Glass Lewis Recommends American Vanguard Stockholders Vote FOR All Three of Cruiser Capital’s Nominees on the BLUE Proxy Card - Seite 2

• “(W)e believe CCA is again much more successful in asking pointed questions than management is in answering them. In particular, we believe the Dissident’s foundational point here -i.e. that AVD has failed to reliably generate strong earnings growth, despite nearly doubling revenues over the last decade – is not subject to meaningful dispute.”

• “All else held equal, we agree that investors have been presented with limited disclosure from the board, which, in turn, directly contributes to fairly disconcerting transactional math.”

• “Coupled with observed trends in AVD’s ballooning cost profile, this dynamic hardly seems to suggest the board has been particularly efficient or effective at integrating new acquisitions in a manner that consistently and durably translates into improved earnings. Instead, data seems to suggest prior operations have withered on the vine, with AVD offsetting stagnant revenues through serial bolt-on acquisitions which thereafter seem to function with few cost management objectives in mind.”

• “(W)e believe CCA presents a persuasive case to suggest AVD’s legacy operational architecture and growth-by-acquisition methodology have together persistently failed to translate into attractive margins, improved earnings or, as previously discussed, compelling shareholder returns.”

Glass Lewis criticizes AVD’s corporate governance policies and weak approach to Board refreshment:

• “(W)e would not suggest the board has gone particularly far out of its way to embrace dynamism or prepare adequately for change.”

• “Nowhere is this more evident than with respect to the board’s age-based retirement non-policy, which, as noted by CCA, has essentially compelled Messrs. Erlich and lngulli to repeatedly submit resignations, the subsequent acceptance of which has thereafter been subject to a “close evaluation” which has consistently facilitated their continued service.”

• “As a result of this unnecessarily confusing framework and what we consider a very weak approach to refreshment, AVD has effectively onboarded just two new directors over nearly a decade, while also signaling that Messrs. Erlich and lngulli may, in lieu of a clearly communicated process designed to timely attract credible new directors, continue to serve indefinitely. We believe this observably stagnant architecture courts increasing transition risk, functionally precludes the cultivation of fresh perspectives and likely contributes to the current board’s apparently entrenched belief that the Company is performing well, despite a panoply of factors which suggest otherwise.”

In supporting the election of Cruiser’s nominees to the AVD Board, Glass Lewis states: