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Kyoto District Court Confirms Validity of RMB�s Shareholder Proposal at Faith for a Spin-off IPO of Nippon Columbia

CHICAGO--(BUSINESS WIRE)--RMB Capital (�RMB�), a Chicago-based independent investment advisory firm, is a long-term shareholder of Faith Ltd. (4295 JP, �Faith�) and owns approximately 10% of the firm�s total outstanding shares.

The Kyoto District Court (�the Court�) confirmed the validity of RMB�s shareholder proposal to spin-off Nippon Columbia (�the Proposal�) at the 29th annual general shareholders� meeting at Faith, scheduled for June 2021 (�the AGM�). The court�s ruling was issued on the petition for provisional disposition filed by RMB in May. The Court declined RMB�s request to add the Proposal at the AGM due to time constraints, however.

The Court�s ruling confirms that Faith�s board has unfairly refused to include the Proposal and that the board�s decision is inappropriate and unlawful and suppresses shareholders� opportunity to discuss this important managerial decision at the AGM. RMB believes the Court�s decision implies Faith�s board completely lacks a law-abiding spirit and effective corporate governance system, both of which need to be addressed immediately to protect the interest of minority shareholders. Further, RMB demands that Faith�s independent directors investigate the board�s decision-making process in rejecting the Proposal, then disclose the details of that investigation to the shareholders immediately.

RMB hopes to realize the spin-off IPO of Nippon Columbia and improvement in the compliance and corporate governance system at Faith through the nomination of the outside director proposed by RMB as the AGM item # 4, on which RMB once again calls for minority shareholders to support, along with item # 3 (share repurchase proposal).

Please refer to Faith Activism for RMB�s past press releases.

About RMB Capital�

Headquartered in Chicago, RMB Capital is an independent investment advisory firm that serves high-net-worth individuals and families as well as institutional investors. Its businesses include wealth management, family office services, asset management, and retirement plan consulting. Its asset management business specializes in long-term, concentrated, active investing strategies with coverage that spans the market-cap spectrum and the globe. To learn more about RMB, visit https://rmbcapital.com.


Media Contact:

Ilhwa Lee

RMB Capital

[email protected]

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