Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
PLEASE SIGN, DATE AND MAIL THE
BLUE
PROXY CARD TODAY
Dear Fellow Shareholder:
Land & Buildings Capital
Growth Fund, LP (“L&B Capital”), L&B Real Estate Opportunity Fund, LP (“L&B Opportunity”),
Land & Buildings GP LP (“L&B GP”), Land & Buildings Investment Management, LLC (“L&B Management”),
and Jonathan Litt (collectively, “Land & Buildings” or “we”) are significant shareholders of Taubman
Centers, Inc., a Michigan corporation (“Taubman” or the “Company”), who beneficially own in the aggregate
814,947 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, representing approximately
1.3% of the Company’s outstanding shares of Common Stock. Land & Buildings is making this proxy statement supplement
and accompanying
BLUE
proxy card available to holders of Common Stock of the Company in connection with its solicitation
of proxies in connection with the Company’s 2018 annual meeting of shareholders scheduled to be held on Thursday, May 31,
2018, at 8:30 a.m., Eastern Time, at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009 (including any and all
adjournments, postponements, continuations or reschedulings thereof, or any other meeting of shareholders held in lieu thereof,
the “Annual Meeting”).
We are seeking your
support at the Annual Meeting to elect Land & Buildings’ director nominee, Jonathan Litt (the “Nominee”),
to the Company’s Board of Directors (the “Board”). We are seeking to change a minority of the Board. We are soliciting
proxies to elect not only our Nominee, but also the candidates who have been nominated by the Company other than William S. Taubman.
This gives shareholders the ability to vote for the total number of directors up for election at the Annual Meeting. The names,
backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s
proxy statement. There is no assurance that any of the Company’s nominees will serve as directors if our Nominee is elected.
We are also seeking your support at the Annual Meeting to approve our non-binding business proposal to request that the Board eliminate
the dual class voting stock structure by offering to exchange shares of the Company’s Common Stock for the Series B Non-Participating
Convertible Preferred Stock that is owned by members of the Taubman family.
Land & Buildings
filed its definitive proxy statement for the Annual Meeting with the Securities and Exchange Commission (the “SEC”)
on April 25, 2018. The Company filed its definitive proxy statement for the Annual Meeting with the SEC on April 30, 2018. This
supplement discloses certain information about the Annual Meeting included in the Company’s definitive proxy statement that
had not been publicly available at the time we filed our definitive proxy statement, including the date, time and place of the
Annual Meeting as well as certain other updates, as disclosed herein.
IMPORTANTLY, IF YOU
HAVE SUBMITTED A
BLUE
PROXY CARD AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION.
YOU SHOULD DISREGARD AND DISCARD ANY WHITE PROXY CARD YOU RECEIVE FROM THE COMPANY.
According to the
Company’s definitive proxy statement, shareholder proposals intended to be included in the Company’s proxy statement
and form of proxy for the 2019 annual meeting of shareholders (“2019 Annual Meeting”) pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by the Company’s Assistant
Secretary, Chris Heaphy, at 200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304-2324 by the close of business
on December 31, 2018, and must otherwise be in compliance with the requirements of the SEC’s proxy rules.
According to the
Company’s definitive proxy statement, any director nomination or shareholder proposal of other business intended to be presented
for consideration at the 2019 Annual Meeting, but not intended to be considered for inclusion in the Company’s proxy statement
and form of proxy related to such meeting (i.e. not pursuant to Rule 14a-8 of the Exchange Act), must be received by the Company
at the address stated above between January 31, 2019 and the close of business on March 2, 2019 to be considered timely. However,
if the 2019 Annual Meeting occurs more than 30 days before or 60 days after May 31, 2019, the Company must receive nominations
or proposals (A) not later than the close of business on the later of the 90th day prior to the date of the 2019 Annual Meeting
or the 10th day following the day on which public announcement is made of the date of the 2019 Annual Meeting, and (B) not earlier
than the 120th day prior to the 2019 Annual Meeting.
