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Demand for Information about Company's Real Estate Assets (December 9, 2005) Copied below is the text of a December 9, 2005 letter demanding that Farmer Bros. provide shareholders with information about the company's real estate holdings. The company is asked to publicly report the required information so that it will be made available simultaneously to all investors. In relation to any information that is not reported publicly, however, the letter demands that the company produce the relevant records to the shareholder Delegate as required by applicable provisions of the California Corporations Code and the Delaware General Corporation Law. (Since the company reincorporated in Delaware and maintains its executive offices in California, it is subject to the requirements of both states' laws for the provision of information to shareholders.) The letter notes that its demand for information supersedes a similar but less detailed requirement of real estate information included as one of the items in an April 5, 2004 demand, with which the company had not yet complied. In a December 13-20, 2005 exchange of letters, management insisted that the Delegate comply with a provision of the Delaware statute requiring a notarized signature for presentation of the demand, to which the Delegate responded with a notarized signature and reminders (a) that the same Delaware statute requires the company's production of the demanded records within five days and (b) that the equally applicable provisions of the California law did not require a notarized signature of the original demand. An attorney representing management then presented a form of "Confidentiality Agreement" which would have prevented a shareholder's use of the information being sought for investment decisions, to which the Delegate responded in a January 13, 2006 letter referring the attorney to an example of "conventionally established" confidentiality arrangements for records demands in another Forum program. In subsequent January 26 - February 8, 2006 letters, the attorney offered revisions of his confidentiality form and reported management's willingness to prepare summaries of information, to which the Delegate responded by accepting the invitation to suggest summaries and by presenting issues to be addressed in further revisions of the confidentiality form.
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