Joint statement by the Non-Executive Chairman and Chief Executive Officer of
Primedia Limited
A year ago the Board of Primedia appointed Mark Barnes and Julian Treger,
representatives of Active Value, as directors of the company, as a
constructive gesture to a significant shareholder. As directors of the
company, Messrs Barnes and Treger have, since then, had full opportunity to
participate in Board meetings (which dealt inter alia with strategy,
business plans and other pertinent matters) and to express their views in
this forum. Instead, they have now elected to launch a public attack,
outside the forum of the Board, making misleading allegations damaging to
the company and its Board.
A meeting of the Board has been convened for the earliest opportunity, with
the intention of considering and dealing with the allegations made by the
Active Value appointees. The Board will also consider the conduct of the
Active Value appointees in the context of their fiduciary duties to the
company. The following is relevant in this regard:
The allegations were first set out in a letter sent to Board members after
the most recent Board meeting on 14 June. Delivery of the letter was timed
to preclude consideration of its contents at the Board meeting.
The Active Value appointees appear to favour publicity over compliance with
the fundamentals of sound corporate governance and their fiduciary duties as
directors of the company in relation to matters which are currently the
subject of Board deliberation.
This statement is not intended to pre-empt any response which the board may
consider appropriate.
19 June 2002
Paul Nkuna William Kirsh
Date: 20/06/2002 09:49:12 AM Produced by the SENS Department
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