Makuria Investment Management (UK) LLP, Teleios Capital Partners LLC, and Constructive Capital AS Issue an Update Letter to Shareholders
Dear Fellow Shareholder:
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On November 24 2015, Makuria Investment Management (UK) LLP (“Makuria”), Teleios Capital Partners LLC (“Teleios”), and Constructive Capital AS (“Constructive Capital”) requested an Extraordinary General Meeting (“the Meeting”) to elect new members to the Board of Kongsberg Automotive (“KA” or “the Company”).
The numerous discussions that we have led with other institutional shareholders in Norway since then have indicated to us overwhelming support for comprehensive change to the board composition. The need for such change has been further acknowledged by the independent proxy advisor ISS who, on December 8, issued a recommendation to all shareholders to vote FOR our five proposed candidates at the Meeting.
Nonetheless, in order to demonstrate our desire to work constructively with the Nominating Committee ("the Committee”) and accommodate its request for additional time, we, in agreement with other large shareholders who support our aim for comprehensive change to the Board, and with whom we collectively represent more than 30% of the common shares of the Company, have made the decision to delay the election of new board members until March 2016. This would allow the Committee more time to independently assess the strong qualifications of our proposed candidates, and potentially suggest additional candidates, resulting in the strongest possible board for the Company. The new date will also allow the new board members to begin their term once the incumbent directors have discharged their responsibilities in relation to the Company’s 2015 annual report and financials due in February 2016.
We strongly believe that the course of action outlined above will address the concerns and priorities of all shareholders, and will lay the foundation for driving long-term value creation, from which all stakeholders will stand to benefit.
Lorenz Manthey, Partner, Makuria Investment Management (UK) LLP
Firas Abi-Nassif, Partner, Teleios Capital Partners LLC
Lars Odin Mellemseter, Managing Partner, Constructive Capital AS
Teleios Capital Partners LLC
GEIR BJØRLO, +47 915 40 000
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