The information
set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2019 Annual Meeting is based
on information contained in the Company’s proxy statement and the Company’s Bylaws. The incorporation of this information
in this supplement should not be construed as an admission by any of the participants in this solicitation that such procedures
are legal, valid or binding.
For details regarding the
qualifications of our Nominee as well as our reasons for making this solicitation, please see our definitive proxy statement filed
with the SEC on April 25, 2018. If you need another copy of our definitive proxy statement or this supplement, please contact D.F.
King & Co., Inc., which is assisting Land & Buildings with its effort to solicit proxies, at the address and toll-free
number set forth on the back cover of this supplement.
This supplement is dated
May 2, 2018, and is first being furnished to shareholders of the Company on or about May 2, 2018. This supplement should be read
in conjunction with Land & Buildings’ definitive proxy statement filed with the SEC on, and first furnished to shareholders
of the Company on or about, April 25, 2018.
All BLUE proxy
cards that have been submitted in connection with our mailing to shareholders of a proxy statement and proxy card on April 25,
2018 remain valid and will be voted at the Annual Meeting as marked.
THEREFORE, IF
YOU HAVE SUBMITTED A BLUE PROXY CARD SINCE APRIL 25, 2018, AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE
ANY FURTHER ACTION.
You should DISREGARD AND
DISCARD any WHITE proxy card you receive from the Company.
THIS SOLICITATION
IS BEING MADE BY LAND & BUILDINGS AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY.
PLEASE
SIGN, DATE AND RETURN THE
BLUE
PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEE AND IN FAVOR OF OUR NON-BINDING BUSINESS
PROPOSAL. YOU SHOULD DISREGARD AND DISCARD, AND
NOT
VOTE, ANY WHITE PROXY CARD YOU RECEIVE FROM THE COMPANY.
THE LATEST DATED
PROXY IS THE ONLY ONE THAT COUNTS. IF YOU HAVE ALREADY SENT A WHITE PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU
MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN OUR DEFINITIVE PROXY STATEMENT BY SIGNING, DATING AND RETURNING
A
BLUE
PROXY CARD. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION
OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting:
The proxy materials are available at
www.savetaubman.com
ADDITIONAL PARTICIPANT INFORMATION
The Members of Land
& Buildings are participants in this solicitation.
The principal business
of each of L&B Capital, a Delaware limited partnership, and L&B Opportunity, a Delaware limited partnership, is serving
as a private investment fund. The principal business of L&B GP, a Delaware limited partnership, is serving as the general partner
of each of L&B Capital and L&B Opportunity. The principal business of L&B Management, a Delaware limited liability
company, is serving as the investment manager of each of L&B Capital and L&B Opportunity and as the investment advisor
of certain managed accounts (the “Managed Accounts”). Mr. Litt serves as the managing principal of L&B Management.
The address of the
principal office of each of L&B Capital, L&B Opportunity, L&B GP, and L&B Management is 1 Landmark Square, 7th
Floor, Stamford, Connecticut 06901.
As of the date hereof,
L&B Capital directly owns 183,800 shares of Common Stock. As of the date hereof, L&B Opportunity directly owns 159,100
shares of Common Stock. As of the date hereof, 472,047 shares of Common Stock were held in the Managed Accounts. L&B GP, as
the general partner of each of L&B Capital and L&B Opportunity, may be deemed the beneficial owner of an aggregate of 342,900
shares of Common Stock, owned by L&B Capital and L&B Opportunity. L&B Management, as the investment manager of each
of L&B Capital and L&B Opportunity, and as the investment advisor of the Managed Accounts, may be deemed the beneficial
owner of an aggregate of 814,947 shares of Common Stock, owned by L&B Capital and L&B Opportunity and held in the Managed
Accounts. Mr. Litt, as the managing principal of L&B Management, which is the investment manager of each of L&B Capital
and L&B Opportunity and the investment advisor of the Managed Accounts, may be deemed the beneficial owner of an aggregate
of 814,947 shares of Common Stock, owned by L&B Capital and L&B Opportunity and held in the Managed Accounts. As of the
date hereof, Mr. Litt directly owns 436 shares of the Company’s 6.5% Series J Cumulative Redeemable Preferred Stock (the
“Series J Preferred Stock”).
