HIKONE, Japan–(BUSINESS WIRE)–Fujitec Co., Ltd. (TOKYO:6406):
As announced in the “Notice Concerning the Board of Directors’ Position on the Agenda Item to be Submitted by the Company and the Agenda Items Proposed by a Shareholder for the Upcoming Extraordinary General Meeting of the Shareholders” ( “the Press Release” ) dated January 20, 2023 and the “Notice of Convocation of Extraordinary General Meeting of Shareholders” (“the Convocation Notice”) dated February 9, 2023, Agenda Item No. 1, which is a management proposal (“the Management Proposal”) and Agenda Items No. 2 through No. 7, which are shareholder proposals (“the Shareholder Proposals”), will be placed on the agenda at Our Extraordinary General Meeting of Shareholders (“the Extraordinary General Meeting of Shareholders”) scheduled to be held on February 24, 2023, following the shareholder proposal submitted by Oasis Japan Strategic Fund Ltd. (“the Shareholder Proponent”). With respect to these proposals, Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisory firm, has issued a report (the “ISS Report”) recommending voting “AGAINST” the Management Proposal and voting “FOR” the Shareholder Proposals.
Our Board of Directors are in support of the Management Proposal and are opposed to the Shareholder Proposal. The details of our Board’s opinion are set forth in the Press Release, the Convocation Notice, and the January 30th, 2023, press release entitled “Statement on Oasis’ claims and its request for an Extraordinary Shareholders’ Meeting” and the “Supplemental material regarding our statement on Oasis’ claims” (“Our Opinion Material”).
We held an engagement meeting with ISS prior to the issuance of the ISS Report in order to accurately convey our opinions and concerns regarding the Shareholder Proponent and the Shareholder Proposal to ISS. However, ISS issued its Report based on information we consider biased toward the Shareholder Proponent, without considering any part of the explanations or facts given in our meeting with them, nor the opinions of our Board of Directors, and we express our regret towards the judgement of ISS and provide our view on the ISS Report as follows.
Please see our document for more information
Our Opinion on Institutional Shareholder Services Inc.’s Voting Recommendations on the Agenda Items to be Proposed at the Extraordinary General Meeting of Shareholders.
Fujitec Co., Ltd.