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ALEX MASHINSKY | ROBERT A. MARMON |
THE ARBINET ANNUAL MEETING OF STOCKHOLDERS
DEMAND STOCKHOLDER REPRESENTATION ON THE
June 1, 2006
Dear Fellow Stockholder:
The Arbinet annual meeting of stockholders is less than two weeks away and we are writing to urge all of our fellow stockholders to demand stockholder representation on the Board of our company. During the course of our solicitation, we have had the opportunity to meet with and speak to many of our fellow stockholders, and we are heartened by the expressions of support we have received. Now as we approach our annual meeting, which is scheduled to be held on June 15, 2006, we need your support to give a voice to shareholder concerns on the Arbinet Board.No matter how many shares you may own, please take a moment now to vote FOR your fellow stockholders, Alex Mashinsky and Robert A. Marmon, by voting the enclosed GREEN proxy card.
WE BELIEVE THAT STOCKHOLDER REPRESENTATION
As the owners of over 6% of Arbinet’s outstanding common shares, we have become convinced that the Board’s interests are not aligned with that of its stockholders. While it is true that Curt Hockemeier and Anthony Craig were able to buy 1.7% of Arbinet’s outstanding stock for $0.16 per share in a transaction that diluted the interests of all Arbinet stockholders, the rest of us paid significantly more when we invested in Arbinet. Like many of you, we are baffled that the levels of executive compensation have skyrocketed as the value of our investment has plummeted.
This inverse relationship of stock performance to executive compensation is one of the factors that prompted us to launch our solicitation for two Board seats on the seven-member Arbinet Board. Clearly we are not seeking control of the company, or even an overwhelming presence on the Board; we are asking for representation based on the size of our investment in Arbinet. It is clear that we would not be able to cause Arbinet to take any action without the concurrence of at least two of the other directors.
We had hoped that Arbinet would have welcomed the input of company stockholders, especially the insight and advice that could be offered by the company’s founder, Alex Mashinsky. Instead, the Board has chosen to aggressively fight to keep the company’s owners out of the boardroom and we were forced to launch our solicitation to fight for the interests of all stockholders.
VOTE THE ENCLOSEDGREEN PROXY CARD TO BRING VISION
Our campaign to elect two directors to the Board is driven by one core belief — we believe that our investment in Arbinet can still flourish, but only with the addition of directors who can constructively advise the Board and challenge management when appropriate on the future direction of our company. As members of the Board, Alex Mashinsky and Robert A. Marmon would attempt to work with the existing Board on reviving both our company and the value of our investment.
In the coming weeks we look forward to meeting with more of our fellow stockholders and explaining our conviction that Arbinet has much to offer to its customers, employees and investors. We hope that you will support our efforts to revitalize Arbinet by signing, dating and returning the enclosedGREENproxy card today.
Please Mark, Sign and Return The Enclosed GREEN Proxy Card Today!
If you want to vote for Mashinsky and Marmon,
Donot sign any White Card!
If you have already signed a White Card, you mustresend the enclosed GREEN Card.
This Management and Board Need to Be Sent a Clear Message of
“NO CONFIDENCE”
By You — Arbinet’s Owners
If you have any questions, or need assistance in voting yourGREENproxy card, please call our proxy solicitor, MacKenzie Partners, Inc., Toll-Free at 800-322-2885
Alex Mashinsky | Robert A. Marmon |