Shareholders Appoint Four Oasis-Nominated Outside Directors to Fujitec’s Board

Rhea-AI Summary

Fujitec shareholders have voted in favor of appointing four Outside Directors nominated by Oasis Management, indicating a push for governance reform. The result involved the removal of three incumbent directors, including the Chairman, while rejecting two nominees from Fujitec. With this restructuring, the Board will now have 67% Outside Directors, aiming to reduce Uchiyama Family control and enhance accountability. Oasis, owning over 16.5% of Fujitec, plans to actively monitor the new Board's performance leading up to the 2023 Annual General Meeting, emphasizing the importance of transparency and ethics in fostering shareholder value.

Positive

• Four Outside Directors appointed, representing 67% of the Board's Outside Directors.
• Shareholder support indicates a strong desire for governance reform.
• Oasis is committed to engage constructively with the new Board.

Negative

• Incumbent Chairman and two other directors removed, indicating previous governance issues.
• Two Fujitec nominees rejected, reflecting lack of trust in existing leadership.

• Fujitec shareholders support the appointment of four Outside Directors nominated by Oasis
• Fujitec shareholders remove three incumbent Fujitec Directors, including the Chairman, and excluding Mami Indo, who had resigned as a Director just before the EGM
• Fujitec shareholders reject Fujitec’s two nominee director candidates
• Oasis is committed to engaging constructively with the newly constructed Board on meaningful change, including further relieving Fujitec stakeholders from Uchiyama Family control

HONG KONG & TOKYO--(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”). In December 2022, Oasis requisitioned the Fujitec Board of Directors (“Board”) to call an extraordinary general meeting (“EGM”) to allow shareholders to vote on Oasis’s proposals to remove six incumbent directors and to appoint highly qualified independent and experienced Outside Directors in their place.

At today’s EGM, shareholders supported the appointment of four of Oasis’ independent Outside Director candidates to Fujitec’s Board, sending a strong message in favor of change and enhanced governance. Oasis is aware of the significant message sent to Fujitec’s incumbent Board and management by having four new directors appointed, which will represent 67% of the Company’s Outside Directors, and would like to thank its fellow shareholders for supporting these important changes at Fujitec.

Today marks a critical first step in strengthening Fujitec’s oversight body to protect the interests of all stakeholders. As Fujitec’s largest shareholder, Oasis is committed to engaging constructively with the newly constructed Board to demand meaningful change, including better accountability, transparency, ethics, and performance. Most importantly, we will be expecting the newly constructed Board to relieve Fujitec from Uchiyama Family control and work together to act in the interests of all shareholders.

As a responsible steward of our assets, we will actively monitor the Board’s behavior in the lead-up to the Company’s upcoming 2023 Annual General Meeting (“AGM”), and beyond. It is our firm belief that strong governance is essential to create long-term shareholder value, and we will continue to actively engage with Fujitec to ensure that this goal is achieved.

We are optimistic that, with the contribution of the newly-elected independent Outside Directors nominated by Oasis, free from Uchiyama Family influence, the Board can drive positive change and unlock the full potential of Fujitec.

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/20230223006062/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 changes occurred in Fujitec's Board during the recent EGM?

At the recent EGM, Fujitec shareholders appointed four Outside Directors nominated by Oasis, while removing three incumbent directors, including the Chairman.

What percentage of Fujitec's Board is now composed of Outside Directors?

The newly appointed Outside Directors now represent 67% of Fujitec's Board.

Why were Fujitec's incumbent directors removed?

Three incumbent directors, including the Chairman, were removed due to a shareholder push for governance reform and enhanced oversight.

What is Oasis's stake in Fujitec?

Oasis Management owns over 16.5% of Fujitec, positioning it as the largest shareholder.

What are the expected changes in Fujitec's governance post-EGM?

Post-EGM, the new Board is expected to focus on increasing accountability, transparency, and relieving Uchiyama Family control.