouth’s underperformance. For this reason, we have decided to add exceptionally qualified Directors to the company’s board of directors (the “Board of Directors”).

In the process of preparing these nominations, we learned of Blackwells Capital LLC’s (“Blackwells”) offer to acquire the company for $ 18 per share in cash, up from $ 16.75 previously. To avoid proxy competition and to help all shareholders see the true value of their investment in Monmouth, we have privately filed our nominations and asked the Board of Directors to immediately establish a special committee of our nominees to conduct a thorough strategic review process Evaluate the Blackwells offering and the best avenue for the company. Such a process would not be encumbered either by the incumbent board of directors’ personal and professional conflicts of interest or by the competing desire to take the company private. Today more than ever, shareholders need an objective board of directors to determine which course of action will maximize value.

Unfortunately, the Board of Directors has rejected our efforts to engage in constructive dialogue and decided to conduct what we believe to be a flawed alternative strategic process, overseen by the same entrenched, insider-laden leadership that is responsible for the company’s continued underperformance compared to its peers wearing . Consider the following:

• The Board of Directors includes three immediate family members of Landy who serve as Chairman, President and Chief Executive Officer and one other director, Matthew I. Hirsch, who serves as a director alongside the Landys at UMH Properties Inc., an affiliate in acts which the Landy family has separate interests.

• The average director’s tenure of 17 years far exceeds good corporate governance practice and increases the likelihood that director loyalty is with management rather than in the best interests of all shareholders.

• The Board of Directors monitored $ 127 million losses on Monmouth’s stake in public securities of real estate companies, including regional shopping mall owners CBL & Associates Properties, Inc. (formerly NYSE: CBL) and Pennsylvania Real Estate Investment Trust (NYSE: PEI) , in which the company was involved had lost 98% and 93% of their investments as of September 30, 2020, respectively.

• Monmouth’s share price and funds from operations (“FFO”) consistently lagged those of its industry peers

The total return from Monmouth’s shareholders lagged significantly behind that of its industry peers

Total shareholder return	Chasing ten years	Chasing 5 years	Chasing 3 years	Chasing 1 year
Monmouth Real Estate Investment Corporation	215%	79%	-5%	1%
Industrial REITs	350%	146%	118%	9%
MNR underperformance vs. industrial REITs	-135%	-67%	-123%	-8th%

The FFO growth in Monmouth has left its peers well behind

FFO growth	Chasing ten years	Chasing 5 years	Chasing 3 years	Chasing 1 year
Monmouth Real Estate Investment Corporation	27%	33%	1%	-8th%
Industrial REITs	94%	54%	24%	10%
MNR underperformance vs. industrial REITs	-67%	-21%	-23%	-18%

Given the relatively simple nature of the company’s assets, with 55% of Monmouth’s revenue from assets leased to FedEx Corporation 2, we believe that a complete and fair sales process should generate significant interest in the company’s industrial storage facilities and nothing more than 30 to 60 days to arrive at a result. We would interpret any delay beyond the 60 days as an indication that this process is merely a smoke screen being used by an entrenched board of directors and management to stay in control beyond the voting for new directors at the 2021 annual meeting.

Additionally, we believe that in order for it to have a legitimate chance of a successful outcome for shareholders, this process should not be weighed down from the start by a poorly performing clubby board. Monmouth shareholders deserve better – a credible process led by a special committee of genuinely independent directors, including our nominees, who are fully focused on achieving value-maximizing outcome for ALL shareholders.

Our highly qualified candidates for the Board of Directors of the 2021 Annual Meeting are:

• Gregory F. Hughes, who has extensive experience in the public and private real estate markets, including serving as Chief Operating Officer and Chief Financial Officer of SL Green Realty Corp. (NYSE: SLG) and as Chief Financial Officer of Fortress Investment Group LLC.

• Mark A. Filler, who has extensive leadership experience in the real estate industry, including serving as Chief Executive Officer of Prospect Mortgage Company and Apex National Real Estate LLC, and as co-founder of Prism Financial. During his tenure at Prospect, the company had annual sales of approximately $ 10 billion and a service portfolio of more than $ 15 billion.

• Michelle Applebaum, who previously served as director of Northwest Pipe Company (NASDAQ: NWPX) and has extensive capital markets expertise, includes building one of the first “independent” boutiques for stock analysis and management consulting, as well as repeated top ratings from Institutional Investor Magazine.

