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

*Recent problematic actions include the ousting of an outside director from the Board for voicing a legitimate governance concern; introduction of new takeover defense measures; and the transfer of listing-market without appropriate explanation

*To Protect Aoki, Aoki shareholders should vote AGAINST the proposed Takeover Defense Measures

More information available at www.ProtectAoki.com/

Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own approximately 11.8% 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 of 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 takeover defense measures (the “Takeover Defense Measures”) as agenda item 2 at the upcoming Extraordinary General Meeting of Shareholders (“EGM”) to be held in February 2026. The EGM is being introduced by the Company for the benefit of the Aoki Brothers and the Aoki Family at the expense of the shareholders’ common interests and minority shareholders’ interests.

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 -- which were issued at a more-than 99% discount to fair value and caused a 11.1% dilution to existing shareholders -- as corporate value destructive and benefiting only the Aoki Brothers and Aoki Family.

Now the Aoki Brothers have gone so far as effectively ousting an outside director from the Board for voicing a legitimate governance concern and are attempting to introduce new takeover defense measures. Aoki is also applying for a listing-segment transfer from the Tokyo Stock Exchange Prime Market to the Tokyo Stock Exchange Standard Market and a new listing at the Nagoya Stock Exchange Main Market (collectively, the “Listing-Segment Transfer”). These actions are riddled with issues, as set out below:

• Issues with the Takeover Defense Measures
  • As a large shareholder of the Company, the Aoki Family already exercises de facto control over Aoki, and therefore there are no shareholders’ common interests or minority shareholders’ interests that would be protected by the proposed Takeover Defense Measures. Moreover, the confirmation of shareholders’ intent at the EGM does not confirm the intention of minority shareholders.
  • Despite the fact that the Aoki Brothers and the Aoki Family, who were already large shareholders, increased their voting power through the large-scale issuance and exercise of the Stock Options in their favor, the Takeover Defense Measures would effectively allow the Board of Directors, at its sole discretion, to dilute other shareholders seeking to acquire more than 20% of the Company’s shares. As such, the Takeover Defense Measures are highly discriminatory against minority shareholders.
  • Furthermore, the members of the Company’s Independent Committee, supposedly established to ensure “independence” in the activation of the Takeover Defense Measures, have been selectively chosen from among Aoki’s outside directors who lack board experience at other listed companies.

• Issues with the Listing-Segment Transfer
  • The rationale for the Listing-Segment Transfer has not been adequately explained, including why such a change is necessary and how it would contribute to enhancing corporate value.
  • One of the reasons reportedly cited for the Listing-Segment Transfer is a decline in the free float ratio; however, the Aoki Family is responsible for this decline as they issued the Stock Options to themselves and subsequently exercised them.
  • There have been media reports that the Aoki Brothers demanded the resignation of Outside Director, Mr. Okada, who opposed the Listing-Segment Transfer. Subsequently, Mr. Okada resigned from his position as a Director. The Listing-Segment Transfer created a highly unusual circumstance, in which an opposing director was effectively ousted from the board, without due consideration for the shareholders’ common interests or minority shareholders’ interests.

The Aoki Brothers have continued to insist that all of these actions, starting from the Stock Options to the Takeover Defense Measures, are for the benefit of the shareholders’ common interests.

But, shareholders should not be deceived -- this is all for the interests and corporate control of the Aoki Brothers and the Aoki Family at the cost of shareholders’ common interest and minority shareholders’ interests. The Aoki Brothers have repeatedly failed to act as responsible leaders and directors of a listed company and should be held accountable for their actions.

Recently, Aeon, Aoki’s business and capital alliance partner, terminated its capital and business alliance with Aoki. In doing so, Aeon publicly criticized Aoki’s corporate governance in exceptionally strong terms that are rarely seen in capital and business alliance relationships in Japan. Such harsh public criticism by Aeon, an alliance partner that had maintained a long-standing relationship with Aoki, including the secondment of directors, and a deeper understanding of Aoki corporate governance than general shareholders, further reinforces Oasis’s longstanding view that Aoki has serious deficiencies in its corporate governance.

To Protect Aoki, Aoki shareholders should vote AGAINST the proposed Takeover Defense Measures at the EGM.

For more information, please visit www.ProtectAoki.com/. We welcome all stakeholders to contact Oasis at info@protectaoki.com to help improve Kusuri No Aoki’s corporate governance.

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 for 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 opinions contained in this press release (referred to as the "Document") are provided by Oasis Management Company (“Oasis”) for informational or 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. 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 notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except in the event that Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204432610/en/