Case: 1:18-cv-02605-CAB Doc #: 9-1 Filed: 11/14/18 1 of 9.

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Appendix A

NO. PLAINTIFF’S CLAIM ACTUAL DISCLOSURE IN THE PROXY

1. Plaintiff claims the Proxy fails The Proxy plainly discloses plaintiff’s view that the foregone $0.36 cent dividend should be deducted from the
to disclose that “the effective $25.35 per share merger consideration:
merger consideration offered
by Brookfield is only $24.99 The five directors who voted against the merger believed, based primarily on their individual assessment,
per share” after accounting for evaluation and weighting of the factors discussed below, that the $25.35 per share in cash that a holder
a $0.36 dividend that of common stock is entitled to receive in the merger—which such directors regarded as effectively
stockholders would forego if reduced by $0.36 per share (resulting in an effective $24.99 per share) taking into account the
the merger is approved. TRO Company’s expectation that stockholders would not be paid any quarterly dividend, which such directors
Br. at 6-7. estimated to be $0.18 per share per quarter based on the final business case projections, for the two
remaining quarters of 2018 that such directors expected would fully (or near fully) elapse prior to the
closing and during which stockholders will continue to own shares in the Company because the merger
agreement provides that the $25.35 per share in cash that a holder of common stock is entitled to receive
in the merger will be reduced by the per share amount of such quarterly dividends—significantly
undervalued the Company and was not in the best interest of our stockholders.

See Proxy at 58.

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NO. PLAINTIFF’S CLAIM
2. Plaintiff claims the Proxy fails
to disclose that Forest City’s
“results for the third quarter
… were exceptionally
strong.” TRO Br. at 6.
3. Plaintiff claims the Proxy
contains only a “vague and
incomplete reference to
‘certain positive
developments in [Forest
City’s] business since March
2018.” TRO Br. at 6.
ACTUAL DISCLOSURE IN THE PROXY
As plaintiff acknowledges, Forest City’s earnings were only announced on October 30—nearly 3 weeks after
the proxy was filed. TRO Br. at 6. Nonetheless, the Proxy expressly incorporates Forest City’s third quarter
Form 10-Q, which is filed pursuant to Section 13 of the Exchange Act, by reference, and thus discloses the
company’s earnings:
This proxy statement incorporates by reference … any documents filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date
of the special meeting
See Proxy at 125.
Further, plaintiff’s references to third quarter results are themselves misleading. The earnings cited by
plaintiff are GAAP/accounting earnings resulting primarily from the revaluing of certain partnership assets of
Forest City in connection with several sale transactions. As plaintiff is aware, there was very little impact on
true real estate metrics like FFO and OFFO, which actually declined from the same period in 2017.
The Proxy clearly enumerates positive developments in Forest City’s business since March 2018 reviewed
with Brookfield in an effort to negotiate a higher price:
The factors described below were also considered by the five directors who voted against the merger …
the view of certain directors that Brookfield should have improved the financial terms of its June 15
proposal following the discussion on June 19, 2018 at which our representatives reviewed certain positive
developments in our business since March 2018 with representatives of Brookfield, including
positive leasing momentum and compelling market rents at certain key properties being achieved
during the last year, progress in the development pipeline and the restructuring of certain joint
venture assets and other actions undertaken to mitigate risk and simplify Forest City’s business.
See Proxy at 60-61.
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NO. PLAINTIFF’S CLAIM
4. Plaintiff claims the Proxy
does not sufficiently
emphasize “that five directors
do not support the Merger.”
TRO Br. at 8.
5. Plaintiff claims the Proxy
misleadingly presents
stockholder approval of the
merger as a “foregone
conclusion.” TRO Br. at 8.
ACTUAL DISCLOSURE IN THE PROXY
The seven to five board vote is mentioned nine times in the Proxy, including on the cover page:
After careful consideration, the Board of Directors of Forest City (our “Board”), by a vote of seven to
five, has declared that the terms and conditions of the merger agreement, the merger and the other
transactions contemplated by the merger agreement are advisable and in the best interests of Forest City
and our stockholders.
See Proxy at Cover.
In addition, the Proxy contains numerous other references to the five dissenting directors and an extended
discussion of the reasons given by these directors for voting against the merger. See, e.g., Proxy at 54-61.
Nothing in the Proxy suggests that the stockholder vote is a “foregone conclusion.” As plaintiff
acknowledges, the Proxy discloses only that two stockholders—holding less than 14% of Forest City’s
shares—have entered into support agreements committing to vote in favor of the transaction:
In connection with the execution of the merger agreement, on July 30, 2018, the Brookfield Parties entered
into a merger support agreement with each of Starboard Value LP (“Starboard”) and certain of its affiliates
(collectively, the “Starboard parties”) and Scopia Capital Management LP (“Scopia”) and certain of its
affiliates (collectively, the “Scopia parties” and each merger support agreement, a “merger support
agreement”). As of September 12, 2018, the Starboard parties beneficially owned approximately 5.63%
of the outstanding shares of common stock, and the Scopia parties beneficially owned approximately
8.15% of the outstanding shares of common stock.
See Proxy at 11.
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NO. PLAINTIFF’S CLAIM ACTUAL DISCLOSURE IN THE PROXY

