Oasis Urges Shareholders to Oppose Kobayashi Pharma’s Transition to a Company with an Audit and Supervisory Committee at AGM (Securities Code: 4967 JT)

* Although Oasis generally supports the separation of business execution and oversight, Oasis is calling on shareholders to vote AGAINST Kobayashi Pharma transitioning to a Company with an Audit and Supervisory Committee, as Oasis believes it may further entrench the founding family’s control over the Company

* Oasis continues to urge all shareholders to vote AGAINST the election of Akihiro Kobayashi and Yoshiro Katae as Directors

* Oasis withdrew its proposal to elect Mr. Kawaguchi, as the Company’s proposed amendment to its Articles of Incorporation has effectively rendered Oasis’s proposal meaningless

*Oasis continues to urge all shareholders to vote FOR its other shareholder proposals

More information available at www.KobayashiCorpGov.com

HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 13.1% of Japanese pharmaceuticals and food products manufacturer Kobayashi Pharmaceutical Co., Ltd. (4967 JT) (“Kobayashi Pharma” or the “Company”).

On February 10, 2026, the Board of Directors of Kobayashi Pharma announced its opposition to all of Oasis’s shareholder proposals. Even more concerning, in reaching this decision, Kobayashi Pharma refused to meet with Hitoshi Kawaguchi, whom Oasis had proposed as an outside statutory auditor candidate. Oasis believes this clearly demonstrates the Company’s disregard for its largest shareholder (and all of its minority shareholders) and its unwillingness to engage in constructive dialogue.

At the same time, Kobayashi Pharma has submitted a proposal to amend its Articles of Incorporation to transition to the status of a Company with an Audit and Supervisory Committee, which in substance nullifies Oasis’s proposal to elect Mr. Kawaguchi as a statutory auditor. Although Oasis generally supports the separation of business execution and oversight achieved by transitioning to a Company with an Audit and Supervisory Committee, in the case of Kobayashi Pharma, Oasis is concerned that such a transition may further entrench the control of the founding family.

In fact, the Company’s proposed amendments to its Articles of Incorporation state that, “the Board of Directors may, by resolution, delegate all or part of decisions on important business execution (…) to Directors.” In Oasis’s view, given that the founding family already exerts significant influence over Kobayashi Pharma, contrary to the Company’s stated intent, this provision risks facilitating a further transfer of authority to the founding family, thus making its grip on the Company even stronger.

Moreover, as demonstrated by past examples of Japanese listed companies transitioning to Companies with an Audit and Supervisory Committee, such transitions have typically been implemented with a clear intention to delegate more authority to those in charge of business execution.

Examples of transitions to a Company with an Audit and Supervisory Committee in Japan include:

• Toyota Motor Corporation: “To further invigorate the Board of Directors by having both internal and external members of the Board participate in discussions without being constrained by their positions, while at the same time further accelerating decision-making through greater delegation of authority to executives and strengthening the Board’s monitoring function.”
• JXTG Holdings, Inc.: “By substantially delegating authority from the Board of Directors to execution centered on the Group CEO, we will accelerate swift business operations driven by the initiative of the executive side, based on clearly articulated medium- to long-term strategies.”
• Furukawa Electric Co., Ltd.: “Under this structure, the Board of Directors will broadly delegate decisions on business execution to the management team, thereby further accelerating decision-making at the Company level and strengthening our business execution capabilities.”

As illustrated above, a transition to a Company with an Audit and Supervisory Committee is typically intended to delegate more authority to the executive side and, in the case of Kobayashi Pharma, Oasis believes there is a serious risk that this will, in practice, reinforce the founding family’s control over the Company. This scheme will only work with companies that have appropriately functioning corporate governance structures, and does not apply to Kobayashi Pharma. Accordingly, Oasis urges all shareholders of Kobayashi Pharma to vote against the following proposals:

Vote AGAINST:

- The Company’s proposed amendment to the Articles of Incorporation to transition to a Company with an Audit and Supervisory Committee
- Reelection of board directors:

• Mr. Akihiro Kobayashi
• Mr. Yoshiro Katae

Vote FOR:

- Oasis’s proposed amendments to the Articles of Incorporation:

• Change of the Person Authorized to Convene and Chair Board Meetings to Outside Directors
• Sharing Monthly Reports with Outside Directors
• Implementation of Thorough Quality and Safety Management

We call on all shareholders who care about improving Kobayashi Pharma’s compliance with health and safety standards through the restoration of effective corporate governance to vote FOR Oasis’s proposals and to vote AGAINST the Company’s proposed change to the Articles of Incorporation and the re-election of Mr. Akihiro Kobayashi and Mr. Yoshiro Katae.

To learn more about Oasis’s proposals, please visit www.KobayashiCorpGov.com. We welcome all stakeholders to contact Oasis at [e-mail] to help improve Kobayashi Pharma’s corporate governance and, thus, ensure consumer safety.

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Oasis 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 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.