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Expert Corporate Governance Service (ECGS)
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Wessanen April 11th, 2019

In general, Wessanen is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 9, it is proposed to re-appoint Mr. Rudy Kluiber as Member of the supervisory board. Mr. Kluiber has been board member since 2012 and is currently chairman of the audit - and nomination and remuneration committees. In ECGS' view, Mr. Kluiber is not considered independent as he is nominated by major shareholder,  Harborside GP Limited. ECGS furthermore notes a lack of female representation on the supervisory board and based on its guidelines the (re-)election of the chairman of the nomination (and remuneration) committee is the most appropriate agenda item to express such concerns. ECGS therefore recommends to vote OPPOSE.

Under ITEM 10, the supervisory board seeks approval to amend the Company's remuneration policy. ECGS is categorically NOT in favour of the proposed amendments and furthermore notes that the current structure is not in accordance with its guidelines. Accordingly, ECGS recommends to vote OPPOSE. ECGS notes that on March 14, 2019, Wessanen announced that it is in discussions with a consortium of funds managed or advised by PAI Partners and various entities controlled by Mr. Jobson regarding a potential public offer by the consortium for all the issued and outstanding shares in Wessanen at an offer price of EUR 11.50 per share, to be fully paid in cash. After careful review and consideration, the executive- and supervisory board of Wessanen, concluded that this proposal warranted engaging with the consortium to explore feasibility and merits of the potential transaction.

Underlying
Wessanen

Wessanen is a company in the European organic food market. Operating mainly in France, Benelux, the United Kingdom and Germany, Co. manages and develops its brands and products in the grocery and health food channels. Co. also produces and markets frozen snack products in the Benelux and fruits drinks and cocktail mixers in the United States. Co.'s continuing operations are presented in three segments: Wessanen Europe, Frozen Foods and American Beverage Corporation.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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