Each participant
in this solicitation, as a member of a group with the other participants for the purposes of Section 13(d)(3) of the Exchange Act,
may be deemed to beneficially own the 814,947 shares of Common Stock and 436 shares of Series J Preferred Stock owned in the aggregate
by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares
of Common Stock he or it does not directly own. For information regarding purchases and sales of securities of the Company during
the past two years by the participants in this solicitation, see
Schedule I
.
The shares of Common
Stock purchased by each of L&B Capital, L&B Opportunity, and held in the Managed Accounts were purchased with working capital
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market,
except as otherwise noted on
Schedule I
. The shares of Series J Preferred Stock purchased by Mr. Litt were purchased in
the open market with personal funds.
On May 17, 2017,
L&B Management commenced an action in the United States District Court for the Eastern District of Michigan (the “District
Court”) against the Company, Robert S. Taubman, William S. Taubman, Gayle Taubman Kalisman, R&W-TRG LLC, Taubman Ventures
Group LLC, TG Partners, and TF Associates, LLC. The Amended Complaint, filed on June 5, 2017, asserted two claims, one for breach
of the Company’s Articles of Incorporation (the “Charter”) and one for violation of Section 14(a) of the Exchange
Act. L&B Management alleged that TCO had failed to appropriately apply an ownership limit set forth in its Charter, thereby
allowing the Taubman family to own the Series B Preferred Stock in excess of the permitted limit and to exercise disproportionate
control over TCO. L&B Management also alleged that TCO had issued a proxy statement containing false and misleading statements
regarding the valuation of its Series B Preferred Stock. On August 16, 2017, the District Court entered an Opinion and Order (the
“Order”) dismissing the Amended Complaint on the ground that it failed to state a claim upon which relief can be granted.
Specifically, the District Court dismissed Counts II and III of the Amended Complaint, which alleged that TCO breached the Charter
by permitting the Taubman Defendants to vote in excess of 8.23% of the value of TCO’s outstanding Capital Stock. The District
Court concluded that (i) the market price of the Taubman defendants’ Series B Preferred Stock is “nominal” since
“the charter itself establishes that the liquidation value of Series B preferred stock is $.001 per share and that Series
B stock is convertible at a ratio of 14,000 to 1”; (ii) “the Board used this valuation formula to assign nominal value
to Series B stock and conclude that the Taubman family’s holdings did not violate the ownership limit”; and (iii) “the
Board’s determination” is “final and binding” under Section 2(d)(vii) of Article 3 of the Charter. L&B
Management appealed the Order to the United States Court of Appeals for the Sixth Circuit (the “Sixth Circuit”) on
September 13, 2017. A hearing on the appeal was held on March 16, 2018 in the Sixth Circuit. The Sixth Circuit has not yet issued
an opinion on the appeal.
Except as set forth
in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation
directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities
of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the
Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any
contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited
to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses
or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially,
directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or
its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last
fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation
or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the
Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may
be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings
or otherwise, in any matter to be acted on at the Annual Meeting.
Except as set forth
in this Proxy Statement in connection with the appeal of the Order, there are no material proceedings to which any participant
in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries. With respect to the Nominee, none of the events enumerated in Item
401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten years.