• Jonathan Litt, a shareholder rights advocate with decades of experience in the REIT industry and extensive expertise in developing strategies to maximize long-term shareholder value in the industry – both as an investor and as a public company director.

We look forward to continuing to communicate with shareholders about our Board nominees and identify the best way to maximize the value of your Monmouth investment.

With best regards,

Jonathan Litt

Founder and Chief Investment Officer

Land and Buildings Investment Management, LLC

About land and buildings:

Land & Buildings is a registered investment manager specializing in publicly traded real estate and real estate related securities. Land & Buildings strives to deliver attractive risk-adjusted returns through its proactive, engagement-driven approach and research-driven strategy, leveraging the extensive experience, research expertise and industry relationships of its investment professionals.

CERTAIN INFORMATION ABOUT THE PARTICIPANTS

Land & Buildings Investment Management, LLC intends, along with the other attendees named herein (collectively, “Land & Buildings”) to file a preliminary power of attorney and associated GOLD power of attorney card with the Securities and Exchange Commission (“SEC”) at the 2021 Annual General Meeting of the Shareholders of Monmouth Real Estate Investment Corporation, a Maryland Corporation (the “Company”) to seek votes to elect their list of highly qualified directorships.

LAND & BUILDINGS urges all shareholders in the company to read the Proxy Statement and other proxy materials as they become available as they contain important information. Such proxy materials are available free of charge from the SEC’s website at HTTP://WWW.SEC.GOV. In addition, the participants in this proxy application will provide copies of the proxy declaration on request if these are not available. REQUESTS FOR COPIES MUST BE DIRECTED TO THE PARTICIPANTS PROXY SOLICITOR.

The participants in the proxy are likely to be Land & Buildings Capital Growth Fund, LP (“L&B Capital”), Land & Buildings GP LP (“L & B GP”), L & B Opportunity Fund, LLC (“L & B Capital”) B Opportunity ”), Land & Buildings Investment Management, LLC (“ L&B Management ”), Jonathan Litt, Michelle Applebaum, Mark A. Filler, and Gregory F. Hughes.

As of the date of this document, L&B Capital directly holds 178,668 common shares of the Company (the “Common Shares”) with a par value of $ 0.01 per share. L & B GP, as general partner of L & B Capital and L & B Opportunity, can be regarded as the beneficial owner of a total of 208,781 common shares of L & B Capital and L & B Opportunity. As of the date of this document, L&B Opportunity directly owns 30,113 common shares. As of the date of this document, there were 480,749 shares of common stock in certain accounts managed by L&B management (the “Managed Accounts”). L&B Management can be viewed as the investment manager of L&B Capital and L&B Opportunity, as well as the investment advisor of the managed accounts as the beneficial owner of a total of 689,530 common shares directly owned by L&B Capital, L&B Opportunity and in the managed accounts. As executive principal of L&B management, Mr. Litt can be viewed as the beneficial owner of a total of 689,530 common shares directly owned by L&B Capital, L&B Opportunity and held in the managed accounts. At this time, neither Ms. Applebaum, nor Mr. Filler or Mr. Hughes owns any common stock.

1 peer group consisting of members of the Bloomberg REIT industry / warehouse index: Americold Realty Trust (NYSE: COLD), Duke Realty Corporation (NYSE: DRE), EastGroup Properties, Inc. (NYSE: EGP), First Industrial Realty Trust, Inc. (NYSE: FR), Innovative Industrial Properties, Inc. (NYSE: IIPR), Industrial Logistics Properties Trust (Nasdaq: ILPT), Prologis, Inc. (NYSE: PLD), Plymouth Industrial REIT, Inc. (NYSE: PLYM), PS Business Parks, Inc. (NYSE: PSB), Rexford Industrial Realty, Inc. (NYSE: REXR), STAG Industrial, Inc. (NYSE: STAG), and Terreno Realty Corporation (NYSE: TRNO). Total shareholder return was reported through December 1, 2020, the unaffected share price prior to the initial Blackwells offering. The FFO growth obtained from Bloomberg is based on the actual results of the respective peer group or, if actual results are not yet available, on the FFO consensus estimates for 2020 as of January 25, 2021.

2 Source: Annual report on Form 10-K for the fiscal year ending September 30, 2020.