Pentwater Welcomes ISS Recommendation That Shareholders Support Pentwater Proposal to Elect Matthew Halbower to the Board of ...
July 14 2020 - 8:30AM
Pentwater Capital Management LP ("
Pentwater"), the
largest minority shareholder of Turquoise Hill Resources Ltd.
("
Turquoise Hill" or the
"
Company") (TSX:TRQ) (NYSE:TRQ) welcomes that in a
report issued today,
ISS has recommended that shareholders
of Turquoise Hill vote in favor of Pentwater’s proposal to elect
Matthew Halbower to the Board of Directors, agreeing with
Pentwater that minority shareholders deserve direct representation
on the Board. ISS also believes that:
- Pentwater has “highlighted legitimate concerns around
governance, delays, cost overruns, and the company's disclosure
regarding the gravity of funding shortfalls.”
- “The board's history of communication with minority
shareholders is of particular concern.”
- The Company “has not gone far enough” in improving its
governance structure “especially in terms of transparency and
mitigation of conflicts of interest.”
- “The Company's relative underperformance over a prolonged
period warrants the addition of a board member selected by minority
shareholders.”
- Matthew Halbower has “demonstrated a deep understanding of the
operations and geopolitical considerations surrounding the
company's asset” and his addition to the Board “would provide
minority shareholders with direct representation” and would
increase “the overall independence of the board.”
ISS recommends that shareholders withhold their
vote from Russel Robertson, thus removing from the Board one of the
longest tenured directors, under whom the stock price has
plummeted, governance has not improved, and the Company “failed to
provide investors with sufficiently detailed financial disclosure
during his tenure as chair of the audit committee.” In his place,
ISS recommends that shareholders vote for Matthew
Halbower.
Will majority shareholder Rio Tinto accept ISS’s
recommendation in the name of improved corporate governance, or
will it continue to obstruct the rights of all other
shareholders?
Pentwater has for many years been a constructive
and long-term shareholder of Turquoise Hill, calling for improved
transparency, financial disclosure and corporate governance from
Turquoise Hill Board and management. If Matthew Halbower is
elected to the Board of Directors, as ISS recommends, minority
shareholders will finally have a true representative on the Board,
continuing the fight for their rights from inside of the
Company.
We Need Your Support
We are seeking your support at the Company's
upcoming annual and special meeting of shareholders to be held on
July 24, 2020 to restore accountability at Turquoise Hill and give
minority shareholders back their voice.
We encourage our fellow shareholders to consider
the facts and take action against the current culture of
entrenchment, value destruction and misconduct at Turquoise Hill.
The interests of the Company's minority shareholders have been
disregarded for far too long. Your vote is critical to initiate
much-needed change, to restore accountability and to safeguard
minority shareholder interests in Turquoise Hill.
Shareholders are urged to vote only the GOLD
proxy:
- FOR the election of Matthew Halbower to the board of directors
of the Company;
- WITHHOLD in respect of the election of all of the management
nominees to the board of directors of the Company; and
- FOR the adoption of the shareholder proposal submitted by
Pentwater to amend the Company's articles to provide minority
shareholders of the Company with the exclusive right to nominate
and elect three of seven directors to the Board.
Shareholders are urged to read the full text of
Pentwater's proxy circular and related press releases, which have
been filed and made available under Turquoise Hill's issuer profile
at www.sedar.com.
For further information contact:
MacKenzie Partners, Inc. Daniel Burch – 1-212-929-5748 Jeanne
Carr – 1-917-648-4478Email: SaveTRQ@mackenziepartners.com
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