Oasis Releases Full Response to Fujitec’s Misrepresentation of its Shareholder Proposals

Rhea-AI Summary

Oasis Management Company, holding over 16.5% of Fujitec, issued a detailed response to Fujitec’s January 20 statements regarding shareholder proposals and director nominations ahead of the February 24 Extraordinary General Meeting. Oasis criticized Fujitec for ignoring governance issues and failing to address concerns over related-party transactions and the independence of current directors. They argue that Fujitec’s management prioritizes the Uchiyama family's interests over shareholders, thereby undermining corporate governance. Oasis proposes six independent director nominees and stock-based compensation to align directors' interests with shareholders.

Positive

• Oasis has nominated six truly independent director candidates to improve Fujitec’s governance.
• The proposal includes stock-based compensation for directors to align their interests with shareholders.

Negative

• Fujitec's management is accused of prioritizing the Uchiyama family's interests over those of minority shareholders.
• Oasis expressed concerns over the independence of current directors and the governance structure.

(Stock Code: 6406 JT)

Full Oasis response presentation available at www.ProtectFujitec.com

To register for the upcoming Oasis webinar to meet our Director Nominees, please email info@ProtectFujitec.com

TOKYO & HONG KONG--(BUSINESS WIRE)-- Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 16.5% of elevator manufacturer and servicing company Fujitec Co., Ltd. (6406 JT) (“Fujitec” or the “Company”).

Today, Oasis releases its full response to Fujitec’s January 20 misleading and false statements in response to Oasis’s shareholder proposals and independent director nominations for the upcoming Extraordinary General Meeting (“EGM”) set to take place February 24. This Oasis response details:

• Fujitec’s failure to address the key issues of continued governance abuses and Uchiyama Family control;
• Evaluation of new information relating to Fujitec’s related-party transactions with Uchiyama Family entities;
• Details regarding serious concerns about the true independence of Fujitec’s current directors and its two nominee candidates;
• A faithful representation of the Director skills matrix;
• Fujitec’s double standards and cherry-picked financial performance; and
• A full address of the changes previously made by Oasis to its shareholder proposals, and the rationale behind its Director compensation proposals.

For the full Oasis response, please visit www.ProtectFujitec.com.

Oasis invites all Fujitec stakeholders to attend its upcoming webinar taking place on February 8 at 4:00pm JST in order to meet the independent Oasis director candidates, ask questions, and learn more. To register for this important event, please email info@protectfujitec.com.

***

Oasis has previously detailed and demonstrated Fujitec’s corporate governance failures and business ethics lapses, and called the February 24 EGM to hold Fujitec’s Outside Directors accountable, for the benefit of all shareholders, and to uphold the important principles of good corporate governance and accountability desperately needed at Fujitec. However, Fujitec has stooped to a new low by attempting to justify the retention of its incumbent Outside Directors by launching dishonest personal attacks on Oasis’ director nominees while at the same time falsely presenting the Company as a leader in corporate governance in Japan.

Both of these approaches are wholly unacceptable for their lack of substance and integrity, and are further reprehensible when fully evaluating Fujitec’s January 20 response, which notably avoids addressing or answering key issues raised by Oasis relating to breaches to shareholder rights and the entrenched control of the Uchiyama family.

Critically, the current Outside Directors have repeatedly failed to protect the interests of minority shareholders, instead overseeing and being complicit in the egregious behavior by Fujitec management, entirely ignoring shareholder rights, and publishing misleading statements and false personal attacks. Fujitec’s clear resolve not to address these issues, especially those still impacting the Company, and instead focusing on distracting shareholders through personal attacks against the nominee directors and governance grandstanding, is highly concerning to shareholders and reaffirms the case for urgent and substantial change on the Fujitec Board.

Fujitec has failed to realise its corporate value potential, mistreated many of its stakeholder groups, prioritized the interests of the Uchiyama family above all, and abused governance structures, holding shareholders in contempt, and showing a blatant disregard for other stakeholders. Unfortunately, these patterns of behaviour have been seen to continue based on the content and delivery of the Company response.

