On January 12, 2024, Mill Road Capital Management LLC. announced that on January 11, 2024, Superior Industries International, Inc and Mill Road entered into a Cooperation Agreement. Pursuant to the Agreement, the Company has agreed that the board of directors of the Company will appoint Deven Petito (the Mill Road Designee, which term includes certain successor designees) to the Board and will include him as a nominee to the Board on the slate of nominees recommended by the Board in the Company?s proxy statement and on its proxy, card relating to the 2024 Annual Meeting.

In accordance with the Agreement, on January 11, 2024, the Board appointed Mr. Petito to the Board and simultaneously granted the Director RSUs to him. Mill Road has also agreed that, during the Standstill Period, it will vote its shares in favor of all directors nominated by the Board for election at such meetings. It will also vote its shares in accordance with the Board?s recommendations on all other matters, except with respect to certain specified matters, including proposals relating to (i) an extraordinary transaction, (ii) any amendment to the certificate of incorporation or bylaws of the Issuer, (iii) the implementation of takeover defenses or (iv) certain issuances of securities.

Mill Road and the Company have each agreed, subject to certain exceptions, that during the Standstill Period, neither will make or cause to be made any public statement or announcement that constitutes an ad hominem attack on, or otherwise defames or slanders the other party or affiliates thereof or any of its officers, directors or employees.