Oasis Urges All Shareholders to Vote AGAINST the Appointment of Mr. Akihiro Kobayashi, Mr. Katae, Mr. Ohta and Mr. Takahashi as Directors at the Kobayashi Pharma AGM

(Securities Code: 4967 JT)

* Oasis urges all shareholders to vote AGAINST the appointment of Mr. Akihiro Kobayashi, Mr. Katae, Mr. Ohta, and Mr. Takahashi as directors at the upcoming Kobayashi Pharma 2025 AGM

* Oasis submitted an advisory resolution for the AGM to confirm shareholders’ will on whether to retain Mr. Kazumasa Kobayashi as Special Advisor, but Kobayashi Pharma refused to make this an agenda item

* Oasis will continue its efforts to improve corporate governance at Kobayashi Pharma

More information available at www.KobayashiCorpGov.com

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”).

As Kobayashi Pharma’s second largest shareholder and the largest institutional shareholder, Oasis has accelerated its effort to rebuild the Company’s governance to secure appropriate reparations for the victims of the Beni Koji scandal, and to ensure improved product safety going forward. As part of the effort, Oasis requested the Extraordinary General Meeting (“EGM”) that took place last month in Osaka with the aim of improving Kobayashi Pharma's corporate governance, and launching a truly third-party investigation over the Beni Koji Scandal to ensure such an event never happens again.

At that EGM, over 40% of the minority shareholders agreed with each of Oasis’s proposals. Oasis would like to thank all of those who voted to help Kobayashi Pharma and protect public safety.

Oasis has continued its efforts to improve corporate governance at Kobayashi Pharma. As part of the continued effort, Oasis, as a large shareholder, requested Kobayashi Pharma for a meeting with the director candidates to judge each candidate based on their merits. However, Oasis has not been given the opportunity to meet the candidates to date. This indicates Kobayashi Pharma’s attitude towards engaging with its shareholders, and its lack of effective corporate governance.

Given their poor track record of performance and failure to hold management accountable, Oasis therefore encourages Kobayashi Pharma’s shareholders to vote AGAINST some of Kobayashi Pharma’s director candidates who are standing for election at the upcoming AGM taking place on March 28, 2025, in order to improve Kobayashi Pharma’s corporate governance and to support the Company being freed from the founding family.

Oasis has also proposed an advisory resolution for the upcoming AGM to confirm shareholders’ will on whether to retain Mr. Kazumasa Kobayashi as the Special Advisor. However, Kobayashi Pharma refused to make this an agenda item at the March 28, 2025 AGM. This clearly indicates that Kobayashi Pharma is currently heavily influenced by the founding family, and Oasis will have to accelerate its efforts to free the Company from the founding family’s influence to ensure that events similar to the Beni Koji Scandal never happen again.

In light of what is at stake, Oasis urges its fellow shareholders to vote AGAINST the election of the following Director candidates:

• Mr. Akihiro Kobayashi
  • Mr. Akihiro Kobayashi was the CEO when the Beni Koji Scandal occurred. He is responsible for the poor decisions that were made in reaction to the incident.
  • The Company cannot be freed from the founding family unless Mr. Akihiro Kobayashi leaves the Board of Directors, as he is the symbol of ineffective corporate governance.
• Mr. Yoshiro Katae
  • Mr. Yoshiro Katae failed to oversee an appropriate reaction of the Board of Directors during the Beni-Koji incident, despite having Risk Management in his skills matrix.
  • He has also failed to free Kobayashi Pharma from the founding family as the only remaining non-founding family member of the nomination committee.
• Mr. Yoshihito Ohta
  • Mr. Yoshihito Ota served as chairman and director of the listed company MTG, from 2019 through December 2023, in response to an accounting scandal that occurred at a subsidiary of MTG in 2019. However, an accounting scandal case at another of MTG’s subsidiaries was revealed again in December 2024, casting doubt on his abilities to provide effective governance.
• Mr. Akio Takahashi
  • Mr. Akio Takahashi also served as a director of the listed company MTG, from 2019 through December 2023, in response to an accounting scandal that occurred at a subsidiary of MTG in 2019. However, an accounting scandal case at another of MTG’s subsidiaries was revealed again in December 2024, casting doubt on his abilities to provide effective governance.

We call on all shareholders who care about freeing Kobayashi Pharma from the influence of the founding family and improving corporate governance to vote AGAINST the appointment of Mr. Akihiro Kobayashi, Mr. Katae, Mr. Ohta, and Mr. Takahashi at the upcoming AGM.

To learn more about Oasis’s proposals, 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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