Both Leading Proxy Advisory Firms – ISS and Glass Lewis – Recommend American Vanguard Stockholders Vote FOR All Three of Cruiser Capital’s Nominees on the BLUE Proxy Card - Seite 2

• “The [operational] story… is one of a company that is growing, but that has impediments or inefficiencies in the cost structure. When this snapshot is extended to encompass the most recent downcycle, it becomes clear that the full story is more dire than the abridged version suggests.”

• “The inability to recover since the market turnaround is particularly concerning given AVD's M&A strategy during the downcycle, which included at least a dozen acquisitions.”

• “AVD has successfully grown revenue over the past decade, but the top line has come at the expense of progress elsewhere on the income statement. For instance, adjusted EBITDA has declined, which has in turn halved the adjusted EBITDA margin. This is a particularly concerning state of affairs, seeing that AVD has spent over $200 million on acquisitions since the downcycle started.”

• “(S)hareholders may have a hard time buying into the growth story that is now being articulated to the market, particularly since approximately 65 percent of long-term revenue growth is projected to derive from businesses that are still in their infancies. Ultimately, after suffering through the downcycle, which continued to grip AVD into 2021, shareholders are likely wary of aspirational messaging. At this point, further board refreshment is likely necessary for shareholders to develop comfort with any go-forward plan.”

ISS highlights AVD’s inadequate board refreshment initiatives and flawed approach to shareholder engagement:

• “The most concerning aspect of AVD's board refreshment is that it does not appear to be proactive…until apparently pressured to action by external factors, the board was content with the status quo…the board should have been more proactive in adapting to changes, particularly when TSR and operational performance over the period are taken into consideration.”

• “(T)he proxy statement indicates that AVD has refined corporate governance structures and processes to replace long-tenured directors. This appears to be a reference, at least in part, to the director retirement policy. This policy provides that no director shall serve after turning 75 years of age without the consent of a majority of the other directors. It is challenging to not interpret this policy as a means for the board to have its cake and eat it.”

• “Historically, AVD has not necessarily been a model of corporate governance best practices, but neither have shareholders been burdened with significant controversies. However, a closer examination reveals that the board refreshment has not been proactive and that the board's pattern of communicating with shareholders is fundamentally flawed.”

• “The messaging surrounding refreshment, and by extension this proxy contest, has also been problematic…Messaging like this demonstrates a lack of respect for shareholders, making it hard to place one's faith in AVD to execute on the optimistic go-forward plan and projections”

In reaching its conclusion, ISS notes: