On February 26, 2016 Komax Holding AG disclosed the agenda items put forward by VERAISON SICAV for the coming AGM on May 12, 2016. VERAISON SICAV requested that two well-known and proven financial experts be elected to the Board of Directors for complementary reinforcement. According to the statement of Komax Holding AG, the Board will examine this request and take a position in due course. We would like to take this opportunity to express our thanks for the continuously constructive dialogue with the Board and also for this opportunity to further explain our reasoning in a transparent manner. We sincerely hope to be able to convince the Board of our position for the following reasons.
VERAISON sees significant potential for entrepreneurial value enhancement at Komax. As a high-quality Swiss company and global leader in an attractive business, Komax has already built up an excellent foundation for continued success. VERAISON is convinced that Komax has a great future ahead of it as an independent Swiss company, ensured largely by its unique market position and strong culture.
We very much welcome the steps taken by Komax in recent years to renew its Board of Directors. There is one point, however, where VERAISON and the Komax Board are not yet fully aligned. The Komax Board communicated on January 19, 2016 that it considers a board of only 5 members to be optimal. VERAISON is of the opinion that such a reduced Board would not provide the necessary complementarity to fully develop a global company like Komax. In addition, we believe that a balanced composition of the Board’s committees would also be very difficult.
The Board of Directors of Komax has undisputed industry expertise. However, to take full advantage of current and future market opportunities, it must be ensured that the company is optimally positioned to fully leverage best-in-class capital allocation as well. For this purpose, VERAISON, currently the largest shareholder of Komax, considers it to be absolutely essential that the Board of Directors be reinforced with two experienced and independent financial professionals. VERAISON therefore proposes that Andreas Herzog, CFO of the Bühler Group, and Gerard van Kesteren, former CFO of Kühne + Nagel, be elected to the Board.