Zurich / CH. (vag) The shareholder group represented by Veraison is pleased that all proxy advisors support the need for a comprehensive renewal of the Board of Directors of Aryzta AG. At least two of the three shareholder group’s candidates are supported by all proxy advisors. Glass Lewis and Inrate also support the election of Urs Jordi as Chairman of the Board of Directors of Aryzta and oppose the candidate proposed by the current Board.
The shareholder group is convinced that the new chairman must not only have a deep knowledge of the bakery industry, but also a broad network in the industry to put Aryzta back on the right track. Furthermore, he must have sufficient time to address the challenges immediately. Urs Jordi meets all these requirements and is therefore the right candidate to be Chairman of the Board of Aryzta. The alternative candidate, Andreas Schmid, on the other hand, serves on numerous boards and has still not yet communicated from which mandates he would resign and when, to have enough time to focus on Aryzta.
The shareholder group advises all shareholders to vote in advance of the Extraordinary General Meeting on 16 September 2020 (electronically or via the independent proxy). The shareholder group is concerned about the threat of yet another disruptive manoeuvre to influence the outcome of the shareholder vote. In contrast to the published invitation and the information on Aryzta’s website, one proxy advisor prominently points out in their report of August 26 that the EGM will take place without the physical presence of shareholders. Aryzta has so far not commented on this despite further enquiries. We are concerned that shareholders planning to attend the EGM physically may learn too late that they must cast their votes electronically or via the independent proxy.
The shareholder group calls on the Board of Directors of Aryzta to clarify without delay how it intends to conduct the EGM so that all shareholders can exercise their voting rights and enable the necessary strengthening of leadership at Aryzta.
It is also important to note that shareholders who have already voted based on the original EGM invitation (before the nomination of Andreas Schmid), must vote again to ensure that their votes are counted. The current Board of Directors intends to declare all votes invalid which it received prior to 18 August 2020.