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Hill International Shareholder Bulldog Investors Issues Open Letter to Company President

Dear David:

Stockholders of Hill tell us that their primary complaint is the gross disconnect between executive pay and performance. In your July 22, 2016 letter to stockholders, you try to deflect attention from that issue with a multitude of distortions, half-truths, and outright lies starting with the allegation that we are attempting to “seize control” of Hill. That is plainly false since we are only seeking to elect three directors out of a total of nine. We could provide a point-by-point refutation of your other misrepresentations but we think that stockholders will see through your “blame the messenger” rhetoric. On the other hand, this is something they do care about.

When Irvin Richter, your father, retired as CEO, the board of directors awarded him what appears to be a five-year “no show” contract. That contract does not require your father to perform any specific duties. Yet, he is paid almost $2 million per annum (including perks). Also, it provides that he “shall not be required to devote any specific or minimum hours to the fulfillment of his duties” but it allows him six weeks’ vacation each year.

The simple truth is that the directors that rubber stamped such an outrageous giveaway should be replaced with truly independent directors.

Sincerely yours,

Phillip Goldstein
General Partner