Oasis, a long-term shareholder of Aoki, urges its fellow shareholders to vote AGAINST the reelection of Mr. Hironori Aoki as a director at the upcoming Annual General Meeting of Shareholders (“AGM”) to be held in August 2026.  

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, 2020 -- which were issued at a more-than 99% discount to fair value and caused a 11.1% dilution to existing shareholders -- as benefiting only the Aoki Brothers and Aoki Family at the expense of the interests of minority shareholders.

 Oasis’s findings through the shareholder derivative lawsuit have further revealed that Plutus’s assertion that “there is no correlation between share price and ordinary income,” which serves as the principal basis for the significant discount applied to the Stock Options, is based on flawed analysis, including an error in the data used.

New concerns regarding the Stock Options that have been discovered through the shareholder derivative lawsuit include:

  • Concern 1: avoidance of data disclosure for a prolonged period

    • Oasis requested disclosure of the data underlying Plutus’s analysis that supported its claim that “there is no correlation between share price and ordinary income”. However, Plutus submitted an entirely different analysis to the court and was slow to disclose the data for the original analysis

    • Only after further inquiry from Oasis, Plutus disclosed the data used in the original analysis

  • Concern 2: errors in the data

    • In response to Oasis’s repeated request for disclosure, Plutus did disclose the data underlying its correlation analysis, but in doing so it explained as follows:

      • “Because the ordinary income data had been entered starting from the ordinary income figure for May 30, 2013, shifted by one year, the entire ordinary income column was off by one year.”

    • In addition to the above, the data used by Plutus contains errors in the quarter-end dates.

    • Furthermore, the share price data that Plutus used has also been revised without any explanation.

  • Concern 3: lack of consistency in the methodologies for the correlation analyses

    • The newly disclosed analysis uses different methodologies to calculate the rate of change compared to the original analysis, and the analyses therefore lack consistency

  • Concern 4: Plutus’s correlation coefficient diverges from reality

    • Even setting aside the problems described above, plotting the data makes it visually clear that there is a correlation between share price and ordinary income, demonstrating that Plutus’s analytical method is unreasonable

    • This includes using untraditional QoQ for analyzing business performance which does not adjust for the seasonality in the underlying business, instead of YoY that is commonly used

Further, governance concerns outside of the Stock Options include the Listing-Segment Transfer (the transfer of listing from the Tokyo Stock Exchange Prime Market to Tokyo Stock Exchange Standard Market and new listing to the Nagoya Stock Exchange Main Market) and the effective removal of directors who voiced concerns, the introduction of the takeover defense plan that was opposed by more than 90% of minority shareholders, and failure to fulfill accountability by Aoki and Mr. Hironori Aoki. All these actions serve the interests of the Aoki Family at the expense of the interests of general shareholders.

Mr. Hironori Aoki has repeatedly failed to uphold even the minimum responsibilities required of a director of a listed company. He should be held accountable for that failure.

To Protect Aoki, Aoki shareholders should vote AGAINST the proposed reelection of Mr. Hironori Aoki at the AGM.