Leading Independent Proxy Advisory Firm ISS Recommends Western Asset Mortgage Capital Corporation Stockholders Vote “For” the Proposed Merger With AG Mortgage Investment Trust

Western Asset Mortgage Capital Corporation (the “Company,” “we,” or “WMC”) (NYSE: WMC) announced today that leading proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) recommends that stockholders vote “FOR” the proposed merger with AG Mortgage Investment Trust, Inc. (“MITT”), in which each outstanding share of WMC common stock will be converted into the right to receive (i) 1.498 shares of MITT common stock and (ii) the per share portion of a cash payment equal to the lesser of $7,000,000 or approximately 9.9% of the aggregate per share merger consideration. Any difference between $7,000,000 and such smaller amount will be used to benefit the combined company post-closing by offsetting reimbursable expenses that would otherwise be payable to AG REIT Management, LLC, which would be the manager of the combined company.

In its October 26, 2023 report, ISS notes, among other things:¹

• “The sales process was thorough, highlighted by a public announcement of a strategic review and a multi-step auction process.”
• “The strategic rationale is sound, and the mixed form of consideration provides liquidity and certainty of value and the ability to participate in the upside potential of the combined company.”
• “The combined company will have enhanced scale relative to WMC on a standalone basis, with increased cash resources, enhanced trading liquidity, and greater portfolio diversification. Further, both companies have expressed they have similarly aligned investment strategies focused on securitizing residential mortgage loans. Lastly, the merger will reset the current WMC management fee, resulting in material annual expense savings of approximately $5 million to $7 million exclusive of MITT's manager waiving $2.4 million in fees in the first year following the transaction close.”

Bonnie Wongtrakool, Chief Executive Officer and Director of WMC, said, “We are pleased that ISS recognizes the financial benefits of the proposed merger and supports our Board of Directors’ recommendation that stockholders vote “FOR” the merger. We encourage all stockholders of WMC to follow the recommendations of ISS and the Board of Directors by voting “FOR” the merger.”