Roy Disney’s Latest Letter to Shareholders

In their tireless efforts to rally Walt Disney Co. shareholder support for their "Save Disney" crusade, former Mouse House chairman Roy Disney and Shamrock Holdings partner Stanley Gold have penned another letter urging a the replacement of Disney Chairman and CEO Michael Eisner and Board members John Bryson, Judith Estrin and George Mitchell.

The communication went out following a conference call in which Eisner and other Disney Board members and execs defended their management of the company to shareholders. With the company’s annual meeting set to take place in Philadelphia on March 3, shareholders are getting hit hard from both sides and should have plenty to chew on as they prepare to cast their ballots.

The following is a reprint of the letter issued yesterday to Walt Disney Co. shareholders by Disney and Gold:

Dear Fellow Disney Shareholder:

We are extremely encouraged by the strong and growing support among institutional and retail shareholders for our efforts to cause the Disney Board to replace Michael Eisner as Chairman and CEO. We urge you to vote today and send a strong message that it is time for a change in the senior management of The Walt Disney Company.

Today we are appealing directly to the nearly two million shareholders who own Disney shares through brokerage firms all across America and around the world.

FACT: If you FAIL to take affirmative steps to vote by mail, telephone or internet, ALL of your Disney shares will automatically be voted “FOR” Michael Eisner and ALL the other management nominees.

FACT: Last year more than 400 million shares (approximately 20% of all Disney outstanding shares) were voted by brokerage firms instead of by the actual Disney investors.

FACT: Management has given you two weeks less time to vote your shares this year than last year. We have heard many reports of Disney shareholders receiving their proxies just this past week–or not having received them at all. Ask yourself if management mailed your proxy late and by standard mail (formerly called third class bulk mail) to save money–which they did–or because they knew the brokerage system would automatically give them your vote if you failed to vote.

FACT: We have asked both the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE) to prohibit these broker votes (which are called “broker non-votes”) in light of our active campaign seeking your withhold vote against Michael Eisner, John Bryson, Judith Estrin and George Mitchell. We are worried they will continue under their rules to permit brokerage firms to vote for all Disney management nominees if you do nothing to vote beforethe Disney Annual Meeting.

FACT: Your Board has the ability to exclude these so-called “broker non-votes” from the final tally on Messrs. Eisner, Bryson and Mitchell and Ms. Estrin. Do you think that the Disney Board will do so?

Is Michael Eisner hoping that you will not vote at all? Think about it–YOU BET HE IS! Disney shares held by you through a brokerage firm will be counted as a vote for each of Eisner, Bryson, Estrin and Mitchell and all other management nominees if you do not vote.

DO NOT GIVE UP YOUR RIGHT TO VOICE YOUR OPINION.

VOTE YOUR PROXY TODAY!

We believe only the vote of actual Disney investors should be counted–not routine votes by brokerage firms that are merely acting as custodians to hold your Disney shares. We are seeking what we believe could be an unprecedented “NO” vote in this election. That vote, and the message it entails, should not be diminished by hundreds of millions of artificial votes represented by these broker votes–or more accurately “non-votes”. Don’t let Michael Eisner and the Board stuff the ballot box with these broker non-votes. We believe the voices of Disney’s real owners should be heard loud and clear and not distorted through the expediency of broker non-votes.

DO NOT BE A BROKER NON-VOTE!

VOTE BY TELEPHONE, INTERNET OR MAIL NOW

TIME IS RUNNING OUT. Whether you support us or the current Board, we urge you to vote. Only by casting your vote can the views of actual Disney shareholders be heard. Because the Disney Annual Meeting is just a few days away, we encourage you to use telephone and internet voting.

If you have previously voted and have changed your mind, you have the right to change your vote simply by voting again before the Disney Annual Meeting.

For assistance in voting, please call our proxy advisors MacKenzie Partners, Inc. Toll-Free at (800) 322-2885 or at (212) 929-5500 or send an email to [email protected] They will be pleased to answer your questions. You may also visit www.savedisney.com for specific voting instructions.

Send a message that you want change. Your VOTE, no matter how many Disney shares you own, matters.

We appreciate your help in bringing back the magic to The Walt Disney Company.

Sincerely,

Roy E. Disney

Stanley P. Gold

P.S. Important reminder to Disney 401(k) Plan participants. The Trustee of your Plan has set an early cut-off date for receiving your vote. The deadline is this Friday, February 27, unless we are successful in getting you more time to vote. But you can’t count on an extension. If you are a Disney employee or retiree (or former employee) holding Disney shares in the Disney 401(k) Plans–you must vote before Friday if you want your vote to count. The Trustee of your 401(k) Plan has confirmed that your vote will be kept strictly confidential and not disclosed to Michael Eisner, The Walt Disney Company or to us.

ALL DISNEY SHAREHOLDERS ARE URGED TO VOTE PROMPTLY!

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