6. Plaintiff claims the Proxy fails Prior to the filing of the Proxy, only one member of the Ratner family, Mr. James Ratner, affirmatively
to disclose the percentage indicated to the Company that he would not be voting for the deal. The proxy discloses both Mr. Ratner’s
ownership of the Ratner intent to vote against the transaction and his holdings of Forest City stock:
family and its entities when
discussing their refusal to How do Forest City’s directors and executive officers intend to vote their shares of common stock
commit to support the sale. in respect of the Merger Proposal?

None of our directors or executive officers has indicated how he or she intends to vote shares of common
stock that he or she beneficially owns in respect of the Merger Proposal except for James Ratner, our non-
executive chairman, who has informed us that he intends to vote the shares of our common stock
beneficially owned by him against the Merger Proposal.

See Proxy at 14-15.

The following table sets forth the beneficial ownership of shares of Common Stock as of the close of
business on September 12, 2018 of each current director and named executive officer, … James A. Ratner
6,680,124 … 2.46% [percent of class].

See Proxy at 121.

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NO. PLAINTIFF’S CLAIM
7. Plaintiff claims the Proxy
states that Forest City would
be required to pay a
termination fee of $261
million if stockholders do not
approve the merger, while the
merger agreement requires
only that the company
“reimburse Brookfield for its
reasonable and documented
out-of-pocket expenses up to
a maximum of $70 million.”
TRO Br. at 9.
8. Plaintiff claims that the Proxy
should disclose “the reasons
that Brookfield would have
had an interest in and
incentive to bid again on
April 16, 2018, in light of the
fact that prior and higher bids
had been rejected.” TRO Br.
at 9.
ACTUAL DISCLOSURE IN THE PROXY
The Proxy clearly discloses that, if the merger is not approved, Forest City may be required to reimburse
Brookfield for expenses up to a maximum of $70 million:
In the event the merger agreement is terminated by Parent or the Company pursuant to a no vote
termination or by Parent pursuant to a no-shop breach, the Company must reimburse Parent for its
reasonable and documented out-of-pocket expenses incurred in connection with the preparation,
negotiation, execution and performance of the merger agreement, the merger and the other transactions
contemplated by the merger agreement up to a maximum amount of $70 million, which reimbursement
will reduce, on a dollar-for-dollar basis, any termination payment subsequently payable by the Company
to Parent.
See Proxy at 118. Further, the Proxy contains the entirety of the merger agreement itself as an exhibit.
The Proxy is a Forest City disclosure document, not a joint Forest City Brookfield disclosure document.
Forest City does not know (and Brookfield did not say or have any reason to say) anything regarding
Brookfield’s bidding strategies.
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NO. PLAINTIFF’S CLAIM ACTUAL DISCLOSURE IN THE PROXY

9. Plaintiff claims the Proxy
omits material facts and
circumstances of the Board
vote to approve the Merger
Proposal, following a 6-6
deadlock and the reasons that
Mr. LaRue changed his vote.
TRO Br. at 9.
The Proxy plainly discloses that Mr. LaRue changed his mind after receiving assurances regarding various
employee matters:
Brookfield’s confirmation that it would accept the Company’s position with respect to the treatment of
equity and long-term incentive cash awards in the merger and certain employee compensation, retention
and severance matters, including with respect to both executive and non-executive level employees.
See Proxy at 51. Further, the Proxy discloses that all 12 directors supported the Company’s position on
employee matters. Id.

