Aryzta AG: Announcement regarding 2020 EGM

Zurich / CH. (aag) Swiss-Irish Aryzta AG has, as indicated in its Invitation document published on 20 July 2020, on 18 August 2020 published the revised Invitation and Agenda for its 2020 Extraordinary General Meeting (EGM) to be held on 16 September 2020 in Dübendorf, Switzerland. Following further engagement with Veraison and Cobas (the Shareholder Group), which failed to reach any agreement on the Shareholder Group’s proposals, the Board of Directors resolved to submit additional proposals to the EGM.

The Board proposes the election of Andreas G. Schmid as member and Chair of the Board of Directors. Andreas G. Schmid has established an impressive track record of delivering against turnaround situations, proven public company and chairmanship experience, and is one of Switzerland’s most distinguished business leaders. Current circumstances necessitate a proven business leader with extensive expertise of Board leadership, within complex, multi-national, publicly-listed companies of scale. The Board believes Schmid’s highly effective Board leadership is in the best interests of Aryzta and all its stakeholders.

In addition, the Board proposes the election of Jim Leighton, Tim Lodge and Andreas G. Schmid as members of the Remuneration Committee following the resignations of Gary McGann, Dan Flinter and Rolf Watter from the Board of Directors and the Remuneration Committee.

The Board would support two of the Shareholder Group’s candidates provided they have suitable qualifications and experience and observe a nominations process, which is fully consistent with internationally recognised standards and good governance practice. The nominations process is rooted in a desire to appoint Board members who will provide the most independent and effective leadership for Aryzta. To date, the Shareholder Group has refused to submit any of its candidates for evaluation through either an established or modified nominations process. Therefore, the Board cannot support any of the candidates proposed by the Shareholder Group.

The Board rejects the proposal to remove Kevin Toland as a member of the Board. Any diminution of his leadership, role or authority, increases business risk, and is not considered to be in the best interests of Aryzta. His leadership is integral to the business as it continues to manage through the Covid-19 crisis and provides effective executive representation at Board level.

The Board also rejects the proposal to remove Annette Flynn as a member of the Board. The importance of her role as Chair of the Audit Committee has increased given the resignation of Frederic Pflanz as CFO (effective end of calendar year 2020), the recent election of new auditors at last year’s AGM and the challenging circumstances arising from Covid-19.
 

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Addendum: Aryzta AG entirely rejects any claim of misleading statements in its EGM invitation

Zurich / CH. (08.19. / aag) Swiss-Irish Aryzta AG notes the Shareholder Group’s statement of 19 August, 2020 and entirely rejects any claim of misleading statements in its EGM invitation. As a publicly traded and regulated company, Aryzta AG has a duty not to mislead. This guides all of our communication. In our most recent letter to shareholders (18/08/2020), we specifically made the point that Aryzta’s communication with the Shareholder Group has, at all times, been within established regulatory parameters. We believe the Shareholder Group’s most recent statements (19/08/2020 – bakenet.eu is still looking for it) should be viewed in that context and set against the different regulatory standards which apply.

As set out in our release of 18 August, the spirit of our engagement with the Shareholder Group (together with a desire to reach a constructive solution) is reflected by our support for two of the Shareholder Group’s candidates provided they observe a nominations process. This is, again, fully consistent with internationally recognised standards and good governance practice. This process has been observed by each new independent Director appointed since 2017 and by Andreas G. Schmid as proposed Chair. The nominations process is rooted in a desire to appoint Board members who will provide the most independent and effective leadership for Aryzta. We have conveyed this offer to the Shareholder Group affording the opportunity to modify this process. We have also formed an adhoc nominations committee solely composed of those Directors who are not the subject of any Shareholder Group proposals. To date, the Shareholder Group has not agreed to submit any of its candidates for evaluation through either Aryzta’s established or an appropriately modified nominations process. Absent such process, the Board is not in a position to support any of the candidates proposed by the Shareholder Group.