Proposal from the Nomination Committee to the Extraordinary General Meeting in Otello Corporation ASA to be held on 4 September 2020
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(Oslo, Norway, 28 August 2020) On 14 August 2020, Otello Corporation ASA (“Otello”) announced that an extraordinary general meeting would be held on 4 September 2020 at the request Otello’s largest shareholder, Sand Grove Capital Management LLP (“Sand Grove”).
Sand Grove has proposed significant changes to the board by replacing chairman André Christiansen and board member Birgit Midtbust with two new board members nominated by Sand Grove, Randel Freeman and Kathryn Baker. This is despite the fact that the board, was elected just weeks ago by a significant majority at the Company’s ordinary shareholder meeting. Sand Grove also desires to switch out all the members of the Nomination Committee even though the ordinary shareholders meeting of 2019 elected them for two years, and the shareholders meeting this past June de facto reaffirmed that election.
The Nomination Committee recommends that all shareholders vote against Sand Grove’s proposals (items 5,6,7, 8 and 9 on the agenda) so that the current Board and Nomination Committee continue until the next ordinary shareholders meeting, by using the following link you can vote online https://investor.vps.no/gm/logOn.htm?token=56a3e5987782c44b1e26b6e2b457be0dd74341d2&validTo=1601794800000&oppdragsId=20200814VPLEYJU0 . All votes have to be received by September 2nd 2020 at 09.00 CET. For more information about the Nomination Committee’s reasons for voting against the proposals, please see the attached PDF file that includes Exhibits C and D which were also attached to the notice of the extraordinary general meeting.
The Nomination Committee would like to add that Sand Grove has still not answered the Nomination Committee’s request for the contact details of the proposed board members. As a result, the Nomination Committee has been unable to interview the candidates, and it is unclear what vetting Sand Grove has performed, if any, on the proposed candidates. It should be noted, however, that a simple internet search shows that someone with the same name as the person Sand Grove is proposing to be Chairman of Otello has been mentioned in association with the Panama Papers (https://offshoreleaks.icij.org/nodes/56064881). The Nomination Committee does not know if this is the same person, and the web site makes clear that it does not imply or suggest that people included in the site’s data have broken the law or acted improperly. However, the Nomination Committee would like to emphasize that it is of utmost importance that Otello’s board members are thoroughly vetted prior to being proposed to the shareholders. Thorough vetting is something the current Nomination Committee has always been committed to and has been part of the process of nominating any new candidate to the board of directors in Otello Corporation ASA to protect and ensure the credibility of Otello by avoiding candidates that may have an inappropriate background. It is not possible for the Nomination Committee to inform the shareholders what vetting of the candidates has taken place, which is yet another reason the Nomination urges shareholders to vote against the proposed candidates
Several days after the notice to the extraordinary general meeting was sent to the shareholders, the Nomination Committee became aware that the reason for switching the board members is that Sand Grove does not believe André Christensen and Birgit Midtbust have enough relevant experience with respect to strategic processes or enough time in order to continue on the board. In the Nomination Committee’s view, both allegations are false. Both André and Birgit have significant experience in Otello’s business areas and have dedicated significant time to the Board for their entire tenures. In addition, Sand Grove’s position assumes that the only experience one needs on the Otello board is the ability to sell Otello’s assets or IPO one of Otello’s businesses. Rather, the Nomination Committee believes that it is critical for board members also to have relevant industry experience, which both André and Birgit have. Furthermore, Sand Grove does not even specify what experience their proposed board members have that makes them better suited to be on the board of a company made up of two complex, global technology businesses. Unlike André and Birgit, it does not appear to the Nomination Committee that Sand Grove’s proposed candidates have any relevant tech industry experience whatsoever, and it also seems based on the CV of Randel Freeman that he does not have any prior public board experience in Norway or in any other jurisdiction.
In summary, the Nomination Committee does not see the need or rationale to make any changes to the current make-up of the board or Nomination Committee just weeks after the Company’s ordinary general meeting. Sand Grove has not provided any convincing rationale for why a minority shareholder, albeit a large one, should take over control of the Company by controlling both the board and Nomination Committee in order to be able to make proposals that are primarily in Sand Grove’s interest at the expense of the other shareholders that make up the majority of the shareholders. Therefore the Nomination Committee recommends that all shareholders vote against Sand Grove’s proposals at the extra ordinary general meeting.
Kari Stautland, Jakob Iqbal, and Nils A Foldal, Chairman of Nomination Committee