SCHEDULE I
TRANSACTIONS IN SECURITIES OF
the
Company
DURING THE PAST TWO YEARS
Nature of
the Transaction
|
Amount of Shares
Purchased/(Sold)
|
Date of
Purchase/Sale
|
land
& buildings capital growth fund, lp
Purchase of Common Stock
|
87,500
|
05/04/2016
|
Purchase of Common Stock
|
22,300
|
06/09/2016
|
Purchase of Common Stock
|
18,100
|
06/24/2016
|
Sale of Common Stock
|
(19,200)
|
06/29/2016
|
Sale of Common Stock
|
(10,900)
|
06/30/2016
|
Purchase of Common Stock
|
21,200
|
07/11/2016
|
Purchase of Common Stock
|
10,900
|
07/19/2016
|
Sale of Common Stock
|
(23,400)
|
07/27/2016
|
Purchase of Common Stock
|
10,900
|
08/18/2016
|
Purchase of Common Stock
|
22,300
|
08/31/2016
|
Purchase of Common Stock
|
7,600
|
09/02/2016
|
Purchase of Common Stock
|
9,100
|
09/06/2016
|
Purchase of Common Stock
|
5,300
|
09/07/2016
|
Purchase of Common Stock
|
5,300
|
09/08/2016
|
Purchase of Common Stock
|
3,500
|
09/12/2016
|
Purchase of Common Stock
|
15,100
|
02/16/2017
|
Purchase of Common Stock
|
19,600
|
05/10/2017
|
Purchase of Common Stock
|
8,200
|
05/12/2017
|
Purchase of Common Stock
|
6,800
|
05/15/2017
|
Purchase of Common Stock
|
7,900
|
05/16/2017
|
Purchase of Common Stock
|
23,600
|
05/17/2017
|
Purchase of Common Stock
|
16,800
|
07/05/2017
|
Purchase of Common Stock
|
19,400
|
11/10/2017
|
Sale of Common Stock
|
(11,400)
|
12/15/2017
|
Sale of Common Stock
|
(8,300)
|
12/18/2017
|
Sale of Common Stock
|
(5,100)
|
12/20/2017
|
Sale of Common Stock
|
(5,200)
|
12/21/2017
|
Sale of Common Stock
|
(5,200)
|
12/22/2017
|
Sale of Common Stock
|
(5,100)
|
12/26/2017
|
Sale of Common Stock
|
(5,100)
|
12/27/2017
|
Sale of Common Stock
|
(24,200)
|
12/29/2017
|
Purchase of Common Stock
|
16,100
|
03/01/2018
|
Purchase of Common Stock
|
17,000
|
03/13/2018
|
Sale of Common Stock
|
(67,600)
|
04/27/2018
|
L & B REAL ESTATE OPPORTUNITY FUND,
LP
Purchase of Common Stock
|
29,600
|
05/04/2016
|
Purchase of Common Stock
|
6,900
|
06/09/2016
|
Purchase of Common Stock
|
5,400
|
06/24/2016
|
Purchase of Common Stock
|
4,500
|
07/06/2016
|
Purchase of Common Stock
|
9,100
|
07/11/2016
|
Purchase of Common Stock
|
8,000
|
07/19/2016
|
Sale of Common Stock
|
(11,400)
|
07/27/2016
|
Purchase of Common Stock
|
11,900
|
08/18/2016
|
Purchase of Common Stock
|
4,500
|
08/31/2016
|
Purchase of Common Stock
|
4,100
|
09/07/2016
|
Purchase of Common Stock
|
4,400
|
09/08/2016
|
Purchase of Common Stock
|
16,300
|
10/17/2016
|
Purchase of Common Stock
|
4,300
|
02/16/2017
|
Purchase of Common Stock
|
2,800
|
05/10/2017
|
Purchase of Common Stock
|
1,600
|
05/12/2017
|
Purchase of Common Stock
|
1,300
|
05/15/2017
|
Purchase of Common Stock
|
26,400
|
05/16/2017
|
Purchase of Common Stock
|
79,100
|
05/17/2017
|
Purchase of Common Stock
|
6,900
|
05/18/2017
|
Purchase of Common Stock
|
13,800
|
07/05/2017
|
Purchase of Common Stock
|
12,400
|
11/10/2017
|
Sale of Common Stock
|
(9,600)
|
12/15/2017
|
Sale of Common Stock
|
(7,000)
|
12/18/2017
|
Sale of Common Stock
|
(4,300)
|
12/20/2017
|
Sale of Common Stock
|
(4,300)
|
12/21/2017
|
Sale of Common Stock
|
(4,400)
|
12/22/2017
|
Sale of Common Stock
|
(4,300)
|
12/26/2017
|
Sale of Common Stock
|
(4,300)
|
12/27/2017
|
Purchase of Common Stock
