15 June 2026

Braemar Hotels & Resorts Inc., Outside Members of the Board of Directors
Ms. Mary Candace Evans
Ms. Rebeca Odino-Johnson
Mr. Matthew D. Rinaldi
Ms. Kellie Sirna

Re: A Betrayal of Shareholders for Which We Will Hold You Accountable

Outside Members of the Board of Directors:

What you have done is indefensible. As Braemar’s largest shareholder, Al Shams Investments Limited warned you—repeatedly and unambiguously—not to act without shareholder consent. You ignored us.

Instead, you have completed one of the most brazen acts of self-dealing we have ever witnessed in a public company by authorizing the sale of three hotel properties that triggered a $480 million “termination fee” owed to a company controlled by Monty Bennett, your Chair and benefactor. We believe Mr. Bennett engineered this outcome himself, approving the very transactions that lined his own pockets. That is not governance; that is theft dressed in a suit.

The market has rendered its verdict: Braemar’s stock fell 15% in two days. To put that in context: the share price has collapsed by nearly 90% since the Company’s separation from Ashford Hospitality Trust, leaving shareholders with a stock trading at just $2.10. And yet, Mr. Bennett apparently sees fit to pay himself the equivalent of $7 per share—more than three times the current share price.

Mr. Bennett’s audacity would be laughable were it not so destructive. Shareholders have lost hundreds of millions in value while Mr. Bennett—having done nothing but extract fees from this Company for 13 years—now stands entitled to siphon another $480 million, paying himself progressively from cash and sale proceeds that should rightfully accrue to shareholders. Braemar was already among the most leveraged lodging REITs in the sector. You have now saddled the Company with an obligation that exceeds the net proceeds of the very sales that triggered it. This is not a business decision; it is, in our view, an act of financial recklessness carried out for Mr. Bennett’s personal gain.

Your belated resignations and talk of reconstituting the Board fool no one. The CEO—Mr. Bennett’s longstanding and loyal lieutenant—will remain in place. We are sure that the “new” directors will be handpicked by the very people who authorized this scandal. We reject this charade entirely.

We will act—swiftly and without restraint.

Al Shams intends to pursue every available legal remedy against you personally, against Mr. Bennett and against all parties complicit in these transactions. We intend to nominate a full slate of genuinely independent directors for the 2026 Annual Meeting and vigorously oppose every candidate selected by this Board or by Mr. Bennett. We call on you to hold the Annual Meeting immediately, so that shareholders—the true owners of this Company—can replace you with directors who understand what a fiduciary duty actually means.

You had every opportunity to act with integrity. You chose not to. We will make certain that choice has consequences.

This is not a threat; this is a promise.

Respectfully,
Al Shams Investments Limited

Source: https://www.sec.gov/Archives/edgar/data/1574085/000139834426010825/fp0099408-1_ex991.htm