HomeStreet Sends Letter to Shareholders - Seite 2

• “On balance, particularly in light of the changes that have been implemented since the last meeting, the dissident has not demonstrated that additional board change is necessary at this time.”
• “As such, votes FOR the management nominees on the WHITE card are warranted.”

In its report, Egan Jones stated:

• “We commend the Company’s initiatives to improve its corporate governance structure by declassification of the Board, increasing share ownership requirement and removal of supermajority voting requirements, to name a few. We believe that these steps demonstrate the Company’s willingness and commitment to improve shareholder accountability and oversight.”
• “Finally, we are not compelled with the arguments raised by the dissident shareholders, rather, in our view, the proxy contest would disrupt HomeStreet’s realization of its strategy that will benefit the shareholders in the long-run.”

As you make your voting decisions, we also urge you to vote in accordance with the Company’s recommendations on two important proposals:

• Vote FOR the Proposal to make Washington State the Exclusive Forum for Actions against the Company (Proposal #4)
  • HomeStreet is incorporated under Washington law, and Washington State is where we are headquartered and the majority of our operations are located, as well as our regulators.
  • Therefore, we do not think it would make sense if any court other than a Washington court would attempt to interpret Washington law.
  • Further, this provision will help our bottom-line by allowing us to better manage litigation expenses and reduce litigation uncertainty in the future because it will prevent multi-forum litigation.
  • We do not believe that there is compelling support for the idea that our shareholders would be disadvantaged by bringing claims in courts located in Washington State.
• Vote AGAINST Roaring Blue Lion’s proposal to split the Chairman and CEO roles (Proposal #8)
  • One of the Chairman’s main roles is to lead the strategic direction of the Company. The Board felt that it was important to have such strategic leadership involved in the day-to-day functions at the Company at this point in time, which is one of the reasons we asked Mark Mason to be Chairman.
  • Independent oversight is paramount, which is why we have a strong Lead Independent Director position. In fact, we updated our bylaws in July 2018 to clearly define the role and responsibilities of our Lead Independent Director.
  • In our view, it is important that Mark Mason remain as Chairman and CEO as we continue executing on an important transformation that is already creating value for shareholders – especially given Mr. Mason’s initiation and leadership of HomeStreet’s strategic shift to exit the large-scale home loan center-based mortgage banking business.

The Three Company Directors up for Election are Indispensable Members of the Board