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Annaly Capital Management, Inc. Announces Conversion Of Series B Preferred Stock

Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly” or the “Company”) today announced that the Company has elected to convert all outstanding shares of its 6% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) into shares of Common Stock in accordance with the terms of the Series B Preferred Stock.

The conversion shall take place and be effective on April 3, 2012.

3.0614 shares of Common Stock will be issued upon conversion of each share of Series B Preferred Stock. In connection with the conversion of any Series B Preferred Stock, no fractional shares of Common Stock shall be issued. The remaining fractional interest shall be paid in cash in an amount equal to the fractional interest multiplied by the closing sale price per share of the Company’s Common Stock on the New York Stock Exchange on April 2, 2012.

771,737 shares of Series B Preferred Stock shall be converted into 2,362,595 shares of Common Stock in this conversion.

Holders of shares of the Series B Preferred Stock as of the record date of March 1, 2012 will receive the previously announced dividend of $0.375 per share on April 2, 2012. Holders of shares of the Series B Preferred Stock shall not be entitled to receive any portion of a dividend on the shares of Series B Preferred Stock for the period after March 31, 2012 and all dividends on the Series B Preferred Stock shall cease.

Notice of the conversion was delivered to The Depository Trust and Clearing Corporation (“DTC”) in accordance with the terms of the governing Articles Supplementary for the Series B Preferred Stock. Each holder of beneficial interest in Series B Preferred Stock must comply with the procedures of DTC to convert such holder's beneficial interest in respect of the Series B Preferred Stock.

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