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Chairman of Esprit Telecom Explains Purpose of Extraordinary General Meeting.


LONDON/WASHINGTON--(BUSINESS WIRE)--Oct. 19, 1998--Walt Anderson, Chairman and agent for the largest shareholder in Esprit Telecom Group, plc (Nasdaq: ESPRY; Easdaq: ESPR), one of Europe's leading independent telecommunications companies, today corrected certain information released by several members of Company management on October 14, 1998 regarding an Extraordinary General Meeting ("EGM EGM - Electronic Gaming Machine
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") requested by Mr. Anderson.

Mr. Anderson and Gold & Appel Transfer, S.A., for whom Mr. Anderson is attorney in fact, called the EGM based on the discovery of .0sconduct by David Oertle, the Chief Executive Officer of Esprit, and two other directors, John McMonigall and Dominic Shorthouse. The misconduct involved the unauthorized actions in the name of the Company, purportedly through a committee of the Board (the "Remuneration Committee"), in order to breach a binding contract entered into between the Company and Walt Anderson concerning his services as Chairman of the Board. These three directors took unauthorized actions relating to the future of the Company that they failed to disclose to the full Board of Directors for a period of seven months.

The release of October 14 wrongly states that these actions were reviewed and approved by the Company's outside counsel, Rowe & Maw. The Company did receive a report from counsel who incorrectly permitted an internal investigation to be directed by those accused of wrongdoing. Nevertheless, the counsel report, which all members of the Board had agreed to keep confidential before management misquoted it in the release of October 14, concluded that the directors involved had acted improperly in significant respects. Specifically, counsel concluded that the actions of the three directors in hiring a search firm to find a replacement for Mr. Anderson as Chairman "was not within the authority of the Remuneration Committee," and under the circumstances the payments directed by those individuals "was or will be an improper use of the Company's funds, for which those directors who approved such payments would be personally liable for a breach of their fiduciary duty" unless ratified by the full Board of Directors. In addition, the report found that the same directors had purported to take other actions that they had no authority to take regarding their own compensation and compensation of other non-executive directors. None of these issues was presented to the full Board.

Mr. Anderson brought these matters to the attention of the full Board and introduced a properly noticed resolution at the meeting of the Board of Directors on October 5, 1998, to remove from the Board for cause the members of the Remuneration Committee who took the unauthorized actions. Being the only people present, the three members of the Board subject to the motion to remove for cause then resolved without notice to remove Mr. Anderson as Chairman and purported to do so.

Mr. Anderson objected that there was no notice or other compliance with the law or the requirements of the Company for such an action, that the vote was and is invalid and he remains the Chairman of Esprit. He thereafter requested the EGM so that these matters could properly be settled by the shareholders who will decide whether to permit Mr. Anderson to continue as Chairman of the Company pursuant to his contract with the Company.

Apax Funds Nominees Limited ("Apax"), represented on the Board by Mr. McMonigall, and Warburg, Pincus Ventures L.P., represented on the Board by Mr. Shorthouse, responded with a resolution to remove Mr. Anderson as a member of the Board.

Esprit is a leading telecommunications company, founded by Mr. Anderson, headquartered in Reading, England. It has 700 employees, operations throughout Europe, and shares traded on NASDAQ and EASDAQ.

For further information, please call Donna Kurcina-Dowe Office of the Chairman at (202) 467-1750.
COPYRIGHT 1998 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1998, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 20, 1998
Words:615
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