Please click HERE to view Oasis’s additional presentation materials, and please click HERE to view Oasis’s presentation materials on details of our proposal.
Oasis urges all Kobayashi Pharma shareholders to vote FOR Oasis’s proposals, and AGAINST Transition to a Company with an Audit and Supervisory Committee and reelection of Akihiro Kobayashi and Yoshiro Katae at March 2026 AGM
Vote FOR: Oasis’s 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: Kobayashi Pharma’s Amendments to the Articles of Incorporation
Amendment to the Articles of Incorporation to transition to a Company with an Audit and Supervisory Committee
Vote AGAINST: Re-election of the following incumbent Directors:
Mr. Akihiro Kobayashi
Mr. Yoshiro Katae
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.