Shareholder Proposal to With us Corporation

株式会社ウィザスに対する株主提案について

Press Release

Global ESG Strategy
31 May 2024

Shareholder Proposal to With us Corporation

Full Press Release

https://prtimes.jp/a/?f=d135781-10-93c21c97e1cc1e7568d416441aa285e5.pdf

Campaign Site

https://unleash-withus.com/

Swiss-Asia Financial Services Pte Ltd (SAFS) manages the Global ESG Strategy fund (GES), an investment fund that carries out longer-term investment activity from an ESG (Environment, Social and Governance) perspective. The policy of the fund is to fulfill its role as a responsible investor by engaging in constructive dialogue and pushing listed companies in Japan towards achieving a longer-term improvement in corporate and shareholder value.

GES started investing in With us Corporation (“With us” or the “Company”, securities code: 9696), which is listed on the TSE Standard Market, in 2023, and has been engaging with management since then. At present, funds managed by SAFS hold around 19% of the voting rights for With us. To date, the Company has been affected by serious governance issues related to the founding family, and it is clear that management has been blatantly ignorant of the capital efficiency expected from listed companies.

More specifically, management policy at With us ignores both the cost of capital and capital efficiency, and its share price has dropped to a sector low. One reason for this is the huge net cash position, which completely ignores capital efficiency and for which the Company has no basic financial policy in place to address. A corporate culture that allows such unjustifiable cash accumulation is clearly contrary to the TSE’s call for management to take “more consideration of cost of capital and profitability based on the balance sheet”.
Moreover, the Company provides a privileged position and special remuneration to the founder and founding Horikawa family. This allows founding family members to serve simultaneously on rival company boards, distributes profits to founding family members through the acquisition of subsidiary equity, and has allowed to Company to introduce and maintain takeover prevention measures designed to protect the founding family. As a result, despite being a listed company, With us gives undue consideration to one group of shareholders – the founding family – and channels profits in their direction. This is detrimental both to the growth that any listed company should aim for, and the realization of the common interests of shareholders.

To date, through dialogue with With us management, GES has requested improvement in these issues. However, management has consistently argued that there is nothing inappropriate about its policies, meaning that there is no sign of the Company undertaking improvements on its own initiative. For this reason, we have submitted the following shareholder proposals to the Annual General Meeting of Shareholders scheduled for June 2024, with the aim of achieving radical governance reform and improved capital efficiency.
The proposal consists of a total of 10 resolutions, described in the Appendix, with the following four goals: 1) Large-scale shareholder returns to help improve capital efficiency; 2) Governance reform aimed at freeing the Company from anachronistic management that prioritizes and favors the founding family; 3) The promotion of constructive dialogue with shareholders; and 4) The discontinuation of anti-takeover prevention measures designed to protect the vested interests of the founder and associates.

　GES hopes that by submitting these shareholder proposals and publicizing them to With us shareholders, it will help to resolve the critical governance failings, promote management that genuinely pursues capital efficiency, and maximizes the common interests of all shareholders.

Swiss-Asia Financial Services Pte Ltd（以下「SAFS」）の運営ファンドであるGlobal ESG Strategy（以下「GES」）は、ESG（Environment（環境）, Social（社会）及びGovernance（ガバナンス））の視点から中長期的な投資を行う投資ファンドであり、責任ある投資家として、建設的な対話等を通じ、日本の上場会社の中長期的な企業価値・株主価値の向上を実現することを後押ししていくことを運用方針としています。

GESは2023年より東証スタンダード上場の株式会社ウィザス（以下「ウィザス」）（証券コード：9696）に対する投資を開始し、同社へのエンゲージメントを継続してまいりました。現在、SAFSの運営ファンドにてウィザスの株式を議決権にて約19%保有しています。これまでの間、同社が創業家の関わるガバナンス上の深刻な問題点を抱えており、また、上場企業として求められる資本効率に対して無自覚な経営が漫然と行われていることが明らかとなりました。

GESはこれまで、ウィザス経営陣との対話を通じて、これらの問題点及び課題の改善を求めてきました。しかしながら、ウィザス経営陣は現状に何ら不適切な点はないとの説明に終始し、自発的に改善される兆しが見られないことから、このたび、2024年6月開催予定の定時株主総会に同社のガバナンス体制の根本的な改善と資本効率の改善を目的とする株主提案（以下「本提案」）を提出しました。
かかる本提案は、別紙のとおり、①資本効率の改善の一環としての大胆な株主還元、②創業家を優先・優遇する「番頭経営からの脱却」を図るガバナンス改革、③株主との建設的対話の促進、④創業者関係者らの既得権益を守るための買収防衛策の廃止を実現するための計10個の議案からなります。

GESは、これらの株主提案の実現及びウィザス株主の皆様への情報公開により、ウィザスのガバナンス上の深刻な問題点の解消と真に資本効率を追求する経営の実現を図り、株主共同の利益の最大化を目指してまいります。

Contact: 　[e-mail]

About Global ESG Strategy
Global ESG Strategy ("GES"), an investment fund that is managed by SAFS, makes medium- to long-term investments from an ESG (Environment, Social and Governance) perspective, and its policy is to promote improvements on enterprise value and shareholder value of investee companies through constructive dialogue with investee companies and other means.

About Swiss-Asia Financial Services
SAFS is founded in 2004, and is a Singapore based investment management company that holds a Capital Markets Services (CMS) License under the Singapore Securities and Futures Act (SFA).

Disclaimer

This document is for the purpose of providing information on shareholder proposal by Global ESG Strategy (“GES”) which is managed by Swiss-Asia Financial Services Pte Ltd (“SAFS”) to With us Corporation (“With us”) and should not be used for any other purpose.

The information contained in this document is based on SAFS’s independent research and analysis and publicly available information. We, SAFS, Global ESG Strategy and other SAFS’s affiliates (“SAFS et al.”), do not guarantee its accuracy, appropriateness or completeness.

This document represents the unique views, expectations and opinions of SAFS et al. and is subject to change. You may not rely on this material for any purpose whatsoever, nor should it be interpreted as investment, financial, legal, tax or other advice.

The information and opinions included herein may include forward-looking statements. You should be aware that all forward-looking statements, estimates, and projections are inherently uncertain and subject to significant contingencies and have been included solely for illustrative purposes. Actual results may differ materially from the estimates, projections or assumptions contained herein due to reasons that may or may not be foreseeable. SAFS et al. accept no 3 liability or responsibility whatsoever for any direct or consequential loss and/or damages arising out of or in relation to any use of opinions, forecast, materials and data contained herein or otherwise arising in connection therewith. None of the information or content in this document is, in any way, an offer, a recommendation, a promotion of services or products; and shall not be construed as an advertisement, solicitation or representation or as advice or a recommendation regarding the purchase or sale of any investment product or any investment in any securities.

This document does not, and should not be construed as, a request for SAFS et al. to grant SAFS et al. or any other third party the authority to exercise voting rights on behalf of the shareholders of With us with respect to the agenda at the General Meeting of Shareholders. In addition, it does not propose, encourage, solicit or aim to grant the shareholders of With us the right to exercise their voting rights on their behalf by designating SAFS et al. or any other third party as their proxy.