PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
To the Stockholders of Signature Group Holdings, Inc.:
We, the Concerned Stockholders of Signature Group Holdings (the “Concerned Signature Stockholders,” “we” or “us”), the participants in this solicitation (this “Solicitation”), are furnishing this Proxy Statement (this “Proxy Statement”) and the enclosed GOLD proxy card (the “Proxy Card” or “Proxy”) to you as a stockholder of Signature Group Holdings, Inc., a Nevada corporation (the “Company”).
We are deeply frustrated and dissatisfied with the performance, leadership and direction of the Company. The Company’s Board of Directors (the “Board”) has failed to consummate any major acquisitions in the past year, has failed to generate stockholder value at a time when the equity markets in the United States significantly increased, and has failed to put the Company on track to achieve these twin critical goals. Thus we believe it is necessary to have the Company led by a new, highly competent and skilled board of directors that consists of our nominees.
Our slate of nominees, unlike the one proposed by the Company, includes executives and investors who have documented track records of success acquiring and building companies that maximize stockholder value. Our slate includes people who have led significant enterprises, effected major and material transactions, improved businesses significantly, and generated returns for stockholders.
We ask you to support our director nominees and vote as we recommend for the other proposals before the Company’s 2013 Annual Meeting of Stockholders to be held at the Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California 90045, on June 28, 2013, beginning at 2:00 p.m. Pacific Time (including any adjournment or postponement thereof and any meeting which may be called in lieu thereof, the “2013 Annual Meeting”).
The Proxies are being solicited by and on behalf of the Concerned Stockholders of Signature Group Holdings, who are comprised of: (i) New Signature, LLC (“New Signature”); (ii) Charlestown Capital Partners, LLC (“Charlestown Capital”) and Raj Maheshwari (Mr. Maheshwari and Charlestown Capital collectively, hereinafter called “Charlestown”); (iii) Bouchard 10S LLC and Craig T. Bouchard (Mr. Bouchard and Bouchard 10S LLC collectively, hereinafter called “Bouchard”); (iv) Steven Gidumal; (v) Duart Holdings LLC and Malcolm F. MacLean IV (Mr. MacLean and Duart Holdings LLC, collectively, hereinafter called “MacLean”); (vi) Clifford D. Nastas and (vii) Lee Smith.
Specifically, we seek your support for the following purposes:
(1) to vote FOR the slate of Craig T. Bouchard, Steven Gidumal, Malcolm F. MacLean IV, Raj Maheshwari and Clifford D. Nastas (each, a “Concerned Stockholder Nominee” and, collectively, the “Concerned Stockholder Nominees”) proposed by the Concerned Signature Stockholders to serve on the Board until the next meeting of stockholders and until their successors have been elected and qualified;
(2) to vote AGAINST an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the authorized number of shares of the common stock of the Company from 190,000,000 shares to 665,000,000 (the “Articles Amendment”);
(3) to vote FOR the selection of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013;
(4) to vote AGAINST advisory approval of the compensation of the Company’s named executive officers (the “Executive Compensation”);
(5) to vote for a ONE YEAR period between future stockholder advisory votes on Executive Compensation;
(6) to vote AGAINST adjourning the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 2 (the “Adjournment Proposal”); and
(7) to transact such other business as may properly come before the Annual Meeting, and any adjournment or postponements thereof.