In that way shareholders will have a real choice between the Going Private Transaction and our proposal.

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Having reviewed the Going Private Transaction, we believe that it is not in the best interests of Dell shareholders and substantially undervalues the company.

FORBES: Dell Investor Revolt With Icahn May Push Buyout Price Higher, Other Bidders Scarce

We hope that this Board will agree to adopt our proposal by publicly announcing that the Board is committed to implement our proposal if the Going Private Transaction is voted down by Dell shareholders.

FORBES: Dell Investor Revolt With Icahn May Push Buyout Price Higher, Other Bidders Scarce

The Going Private Transaction is a related party transaction with the largest shareholder of the company and advantaging existing management as well, and as such it will be subject to intense judicial review and potential challenges by shareholders and strike suitors.

FORBES: Dell Investor Revolt With Icahn May Push Buyout Price Higher, Other Bidders Scarce

If you fail to agree promptly to combine the vote on the Going Private Transaction with the vote on the annual meeting, we anticipate years of litigation will follow challenging the transaction and the actions of those directors that participated in it.

FORBES: Dell Investor Revolt With Icahn May Push Buyout Price Higher, Other Bidders Scarce

However, if this Board will not promise to implement our proposal in the event that the Dell shareholders vote down the Going Private Transaction, then we request that the Board announce that it will combine the vote on the Going Private Transaction with an annual meeting to elect a new board of directors.

FORBES: Dell Investor Revolt With Icahn May Push Buyout Price Higher, Other Bidders Scarce

The Reporting Persons intend to have discussions with management of the Issuer regarding the business and strategic alternatives to enhance shareholder value, such as a recapitalization or a going-private transaction.

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