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RiskMetrics (ISS), An Independent Proxy Advisory Firm, Recommends Voting the GOLD Card for Four of PTV's Nominees: Anderson, McInerney, Melrose, and O'Holla
Date:9/11/2008

trics will require from the dissident a well-reasoned and detailed business plan, including the dissident's strategic initiatives, a transition plan and the identification of a qualified and credible new management team. RiskMetrics will then compare the detailed dissident plan against the incumbent plan and the dissident director nominees and management team against the incumbent team in order to arrive at our vote recommendation."

The report underscored the absence of effective communication by InSite Vision, specifically noting "that management most recently publicly communicated its strategic plan during the August 11, 2008 earning conference call (after market close). Although in our meeting, management asserted that it has regularly communicated its plan to shareholders, we note that the company's share price reacted negatively to the joint earnings and strategic plan announcement. The company's share price declined by 16.7 percent from August 11 close of $0.66 to August 12 close of $0.55."

The report continues by stating that "our analysis indicates the company has a pattern of failing to articulate and timely deliver in total or in part on the commitments and deadlines it has made to investors via its past public statements. We observed seventeen occasions, over the period from 2002 to 2008, that company statements that referred to projected timelines, schedules, product development, approval and/or commercialization status were delayed, modified or abandoned." The report cites management's inability to forecast and deliver, stating "Although delays in development of new products are common and to be expected, there appears to be a pattern of inaccurate dissemination of information regarding forecasts and projections that supports [PTV's] case that investor confidence in the strategic leadership in the company has eroded over time."

The report also states that "[PTV's] nominees would bring complimentary skills and significant experience
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SOURCE PTV Sciences
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