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The Shareholder Committee For The Future Of Ferro Issues Open Letter To Shareholders Of Ferro Corporation

   The Shareholder Committee For The Future Of Ferro Issues Open Letter To
                      Shareholders Of Ferro Corporation

COMMENTS ON SALE OF FERRO'S SOLAR PASTES ASSETS

REITERATES BELIEF THAT CHANGE IS NEEDED AT FERRO

PR Newswire

STAMFORD, Conn., Feb. 7, 2013

STAMFORD, Conn., Feb. 7, 2013 /PRNewswire/ --The Shareholder Committee for
the Future of Ferro, headed by FrontFour Capital Group LLC and Quinpario
Partners LLC, today issued an open letter to the shareholders of Ferro
Corporation (NYSE: FOE) commenting on the sale of Ferro's solar pastes assets
and reiterating the Committee's belief that change is needed at Ferro. 

The full text of the letter follows.

The Shareholder Committee for the Future of Ferro
Two Stamford Landing
68 Southfield Avenue, Suite 290
Stamford, CT 06902

February 7, 2013

Dear Fellow Shareholders of Ferro Corporation:

The Shareholder Committee for the Future of Ferro (the "Committee"), headed by
Quinpario Partners LLC and FrontFour Capital Group LLC, has nominated a slate
of three highly-qualified candidates for election to the board of directors of
Ferro Corporation ("Ferro" or the "Company") at its 2013 Annual Meeting of
Shareholders. The Committee's three director nominees are Jeffry N. Quinn,
David A. Lorber and Nadim Z. Qureshi. The Committee's sole purpose is to
catalyze change at Ferro that is necessary to create sustainable shareholder
value through meaningful shareholder representation on the board.

This is a unique campaign and one that is being led by firms with operational,
strategic, and financial expertise. Quinpario is comprised of experienced
corporate leaders and managers who have successfully led and operated
specialty chemical companies. FrontFour is a value oriented investment
management firm that has a long track record of facilitating change that has
led to the creation of shareholder value. Importantly, Jeffry N. Quinn of
Quinpario has over 25 years of experience with industrial companies in the
areas of mining, refining and chemicals. Over the course of Mr. Quinn's
career, especially as the Chairman and Chief Executive Officer of Solutia
Inc., he has proven himself to be a strong operator and creator of shareholder
value. Quinpario and FrontFour believe that good leadership and management,
coupled with strong analysis and execution, will ultimately drive shareholder
value, and that the creation of shareholder value is the measure by which
boards and management teams must ultimately be held accountable.

We would like to address the Company's announcement on February 6, 2013 of the
sale of the Solar Pastes Assets along with certain cost savings initiatives.
The Committee believes the sale of the Solar Pastes Assets was the right
decision. Unfortunately, this action was taken only after significant wasting
of company resources and destruction of shareholder value. The impact of the
deteriorating solar business on shareholder value has been visible for at
least the last eight quarters. We await meaningful details regarding the
transaction.

In addition, the Company needs to formulate and execute a clear and
comprehensive plan to effectively cut costs rather than merely issuing press
releases stating its intention to do so. We believe Ferro has had a
chronically inflated cost structure for years. Despite previous announcements
of cost reduction efforts, the inflated cost structure persists. Due to the
Company's track record of guidance shortfalls and lack of focus on execution,
the Committee believes that meaningful change is necessary at the board level.

Ferro operates several sound businesses with good prospects; however, the
Company has been distracted by the solar business while its core businesses
have failed to deliver meaningful growth. In our experience, success emanates
from within the core; this is a simple management concept that has been
demonstrated many times across multiple industries. The Company must refocus
on its core and build a sustainable base for the future.

After receiving pressure from the Committee, the current Ferro board and
management have only now expressed a sense of urgency to address the Company's
cost structure. We reiterate our concern that Ferro's leadership is ill
equipped to execute on and achieve even the modest goals it has established.
The impact of a legacy of inaction is visible in the Company's share price
performance. For this reason, we have put forth a unique and highly qualified
slate of individuals who we believe will provide much-needed oversight from an
operating, strategic and financial perspective to drive change for the benefit
of all shareholders.

