Oasis urges all Kobayashi Pharma shareholders to vote FOR Oasis’s proposals at the 2026 AGM in March
Vote FOR: Election of a new statutory auditor candidate:
• Mr. Hitoshi Kawaguchi
Vote FOR: 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
Vote AGAINST: Re-election of the following incumbent Directors:
• Mr. Akihiro Kobayashi
• Mr. Yoshiro Katae
Please click HERE to view Oasis’s presentation materials
Oasis, the largest shareholder of Kobayashi Pharma, has been actively engaging with the Company over the last several years to improve its corporate governance and internal control system, with a focus on its quality assurance measures. As part of our efforts, we called for an extraordinary general shareholders’ meeting in February 2025 and we initiated a shareholder derivative lawsuit against the Company’s board of directors to hold them accountable for their conduct and failures related to the Beni-Koji incident. Oasis believes that the corporate governance reforms at Kobayashi Pharma are not yet complete. Kobayashi Pharma continues to be overly influenced by the founding family, and improved quality assurance measures have not been fully implemented, as evident from a recent product recall.
To address Kobayashi Pharma’s ongoing issues, Oasis has decided to take action as a responsible shareholder by submitting the shareholder proposals described below for the upcoming Kobayashi Pharma annual general meeting to be held in March 2026 (the “2026 AGM”). Oasis urges fellow shareholders to vote FOR the Oasis shareholder proposals at the 2026 AGM and AGAINST the reelection of Mr. Akihiro Kobayashi and Mr. Yoshiro Katae as directors of the Company. Details of Oasis’s shareholder proposals are as follows:
Vote FOR:
Election of a new statutory auditor candidate:
· Mr. Hitoshi Kawaguchi: Mr. Kawaguchi possesses extensive experience overseeing multiple departments as an executive officer of listed companies and has also served as an outside director of Mitsubishi Motors during its fuel economy fraud scandal, providing management advice as an outside director to strengthen the company's compliance framework and restore its performance. Additionally, during the 2018 discovery of violations of the Financial Instruments and Exchange Act by then-Chairman Carlos Ghosn at Nissan Motor Co., Ltd., Mr. Kawaguchi raised the allegations of the violations in order to improve the company's governance. Oasis believes that he will provide particularly valuable oversight regarding the management's execution of duties concerning the establishment and operation of internal control systems.
Vote FOR:
Amendments to the Articles of Incorporation:
· Change of the Person Authorized to Convene and Chair Board Meetings to Outside Directors: Kobayashi Pharma previously stated that, as part of its recurrence prevention measures following the Beni-Koji incident, it would amend its articles of incorporation to change the person who holds the right to convene and chair board meetings, in both cases, to outside directors, thereby strengthening the supervisory function of the board of directors. However, the Company’s own proposal to amend the articles of incorporation at the March 2025 annual general meeting of shareholders (the “2025 AGM”) was rejected due to opposition from founding family shareholders, meaning the change to a board chair system has not yet been implemented. To prevent the recurrence of major corporate scandals, it is necessary to promptly implement the change to a board chair system.
· Sharing Monthly Reports with Outside Directors: At Kobayashi Pharma, outside directors constitute a majority of the board of directors. Therefore, it is necessary to establish a system through which important internal information is shared with outside directors in a timely manner. It is also important for outside directors to receive the same information as full-time statutory auditors, without selective filtering of information by specialized committees.
· Implementation of Thorough Quality and Safety Management: Although Kobayashi Pharma adopted “quality and safety awareness reform” as part of its recurrence prevention measures, it announced a voluntary recall on September 9, 2025, for “Men's Keshimin Premium All-in-One Cream”. The Company had previously announced a voluntary recall for a similar product on March 24, 2023. To ensure quality and safety assurance measures are implemented, it is necessary to enhance employee quality awareness and ensure safety management by adding a provision in the articles of incorporation concerning thorough quality and safety control. We call on all shareholders who care about improving Kobayashi Pharma’s compliance and health and safety standards through the restoration of effective corporate governance to vote FOR Oasis’s proposals and to vote AGAINST the re-election of Mr. Akihiro Kobayashi and Mr. Yoshiro Katae.
Vote AGAINST:
Reelection of board of director:
· Mr. Akihiro Kobayashi: Oasis believes that Mr. Kobayashi was one of the root-causes of the Beni-Koji incident and that he is continuing to exert influence on Kobayashi Pharma, which prevents the Company from achieving its commitment to break free from the influences of the founding family. Additionally, regarding the reason for appointing him as the director in charge of victim compensation after his resignation as representative director, the board summary concerning the Beni-koji incident stated that, “making every effort to compensate the victims is the top priority, and it is meaningful for Mr. Akihiro Kobayashi, who comes from the founding family, to remain on the board and be dedicated solely to handling compensation.” However, in practice, he has taken on additional responsibilities beyond victim compensation, such as serving as a member of the executive Compensation Committee, deviating from the original reasons for his selection.
· Mr. Yoshiro Katae: Mr. Katae is the only remaining outside director who continued to serve after the Beni-Koji incident. The notice of convocation issued prior to the Beni-Koji incident described Mr. Katae as having, “a high level of expertise in crisis management and compliance”. Such expertise was not meaningfully applied, contributing to the escalation of harm in this incident.