IN PRINT: DCC letter to Irish Association of Investment Managers

Mr Frank ODwyer Chief Executive

Mr Frank ODwyer Chief Executive

Irish Association of Investment Managers

35 Fitzwilliam Place

Dublin 2

READ MORE

Dear Frank

I attach two Stock Exchange announcements issued by DCC plc on Friday last in connection with the Irish Supreme Court judgment delivered on Friday allowing the appeal against the decision of the Irish High Court relating to the sale of shares in Fyffes plc by the DCC Group in February 2000.

You will note that the second statement records the Board's full confidence in and unanimous support for Jim Flavin as Executive Chairman of DCC. It may be helpful to you to have a summary of the reasons for the Board's position.

Three independent non-executive directors, Michael Buckley, Maurice Keane and Bernard Somers, consulted earlier this year with major shareholders in DCC and with the Irish Association of Investment Managers in relation to the planned appointment of Jim Flavin as Executive Chairman, which the Board unanimously believed was in the best interests of shareholders.

His appointment to that position, with effect from 1 July 2007, was given widespread shareholder support as evidenced by the fact that Mr Flavin received a 99.8% vote in favour of his re-election as Executive Chairman at the Annual General Meeting on 20 July 2007.

At its meeting on Friday last the Board of DCC carefully considered, in Mr Flavin's absence, whether the decision of the Supreme Court had any implications for Mr Flavin's position. In reaching its conclusion, the Board was cognisant of the fact that the Supreme Court decision to overturn the High Court's judgment did not imply that Mr Flavin had used price sensitive information in the share sales. I

its judgment the Supreme Court quoted what the High Court judgment said on this matter and I set out below an extract from the quote (I have added some underlining for emphasis):

"In my view, in this case, the evidence is not open to the interpretation that Mr Flavin used the information contained in the November and December Trading Reports which is alleged to have been confidential and price-sensitive, the negative information in relation to Fyffes' trading and earnings performance in the first quarter of financial year 2000, so as to enable the DCC Group to exit from Fyffes in manner which would avoid any share price impact which would ensue from the disclosure of that information. In my view, on the evidence, it is clear that what motivated Mr Flavin in his involvement in the Share Sales and what motivated the almost total exit of the DCC Group from Fyffes in February, 2000 was the opportunity to make a substantial profit because of the increase of the share price on the back of wof.com. The plaintiff has not established any evidential nexus between the profit which the Share Sales generated for the DCC Group and the use by Mr Flavin, or the use by any of the boards of the corporate defendants, of the confidential information contained in the November and December Trading Reports. On any view of the evidence, that information simply had no bearing on the Share Sales."

No appeal was made against the strong findings of the High Court on this matter and the Supreme Court judgment did not interfere with them. The findings of the High Court on this matter stand.

The Supreme Court judgment also stated that "The High Court concluded that Fyffes had failed to establish a breach of fiduciary duty on the part of Mr Flavin ..."

The Board remains strongly of the view that the continuation of Mr Flavin as Executive Chairman is in shareholders' best interests for the reasons recently discussed with major shareholders and with the Irish Association of Investment Managers.

Kind regards

Yours sincerely

Gerard Whyte,

Group Secretary,

DCC plc