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Forum activities relating to Farmer Bros. Co. were suspended in 2007, following the second year of new management.

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Shareholder Voting for December 26, 2002 Meeting

(December 7-26, 2002)

The notice copied below appeared at the top of all pages on the Forum web site from December 7, 2002 until after the annual meeting of Farmer Bros. Co. shareholders on December 26, 2002.  Below the notice is a copy of the information presented on a page which is reached by the highlighted link.

 

Link:

Shareholder Voting for December 26, 2002 Meeting

 

NOTE:  Neither the Forum nor anyone associated with its conduct is soliciting proxies or willing to accept proxies if offered.  Based on available information, only the company’s management is soliciting proxies.  Instructions for voting for or against the issues being presented at the meeting, or for changing those votes at any time prior to the meeting, are provided in the company's December 2, 2002 proxy statement.

 

As indicated above, the page reached by the notice's highlighted link presents the following information:

 

Shareholder Voting for December 26, 2002 Meeting

 

The votes of non-management shareholders of Farmer Bros. Co. are important, since they may determine the outcome of matters presented at the December 26, 2002 annual meeting.

 

Management’s reported voting control of 52% of the shares imposes on them a fiduciary duty to act in the interests of minority shareholders.  It should also be noted that most of the shares controlled by management – 42% of the total outstanding – are in trusts and must be voted in accordance with fiduciary duties to the trust beneficiaries.  These votes must be based on the fiduciary’s judgment rather than on management recommendations, particularly when such recommendations are unexplained.  Under these circumstances, it should not be assumed that a significant portion of management-controlled shares will be voted according to management recommendations.  It is also possible that in the event of controversies concerning these fiduciary duties, some or all the votes controlled by management may not be counted or may be counted in proportion to votes cast by independent shareholders.

 

NOTE:  Neither the Forum nor anyone associated with its conduct is soliciting proxies or willing to accept proxies if offered.  Based on available information, only the company’s management is soliciting proxies.  Instructions for voting for or against the issues being presented at the meeting, or for changing those votes at any time prior to the meeting, are provided in the company's December 2, 2002 proxy statement.

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

For additional information or to be included in an email distribution list, send an inquiry to farm@shareholderforum.com.