Aegis asks shareholders to vote against Bollore request

by Jacquie Bowser Brand Republic 23-Apr-08, 09:00

LONDON - The Aegis board of directors has written to the group's shareholders, recommending that they oppose Havas chairman Vincent Bollore's fifth request to place two representatives on the board.

In a notice to shareholders, the Aegis board wrote that they unanimously recommend that shareholders vote at the annual general meeting on May 23 against Group Bollore's request to appoint Philippe Germond and Roger Hatchuel as directors of Aegis.

Lord Sharman, chairman of Aegis, said: "As we approach a fifth vote on exactly the same two resolutions, Groupe Bollore remains a shareholder in Havas. And Havas remains a competitor to Aegis.

"Our primary concern now is that a sizeable majority of Aegis shareholders should make their views plain once again, and protect their investment in Aegis. Every single vote remains as important now as on previous occasions."

Shareholders have been asked to vote on the same matter four times in the past, since Bollore began buying up shares in Aegis in 2006. On each occasion, more than 90% of non-Bollore aligned shareholders opposed the nominations.

Bollore argues that he should have representation as the biggest single shareholder in the company with a 29.9% stake.

But the Aegis board, which has been opposed to Bollore from the outset, has again insisted that the appointment of Aegis representatives by a "competitor's largest shareholder (also its chairman) would be a clear-cut conflict of interest, constituting a major breach of good corporate governance principles".

Bollore cannot take his stake above 30% without being obliged by UK takeover rules to make a bid to buy the whole company.

However, the size of his holding means he has the right to call shareholder meetings to vote on whether his company should be given board representation. He has previously vowed to keep calling meetings until he wins.