[PLM International, Inc. LETTERHEAD] PLM International, Inc. One Market, Steuart Street Tower, Suite 800 San Francisco, CA 94105-1301 May 30, 1997 PLM INTERNATIONAL NOMINEES ENDORSED BY INDEPENDENT ADVISORY FIRM Dear Fellow Stockholder: We are happy to report that Institutional Shareholder Services (ISS), a leading independent advisor to institutional investors on proxy and other shareholder-related matters, has recommended that their clients vote in favor of the Company's nominees for election to the Board of Directors and support the Company's opposition to two of five stockholder proposals (1). IN MAKING ITS RECOMMENDATIONS TO VOTE IN FAVOR OF THE COMPANY'S NOMINEES, ISS QUESTIONS THE DEGREE OF VALUE EITHER NOMINEES PUT FORTH BY GARY ENGLE AND HIS STOCKHOLDER COMMITTEE COULD ADD TO THE BOARD OF DIRECTORS. ISS states that the previous business relationship and commercial conflicts Mr. Jebsen has with the company are "bothersome" and could represent a conflict of interest. ISS states that Mr. Witter lacks relevant industry expertise. Furthermore, ISS observes that apart from auctioning the Company, Engle has not put forth any concrete business plan. BECAUSE OF ITS UNCERTAINTY REGARDING ENGLE'S LONG-RANGE INTENTIONS AND "MANAGEMENT'S STAUNCH PROGRESS IN REPOSITIONING THE COMPANY," ISS SEES NO REASON TO CHANGE THE BOARD OF DIRECTORS OR OPPOSE THE COMPANY'S NOMINEES. On May 23, Engle and his stockholder committee sent you a letter attacking management and listing its "goals" for the Company. We believe you should review inconsistencies between Engle's statements and his actions. YOUR VOTE IS IMPORTANT -- PLEASE VOTE YOUR WHITE PROXY CARD TODAY (1) The consent of ISS to the use of quotations from its report, dated May 27, 1997, prepared by Shirley Westcott has neither been sought nor obtained. MR. ENGLE -- WHERE'S THE BEEF? WHAT ENGLE SAYS IS NOT WHAT ENGLE DOES ENGLE SAYS: "Sell PLM to the highest bidder" -- May 23, 1997 ENGLE DOES: In his original plan communicated to the Company on April 28, 1997, Engle "proposes" to make an offer of $5.00 per share for PLM International common stock in a cash-out merger. CONSISTENT WITH ITS FIDUCIARY DUTIES, THE BOARD OF DIRECTORS REQUESTED COPIES OF FINANCIAL STATEMENTS AND EVIDENCE OF FINANCIAL CAPABILITY FROM ENGLE. In response, Engle submits only a six sentence letter from his bank stating it is "prepared to work" with Engle on such a transaction. After careful review, on May 12, 1997, the Board of Directors announces it will no longer pursue Engle's expression of interest in the Company. Realizing that he can not have the Company at his price (ISS opines Engle's price is inadequate), he now wants to force a sale of a Company that has for the last nine quarters begun to show its growth potential. ENGLE DOES NOT APPEAR TO BE A VALUE BUILDER, LEADING US TO INQUIRE "WHERE'S THE BEEF?" ENGLE SAYS: Give me the list of stockholders so I can make a tender offer for shares of PLM International. ENGLE DOES: The Company has previously provided a list to Engle and is updating the list on a regular basis. PLM International tells Engle that it is willing to provide another list if Engle commences a tender offer in accordance with applicable law. ENGLE DOES NOTHING. ENGLE SAYS: "There are opportunities to dramatically improve PLM's profitability." ENGLE DOES: AS ISS HIGHLIGHTS, ENGLE HAS NOT PUT FORTH ANY CONCRETE BUSINESS PLAN. FURTHER, ENGLE CONCEDED TO ISS HE LACKS FAMILIARITY WITH PLM'S STRATEGIC TRAILER LEASING BUSINESS. Engle had so little faith in the future of American Finance Group he sold to PLM for only $2.0 million. Did something make him change his mind? PLM dramatically cut costs at American Finance Group and refocused its lease origination business generating in excess of $190 million in equipment leases