DCL General Meeting – Chatfield’s letter to shareholders

Jeff Chatfield has written to DCL shareholders urging them to vote against rival board members “Mr Hall and Mr Quattroto [to] preserve the value of your investment” when the upcoming General Meeting of the company considers the claims of each director as to who should go and who should stay.

In his letter to shareholders he says:


Dear Shareholder,

Your company, DCL operates three businesses: radio 3AK, 3MP and Commcord.

Due to the efforts of our management team comprising Jeff Chatfield and Craig Lovelady,
both radio 3MP and Commcord are profitable.

Due to its programming format, for which Mr Ron Hall was responsible between May 2002
and April 2003 3AK remains unprofitable.

On the 2nd of April 2003, by way of corrective action, the board of DCL resolved
that Mr Hall should step down from programming 3AK due to falling ratings.

This general meeting of shareholders is
about whether shareholders entrust the
management of your company to a group
led by Mr Ron Hall who has been unable
to make 3AK profitable or to the Advent
team which has proven itself and which
is committed to the radio stations being
operated by experienced and proven
management, or if this cannot be
achieved being sold.

Due to Mr Hall’s programming, 3AK has
a small audience, its costs now run well
in excess of its revenue with declining
ratings and the prospects for the station
are diminishing. Unless there is a
change, future trading losses will likely
need to be funded through substantial
debt or further equity raisings. These
will be extremely risky and will inevitably involve a dilution of existing shareholders.

Shareholders should look at the facts:

· During the last year 3MP’s ratings have been better than 3AK’s, our management
took 3MP from being loss making to being profitable.

· 3AK and 3MP shared similar amounts of promotions and marketing, but Mr Hall
was not responsible for 3MP’s programming. The contrasting outcome is clear.

· Our management took sister station 3MP from a loss making radio station to a
profitable one during the same period, 3AK’s losses increased.

· Prior to Mr Hall’s assumption of responsibility for programming 3AK, Mr John
Jost, one of the most experienced broadcasters in Australia managed the
programming, succeeded by Mr Denis Okane, former general manager of 3AW, they
had 3AK rating 300% higher than the current rating achieved by Mr Hall. Mr Hall
was supposed to work in a ‘troika’ team with other executives, this did not last, he
assumed total responsibility and required management to rubber stamp his
initiatives.

We have reviewed our investment, and believe that it will be in the best interests of
shareholders if the radio stations are managed once again by experienced radio operators
and that is what we will strive to achieve .

If for whatever reason this cannot be achieved good business sense means that the radio
stations should be sold.

The key points for this meeting are:

* Mr Hall sought to assume responsibility for programming of 3AK as a
consequence of his investment. The ratings substantially decreased
during his term. Your Company is now receiving the ratings for and
paying the price for Mr Hall’s programming decisions.

* The Company’s programming of 3AK has now consumed the Company’s
financial resources and the Company does not have sufficient capital to
continue with 3AK’s current programming – a change is needed.

* Experienced radio management is required as a matter of urgency – if
this cannot be secured the radio stations should be sold to preserve your
Company’s capital and your interests as a shareholder.

You need to act now :

We believe that actions by shareholders must be taken right now because of the current
rate of destruction of shareholder value. We estimate that due to its programming 3AK is
losing of the order of a quarter of a million dollars each month. Shareholders must act now
to preserve value. The situation is not improving, you need to act now.

The future:

* In summary we believe that it is in the interests of all shareholders to preserve the
value of the businesses by ensuring they are made profitable by once again having them
managed by experienced radio operators.

* If this cannot be achieved, the decision must be made to sell the radio stations and to
provide an immediate return to shareholders. In our opinion this is likely to be of
substantial benefit to shareholders.

Chatfield’s letter then attaches a proxy how to vote form.

A graph (above) in the document shows ratings results for the station.