AMSTERDAM, LONDON and NEW YORK, July 24, 2017 /PRNewswire/ --
Elliott, a private investment firm founded in 1977, and its affiliates ("Elliott"), the largest shareholder of Akzo Nobel N.V. ("Akzo Nobel" or the "Company"), hereby raises questions related to last week's nomination by Akzo Nobel of a new CEO.
Elliott has attempted to have a constructive dialogue with Akzo Nobel in private. However, due to the failure of Akzo Nobel to engage with or respond to Elliott, and having cancelled a recent meeting with Elliott at short notice, Elliott believes the following matters need to be raised publicly.
Firstly, Elliott calls on Akzo Nobel to confirm the date when a general meeting of shareholders ("EGM") will be held to vote on the appointment of the nominated CEO, as required by Akzo Nobel's Articles of Association (32.3*). Elliott also calls on Akzo Nobel to confirm that shareholders will be given the opportunity to add resolutions to the agenda of the next EGM, as required by its Articles of Association (46.4**). Elliott notes that the current status of the nominated CEO is untenable and raises significant legal and reputational risks for the Company. Any attempts by Akzo Nobel to circumvent the requirements of its constitutive documents (e.g., by delaying the vote on the nominated CEO's appointment; by preventing shareholders from adding items to the EGM agenda, etc.) would exacerbate the crisis of confidence between Akzo Nobel and its shareholders, further impairing the Company's relationship with its shareholders, which the Enterprise Chamber explicitly instructed Akzo Nobel to repair.
Secondly, Elliott calls on Akzo Nobel to use tomorrow's earnings announcement to clarify the views of the nominated CEO and the Supervisory Board on the following matters:
- Will the separation of the Specialty Chemicals business proceed as previously
- Will the 2020 targets - which are not considered credible by the market - announced on
19 April be reaffirmed?
- To the extent these targets are reaffirmed, will the Supervisory Board tie the
majority of the management team's compensation to the achievement of those targets and
employ industry standard devices like clawbacks should such targets be missed? Will
shareholders be given a chance to vote on such proposed compensation package at the
- What steps does the nominated CEO propose to take in order to achieve the 2020 targets
and to close the c.EUR 5 billion value gap between Akzo Nobel's current market
capitalisation and PPG's third proposal?
The answers to the above questions will be crucial in allowing shareholders to consider whether they can support the appointment of the nominated CEO at the EGM.
Further information can be accessed at: http://www.ValueCreationatAkzo.com Notes to Editors
*Paragraph 32.3 of Akzo Nobel's Articles of Association: "The members of the Board of Management shall be appointed to and removed from office by the General Meeting of Shareholders."
**Paragraph 46.4 of Akzo Nobel's Articles of Association: "One or more persons entitled to attend shareholders' meetings who alone or jointly represent at least [1%]...may submit proposals for consideration at the General Meeting of Shareholders [NB: includes AGMs and EGMs], provided that such proposals be submitted in writing to the Company's office at least sixty days in advance of the meeting. However, the Board of Management [NB: currently only the CFO] reserves the right, to the extent possible by law, not to place proposals from persons mentioned above in this paragraph on the agenda if it judges them to be evidently not in the interest of the Company."
Elliott Management Corporation was founded in 1977 and has one of the longest track records of any private investment fund manager operating today. Employing a multi-strategy trading approach, the firm manages approximately USD 33 billion in two funds for a range of investors, including pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Management, which is headquartered in New York, has approximately 400 employees worldwide, with offices in the U.S., London, Hong Kong and Tokyo. The firm's principal objective is to generate a return which is as high as is consistent with a goal of minimizing losses during adverse financial market periods.
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