Mr. Quinn led the turnaround of Solutia Inc., a global chemical firm located
in St. Louis, MO, during the same period of time the Ferro management and
board oversaw significant destruction of shareholder value. From May 2004 to
July 2012, Mr. Quinn served as the CEO of Solutia and served as the Chairman
of the Board from February 2006 to July 2012. Mr. Quinn became CEO of Solutia
shortly after it had filed for bankruptcy with a clear mandate to lead a great
company with a proud heritage that had lost its way. Upon becoming CEO, Mr.
Quinn immediately began implementing an operational turnaround. At that time,
Solutia was besieged with legacy liabilities, a portfolio of disparate
businesses, an unclear strategy and a loss of focus on technology and
operational excellence. Solutia was simply a company in need of change, in
need of a new direction, and in need of transformation and revitalization.
Over eight years, with the support of a strong board of directors, a motivated
globally-oriented management team and dedicated employees, Solutia was able to
make the difficult changes that needed to be made to turn around the company.
The portfolio of businesses was revamped, the culture was transformed,
operational excellence and safety record were improved, and Solutia became a
company that had amongst the highest margin profiles in the chemical
industry. The similarities between Ferro today and Solutia in 2004 are
striking.

The Committee believes that the ultimate job of a board is to work with
management to maximize the operating potential of a company and drive
shareholder value. During Mr. Quinn's tenure at Solutia, he and his board did
just that as the operational turnaround led to a dramatic improvement in
operating results and significant shareholder value was created. Solutia was
able to weather the recession of late 2008 into early 2009 and ultimately the
company was sold to Eastman Chemical in July 2012 for $4.7 billion. From the
low point of its share price in March 2009, Solutia was able to achieve an
over 1,800% increase in its share price. Ultimately, the shareholders were
well served, the business is now in good hands for the long term benefit of
Solutia's customers and great opportunities have been created for the
employees.

We believe there is a significant value creation proposition for all
shareholders. But change is needed to unlock that value opportunity. Over
the coming weeks, we will be communicating details about our vision for
Ferro. Our plan for Ferro will focus on bringing the Company's cost structure
in line with best in class companies, optimizing the portfolio of assets so
the Company can focus on growing and developing its core businesses and
putting the Company on a path towards operational excellence.

Immediate change is needed at Ferro. With a properly constituted board, we
believe sustainable shareholder value can be created.

Sincerely,

/s/ David A. Lorber         /s/ Jeffry N. Quinn
Managing Member             Chairman and Chief Executive Officer
FrontFour Capital Group LLC Quinpario Partners LLC

CERTAIN INFORMATION CONCERNING PARTICIPANTS

The Shareholder Committee for the Future of Ferro (the "Committee"),
consisting of the Participants (as defined below), intends to make a
preliminary filing with the Securities and Exchange Commission ("SEC") of a
proxy statement and accompanying proxy card to be used to solicit votes for
the election of director nominees at the 2013 annual meeting of shareholders
of Ferro Corporation, an Ohio corporation (the "Company").

THE COMMITTEE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.

The Participants in the proxy solicitation are anticipated to be FrontFour
Capital Group LLC ("FrontFour Capital"), FrontFour Master Fund, Ltd. (the
"Master Fund"), Event Driven Portfolio, a series of Underlying Funds Trust
(the "Event Driven Portfolio"), FrontFour Capital Corp., FrontFour Opportunity
Fund Ltd. (the "Canadian Fund"), Stephen Loukas, David A. Lorber, Zachary
George, Quinpario Partners LLC ("Quinpario"), Jeffry N. Quinn and Nadim Z.
Qureshi (collectively, the "Participants").

As of the date hereof, the Participants collectively own an aggregate of
3,328,400 shares of Common Stock of the Company, consisting of 1,046,463
shares owned directly by the Master Fund, 755,845 shares owned directly by the
Event Driven Portfolio, 177,999 shares owned directly by the Canadian Fund,
618,093 shares owned directly by accounts managed by FrontFour Capital,
700,000 shares owned directly by Quinpario and 30,000 shares owned directly by
Nadim Z. Qureshi.

As members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the Participants may be deemed to
beneficially own the shares of Common Stock of the Company owned in the
aggregate by the other Participants. Each of the Participants disclaims
beneficial ownership of such shares of Common Stock except to the extent of
his or its pecuniary interest therein.

Contact:
FrontFour Capital Group LLC
68 Southfield Avenue
Two Stamford Landing, Suite 290
Stamford, CT 06902
203-274-9050

SOURCE FrontFour Capital Group LLC
 
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