|
2,900
|
03/01/2018
|
Purchase of Common Stock
|
11,000
|
03/13/2018
|
Sale of Common Stock
|
(58,500)
|
04/27/2018
|
land
& buildings investment management, llc
(Through the Managed
Accounts)
Purchase of Common Stock
|
5,300
|
05/04/2016
|
Purchase of Common Stock
|
1,300
|
06/09/2016
|
Purchase of Common Stock
|
1,100
|
06/24/2016
|
Sale of Common Stock
|
(6,300)
|
06/28/2016
|
Purchase of Common Stock
|
2,600
|
07/11/2016
|
Purchase of Common Stock
|
700
|
07/19/2016
|
Sale of Common Stock
|
(1,300)
|
07/27/2016
|
Purchase of Common Stock
|
25,700
|
08/18/2016
|
Purchase of Common Stock
|
21,700
|
08/22/2016
|
Purchase of Common Stock
|
24,800
|
08/23/2016
|
Purchase of Common Stock
|
1,300
|
08/31/2016
|
Purchase of Common Stock
|
4,500
|
08/31/2016
|
Purchase of Common Stock
|
53,400
|
09/01/2016
|
Purchase of Common Stock
|
5,285
|
09/02/2016
|
Purchase of Common Stock
|
27,100
|
09/02/2016
|
Purchase of Common Stock
|
6,162
|
09/06/2016
|
Purchase of Common Stock
|
32,300
|
09/06/2016
|
Purchase of Common Stock
|
4,100
|
09/07/2016
|
Purchase of Common Stock
|
56,600
|
09/07/2016
|
Purchase of Common Stock
|
3,700
|
09/08/2016
|
Purchase of Common Stock
|
59,300
|
09/08/2016
|
Purchase of Common Stock
|
70,500
|
09/09/2016
|
Purchase of Common Stock
|
2,700
|
09/12/2016
|
Purchase of Common Stock
|
2,300
|
09/12/2016
|
Purchase of Common Stock
|
16,700
|
10/17/2016
|
Purchase of Common Stock
|
13,700
|
02/16/2017
|
Purchase of Common Stock
|
4,500
|
05/10/2017
|
Purchase of Common Stock
|
2,600
|
05/12/2017
|
Purchase of Common Stock
|
2,100
|
05/15/2017
|
Purchase of Common Stock
|
2,100
|
05/16/2017
|
Purchase of Common Stock
|
6,500
|
05/17/2017
|
Purchase of Common Stock
|
5,000
|
07/05/2017
|
Purchase of Common Stock
|
24,400
|
07/21/2017
|
Purchase of Common Stock
|
73,100
|
07/24/2017
|
Purchase of Common Stock
|
43,100
|
11/01/2017
|
Purchase of Common Stock
|
23,600
|
11/10/2017
|
Purchase of Common Stock
|
51,000
|
12/01/2017
|
Sale of Common Stock
|
(56,600)
|
12/05/2017
|
Purchase of Common Stock
|
28,700
|
12/05/2017
|
Sale of Common Stock
|
(22,500)
|
12/15/2017
|
Sale of Common Stock
|
(16,500)
|
12/18/2017
|
Sale of Common Stock
|
(10,300)
|
12/20/2017
|
Sale of Common Stock
|
(10,200)
|
12/21/2017
|
Sale of Common Stock
|
(10,494)
|
12/22/2017
|
Sale of Common Stock
|
(10,103)
|
12/26/2017
|
Sale of Common Stock
|
(10,103)
|
12/27/2017
|
Purchase of Common Stock
|
29,000
|
01/02/2018
|
Sale of Common Stock
|
(24,600)
|
02/27/2018
|
Purchase of Common Stock
|
8,500
|
03/01/2018
|
Purchase of Common Stock
|
5,800
|
03/08/2018
|
Purchase of Common Stock
|
69,300
|
03/13/2018
|
Sale of Common Stock
|
(173,900)
|
04/27/2018
|
IMPORTANT
Your vote is
important, no matter how many shares of Common Stock and Series B Non-Participating Convertible Preferred Stock of the Company
you own (collectively, the “Voting Stock”). Land & Buildings urges you to sign, date, and return the enclosed BLUE
proxy card today to vote FOR the election of the Nominee, FOR the non-binding proposal to eliminate the dual class voting stock
structure, and in accordance with Land & Buildings’ recommendations on the other proposals on the agenda for the Annual
Meeting.
