Oasis Urges Aoki Shareholders to Protect Aoki and Vote AGAINST the Reelection of Mr. Hironori Aoki (Stock Code: 3549 JT)

*Aoki continues to engage in bad governance to support the interests of and corporate control by the Aoki Family at the cost of the shareholders’ common interests and minority shareholders’ interests

*Recent problematic actions include ousting of outside directors from the Board for voicing legitimate governance concerns; introduction of takeover defense plan; and the transfer of listing-market from the TSE Prime Market to the TSE Standard Market, a market with lower listing standards without appropriate explanation

* To Protect Aoki, Aoki shareholders should vote AGAINST the reelection of Mr. Hironori Aoki

More information available at www.ProtectAoki.com/

HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own approximately 14.1 % of drugstore operator KUSURI NO AOKI HOLDINGS CO., LTD. (3549 JT) (“Kusuri No Aoki” or “Aoki” or the “Company”). Oasis has adopted the Japan FSA’s “Principles for Responsible Institutional Investors” (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with its investee companies.

Oasis, a long-term shareholder of Aoki, urges its fellow shareholders to vote AGAINST the reelection of Mr. Hironori Aoki as a director at the upcoming Annual General Meeting of Shareholders (“AGM”) to be held in August 2026.

Oasis has long criticized the issuance and exercise of the stock options (the “Stock Options”) issued only to the Aoki Brothers based on the board resolution dated January 9, 2020 -- which were issued at a more-than 99% discount to fair value and caused a 11.1% dilution to existing shareholders -- as benefiting only the Aoki Brothers and Aoki Family at the expense of the interests of minority shareholders.

Oasis’s findings through the shareholder derivative lawsuit brought by Oasis on behalf of all shareholders have further revealed that Plutus’s assertion that “there is no correlation between share price and ordinary income,” which serves as the principal basis for the significant discount applied to the Stock Options, is based on flawed analysis, including an error in the data used.

New concerns regarding the Stock Options that have been discovered through the shareholder derivative lawsuit include:

• Concern 1: avoidance of data disclosure for a prolonged period

• Oasis requested disclosure of the data underlying Plutus’s analysis that supported its claim that “there is no correlation between share price and ordinary income”. However, Plutus submitted an entirely different analysis to the court and was slow to disclose the data for the original analysis
• Only after further inquiry from Oasis, Plutus disclosed the data used in the original analysis

• Concern 2: errors in the data

• In response to Oasis’s repeated request for disclosure, Plutus did disclose the data underlying its correlation analysis, but in doing so it explained as follows:
  • “Because the ordinary income data had been entered starting from the ordinary income figure for May 30, 2013, shifted by one year, the entire ordinary income column was off by one year.”
• In addition to the above, the data used by Plutus contains errors in the quarter-end dates.
• Furthermore, the share price data that Plutus used has also been revised without any explanation.

• Concern 3: lack of consistency in the methodologies for the correlation analyses

• The newly disclosed analysis uses different methodologies to calculate the rate of change compared to the original analysis, and the analyses therefore lack consistency

• Concern 4: Plutus’s correlation coefficient diverges from reality

• Even setting aside the problems described above, plotting the data makes it visually clear that there is a correlation between share price and ordinary income, demonstrating that Plutus’s analytical method is unreasonable
• This includes using untraditional QoQ for analyzing business performance which does not adjust for the seasonality in the underlying business, instead of YoY that is commonly used

Further, governance concerns outside of the Stock Options include the Listing-Segment Transfer (the transfer of listing from the Tokyo Stock Exchange Prime Market to Tokyo Stock Exchange Standard Market and new listing to the Nagoya Stock Exchange Main Market) and the effective removal of directors who voiced concerns, the introduction of the takeover defense plan that was opposed by more than 90% of minority shareholders, and failure to fulfill accountability by Aoki and Mr. Hironori Aoki. All these actions serve the interests of the Aoki Family at the expense of the interests of general shareholders.

Mr. Hironori Aoki has repeatedly failed to uphold even the minimum responsibilities required of a director of a listed company. He should be held accountable for that failure.

To Protect Aoki, Aoki shareholders should vote AGAINST the proposed reelection of Mr. Hironori Aoki at the AGM.

For more information, please visit www.ProtectAoki.com/. We welcome all stakeholders to contact Oasis at [e-mail] to help improve Kusuri No Aoki’s corporate governance.

Oasis is not in any way soliciting or requesting shareholders to jointly exercise their voting rights together with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as “Joint Holders” under the Japanese large shareholding disclosure rules, and they must file a notification of their aggregate share ownership with the relevant Japanese authority for public disclosure. Oasis disclaims any intention to be treated as a Joint Holder and/or a Specially Related Person with any other shareholder under the Japanese Financial Instruments and Exchange Act (“FIEA”) by virtue of the expression of views and opinions and/or any engagement with shareholders and other third parties in or through this document, any public statements or any other information or materials created and/or published by Oasis (whether written or oral, and regardless of medium). Oasis has no intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. This document exclusively represents the opinions, interpretations, and estimates of Oasis. Oasis is expressing such opinions solely in its capacity as an investment advisor to the Oasis funds. Oasis and/or the investment funds it advises hold, and may in the future hold, investments in the company referenced in this document. Accordingly, the views and opinions expressed in this document should not be regarded as impartial. Nothing in this document should be taken as any indication of Oasis’s current or future trading, voting or other intentions which may change at any time. Nothing stated herein is intended to be or should be construed as a proposal for the purposes of paragraph 1 of Article 14-8-2 of the Order for Enforcement of the FIEA (Cabinet Order No 321 of 1965), as amended by Cabinet Order No 247 of 4 July 2025 or otherwise, unless otherwise expressly indicated. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.