CBL & Associates Properties, Inc. (CBL)
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AGM 2021

May 25, 2021

Speaker 1

Welcome to the C. B. Allen and Associate Properties, Inc. Annual Meeting of Shareholders. I would like to introduce Mr.

Charles Lebovitz, Chairman of the Board.

Speaker 2

Good afternoon. I am Charles Lee Lebovitz, Chairman of the Board. And on behalf of our company, I want to welcome you to the Annual Meeting of Shareholders of CBL Properties. On your screens, you should see an agenda for today's meeting as well as the rules of conduct for the annual meeting. To conduct an orderly meeting, we ask that participants abide by these rules and we appreciate your cooperation.

Following the close of the business portion of the meeting, we will be glad to answer any questions you may have about CBL. You may submit your question using the designated field on the web portal. Out of consideration for others, please limit yourself to one question. In addition to myself, our Director nominees in attendance today are Steven D. Leblebitt, Chief Executive Officer, CBL A.

Larry Chapman, Retired Executive Vice President and Head of Commercial Real Estate, Wells Fargo and Company Matthew S. Dominski, Retired Chief Executive Officer, Urban Shopping Centers John D. Griffith, Senior Vice President of Real Estate and Development, Lifetime Inc. Richard J. Lieb, Senior Advisor and Former Managing Director and Chairman, Real Estate, Green Hill and Company Kathleen M.

Nelson, President and Founder, KMN Associates LLC Carolyn B. Tiffany, former President of Winthrop Realty Trust Scott D. Vogel, Managing Member, Vogel Enterprises Jeffrey B. Currie, our Chief Legal Officer and Secretary will act as Secretary of the meeting. I would also like to introduce Peter Scheiblin, Director, Broadridge Financial Services, who will be serving as the Inspector of Election for today's meeting.

And finally, I would like to introduce Molly Cummings of Deloitte and Touche, our independent registered public accountants. As noted in the proxy statement, the independent accountants have the opportunity to make a statement at this time if they desire to do so. Molly has indicated that they do not wish to make a statement, but will be available to respond to any appropriate questions following the close of the formal business portion of the meeting. This meeting is now formally called to order. During the business portion, only those shareholders of record as of March 26, 2021 will be recognized.

I have in my possession a list of shareholders of record entitled to vote at this meeting and the valid proxies received from those shareholders. I also have a copy of the notice of meeting, proxy statement, annual report and an affidavit of service of notice of the meeting certifying that these documents were provided to the shareholders of record of CBL and Associates Properties Inc. These documents will be filed with the records of the company. This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws of Seabell and Associates Properties provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting.

The company's secretary, Jeff Curry, has been in charge of the proxies and shareholders present. May I now have the Inspector's report on whether a quorum is present?

Speaker 3

Mr. Chairman, the Inspector of Election has reviewed the proxies that have been received and has examined the credentials of the shareholders present. I have been advised by the Inspector of Election that the holders of at least 130,000,000 shares of common stock, constituting 66% of the common stock entitled to vote, are present in person or by proxy at the meeting. Therefore, a quorum is present.

Speaker 2

Thank you. Since a quorum is present, this meeting will therefore proceed. I will now present the matters to be voted upon. Those shareholders present that have already turned in their proxies do not need to vote again. Proposal 1 is the nomination and election of directors.

As placed before the meeting in the proxy statement and listed on the proxy ballot, the Board of Directors has nominated A. Larry Chapman, Matthew S. Deminski, John D. Griffith, Charles B. Lebovitz, Simeon D.

Lebovitz, Richard J. Leeb, Kathleen M. Nelson, Carolyn D. Tiffany and Scott D. Vogel to be reelected to the Board for a 1 year term to end in conjunction with the 2021 annual meeting and until their successor shall have been duly elected and qualified.

Proposal 2 is the approval and ratification of the Board of Directors' selection of Deloitte and Touche LLP as the independent registered public accountants for the company's fiscal year ending December 31, 2021. And finally, as required by the SEC, the 3rd proposal is an advisory vote on the approval of the compensation of the named executive officers included in the company's proxy statement filed in conjunction with this Annual Shareholders' Meeting. Now that the agenda items have been presented, any shareholder voting today through the web portal may submit their vote. Now that everyone has had the opportunity to vote, I declare the polls to be closed and ask the Inspector of Election to provide a preliminary report on the vote.

Speaker 3

Mr. Chairman, the preliminary vote report shows that the nominees for election for the Board have been duly elected, the selection of Deloitte and Touche LLP has been ratified and the majority of the votes cast in the advisory vote were voted in favor of the approval of the compensation of the named executive officers.

Speaker 2

Thank you. The Chair declares that all proposals have passed. The Chair hereby directs the results of the election to be incorporated into the minutes of this meeting. The company will file an 8 ks within 4 business days with the final vote results. There being no further business to come before the meeting, the CBL Associates Properties, Inc.

Annual Shareholder Meeting is now adjourned. I will now turn the call over to CBL's Chief Executive Officer, Steven Lebovitz.

Speaker 4

Thank you. We would now like to open up for shareholder questions. We will attempt to answer as many questions as time allows, but we will only address questions that are germane to the meeting. At this time, there are no questions. Thank you again for joining us today.

We appreciate your continued support of the company.

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