Oasis Responds to Fujitec’s Latest Misleading Materials and False Statements

• Fujitec released further misleading materials and false statements aimed at misinforming and distracting shareholders by attacking not only Oasis and its independent external director nominees, but also the leading independent proxy advisor ISS.

• Oasis aims to correct Fujitec’s serious governance shortcomings by appointing truly independent external directors to ensure that shareholders’ most fundamental rights are respected and to prevent further destruction of corporate value under the entrenched control of the Uchiyama family .

• ISS commends shareholders for support all of Oasis’ proposals, otherwise there is a risk of “maintaining the status quo” and not bringing about “desired changes” at Fujitec.

• Oasis remains committed to the good of all stakeholders and reiterates its recommendation to shareholders, unanimously supported by leading independent proxy advisor ISS, to vote AGAINST Agenda 1 (Fujitec’s proposal) and FOR Agenda 2-7 (Oasis’ proposal). .

For Oasis’ full response to Fujitec’s recent attack, visit www.ProtectFujitec.com

HONG KONG & TOKYO, February 14, 2023–(BUSINESS WIRE)–Oasis Management Company Ltd. (“Oasis”) is the manager of funds owning over 16.5% of elevator manufacturer and maintenance company Fujitec Co., Ltd. (6406 JT) (“Fujitec” or the “Company”). In December 2022, Oasis requested Fujitec’s board of directors (“Board”) to convene an Extraordinary General Meeting (“EGM”) to allow shareholders to consider proposals to remove six incumbent external directors and to appoint six new independent and senior external directors.The Extraordinary General Meeting will be held on February 24, 2023.

Oasis welcomed the recently released research report from leading independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) recommending that Fujitec shareholders vote FOR all of Oasis’ proposals, including the REMOVAL of the six acting external directors, and AGAINST the appointment of two Fujitec-sponsored Outside Director nominees.

Unfortunately, on February 10, 2023, following the publication of the ISS recommendations, Fujitec released further information aimed at this Misinform shareholders and intimidate the ISS research team by publicly attacking them and questioning their integrity with statements like “ISS did not conduct its own analysis“. Although Oasis is not surprised by such attacks and tactics, it is the very conduct for which shareholders must hold the incumbent outside directors accountable and which can no longer be tolerated.

Today, Oasis publishes its full response to Fujitec’s recent attack at www.protectfujitec.com, in which we address the following:

• Fujitec’s claim that the goal of Oasis is to gain “management control” is a completely false claim. Oasis’ proposals aim to strengthen Fujitec’s oversight mechanism by appointing external directors – who even Fujitec cannot dispute Oasis’ independence – and removing incumbent external directors. Oasis’ proposals do not target executives on Fujitec’s board of directors, and instead aim to protect stakeholders from the “Uchiyama Family Control” which has abused its position of power at the expense of stakeholders’ interests.

• Fujitec claims that the board was “baffled” by the timing of Oasis’ proposals, which aim to suggest to shareholders that they have responded and aim to engage constructively. In reality, since the 2022 AGM, Fujitec has refused to engage constructively with Oasis, its largest shareholder, and many other shareholders. Only five months after Finally, at the 2022 AGM, Fujitec agreed to meet with Oasis but barred him from asking questions about Fujitec’s governance. Fujitec’s board of directors is in no position to be “stunned” by its aggression towards its shareholders and lack of honest engagement, let alone its objectively egregious behavior at the 2022 AGM. We ask Fujitec’s external directors to read ours public statement after the 2022 AGM as our position was very clear.

• Fujitec is critical of ISS’ recommendations and considers them “inconsistent” as ISS recommended in favor of external directors at the 2022 AGM. It is troubling to see that the incumbent outside directors are still blind to shareholders’ concerns and fail to recognize how unprecedented their decision was to violate the most fundamental right of shareholders to hold directors accountable by superseding their rights cast votes.

• Fujitec rejects Oasis’ calculation that approximately 65% ​​of the votes were cast AGAINST Takakazu Uchiyama at the 2022 AGM. However, Oasis has disclosed which investors supported and opposed the appointment of Takakazu at the 2022 AGM based on publicly available information. Regardless of the precise outcome, which Fujitec could easily disclose but refuses to do so, the decision to deprive shareholders of their most basic rights and the appointment of Mr. Uchiyama is problematic and for which the outside directors should be held accountable at an inexplicable (but paid ) location.