in 1996, AFG's first year of operations under PLM. AFG should earn in excess of $3.5 million in 1997 alone and even more in 1998. EVEN ISS IS INCLINED TO AGREE WITH PLM'S MANAGEMENT THAT ENGLE SOLD AFG TOO LOW, AND NOW THAT IT HAS SOME VALUE ADDED, ENGLE WANTS TO REACQUIRE IT AND POSSIBLY LIQUIDATE IT. ENGLE NEVER SAYS: ***** PLM HAS NINE CONSECUTIVE QUARTERS OF PROFITABILITY! ***** SINCE RESTRUCTURING PLAN COMPLETED IN 1994, COMMON STOCK PRICE HAS INCREASED 132 PERCENT! ANNUALIZED RETURN TO SHAREHOLDER SINCE FOURTH QUARTER 1994 HAS BEEN 62 PERCENT! ***** SINCE 1993, 3.5 MILLION SHARES OF COMMON STOCK REPURCHASED AT BELOW BOOK VALUE FOR $12.4 MILLION. 2.8 MILLION SHARES OF PREFERRED STOCK REDEEMED! ***** LONG TERM RECOURSE DEBT REDUCED 150.8 MILLION SINCE 1991! ***** COMPANY-ADOPTED THREE PRONG STRATEGIC PLAN IN MAY 1996 HAS ALREADY RESULTED IN HIGHER EARNINGS! ***** COMPANY ENGAGES INVESTMENT BANKING FIRM OF JOSEPHTHAL, LYON & ROSS TO ASSIST THE BOARD IN ITS REVIEW OF FINANCIAL AND STRATEGIC ALTERNATIVES! ENGLE CHOOSES NOT TO PRESENT THE ENTIRE PICTURE In support of his goals, Engle has disseminated proxy materials that we believe rely to a large extent on a one-sided view of the Company's historical results of operations going back to 1991. To fairly evaluate management's performance and plans, I thought you would welcome a more complete picture of the challenges and events that influenced our decisions. In 1991 and 1992 we, like all equipment leasing companies, faced a difficult economy that particularly hurt our aircraft, ship and trailer markets. Since then we have been busy with the strenuous process of repositioning PLM International for long term growth by strengthening the Company's financial position. In 1992 we settled litigation that unnecessarily diverted our focus and capital from operations. OVER THE NEXT FIVE YEARS, WE MADE SUBSTANTIAL PROGRESS THROUGH MAJOR REDUCTIONS IN TOTAL DEBT; REFINANCING OUR SENIOR DEBT ON MORE FLEXIBLE, LESS EXPENSIVE TERMS; ELIMINATION OF THE EMPLOYEE STOCK OWNERSHIP PLAN AND PREFERRED STOCK DIVIDEND; AND TERMINATION OF SYNDICATION ACTIVITIES. During this period our earnings fluctuated greatly due in large part to the decision to sell the Company's portfolio of under performing transportation equipment. While these improvements were achieved at a cost to the Company, namely a smaller asset base and reduced operating lease revenue, they allowed us to embark on our new strategy to grow the Company. THIS NEW STRATEGY, AS REFLECTED IN THE IMPORTANT ACCOMPLISHMENTS ABOVE, IS WELL ON ITS WAY. In addition, the Company is continuing its efforts to build further stockholder value. We have engaged investment banking firm of Josephthal, Lyon & Ross to assist the Board of Directors in its review of financial and strategic alternatives. We have rebuilt PLM International into a financially sound, growth company. The process has been difficult and at times frustrating. Indeed, ISS observes that most of our former competing syndicators, unable to make the transition from fund managers to equipment leasing companies, have gone into Chapter 11. DO NOT LET ENGLE AND OTHER OPPORTUNISTS TAKE ADVANTAGE OF YOU. OUR FUTURE IS BRIGHT. HOPEFULLY, WE WILL SHARE IT TOGETHER. WE STRONGLY URGE YOU AGAIN TO SIGN, DATE AND MAIL THE WHITE PROXY CARD SUPPORTING OUR SLATE OF DIRECTORS AND REJECTING THE PROPOSALS OF MR. ENGLE AND HIS STOCKHOLDER COMMITTEE. DISREGARD ANY GREEN PROXY CARD YOU MAY RECEIVE. If you have further questions, please call: [logo] MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY 10010 CALL TOLL FREE (800) 322-2885 FAX: (212) 929-0308 SUPPORT YOUR BOARD VOTE PLM'S WHITE PROXY CARD TODAY! Sincerely, /S/ ROBERT N. TIDBALL - -------------------------- Robert N. Tidball President and Chief Executive Officer