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Irenic Calls on The Restaurant Group’s Board of Directors to Replace Chairman Ken Hanna Due to Mounting Corporate Governance Issues

Believes The Company Needs to Add New Independent Directors and Run a Legitimate Strategic Review Process with All Options on the Table

Irenic Capital Management LP (together with its affiliates, “Irenic” or “we”), a substantial shareholder of The Restaurant Group plc (LON: RTN) (“The Restaurant Group” or the “Company”), today called on the Company’s Board of Directors (the “Board”) to replace Chairman Ken Hanna – who is also Chair of the Nomination Committee and a member of the Remuneration Committee – due to his documented disregard for the best interests of all shareholders.

Adam Katz, Co-Founder and Chief Investment Officer of Irenic, commented:

Over the past year, Irenic has attempted to work constructively and privately with The Restaurant Group. We’ve encouraged the Company’s leadership to appropriately align executive compensation with shareholder returns, reduce excess overhead costs and speed up the disposal of non-core assets to delever and increase focus on the high-return Wagamama operations. The response from the Board and management has been to dither and to delay. The result for all of the Company’s shareholders has been disaster.

During the course of our private engagement, Mr. Hanna has made clear that he is unwilling to consider any independent, non-executive director candidates suggested by so-called ‘activist’ shareholders. This is the case regardless of the merit of that individual or the ways in which that person may add value to the Board. This refusal to evaluate potential director candidates on merit runs counter to the Company’s stated corporate governance principles. Mr. Hanna’s partiality towards certain shareholders (including potentially affording them veto rights over director appointments) and his antipathy towards other shareholders are equally incompatible with the Company’s principles. His positions undermine the fundamental tenet that shareholders of equal rank should be treated equally. As such, we believe Mr. Hanna should resign, or the Board should take steps to appoint a new Chairman that can represent all shareholders.”

About Irenic

Irenic Capital Management LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit


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