Brampton Brick Limited Concerned Shareholder Voting Intentions June 30, 2020 AGM

TORONTO, June 23, 2020 /CNW/ - Concerned Shareholder of Brampton Brick Limited, George Christopoulos, proxy holder, with control of 211,800 Class A shares (200,000 record date), to vote in person:

• "WITHHOLD" on all nominated directors, except Adam Peterson
• "FOR" each Shareholder Proposal:

1. Elimination of dual class shares
2. Say on pay
3. Sale of corporation via open, fair auction process

Why? Based on facts and results, Brampton Brick is poorly managed and suffers from poor corporate governance:

• Share price about $5 (35% of book value), down 41% from 1986 IPO of $8.50
• If shares grew at just 6% following IPO, share price would be over $50
• $96m of losses since 2004, approximately $8.70/share
• Average ROE for last 15 years virtually Nil (under .2%/year)

Facts indicate status quo, including management and corporate governance as usual, have been costly for minority shareholders.

SHAREHOLDER PROPOSALS

Proposal 1 - Dual Class Structure – If eliminated, it is strongly believed board would be periodically renewed. Instead, average tenure is about 18 years, meaning failure to introduce new, critical thinking and impartially evaluate board and management performance. Strongly believed that CEO, in place since 1994 (or earlier), would have been replaced by a board unhampered by dual class shares.

Proposal 2 - Say on Pay – Management's response, that such vote would "restrict the flexibility of the Board", is completely inconsistent with good governance. Say on pay is advisory. The Concerned Shareholder's view is corporation does not wish to give voice to minority shareholders, so the corporation is not accused of ignoring their voice and ignoring shareholders' reasonable expectations.

Proposal 3 – Sale of Corporation - Losses experienced by shareholders may be addressed by sale of Brampton Brick and realization of value of 11 real estate holdings, including 89 acre Brampton plant site at 225 Wanless Drive, plus additional 86 acres, 10km west. Notable among the remaining 9 AIF listed properties are 14370 Mississauga Road (245 acres) and 455 Rodick Road, Markham (12.4 acres). In the opinion of the Concerned Shareholder, aggregate fair market value of 11 real estate properties is significantly in excess of aggregate book value. Realization of fair value of real estate and brick business appears as only means of addressing shareholders' losses since 1986 IPO. If 225 Wanless is worth $2m per acre, this alone represents $16 per share.

Management's response, in rejecting both Proposal 2 (Say on pay) and Proposal 3 (Sale of corporation), includes: "The Board of Directors has the responsibility to oversee the management of the Company and to preserve and enhance the Company's viability, with due regard for the interests of its shareholders and other stakeholders." This statement is in gross contradiction to management's refusal of "Say on pay".

Management goes further: "The Board of Directors are ever mindful of their duty to act in the best interests of the Company, and to consider the interests of all stakeholders, rather than solely shareholders, when making decisions." Management fails to recognize that solely long suffering shareholders are still waiting their turn. The Concerned Shareholder strongly believes board actions demonstrate complete disregard and disrespect for the "interests of its shareholders":

• Management's response to Proposal 3 does not address value of real estate and implications for the corporation and its shareholders.
• Management and board appear over compensated, while there seems no concern about 15 year ROE of almost NIL, or diminishing share price.
• Brampton Brick is quite small, but has 9 directors whose total 2019 compensation was $637,050. However, at both 2018 and 2019 AGM the only director in attendance was the CEO.
• The corporation has small number of shareholders, and even fewer shareholders asking questions. Yet, Lead Director, John Piecuch whose 2019 compensation was $146,350, has not agreed to a call to discuss very serious issues raised by the Concerned Shareholder.
• In May 2018 call, CEO discouraged the Concerned Shareholder from attending AGM.
• The corporation does not hold quarterly conference calls, and there was no business presentation to shareholders at either 2018 or 2019 AGM.
• The last dividend paid to shareholders was 8c, December 2008.

Average return on equity for the last 15 years is virtually Nil. The 1986 IPO was $8.50 and 34 years later, the share price is $5. If 225 Wanless is worth $16 per share, then Brampton Brick shareholders are entitled to a financial return, to compensate for their losses over last 34 years.

Further background and reasons are also contained in May 21, 2019 press release:
https://www.newswire.ca/news-releases/brampton-brick-limited-concerned-shareholder-voting-intentions-for-may-22-2019-meeting-833363974.html

This press release only contains personal opinions based on facts as understood, and is not a solicitation of proxies.

SOURCE George Christopoulos

George Christopoulos, 647 291 0354