Independent Directors of Annaly Capital Management, Inc. Unanimously Approved the Management Externalization Proposal and

  Independent Directors of Annaly Capital Management, Inc. Unanimously
  Approved the Management Externalization Proposal and Recommend Shareholders
  Vote “FOR” the Proposal

Management Externalization Proposal Could Result in Net Present Value Savings
of $210.9 Million Over Five Years

Business Wire

NEW YORK -- April 10, 2013

Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly” or the “Company”) filed
today its definitive proxy statement with the SEC seeking shareholder approval
for, among other proposals, the Company entering into a management agreement
with Annaly Management Company LLC (the “Manager”) under which the Manager
will assume responsibility for the Company’s management. Under the proposal,
the Company would pay the Manager an annual management fee of 1.05% of the
Company’s stockholders’ equity, and the Manager would be responsible for
paying all compensation expenses associated with managing the Company and its
subsidiaries. The Company’s independent directors unanimously approved the
Management Externalization Proposal and recommend shareholders vote “FOR” the
approval of the Management Externalization Proposal.

“We worked with our independent directors to carefully craft an externally
managed company that is the most shareholder-friendly across our peer group,”
said Wellington J. Denahan, Annaly’s Chairman and Chief Executive Officer. “We
believe that converting to an externally managed company and capping
compensation expense as a fixed percentage of equity while we diversify our
strategies will result in significant cost savings going forward,” said Ms.
Denahan. “Not only is the management fee the lowest fixed management fee as a
percentage of stockholders’ equity in the industry, but we believe that our
proposal provides for significant shareholder benefits.”

These benefits include and the terms compare favorably to our peer group:

  *5 year estimated net present value cost savings of $210.9 million
  *2012 pro forma savings of $48.0 million
  *Management Fee: 1.05% for us, 1.50% median for the peer group
  *Termination Fee: None for us, 3.0 times last 2 years average annual fee
    for the peer group
  *Alignment of interests with adoption of stock ownership requirements for
    our senior executive officers amounting to total stock ownership of $38.7
    million for senior executives

We encourage all our shareholders to read our proxy statement which provides
more detail on the proposal and vote their shares.

About Annaly Capital Management, Inc.

Annaly’s principal business objective is to generate net income for
distribution to its shareholders from its investment securities and from
dividends it receives from its subsidiaries. Annaly is a Maryland corporation
that has elected to be taxed as a real estate investment trust (“REIT”).

This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are based on
various assumptions (some of which are beyond our control) may be identified
by reference to a future period or periods or by the use of forward-looking
terminology, such as "may," "will," "believe," "expect," "anticipate,"
"continue," or similar terms or variations on those terms or the negative of
those terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but not
limited to, changes in interest rates; changes in the yield curve; changes in
prepayment rates; the availability of mortgage-backed securities for purchase;
the availability of financing and, if available, the terms of any financings;
changes in the market value of our assets; changes in business conditions and
the general economy; our ability to integrate the commercial mortgage
business; our ability to consummate any contemplated investment opportunities;
risks associated with the businesses of our subsidiaries, including the
investment advisory business of our wholly-owned subsidiaries, including: the
removal by clients of assets managed, their regulatory requirements, and
competition in the investment advisory business; risks associated with the
broker-dealer business of our wholly-owned subsidiary; changes in government
regulations affecting our business; our ability to maintain our qualification
as a REIT for federal income tax purposes; and our ability to maintain our
exemption from registration under the Investment Company Act of 1940, as
amended. For a discussion of the risks and uncertainties which could cause
actual results to differ from those contained in the forward-looking
statements, see "Risk Factors" in our most recent Annual Report on Form 10-K
and any subsequent Quarterly Reports on Form 10-Q. We do not undertake, and
specifically disclaim any obligation, to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the
date of such statements.

Contact:

Annaly Capital Management, Inc.
Investor Relations, 888-8Annaly
 
Press spacebar to pause and continue. Press esc to stop.