180 Degree Capital Corp. Issues Second Open Letter to the Board and Shareholders of Enzo Biochem, Inc. - Seite 3

I note that I received an email following our first public letter instructing me on what you believe to be the proper path of communication I should take to address questions and concerns to ENZ’s Board. Two letters, one public and one private have gone unanswered. To be clear, if I wanted to speak to management, I would call management. If I want to send ENZ’s Board a note, I will send the Board a note. It should be fairly obvious to you what the difference are between the roles of management and the Board. If you choose to ignore your shareholders, that is your prerogative. I would prefer you actually say that as part of my formal request to discuss the company with the Board. I remind you that I run a public company. To date, you continue to ignore our requests for direct communication with the Board. If my shareholders want to speak to a member of our Board, I do not stand in the way of that communication, and neither should you. I promised myself that when I see egregious corporate governance being administered by a public company’s board, I would call it out. We believe you simply are not acting in the interest of shareholders.

We believe you have chosen a very interesting path with how you govern ENZ; it appears to be a multi-faceted approach including:

1. Let Dr. Rabbani do whatever he wants, whenever he wants.
2. Overlook any conflicts there are from Dr. Rabbani regarding patents and real estate.
3. Despite the abject failure of this business and share price under his watch, you continue to have Dr. Rabbani run this company as he sees fit. You will not hold him accountable and seem to think that he is the only one in the country who can add value to ENZ’s Board.
4. Do not take into consideration the will of shareholders as it relates to the last shareholder vote.
5. If shareholders ever write a letter, ignore it, or pass the buck to management to deal with it.
6. Do not talk directly to shareholders, which we believe shows the opinion that you are not accountable to them.
7. Despite overseeing a company that hasn't reported net income since 2003, continue to support Dr. Rabbani and make sure he is highly compensated.
   

ENZ belongs to shareholders. It doesn't belong solely to Dr. Rabbani, and it doesn't belong solely to the Board. None of this critique is meant to be personal; it is our objective view of the business performance under your watch.

It is also unclear if ENZ’s Board is following its charters for committees as we are unable to identify from publicly available materials who is on the Nominating/Governance Committee aside from Dov Perlysky and Rebecca Fischer. Per your own Nominating/Governance Charter available on your investor relations website, “The Nominating/Governance Committee shall be appointed by the Board of Directors from time to time and shall consist of three or more directors, each of whom shall meet the independence requirements of the New York Stock Exchange.” This is just another example of the lack of transparency of ENZ’s Board and, potentially, the inability of it to follow its own policies and procedures. We request that you publicly update the composition of your Nominating/ Governance Committee so shareholders know who is responsible for the decision to reject Dr. Rabbani resignation from ENZ’s Board.