User-Friendly Phone Book Highlights the Fact That ISS Recommended Rand
Capital Shareholders Vote Against All Rand Capital Directors
2017 ISS Report Recommended Total Board Overhaul, Highlighted Entrenched Interest
Reminds Shareholders to Vote “AGAINST” All Proposals in the WHITE Proxy Card Today
Questions? Need help? Contact MacKenzie Partners at 1 (800)
322-2885
or at
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THE
WOODLANDS, Texas—May [XX], 2019—
User-Friendly Phone Book, LLC (“User-Friendly”), the largest shareholder of Rand Capital Corporation (“Rand” or the “Company”) (NASDAQ:RAND) owning 1,455,993 shares or
approximately 23.0% of the Company, today highlighted the fact that a leading independent proxy advisory firm, Institutional Shareholder Services (“ISS”) recommended in 2017 that Rand shareholders vote against all of the current directors
of the company. User-Friendly is urging Rand shareholders to vote AGAINST Rand’s proposed transaction with East Asset Management, LLC (“East”) using the WHITE proxy card at the special meeting of shareholders scheduled to take place
on May 16, 2019.
In the 2017 report, ISS’s key takeaway was
*
:
“The board unilaterally amended the company bylaws which, among other things, removed the shareholder right to call a special meeting
and to remove a director with or without a cause.”
User-Friendly believes this is a clear act to restrain shareholder rights, and maintain
uncontested Board representation.
Bruce Howard, Chief Executive Officer of User-Friendly, said, “On the heels of such a damning recommendation from
ISS, Rand, after diminishing shareholder rights and democracy, entered into a transaction that gives away control of the company at a severe discount to net asset value. We believe this is a sweetheart deal for East Asset Management and a disaster
for Rand shareholders. In our view, the only available option for shareholders is to vote against the East transaction and demand a full review of strategic alternatives that could result in a better and fairer transaction with East or another
party, or the full liquidation of the Rand portfolio.”
Howard added, “The time to act is now. We urge all Rand shareholders to vote against the
East transaction on the WHITE proxy today.”
DON’T GIVE UP CONTROL OF RAND FOR INADEQUATE CONSIDERATION
PLEASE VOTE “
AGAINST
” ALL PROPOSALS ON THE ENCLOSED WHITE PROXY CARD TODAY.
DISCARD ANY CARD YOU RECEIVE FROM RAND.