These symptoms of a culture of abject governance failure have arisen from the Uchiyama family control of the Company, resulting in the dismissal or degradation of necessary risk management and internal controls, and the use of evasive tactics to escape any accountability and scrutiny. These acts all trace back to the Board of Directors, namely, the Outside Directors who, representing a majority of the Board, have completely neglected their fiduciary duties to shareholders and other stakeholders for whom they are responsible, and have been completely derelict in upholding any of the core principles and standards as set out by JPX, METI, and the Japan Corporate Governance Code.

Therefore, Oasis is seeking to remove Fujitec’s current Outside Directors that violated shareholders’ most basic right by protecting Uchiyama Family control and electing Uchiyama to the unaccountable and specially created role of “Chairman of the Company” despite the clear evidence of inappropriate related-party transactions and other abuses and failings (EGM Agenda Item 2 by Oasis).

Oasis further expresses opposition to the two new director nominees -- Jiro Iwasaki and Michi Kaifu – who were put forward by the incumbent Fujitec Directors (EGM Agenda Item 1 by Fujitec), who not only represent problematic appointments due to their questionable and flawed nomination process, but also have substantiated independence doubts.

On the other hand, Oasis has nominated six truly independent director nominees who possess an array of skills and experience and who will ensure accountability to all shareholders by improving Fujitec’s governance and increasing the corporate value of the Company in the medium- and long-term future (EGM Agenda Item 3 by Oasis).

Oasis is further proposing stock-based compensation for Internal and Outside Directors to align their interests with shareholders (EGM Agenda Items 4-7 by Oasis).

At the upcoming EGM on February 24, we recommend that Fujitec shareholders vote FOR accountability and a refreshed and aligned Board.

Therefore, we encourage all shareholders to join us in our efforts to Protect Fujitec:

Vote AGAINST Agenda 1 (Fujitec’s Proposal)

Vote FOR Agenda 2-7 (Oasis’s Proposals)

For more information please visit our website www.ProtectFujitec.com or email us at info@protectfujitec.com with questions, comments, or feedback.

About Oasis

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles for Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.

Important Disclaimer

The information contained in this press release (referred to as the "Document") is an information resource for shareholders in Fujitec offered by Oasis, the investment manager to private funds that are shareholders of Fujitec (the "Oasis Funds").

This material is not intended to solicit voting in favor of Oasis’ proposals, to which rules concerning solicitation of proxies applies.

Oasis is not in any way soliciting or requesting shareholders to jointly exercise their voting rights together with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as “Joint Holders” under the Japanese large shareholding disclosure rules, and they must file notification of their aggregate share ownership with the relevant Japanese authority for public disclosure.

Oasis disclaims its intention to be treated as a Joint Holder with other shareholders under the Japanese Financial Instruments and Exchange Act (“FIEA) by virtue of its act to express its view or opinion or other activities to engage in dialogue with other shareholders in or through this Document or any website.

This statement and related materials exclusively represents the opinions, interpretations, and estimates of Oasis in relation to the upcoming EGM. Oasis is expressing those opinions solely in its capacity as an investment advisor to the Oasis Funds.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230201006180/en/

Taylor Hall

media@oasiscm.com

Ashton Consulting Limited

Tadashi Shiokai and Yuzo Iwaya

Phone: +81 03-5425-7220

Email: oasisac@ashton.jp

Source: Oasis Management Company Ltd.

FAQ

What did Oasis Management criticize about Fujitec's governance?

Oasis criticized Fujitec for governance abuses, ignoring shareholder rights, and prioritizing Uchiyama family control.

When is the Extraordinary General Meeting for Fujitec?

The Extraordinary General Meeting for Fujitec is scheduled for February 24.

What are Oasis's proposals for Fujitec's directors?

Oasis proposes to elect six independent director nominees and implement stock-based compensation for directors.

What is the significance of the January 20 statements from Fujitec?

Fujitec's January 20 statements were deemed misleading by Oasis and did not address significant governance issues.

How much of Fujitec does Oasis Management own?

Oasis Management beneficially owns over 16.5% of Fujitec.