Setting up of an ad hoc committee within the Board of directors
The Board of directors of Verallia S.A. (the “Company”) held a meeting on 4 February 2025 following the announcement[1] of BW Gestão de Investimentos Ltda (“BWGI”)[2] confirming that it is reviewing a potential tender offer for all the shares of Verallia that it2 does not already hold, with no intention of taking the company private.
In order to monitor the works of the Company’s Board of directors related to this project, and pending the submission of a proposal including the detailed terms of the offer, the Board of directors has set up an ad hoc committee composed exclusively of independent members of the Board of directors within the meaning of the Afep-Medef corporate governance Code, namely:
- Mrs. Marie-José Donsion as Chairwoman of the ad hoc committee,
- Mr. Didier Debrosse, and
- Mr. Pierre Vareille.
The ad hoc committee will be in charge of (i) proposing to the Board of directors the appointment of an independent expert, (ii) monitoring the works of the independent expert that will be appointed by the Board of directors, and (iii) issuing a recommendation to the Board of directors on the interest for all of the Company’s stakeholders for the offer that may be submitted by BWGI.
Mrs. Marie-José Donsion graduated from the European School of Management (Paris) business school and currently serves as Chief Financial Officer of Arkema. Prior to that, she was a Director on the Arkema Board of Directors and Chairwoman of its Audit Committee. During her earlier career within the Alstom Group, she was Chief Financial Officer of the Group, after holding various financial positions within several subsidiaries in France and abroad. Before joining Alstom, Marie-José Donsion had begun her career with Pricewaterhouse Coopers in the audit branch. Marie-José Donsion is also the Chairwoman of the Audit Committee of Verallia.
Mr. Didier Debrosse has held top managerial positions at several international consumer goods companies: Beiersdorf Nivea, Mondelez International and Heineken. After working in sales, he held positions in purchasing, human resources and finally senior management up to December 2019. At Heineken, he successively headed up French, Western European and Brazilian operations. He played an active role in two major acquisitions for the Heineken group: S&N in 2008 and Brasil Kirin in 2016. Didier Debrosse has also served as a Director of Chr. Hansen in Denmark and Compania Cervecerias Unidas in Chile. He is currently Chairman of the Board of Directors of Baru Panama and Director of FIFCO in Costa Rica.
Mr. Pierre Vareille is a graduate of École centrale de Paris and alumnus of Sorbonne University, SciencesPo Paris and the Management Control Institute. He was Chairman and Chief Executive Officer of several international corporations listed in London, Paris and New York. He is currently Vice-Chairman of the Board of Directors of Vallourec and Director of Outokumpu Oyj, in Finland and of the London Metal Exchange in London.
[1] See press release published on 3 February 2025 by BWGI.
[2] BWGI, whose controlling shareholder is Brasil Warrant Administração de Bens e Empresas S.A., is acting as the investment manager of Kaon V, a sub-fund of Kaon Investment Fund ICAV and direct shareholder of Verallia.