Group Press Releases
EGM to Vote on Groupe Bolloré Nominees for a Third Time
07 March 2007
Identical proposals rejected by shareholders twice in past nine months
Aegis Group plc (“Aegis”) announces that it has written to shareholders today giving notice of an extraordinary general meeting (“EGM”), to be held on 4 April 2007. At the meeting, shareholders will vote on resolutions from Groupe Bolloré proposing two nominees to the Aegis Board.
These resolutions are identical to those put forward by Groupe Bolloré on two previous occasions since June 2006. Each time, both resolutions were overwhelmingly rejected, with 94% of non-Groupe Bolloré shareholders voting against, in line with the Aegis Board’s recommendation.
|
FOR |
AGAINST | |
|
As % of non-Groupe Bolloré votes cast | ||
|
Results of the AGM – 14 June 2006 | ||
|
To appoint as a director Philippe Germond |
5.9% |
94.1% |
|
To appoint as a director Roger Hatchuel |
5.9% |
94.1% |
|
Results of the EGM – 22 November 2006 | ||
|
To appoint as a director Philippe Germond |
5.8% |
94.2% |
|
To appoint as a director Roger Hatchuel |
5.8% |
94.2% |
Ahead of the second vote in November 2006, Aegis received unusually public statements of support from 11 leading institutional shareholders, accounting for 23% of Aegis shares, including Fidelity International, Standard Life Investments, Henderson Global Investors, Hermes and Aberdeen Asset Management.
The unanimous recommendation of the Aegis Board is that shareholders should vote against Groupe Bolloré’s resolutions once again, for two key reasons:
- Any nominee put forward by Groupe Bolloré has an overriding conflict of interest that makes them inappropriate to act as a director of Aegis.
- The Aegis Board is strongly opposed to directors who may favour one particular shareholder group over and above the interests of shareholders as a whole.
This recommendation represents a fundamental corporate governance principle. It is underlined by the recent appointment, in January 2007, of Vincent Bolloré as chairman of MPG France, the largest competitor to Aegis Media in that market, in addition to his chairmanship of Havas, where Groupe Bolloré owns 25.3%.
Colin Sharman, Chairman of Aegis, commented today:
“We are disappointed that one shareholder continues to disregard the consistent view of the overwhelming majority of other shareholders. These same shareholders have indicated that they see no merit in Groupe Bolloré’s request for boardroom representation, recognising the inherent conflict of interest and the principle of corporate governance at stake. As such, we regret that Groupe Bolloré is once again prepared to waste not only Aegis’ but other shareholders’ time and money.”
Note to editors:
The EGM will be held at 11.30am on Wednesday 4 April 2007 at The Tower Room, London Underwriting Centre, 3 Minster Court, Mincing Lane, London EC3R 7DD.
For further information contact:
Charlotte Elston
Aegis Group plc
+44 (0) 20 7070 7700
Tim Spratt / Charles Palmer
Financial Dynamics
+44 (0) 20 7831 3113
Matthias Leridon
Tilder
+33 (0) 1 44 14 99 99
