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Forum for Shareholders of Computer
Associates International, Inc.
Conditions of Participation
An independent “Forum” for shareholders of Computer Associates
International, Inc. (“CA” or the “Company”) has been initiated to provide
its “Participants” with the effective access to information and exchange of
views needed to support responsible investor oversight. Transition
Investments, Inc. (the “Manager”) will provide the services of its
president, Gary Lutin, to conduct the Forum’s activities according to the
conditions stated below.
Forum Participants
1.
Participation: The Forum will be open, free of charge, to all
Company shareholders, whether institutional or individual, and to anyone
with fiduciary or professional responsibilities relating to shareholder
decisions (including Company directors and officers, advisers to investors
or Company management, regulatory officials, journalists, educators, etc.).
As stated in this section, each such “Participant” is expected to make
independent use of information obtained through the Forum and may choose to
express views either anonymously or for attribution, subject to the
privacy rights of other Participants.
2.
Forum Activities: Forum activities may involve a variety of
communication processes, ranging from publicly distributed reports to
private discussions between the Manager and individual Participants, if and
as appropriate to (a) define issues relevant to shareholder interests, (b)
obtain and provide to Participants the information needed for their
independent investor decisions, (c) assure management awareness of
shareholder views, (d) monitor management’s conduct of the Company’s affairs
in the interests of shareholders, (e) identify resources or services
applicable to shareholder interests, and (f) support any shareholder
interests in litigation. Information of general Forum interest will be
distributed to all Participants who provide an email address for that
purpose, subject to the Forum privacy commitment.
More specialized subjects may be addressed in separate “workshops” or
similar processes, so that Participants can be selective in their attentions
to activities and issues.
3.
Independence of Participant: Each Participant is expected to
act independently. Participation in the Forum, including any of its
components or functions, is not intended either (a) to be or to encourage an
agreement among Participants to act in concert, or (b) to restrict in any
way the freedom of Participants to enter into independent agreements for any
purposes they may wish. Any such independent agreements of Participants,
including separate agreements between Participants, will be considered
unrelated to the Forum. It should of course be understood that no
Participant may act for or on behalf of the Forum or its Manager, or
represent that it is doing so.
4.
Privacy: The communications of a
Participant with the Manager or others involved in the Forum will be
considered private and anonymous, and the Manager will not disclose a
Participant's identity or views without the Participant's specific consent.
Participation in the Forum is subject to the Participant’s agreement to
respect the privacy rights of other Participants, including under
circumstances in which the Participant may learn the identity or views of
another Participant as a result of involvement in the Forum.
5.
Manager Not Representing Participants: It should be
understood that the Manager (including for these purposes any employee or
agent of the Manager) will have no responsibility or authority to represent
or act on behalf of any Participant unless an exception is specifically
agreed to in writing by both Participant and the Manager, and that neither
the Manager nor any Participant will otherwise be responsible for any acts
or conduct of the other. Specifically, the Manager will neither solicit nor
accept proxies.
6.
Responsibility for Costs: Participants will have no
responsibility for any costs or other liabilities of the Forum or of the
Manager, and similarly the Forum and the Manager will have no responsibility
for any costs or other liabilities of a Participant. However, if costs
incurred by a Participant for purposes consistent with shareholder interests
addressed by the Forum are approved by the Manager as “Contributions,” those
Participant costs will be reimbursable from funds which may become available
for Forum costs according to the provisions of paragraphs
9 and
10.
Costs and Reimbursements
7.
Forum Expenses: The Company will be asked to assume
responsibility for all costs of the Forum’s organization and conduct,
although it should be understood that the Company’s management may not agree
to do so. The Manager will therefore bear the risk of obtaining funding for
all Forum costs, including the Manager’s own fees and any expenses incurred
by the Manager for advisors and administrative requirements.
8.
Sponsorship Support: The Manager may accept financial support
of the Forum from Participants or others with interests in the Forum’s
purposes, subject to conventional publishing and academic standards of
sponsorship respecting independent integrity. Any such sponsorship payments
from shareholder Participants may be considered approved “Contributions” for
purposes of reimbursement as provided below in paragraphs
9 and
10. The identities of Forum sponsors will be provided to
Participants upon request.
9.
Approved Contributions:
Any costs incurred by a Participant, whether independently or in support of
the Forum, may be considered reimbursable “Contributions” if the Manager
determines that they are reasonable and for purposes relating to shareholder
interests addressed by the Forum. Although Contribution status may be
considered after costs are incurred under exceptional circumstances, a
Participant should seek written Manager approval of costs prior to making
commitments.
10.
Reimbursement of
Participant Contributions: Participants will be reimbursed for
Contributions if and as allocations of funds become available from the
Company, or from a not-for-profit organization assuming responsibility for
the independent management of this and similar shareholder Forum programs.
After paying or reimbursing the direct expenses reasonably incurred by the
Manager in the organization and conduct of the Forum, the remaining balance
of all such funds will be divided equally, in proportion to the amounts
accrued, for application to (a) the reimbursement of each Participant
Contribution and (b) the unpaid balance of the Manager’s fees. Rights to
reimbursement will survive the completion or termination of the Forum.
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January 17, 2005
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