Fujitec Co., Ltd.: Our Opinion on Glass Lewis’ Voting Recommendations on the Agenda Items to be Proposed at the Extraordinary General Meeting of Shareholders

HIKONE, Japan–(BUSINESS WIRE)–Fujitec Co., Ltd. (TOKYO:6406):

As announced in the “Notice Concerning the Board of Directors’ Position on the Agenda Item to be Submitted by the Company and the Agenda Items Proposed by a Shareholder for the Upcoming Extraordinary General Meeting of Shareholders” (“the Press Release”) dated January 20, 2023 and in “the Notice of Convocation of the Extraordinary General Meeting of Shareholders” (“the Convocation Notice”) dated February 9, 2023, Agenda Item No. 1, which is a management proposal (“the Management Proposal”), and Agenda Items No. 2 through No. 7, which are shareholder proposals (“the Shareholder Proposals”), will be placed on the agenda at our Extraordinary General Meeting of Shareholders to be held on February 24, 2023, following the shareholder proposal submitted by Oasis Japan Strategic Fund Ltd. (“the Shareholder Proponent”). With respect to the above Glass Lewis (“GL”), has issued a report (“GL Report”) recommending voting “AGAINST” a portion of the Management Proposal and voting “FOR” a portion of the Shareholder Proposal.

Our Board of Directors are in support of the Management Proposal and are opposed to theShareholder Proposal, and the details of our Board’s opinion are set forth in the Press Release, the Convocation Notice, and the January 30, 2023 press release entitled “Statement on Oasis’ claims and its request for an Extraordinary Shareholders’ Meeting” and the “Supplementary Material Regarding our statement on Oasis’ Claim” (“Our Opinion Material”).

We held an engagement meeting with GL to accurately convey our opinions and concerns about the Shareholder Proponent and the Shareholder Proponent’s Proposal to GL before the GL Report was issued. Although a portion of the contents of the GL Report issued by GL show that they recognized our statement and supported part of our Board of Directors’ opinion, we are concerned about the overall content and tone of the GL Report, and therefore express regret toward GL’s overall judgement and provide our views on the GL Report as follows.

Please see our document for more information

To our shareholders (Updates: Feb. 16, 2023)
https://www.fujitec.com/announcement/3082

Our Request for You to Consider When Exercising Your Voting Rights

If, as recommended by GL, a portion of the Shareholder Proponent’s proposal is approved, and if the election of the Shareholder Proponent’s Outside Directors to our Board of Directors is realized, we are concerned that the management of our Company will become unstable. The construction industry, to which we belong, is characterized by the importance of trust gained from long-term business relationships, etc. If the Shareholder Proponent’s, who is an activist fund in Hong Kong, proposal is approved, there will be a serious effect on our Company’s future.

To all of our shareholders, we kindly request you to please refer to the Press Release on the GL Report, the Convocation Notice, Our Opinion Materials and consider our initiatives to raise our corporate value while exercising your voting rights at the Extraordinary General Meeting of Shareholders.

Contacts

Fujitec Co., Ltd.

ir@jp.fujitec.com