On May 30, 2012, Handy & Harman Group Ltd. ("H&H Group"), a wholly-owned subsidiary of Handy & Harman Ltd. (the "Company"), and certain subsidiaries of H&H Group, entered into amendments to its Amended and Restated Loan and Security Agreement, dated October 15, 2010, as amended, with Wells Fargo Bank, National Association, as administrative agent for the lenders thereunder and its Amended and Restated Loan and Security Agreement with Ableco, L.L.C., dated as of September 12, 2011, to, among other things, increase its maximum capital expenditures covenant.

On May 23, 2012, the Company held its Annual Meeting of Shareholders (the "Meeting"). The total number of shares of the Company's common stock voted in person or by proxy at the Meeting was 12,333,540, representing approximately 93.92% of the 13,131,404 shares outstanding and entitled to vote at the Meeting. The matters voted on by shareholders and the number of (and percentage of shares voted at the Meeting represented by) votes cast for, against or withheld, as well as abstentions with respect to each matter, if applicable, is set forth below. There were 1,023,071 broker non-votes with respect to the election of directors and the amendment to the Company's 2007 Incentive Stock Plan, as amended (the "2007 Plan").

Proposal 1. To elect eight directors to the Board of Directors of the Company, each to serve until the annual meeting of stockholders in fiscal year 2013 and until their respective successors have been duly elected and qualified:

                                                       FOR              WITHHOLD

                      Warren G. Lichtenstein   10,648,280 (86.33%)   662,189 (5.37%)

                      Glen M. Kassan           10,721,545 (86.93%)   588,924 (4.77%)

                      Jack L. Howard           11,075,327 (89.80%)   235,142 (1.90%)

                      Robert Frankfurt         10,649,214 (86.34%)   661,255 (5.36%)

                      John H. McNamara, Jr.    10,649,214 (86.34%)   661,255 (5.36%)

                      Garen W. Smith           11,070,127 (89.76%)   240,342 (1.95%)

                      Jeffrey A. Svoboda       10,648,221 (86.33%)   662,248 (5.37%)

                      Patrick A. DeMarco       11,103,067 (90.02%)   207,402 (1.68%)

There were 1,023,071 broker non-votes with respect to the election of directors.

Proposal 2. To approve an amendment of the 2007 Plan to increase the number of shares of the Company's common stock subject to the 2007 Plan by 450,000 shares and to make a further administrative change to the 2007 Plan:

10,455,100 (84.69%) 785,445 (6.37%) 69,924 (0.56%) For Against Abstentions

There were 1,023,071 broker non-votes with respect to the 2007 Plan amendment.

Proposal 3. To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012:

12,159,050 (98.59%) 105,604 (0.86%) 68,886 (0.56%) For Against Abstentions