Elliott Advisors (UK) Limited Seeks Akzo Nobel N.V. EGM via Interim Relief Court

AMSTERDAM, LONDON and NEW YORK, July 7, 2017 /PRNewswire/ --

Georgeson institutional shareholder survey shows that:

• All respondents who answered the question support EGM 
• Shareholders holding 21% of shares do not have confidence in the Management Board vs 4% that do 
• Shareholders holding 32% of shares are not satisfied with the way the Boards conducted themselves with regards to PPG's approach vs 0.2% who are satisfied

Elliott, a private investment firm founded in 1977, and its affiliates ("Elliott"), has a position representing approximately 9.5% of Akzo Nobel N.V. ("Akzo Nobel" or the "Company"), and hereby announces its joint petition to the Interim Relief Court ("IRC") for authorisation to convene a general meeting of shareholders ("EGM") to vote on the dismissal of the Company's Chairman of the Supervisory Board.

As has recently been established by the Enterprise Chamber of the Amsterdam Court of Appeal, Akzo Nobel is facing a serious crisis of confidence between its shareholders and the Company leadership. Elliott today requested that the IRC compel Akzo Nobel to provide its shareholders with a democratic forum in which Akzo Nobel's Management and Supervisory Board can be called to account and shareholders can express their views about Akzo Nobel and its leadership. The convocation of such an EGM was previously requested by Elliott on April 10^th with significant shareholder support representing in excess of 10% of Akzo Nobel's issued capital, but this request was denied by Akzo Nobel in an extraordinary case of shareholder disenfranchisement.

Evidencing the overwhelming loss of confidence in the Akzo Nobel leadership and mounting appeal for change, Elliott is today releasing the results of a survey^[1] undertaken by leading proxy advisory firm Georgeson, retained by Elliott to evaluate the views of Akzo Nobel's institutional shareholders. The survey garnered a high participation rate, amounting to approximately one-third of the share capital, indicating that many shareholders are very keen to share their views. The main conclusion of the survey is that the vast majority of respondents are dissatisfied with the leadership of Akzo Nobel and all respondents who answered the question would like an EGM to be held. This is particularly due to the way in which the PPG Industries, Inc. ("PPG") approach was handled, with 96% of respondents expressing their dissatisfaction with Akzo Nobel's conduct, but importantly, chronic underperformance by Akzo Nobel prior to the PPG approach is also cited as a contributing factor. The survey highlighted strong conviction that shareholders should be granted a vote on whether the Chairman of the Supervisory Board should be allowed to continue to serve, and that holding such a vote would be in the best interest of all stakeholders^[2] .

For its part, Elliott has irretrievably lost confidence in the ability of the current Chairman of the Supervisory Board to guide Akzo Nobel in a manner which benefits all of its stakeholders. Elliott finds Chairman Burgmans' views on shareholder democracy to be archaic and wholly unacceptable in today's capital markets. A board which holds itself accountable to no one is not an appropriate governance paradigm. If shareholders are not able to regulate the conduct of Akzo Nobel's Boards, who can?  

In addition, Elliott notes that its case to investigate the management practices at Akzo Nobel, in which no immediate relief was granted by the Enterprise Chamber in the preliminary judgment dated May 29^th, will now continue on a non-expedited basis with the next hearing scheduled for September 20^th. The Enterprise Chamber proceedings are separate and different from the IRC case filed today.

Further information can be accessed at: http://www.valuecreationatakzo.com

About Elliott  

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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1. Georgeson surveyed shareholders over a two-week period starting 12th June 2017. 55.08% of the shareholder base was contacted regarding the survey, and 32.84% of the shareholder base completed the survey. 12 of the top 20 shareholders responded to the survey. Georgeson views the participation rate to have been "exceptionally high".

2. When asked "Do you have confidence in the Management Board of AkzoNobel", only 11.54% of respondents said 'Yes', while 64.92% said 'No'. In addition, 96.35% of respondents stated that they are not "satisfied with the way the Management and Supervisory Boards of AkzoNobel conducted themselves with regard to PPG's approach", with only 0.61% saying they are satisfied.