Aerojet Rocketdyne Executive Chairman Warren Lichtenstein Highlights 10 Irrefutable Facts Ahead of Special Meeting

Contends Recent Report from ISS is Devoid of Substantive Analysis of the Respective Slates’ Business Assessments, Nominees, CEO Candidates and Strategic Plans

Notes ISS Clearly Lacks Understanding of the Sector and Ability to Analyze Aerojet Rocketdyne’s Business

Shares Telling Side-by-Side Comparison of the Lichtenstein Value Proposition vs. the Drake Value Proposition

Urges Shareholders to Vote on the GREEN Proxy Card to Elect Chairman’s Refreshed Slate of Eight Highly Qualified Nominees, Which Has the Right CEO and a Superior Plan for Value Creation

Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (“Aerojet Rocketdyne” or the “Company”) Executive Chairman Warren Lichtenstein, who collectively with his affiliates and the participants in his solicitation owns approximately 5.6% of the Company's outstanding shares, issued the below statement in connection with the recent report from Institutional Shareholder Services, Inc. (“ISS”) and his campaign to elect a recently refreshed slate of highly qualified candidates to the Company’s Board of Directors (the “Board”) at the special meeting of shareholders (the “Special Meeting”) set for June 30, 2022:

“It is unfortunate that ISS issued a report that lacks any substantive analysis of the respective slates’ business assessments, credentials, CEO candidates and strategic plans. ISS clearly lacks the ability to evaluate the business aspects of companies in Aerojet Rocketdyne’s sector. Clients who have capital at risk and were looking for informed voting perspectives deserved better than an unjustifiably one-sided report that reads like a highly personalized newspaper editorial. We take solace in the fact that Aerojet Rocketdyne has a shareholder base that is primarily comprised of thoughtful institutional funds that make independent voting decisions – rather than outsourcing voting completely to ISS.

My fellow nominees and I urge all Aerojet Rocketdyne shareholders to start focusing on the 10 facts that appear to be falling through the cracks amidst all the noise of this contest. A review of these irrefutable facts should validate that our slate has the credibility, CEO candidate and value creation strategy to earn support at the Special Meeting. In contrast, Eileen Drake has not issued a detailed plan and refuses to align with half the Board on pre-releasing results ahead of the Special Meeting, so shareholders can know if the Company’s financial and operating performance is still deteriorating as it did in fiscal year 2021. I believe the second quarter’s revenues, earnings and cash flows are trending negative due to continued delivery and production delays linked to employee attrition and operational lapses. The obvious conclusion is that we need to go back to the basics and start blocking and tackling the operational issues facing the Company. Our CEO candidate, Mark Tucker, is perfectly suited to do this. Ms. Drake is not. Additionally, Ms. Drake’s reluctance to provide transparency ahead of a critical vote – and after being found to have acted unlawfully and misleadingly by the Delaware court – should be a flashing red light for shareholders considering handing the Company over to her.”

THE 10 CRITICAL FACTS FOR SHAREHOLDERS

1. FACT: After the Lockheed Martin Corporation deal was announced in December 2020, Ms. Drake and her boardroom allies downplayed public regulatory headwinds and ignored documented requests for comprehensive contingency planning. Ms. Drake did not provide the Board with a formal contingency plan until December 2021. That left the Company ill-prepared when the deal was challenged by the Federal Trade Commission in January 2022 and terminated the following month.
   
   
   
   
2. FACT: During fiscal year 2021, the Company’s key customers expressed frustration with management’s inability to meet production timelines and provide on-time delivery. Over the past 18 months, the concerns of customers such as Boeing and Raytheon have spilled into the public domain. This is a major threat to shareholder value given that Aerojet Rocketdyne generates 90% of its revenue from a half-dozen customers.
   
   
   
   
3. FACT: Starting in the spring of 2021, Mr. Lichtenstein was sidelined because Ms. Drake initiated an internal investigation (which ultimately found no breach of fiduciary duty or violation of law) into his transaction-related conduct. Mr. Lichtenstein was prevented from accessing normal-course information and troubleshooting issues that were eroding the Company’s financial and operational foundation. The reality is Mr. Lichtenstein was investigated for engaging in normal-course contingency planning that Ms. Drake refused to take on herself because of her focus on obtaining a more than $25 million change-in-control payment.
   
   
   
   
4. FACT: During fiscal year 2021, the Company burned through cash at an alarming rate. Although Aerojet Rocketdyne reported $162 million in free cash flow in 2021, $100 million of that was from a one-time CARES Act payment. In reality, the Company only generated $62 million in free cash flow for the year – a startling 79.9% decline. These negative trends continue to this day – essentially halfway through 2022.
   
   
   
   
5. FACT: During fiscal year 2021, several of the Company’s programs in its Defense and Space units have gone from “in the black” to deeply “in the red.” Underperforming business units have been the root of negative cash flow and unhappy customers. We fear this underperformance is only spreading under Ms. Drake while the Board is gridlocked and she has no real oversight. Again, these disturbing trends continue to the present.
   
   
   
   
6. FACT: The Drake slate has not been honest with shareholders about the financial and operational deterioration that has set in at Aerojet Rocketdyne. Throughout their campaign, Ms. Drake and her allies have not acknowledged – in any public communication – the substantive business issues that are threatening shareholder value. Allowing Ms. Drake to operate under the “oversight” of her own hand-picked Board will not remedy this situation.
   
   
   
   
7. FACT: The Drake slate has not provided shareholders with a detailed plan for fixing the business and producing long-term value. In their recent investor presentation, Ms. Drake and her allies devoted a single slide to a forward-looking plan. In contrast, our slate has released a comprehensive strategy for repairing issues and delivering at least $65 per share in value within three years.
   
   
   
   
8. FACT: The Delaware Court of Chancery recently found that Ms. Drake acted unlawfully by misusing the Company’s resources to support her takeover efforts – in violation of a temporary restraining order. We cannot find any other example of a current CEO who has been rebuked in such a manner by the preeminent business court in the country. Indeed, Ms. Drake’s conduct and the corresponding ruling demonstrate she lacks the credibility to continue running Aerojet Rocketdyne.
   
   
   
   
9. FACT: Ms. Drake and her boardroom allies have to date not committed to pre-release financial results for the first five months of the year ahead of the Special Meeting. The Chairman’s slate believes the Company’s shareholders deserve to know whether management’s targets for revenue, earnings, cash flow and other key metrics are being achieved. In our view, transparency around these metrics is especially important following the deterioration of the business in fiscal year 2021 and continued decline in 2022.
   
   
   
   
10. FACT: If Ms. Drake is allowed to prevail at the Special Meeting, she will have self-selected the Board that is supposed to objectively oversee her compensation, performance and strategic decisions. We cannot think of a worse foundation for good governance than allowing Ms. Drake – who has violated a court order and misused corporate resources – to pick her overseers. Conversely, our slate has committed to admittedly long overdue governance enhancements that include eliminating the Executive Chairman role, appointing a Lead Independent Director and overhauling committee charters.

THE DISTINCT VALUE PROPOSITIONS

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Mr. Lichtenstein and new CEO candidate Mark Tucker have issued a detailed presentation that diagnoses Aerojet Rocketdyne’s vulnerabilities and outlines a fix-and-repair plan that targets at least $65 per share within three years: https://saveaerojet.com/wp-content/uploads/2022/06/Investor-Presentation.pdf.

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Forward-Looking Statements

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