|
·
|
If your shares of Voting Stock are registered in your own name, please sign and date the enclosed
BLUE
proxy card and return it to Land & Buildings, c/o First Coast Results, Inc., in the enclosed postage-paid envelope
today.
|
|
·
|
If your shares of Voting Stock are held in a brokerage account or bank, you are considered the
beneficial owner of the shares of Voting Stock, and these proxy materials, together with a
BLUE
voting form, are being forwarded
to you by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote.
Your broker cannot vote your shares of Voting Stock on your behalf without your instructions.
|
|
·
|
Depending upon your broker or custodian, you may be able to vote either by toll-free telephone
or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote
by signing, dating and returning the enclosed voting form.
|
Since only your
latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the
management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card
you may have previously sent to us. Remember, you can vote for our Nominee only on our
BLUE
proxy card. So please make certain
that the latest dated proxy card you return is the
BLUE
proxy card.
If you have any questions, require assistance
in voting your
BLUE
proxy card,
or need additional copies of Land & Buildings’
proxy materials,
please contact D.F. King & Co., Inc.
at the phone numbers listed below.
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5500
All Others Call Toll-Free: (800) 207-3159
Email:
tco@dfking.com
BLUE PROXY CARD
taubman
centers, inc.
2018 ANNUAL MEETING OF
ShareholderS
THIS PROXY IS SOLICITED ON BEHALF
OF
land & buildings capital growth fund,
lp, and the other participants in its solicitation
THE BOARD OF DIRECTORS OF
taubman
centers, inc.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned
appoints Jonathan Litt, Craig Melcher, Steve Wolosky and Edward McCarthy, and each of them, attorneys and agents with full power
of substitution to vote all shares of Common Stock of Taubman Centers, Inc. (the “Company”) and all shares of Series
B Non-Participating Convertible Preferred Stock of the Company (collectively, the “Voting Stock”) which the undersigned
would be entitled to vote if personally present at the Company’s 2018 annual meeting of shareholders to be held on Thursday,
May 31, 2018, at 8:30 a.m., Eastern Time, at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009 (including any
adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).
The undersigned
hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Voting Stock of the Company
held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes,
or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and
in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly
come before the Annual Meeting that are unknown to Land & Buildings Capital Growth Fund, LP (“Land & Buildings”),
a reasonable time before this solicitation.
IF NO DIRECTION
IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “FOR”
PROPOSAL 2, “AGAINST” PROPOSAL 3, “AGAINST” PROPOSAL 4, AND “FOR” PROPOSAL 5.
This Proxy will
be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Land & Buildings’
solicitation of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE
SIDE
BLUE PROXY CARD
[X] Please mark vote as in this example
LAND & BUILDINGS STRONGLY RECOMMENDS
THAT SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEE LISTED BELOW IN PROPOSAL 1 AND IN FAVOR OF THE NON-BINDING PROPOSAL LISTED BELOW
IN PROPOSAL 5. LAND & BUILDINGS MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSALS 2, 3 AND 4.