MRV Sends Letter to Stockholders

MRV COMMUNICATIONS, INC. reported that on September 16, the company sent the following letter to stockholders.

September 16, 2009

Dear Fellow Stockholder:

MRV has faced a number of challenges recently, some of which limited our ability to communicate with you, but we believe that we are on the right path and poised to put our recent issues behind us. We are writing today to provide you with an update on some of the most recent developments at the Company.

On August 31, we announced that the staff of the Securities and Exchange Commission (SEC) completed its investigation of MRV's historical stock option grants and practices and does not intend to recommend any enforcement action. We are pleased with the outcome of this matter.

We are working hard to finalize the restatement of our financial results and plan to hold our Annual Meeting in November. Once the restatement is complete, we look forward to sharing with you our historical results and our plans to create future stockholder value.

MRV is committed to strong corporate governance and, as part of our long-term plan we are strengthening our Board of Directors. As we previously communicated, we have already implemented recommendations of the Board's Special Committee, including appointing two co-Presidents to strengthen upper management, and the hiring of a General Counsel and internal auditor to improve legal and regulatory compliance. We are also conducting a thorough search for qualified Board members who can make a positive contribution to MRV. The Company recently appointed Michael E. Keane, Senior Vice President and Chief Financial Officer of Clipper Windpower, Inc. to the Board, and will be adding additional qualified Directors. Michael, who has more than 30 years of experience in accounting, finance and corporate governance, was previously the Chief Financial Officer of Computer Sciences Corp., a $16.5 billion company, and of Unova, Inc.

MRV has a rich 20-year history of unique innovation and excellence in engineering. We leverage our top notch engineering resources to create products, solutions, services and value for our customers, including both large and emerging telecommunications carriers, enterprise customers, utilities and state and local governments. Our innovative products also make a contribution to our national security. As we continue to navigate through one of the most economically challenging periods in recent history, each of MRV's three business segments - Optical Components, Network Equipment and Network Integration - has a distinctive position in its respective markets and continues to make real progress, even in these turbulent times.

As you may know, a group of dissident stockholders comprised of Spencer Capital Opportunity Fund, LP, Boston Avenue Capital, LLC, and thirteen other entities and individuals affiliated with Spencer Capital or Boston Avenue Capital (collectively "the dissidents), has recently indicated its intention to wage a costly and disruptive proxy contest to replace your Company's entire Board of Directors and management team. The dissidents collectively own approximately 1.2 percent of the Company's outstanding shares, which they only began acquiring in July of this year.

We are always interested in the views of our stockholders and, in fact, we tried to reach out to this group on a number of occasions to better understand their objectives and share our plans with them as to MRV's future. To date, they have refused to engage in a dialogue with us about their ideas or objectives and have refused our invitation to consider some of their candidates in our director search. What we believe to be true about the dissident group is that they are trying to gain control of MRV without offering stockholders any premium for their investment.

The dissident group may send you materials asking for your vote at the Company's upcoming Annual Meeting. We urge you not to take any action at this time until you receive proxy materials from the Company as well. If you have any questions, please contact Georgeson Inc., who is assisting us in connection with this year's Annual Meeting, at 866-729-6803.

MRV's Board has been and remains committed to acting in the best interest of all of the Company's stockholders. We appreciate your support and continued interest in MRV.

On Behalf of Your Board of Directors

Sincerely,

/s/ Noam Lotan

Noam Lotan

Chief Executive Officer

/s/ Shlomo Margalit

Shlomo Margalit

Chairman of the Board

MRV Communications, Inc. is a networking company with a full line of packet-optical transport (POTS), carrier Ethernet, 40G and out-of-band networking equipment, services and optical components for high-speed carrier and enterprise networks and specialized aerospace, defense and other communications networks. MRV's networking business provides equipment for commercial customers, governments and telecommunications service providers. MRV markets and sells its products worldwide, with operations in Europe that provide network system design, integration and distribution. The Company's optical components business which provides optical communications components for access and fiber-to-the-premises applications operates under the Source Photonics brand.

Information:

www.mrv.com

www.sourcephotonics.com

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