Voting Cards Reveal that Over 50% of Shareholders Excluding the Founding Family and Related Parties Voted For Oasis’s EGM Proposals and Against Mr. Akihiro Kobayashi’s Renomination at the AGM

HONG KONG--( BUSINESS WIRE )-- Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 10.1% of Japanese pharmaceuticals and food products manufacturer Kobayashi Pharmaceutical Co., Ltd. (4967 JT) (“Kobayashi Pharma” or the “Company”).

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Details of the founding family related parties

As Kobayashi Pharma’s second largest shareholder and the largest institutional shareholder, Oasis has accelerated its efforts to rebuild the Company’s governance in order to secure appropriate reparations for the victims of the Beni Koji scandal, and to ensure improved product safety going forward. As part of its efforts, Oasis called for an extraordinary general shareholders’ meeting (“EGM”), held a campaign at the annual general shareholders’ meeting (“AGM”, and together with the EGM, the “GMs”), and initiated a shareholder derivative lawsuit against its current and former board of directors (including outside directors).

We are thankful for all the support of minority shareholders at the GMs. As part of our continued efforts to improve Kobayashi Pharma’s corporate governance, we requested that the Company allow us to inspect the submitted voting cards for the GMs and count the voting rights exercised by the founding family and its related parties.

From this inspection, Oasis discovered that the Kobayashi family and its related parties (individuals and entities that can reasonably be presumed to have long-standing close relationships with the Kobayashi family; the Kobayashi family together with such related parties collectively, the “Founding Family Related Parties”) prevented improvement of Kobayashi Pharma’s corporate governance by voting against, or abstaining from voting for, the amendments to its articles of incorporation (Special Resolution (Agenda 1)). The amendments were proposed by Kobayashi Pharma itself, in order to break away from its dependence on the Kobayashi family and improve its corporate governance.

Given the above, in order to reveal the general shareholders’ “true will” which has not been affected by the Kobayashi family’s intent, we recalculated the number of exercised voting rights, excluding those of the Founding Family Related Parties who voted against the Company’s proposal for improvement of corporate governance. As a result, on MoM basis, we found that Oasis’s proposals at the EGM all received over 50% of approval. We also confirmed that the proposal for amendments to Kobayashi Pharma’s Articles of Incorporation received Supermajority (i.e., more than two-thirds majority) support on MoM basis, and that the majority of all exercised voting rights were against Mr. Akihiro Kobayashi’s reappointment at the AGM. Please see the accompanying graphs, “Voting at EGM” and “Voting at AGM”.

Oasis will continue to explore all possible options to prevent the recurrence of the Beni-Koji scandal and to improve corporate governance by breaking the Company’s dependence on its founding family. Additionally, Oasis strongly requests that, taking into account the Founding Family Related Parties’ exercise of voting rights (i.e., opposition to amendments of articles of incorporation for the purpose of improving corporate governance), Kobayashi Pharma require Mr. Kazumasa Kobayashi and Mr. Akihiro Kobayashi to resign from their roles as Special Advisor and Director in charge of compensation, respectively.

To learn more please visit www.KobayashiCorpGov.com . We welcome all stakeholders to contact Oasis at info@KobayashiCorpGov.com to help improve Kobayashi Pharma’s corporate governance and, thus, ensure consumer safety.

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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 of Responsible Institutional Investors” (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies.

The information and opinion contained in this press release (referred to as the "Document") is provided by Oasis Management Company (“Oasis”) for informational purposes only or for reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder’s rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act (“FIEA”). Shareholders that have an agreement to jointly acquire or transfer, or exercise their voting rights or other shareholder’s rights with respect to any shares or other securities of a specific company are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except for the case where Oasis expressly enters into such agreement, Oasis does not intend to be treated as a Joint Holder and/or a Specially Related Person with other shareholders under the Japanese FIEA or to take any action triggering reporting obligations as a Joint Holder. Oasis does not have any intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.

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