MRV Sends Letter to Stockholders

September 16th, 2009

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, 2009 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 Corporation, 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% 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
Chief Executive Officer

/s/Shlomo Margalit
Chairman Of The Board

About MRV Communications, Inc.

MRV Communications, Inc. is a leading 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. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

Additional Information and Where to Find It

This press release may be deemed to be solicitation material in respect of the matters to be considered at the 2009 annual meeting of stockholders. MRV will be filing a proxy statement with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and securityholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s web site, www.sec.gov, at MRV’s website at http://sec.mrv.com, or from MRV Investor Relations at 20415 Nordhoff Street, Chatsworth, California 91311.

Investor Relations
MRV Communications, Inc.
(818) 886-MRVC (6782)
ir@mrv.com

The Blueshirt Group for MRV
Maria Riley
(415) 217-2631
maria@blueshirtgroup.com