10. Plaintiff claims that the Proxy The Proxy is clear regarding which directors sat on the Board at all relevant times, and it describes the
fails to “distinguish[] between reconstitution of the Board in detail:
the Old Board in place before
the Settlement Agreement and On April 16, 2018, each of Ms. Felman, Mr. Lande, Mr. Metz, Mr. Molinelli, Ms. Ogilvie, Mr. Ordan,
the Reconstituted Board in Mr. Roberts and Mr. Schriesheim were elected to our Board, and each of our directors at that time, other
place after April 16. TRO Br. than Mr. LaRue, Mr. Bacon, Ms. Behar and Mr. James Ratner, resigned from our Board and each
at 10 committee of our Board on which he or she served. We also issued a press release announcing this
reconstitution of our Board.

Proxy at 48.

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NO. PLAINTIFF’S CLAIM
11. Plaintiff claims the Proxy
omits material information
“regarding the limited
expertise and experience of
[the] Directors [who voted] in
favor of Merger Proposal.”
TRO Br. at 10-11.
ACTUAL DISCLOSURE IN THE PROXY
The Proxy contains extensive disclosure regarding the numerous meetings held by the New Board as part of
the new directors’ detailed review of their duties:
In a series of meetings of our Board convened on April 19, 2018, May 11, 2018, May 15, 2018, May 21,
2018 and June 1, 2018, and in numerous small group and one-on-one meetings and conversations, our
Board, in consultation with our senior management and representatives of Lazard, Goldman Sachs and
Sullivan & Cromwell, engaged in a detailed review of their duties as directors, our standalone business
plan, current and projected NAV of our assets, the strategic process, the impact of taxes payable in
connection with certain transactions effected prior to the conclusion of the built-in gains period, the
potential impact of macroeconomic factors on the value of our assets and stock price and the April 16
proposal.
See Proxy at 49.
The Proxy also incorporates by reference detailed biographies of all of the directors. See Forest City Form 8-
K at 125 (Apr. 19, 2018) (including press release attached thereto).
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NO. PLAINTIFF’S CLAIM ACTUAL DISCLOSURE IN THE PROXY

12. Plaintiff claims the Proxy There is no legal requirement to obtain third party appraisals, and the Company submits that this would be an
should disclose “why the unusual practice in the sale of a public real estate.
Board did not seek an
independent appraisal of the
value of Forest City’s assets,
as would be usual and
customary, and any
communications related to
this decision involving
Lazard, Goldman, Brookfield,
Scopia, Starboard, or their
respective representatives.”
TRO Br. at 11.

13. Plaintiff claims the Proxy The Proxy includes extensive disclosure regarding NAV estimates. See Proxy at 58-59, 75-79.
omits information regarding
NAV estimates and
evaluation. TRO Br. at 11-12.

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NO. PLAINTIFF’S CLAIM ACTUAL DISCLOSURE IN THE PROXY

14. Plaintiff claims the Proxy
“fails to explain why Green
Street Advisors was engaged
to assist with disclosure
regarding NAV estimates, but
not until after the New Board
approved the Merger
Proposal.” TRO Br. at 11-12.
The Proxy clearly explains that the Company retained Green Street to assist in preparing fulsome and clear
disclosures regarding the NAV estimates to stockholders:
In connection with our Board’s determination to provide for robust disclosures to our stockholders
regarding the reasons why five directors voted against the merger, including disclosure regarding the NAV
estimates previously prepared by our management and reviewed with our Board (including market-based
input regarding the selected assets presented by a nationally recognized commercial real estate services
firm engaged by the initial transaction committee), following the execution of the merger agreement,
our Board engaged the Advisory Group of Green Street Advisors solely to assist us in preparing the
disclosure contained in this proxy statement regarding NAV estimates.

Proxy at 51.

15. Plaintiff claims that the Proxy
fails to provide “details” of
the forecasts given to
Brookfield and “whether the
Forest City Board reviewed
the information Brookfield
received.” TRO Br. at 12.
The Proxy clearly discloses that the Board reviewed the forecasts that were provided to Brookfield:
In April 2018, following the reconstitution of our Board pursuant to the settlement with Starboard, Scopia
and RMS, our senior management provided our Board with an updated standalone plan (the “final
business case projections”) …. On July 18, 2018, we made available to Brookfield the final business case
projections.
See Proxy at 79. All forecasts that were prepared and provided to Brookfield are then disclosed in full in the
Proxy. See Proxy at 79-83.

16. Plaintiff claims the Proxy fails The Proxy contains fulsome and complete disclosure of the alternatives reviewed by the Board. See Proxy at
to disclose “the availability of 32-61.
alternatives” to the merger.
TRO Br. at 12-13.

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