• Fujitec continues to mislead investors that the decision to withdraw Takakazu Uchiyama’s appointment came “following the decision to establish a third-party committee.” This is factually wrong. A week before the 2022 annual general meeting, Fujitec announced its decision to set up a third-party committee, which at the time was still calling for shareholders to support the appointment of Takakazu Uchiyama to the board.

• Fujitec’s defense of promoting Takakazu Uchiyama to the position of unelected “Chairman of the Company” does not reflect the reality of the elevator industry and completely ignores shareholders’ concerns about the extent of the influence he can exert on Fujitec. Takakazu Uchiyama’s role at Fujitec was an inherited position and not based on merit. Under his tenure, Fujitec has fallen further behind its peers, and further cronyism threatens stakeholders as Fujitec offers no clarity on the role of his son, Yusuke Uchiyama. It is worth remembering that Yusuke Uchiyama was the beneficiary of the luxury apartment that Fujitec sold below market value.

• Fujitec’s decision to appoint two new external directors at the forthcoming EGM, while attacking the credentials of Oasis’ independent nominees, serves only as a distraction from discussing actual leadership failures at Fujitec. The two proposed Fujitec candidates are affiliated with Fujitec’s legal advisors – Kitahama Partners and Miura & Partners – and as such their true independence is in doubt and their skills and experience have been exaggerated at the expense of preserving any credibility. In the meantime, Oasis’ nominated outside directors are fully independent and bring genuinely needed experience and skills, and all shareholders have been able to meet and question them. On the contrary, Fujitec’s external directors have yet to make themselves available to answer our shareholders’ questions.

In this age of increased transparency and accountability Institutional investors need to protect the assets they manage on behalf of their underlying clients and ensure portfolio companies are managed in a manner that remains accountable and does not misuse company assets. Fujitec casts a very unfortunate shadow over the genuine governance improvements the Japanese company has made over the past few yearsand responsible stewards have the opportunity to send a clear signal to company boards that they will hold them accountable for poor corporate governance.

Oasis remains committed to the well-being of all stakeholders and reiterates its recommendation to shareholders, now unanimously endorsed by leading independent proxy advisor ISS:

Vote AGAINST Agenda 1 (Fujitec’s proposal)

Vote FOR Agenda 2-7 (Oasis Proposals)

Now it’s time to change Fujitec.

Visit our website for more information www.ProtectFujitec.com or email us [email protected] with questions, comments or feedback.

About Oasis

Oasis Management Company Ltd. manages private investment funds focused on opportunities across a broad range of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the company as Chief Investment Officer. For more information about Oasis, visit https://oasiscm.com. Oasis has adopted the Japan FSA’s Principles for Responsible Institutional Investors (a/k/a Japan Stewardship Code) and in accordance with these principles, Oasis monitors and works with our investee companies.

Important Disclaimer

The information contained in this press release (referred to as the “Document”) is a source of information for Fujitec shareholders provided by Oasis, the investment manager for private funds that are shareholders of Fujitec (the “Oasis Funds”).

This material is not intended to encourage voting in favor of Oasis proposals that are subject to proxies collection rules.

Oasis does not in any way solicit or encourage shareholders to exercise their voting rights jointly with Oasis. Shareholders who have entered into an agreement to exercise their voting rights jointly are considered “joint holders” under Japan’s large holding disclosure requirements and are required to report their entire shareholdings to the relevant Japanese authorities for publication.

Oasis disclaims its intention to be treated as a joint holder with other shareholders under the Financial Instruments and Exchanges Law of Japan (“FIEA”) by virtue of its action, expression of views or opinions, or other activities to engage in dialogue with other shareholders in or through this document or any other website.

This statement and related materials solely represent the opinions, interpretations and estimates of Oasis with respect to the forthcoming EGM. Oasis is expressing these opinions solely in its capacity as investment advisor to the Oasis Funds.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230213005687/en/

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