MAK Capital submitted a request under the Ohio Control Share Acquisition Statute that Agilysys call a shareholder meeting to vote on whether MAK may increase its ownership of the company's shares to more than 20% but less than 33.3%. MAK has one representative on the company's board and doesn't intend to exercise control of the company. If MAK increased its holdings to 33.3%, it would have a veto right over future significant corporate transactions and an automatic right to three board seats. The increase would trigger potential severance payments and the accelerated vesting of some of the company's stock options. In a stunning act of indifference, Agilysys' board announced it has no opinion or recommendation as to the proposal. The board is leaving it to shareholders to decide. The outcome may well rest with the recommendation of RiskMetrics as to how shareholders ought to vote. Despite its general opposition to control-share provisions, RiskMetrics recently recommended upholding such provisions when, as here, the waiver of such provisions would give a shareholder a veto right over future significant corporate transactions. Unless MAK agrees to make concessions with respect to exercising its veto power, it is likely to lose this vote.

Ramius LLC sent a letter to Agilysys, nominating three candidates for election to the board at the '08 annual meeting. Ramius applauded Agilysys' decision to explore strategic alternatives, including a sale. But Ramius said that it is disappointed that Agilysys didn't place a shareholder representative on the board. Ramius' three nominees are John Mutch, Steve Tepedino and James Zierick. Ramius holds 2,123,471 shares (9%).

Ramius Capital is having ongoing discussions with management, the board and other stockholders concerning Agilysys' operations, plus representation on, and potential changes to, the board. Ramius reserves the right to nominate candidates for election to the board at the 2008 annual meeting, if it and Agilysys disagree on the board's composition.