OMEGA HEALTHCARE INVESTORS INC

The Board has declared the Authorized Share Amendment to be advisable and in the best interests of Omega and its stockholders and is accordingly submitting the Authorized Share Amendment to the stockholders for approval. The Authorized Share Amendment would replace Section 4.01 of the Charter to read as follows:

“The total number of shares of capital stock that the Corporation shall have authority to issue is Seven Hundred Twenty Million (720,000,000), of which Seven Hundred Million (700,000,000) shall be shares of Common Stock having a par value of $0.10 per share and Twenty Million (20,000,000) shall be shares of Preferred Stock having a par value of $1.00 per share. The aggregate par value of all said shares shall be Ninety Million Dollars ($90,000,000). The Board of Directors shall have the authority to authorize the issuance of Common Stock or Preferred Stock from time to time in such amounts and for such consideration as the Board of Directors shall deem appropriate.”