Memry (MRY)

Memry Corporation Stockholder Proposals

We will hold our 2008 annual meeting of stockholders only if the Merger is not completed. If the Merger is not completed, pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals may be included in the Company’s proxy materials for an annual meeting so long as they are provided to the Company on a timely basis and satisfy the other conditions set forth in applicable rules of the SEC. For a stockholder proposal to be included in the Company’s proxy materials for the 2008 Annual Meeting of Stockholders, the proposal must have been received at our offices located at Memry Corporation, 3 Berkshire Boulevard, Bethel, Connecticut 06801, addressed to the Secretary, not later than June 20, 2008. Stockholder proposals submitted outside the process provided in Rule 14a-8 shall be considered untimely in accordance with Rule 14a-5(e) if made after September 7, 2008.

Other Matters

Our board of directors knows of no other matters to be presented at the special meeting. However, if any other matters properly come before the special meeting, or any adjournment thereof, the persons named in the enclosed proxy will vote on such matters in accordance with their best judgment.

Householding of Proxy Statement

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Unless we receive contrary instructions from one or more of the affected stockholders, only one copy of this proxy statement is being delivered to multiple stockholders sharing the same address. We hereby undertake to promptly deliver a separate copy of this proxy statement upon the written or oral request of any stockholder to whom the previous sentence applies. Any written or oral request should be made to our Secretary, c/o Memry Corporation, 3 Berkshire Boulevard, Bethel, Connecticut 06801 or by telephone (203-739-1100). Stockholders sharing the same address and currently receiving only one copy of the proxy statement but desiring multiple copies of these materials in the future, or currently receiving multiple copies of the proxy statement but desiring only one copy of these materials in the future, should contact our Secretary as provided in the previous sentence.

A number of brokers with account holders who are our stockholders will also be “householding” our proxy materials. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker. As mentioned in the preceding paragraph, if any stockholders in your household wish to receive a separate copy of this proxy statement, please contact us, and we will provide such additional copies.

Certain Transactions

Following our acquisition of Putnam Plastics Corporation in November 2004, we entered into agreements with James V. Dandeneau, formerly the sole shareholder of Putnam Plastics Corporation. Mr. Dandeneau is currently the President of our Putnam Plastics Division and serves on our board of directors. We entered into a lease for Putnam’s manufacturing facility located in Dayville, Connecticut in which Mr. Dandeneau is the lessor. The monthly rent of $18,000 is based on an independent appraisal. In addition, we are leasing 2,012 square feet of warehousing space from Mr. Dandeneau on a month-to-month basis. Total rent paid to Mr. Dandeneau was $228,000 and $228,000 during the years ended June 30, 2007 and 2006, respectively. Mr. Dandeneau is also is a 50% shareholder of one of our suppliers and customers. Purchases from this company were $502,000 and $384,000 during the years ended June 30, 2007

and 2006, respectively. Sales to this company were $1,000 and $4,000 during the years ended June 30, 2007 and 2006, respectively. Additionally, during the year ended June 30, 2006, we sold equipment to this company for $6,000 and recognized a gain of $4,000. As of June 30, 2007 and 2006, we owed $57,000 and $26,000, respectively, to this company.

Other than as set forth in our Code of Conduct and Ethics, our board does not have a specific policy regarding review of transactions involving directors, management or other related parties. However, we discourage such transactions and have historically limited the approval of any such transactions to specific and rare instances with the full disclosure to, and approval of, the disinterested members of our board.