Cruiser Capital Sends Letter to American Vanguard Stockholders - Seite 2

THE TIME FOR NEW PERSPECTIVES IS NOW

Cruiser’s priority has always been, and continues to be, unlocking long-term growth at American Vanguard. With proper Board direction and improved governance, we think AVD can worth much more. Our engagement with the Board has been reflective of this goal.

While we’ve been disappointed with the Company’s defensive response to our engagement, it’s a clear indication that real change and independent voices are needed in the boardroom. That is why we believe it’s time for Esmail Zirakparvar, Chair of the Nominating and Governance Committee, John Killmer, Lead Independent Director and Alfred Ingulli, Chair of the Finance Committee, to leave the AVD Board and make way for refreshed stockholder-aligned perspectives. Collectively AVD has paid them $6.3 million for serving as directors for between 12 and 14 years each.

THE LEADING PROXY ADVISORY FIRMS RECOMMEND STOCKHOLDERS VOTE ON THE BLUE CARD

Both leading proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. (“Glass Lewis”) agree with Cruiser’s conclusion that change is needed in the American Vanguard boardroom.

ISS determined Cruiser’s nominees would be the right fit for addressing American Vanguard’s concerns:¹

• “[Cruiser Capital] has made a compelling case for the addition of all three dissident nominees. Patrick Gottschalk, Mark Bassett, and Keith Rosenbloom should collectively assist in addressing concerns with operational performance, corporate governance, and AVD's ability to capitalize on industry tailwinds.”

ISS highlighted AVD’s underperformance and weak approach to board refreshment:

• “Top-line growth has not been accompanied by meaningful progress elsewhere on the income statement, which is particularly concerning given AVD's M&A strategy. Coupled with deficiencies in board refreshment, this inability to execute has translated into TSR underperformance. These and other concerns make it challenging for investors to embrace the go-forward plan articulated by the board…”

Glass Lewis also agreed Cruiser’s nominees would be additive to the AVD Board:

• “(W)e believe CCA (Cruiser Capital Advisors) has ultimately presented investors with a compelling case for change, and has nominated individuals well suited to addressing what appear to be AVD’s most significant operational and governance failings.”

• We thus believe election of the full Dissident slate represents a fairly low risk, high reward outcome for unaffiliated investors here.”

ISS and Glass Lewis’s full unwavering support further confirms meaningful change is needed in the AVD boardroom and Cruiser’s nominees are uniquely positioned to address the key areas of concern.