METROPOLIS REALTY TRUST, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF METROPOLIS REALTY TRUST, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 20, 2000.
The undersigned, as a holder of shares of common stock, par value
$10.00 per share ("Shares"), of Metropolis Realty Trust, Inc., a Maryland
corporation (the "Company"), hereby appoints John R. Klopp and Lee S. Neibart,
and each of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders of
the Company to be held at the law offices of Akin, Gump, Strauss, Hauer & Feld,
L.L.P., 590 Madison Avenue, Suite 2200, New York, New York, on Monday, November
20, 2000, at 10:00 a.m. local time, and any adjournments or postponements
thereof (the "Annual Meeting"), to cast on behalf of the undersigned all votes
that the undersigned is entitled to cast at such meeting with respect to
Proposals 1 and 2 set forth below and to vote and otherwise represent the
undersigned on any other matter that may properly come before the meeting or any
adjournment or postponement thereof in the discretion of the Proxy holder. The
undersigned hereby acknowledges receipt of the accompanying Proxy Statement and
revokes any proxy heretofore given with respect to such meeting.
You may revoke this proxy at any time before it has been exercised by filing a
written revocation with the Secretary of the Company at the address of the
Company set forth below, by filing a duly executed proxy bearing a later date or
by appearing in person and voting by ballot at the Annual Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "for" each of the nominees for
director in Proposal 1 and "for" Proposal 2 and in the discretion of the Proxy
holder on any other matter that may properly come before the meeting or any
adjournment or postponement thereof. Please mark your choice like this: [X]
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
Proposal 1 -
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[_] For each of the following nominees for director:
William L. Mack, John R.S. Jacobsson, David A.
Strumwasser and Ralph F. Rosenberg as more fully
described in the accompanying Proxy Statement.
[_] Withhold authority as to all listed nominees.
[_] For all nominees except the following:
Proposal 2 -
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Ratification of the selection of Deloitte & Touche, L.L.P. as
the independent auditor for the fiscal year ending December 31, 2000,
as more fully described in the accompanying Proxy Statement.
(check one box) [_]For [_]Against [_]Abstain
/ / CHECK HERE ONLY IF YOU PLAN TO ATTEND THE ANNUAL
MEETING IN PERSON
Print and sign your name below exactly as it appears on the records of the
Company and date this card. When signing as attorney, executor, administrator,
trustee, guardian or in another representative capacity, please give full title,
as such. Joint owners should each sign. If a corporation, please sign in full
corporate name by president or authorized officer. If a partnership, please sign
in partnership name by an authorized person.
Date: ____________________, 2000
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Signature (title, if any)
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Signature, if held jointly
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Title or Authority
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE
ENCLOSED POSTAGE PAID ENVELOPE TO:
METROPOLIS REALTY TRUST, INC.
C/O VICTOR CAPITAL GROUP, 410
PARK AVENUE, 14th FLOOR, NEW YORK, NEW YORK 10022.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL (212) 655-0250
