Move Seen as Way to Rein in Corporate Raider Vincent Bollore

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NEW YORK (Adage.com) -- Several resolutions up for vote at Havas' annual shareholders meeting in June are likely to heighten tensions between the agency holding company's CEO, Alain de Pouzilhac, and corporate raider Vincent Bollore.

The resolutions, made public in a company release, call for the addition of three independent directors to Havas' board as well as the renewal of three current board members' terms. If approved, Havas' board will increase from 13 members to 16. Management said the addition of three board members follows certain corporate governance best practices, which recommend that at least one-third of the company's directors should be independent.

Largest shareholder
Mr. Bollore is Havas' largest shareholder, with a 20% stake in the agency company. The uncertainty that surrounds Mr. Bollore's intentions regarding his investment in Havas, not to mention his reticence to discuss specific issues, has lead many observers to expect that the June 9 meeting, set for 10 a.m. at the Maison de La Chiminie in Paris, may be fractious.

Mr. Bollore began buying shares in Havas last summer, and last fall requested several seats on the company's board. He has also proposed that the company create a supervisory board that would oversee Havas management. Pierre Dauzier, a former colleague of Mr. De Pouzilhac's at Havas, who now works for Mr. Bollore, has been suggested as one of Mr. Bollore's board representatives.

A call and e-mail sent to Mr. Bollore's spokesman for comment were not returned at press time.

Looking for shareholder support
Mr. de Pouzilhac in recent months has stepped up efforts to gain support from shareholders and analysts by trumpeting Havas' successful financial turnaround in the past year. After selling off businesses and reining in costs, Havas reported positive earnings for 2004 after a difficult 2003. Its agencies include Euro RSCG Worldwide, Arnold Worldwide and media-buying and -selling agency MPG.

Havas management said it is considering Mr. Bollore's requests, but wants the corporate raider to clarify whether he is a long-term investor in Havas or one who is most interested in making money by forcing the shares up then selling before committing. Havas said Mr. Bollore has not responded to its requests for those details, so the board has not presented any resolutions prior to the shareholder's meeting reflecting Mr. Bollore's interests.

Board nominees
The three nominees to the Havas board are: Laurence Parisot, president of the French Institute of Public Opinion, a survey and polling company; Michel Rouger, honorary president of the Paris Commercial Court and president of the Institut Presaje, a research organization that studies economic, legal and consumer trends; and Pierre Bouchut, former CEO of Groupe Casino.

Mr. Rouger since 1997 has been a director of French construction company Bouygues, whose management during the late 1990s eventually won a highly public and bitter struggle with Mr. Bollore for control of the company.

Havas has also proposed renewing the terms of three current directors, Michel Boutinard Rouelle, Thierry Meyer and Jacques Seguela.

Another proposal announced today for consideration in June is increasing the participation of employee ownership in Havas through stock option and bonus shares.

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