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Tension Mounts Over Aegis

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NEW YORK With the approach of the Aegis annual meeting on June 14, the war of words between the company's board of directors and Vincent Bolloré heated up Friday.

First, Aegis notified shareholders that voting on all proposals at next Wednesday's meeting would be conducted by formal polling of all shares, and not the less formal "show of hands" method often used at U.K. shareholder gatherings. The move was widely seen as an effort to help defeat a proposal by Bolloré to add two members to the Aegis board at the meeting.

In response, Bolloré issued an angry letter to Aegis board chairman Lord Sharman in which he demanded representation on the board: "It is basic principle of company law: shareholders who invest and risk their money ought to be able to be represented on the board." He did not address Aegis' view that allowing Bolloré, who is CEO of competitor Havas, to control two board seats represented a major conflict of interest.

In a statement confirming the voting method that will be employed at the meeting, Aegis said, "We will use a poll at the [meeting] so that the votes of every shareholder can be fairly reflected." The company added, "We also remind shareholders of the board's view that voting against the Groupe Bolloré proposals which present a severe conflict of interest is important."

Under the polling method the votes of each shareholder at the meeting are tallied, along with votes cast by proxy before the gathering. Each shareholder has one vote for each share he or she owns. The "show of hands" procedure merely counts voting shareholders at the meeting, with each attendee allocated one vote regardless of the number of shares actually owned.