Publication of supplementary materials regarding shareholder proposal made to With us Corporation

株式会社ウィザスに対する株主提案に関する補足資料の公表

Press Release

Global ESG Strategy
May 31, 2024

Supplemental materials

https://prtimes.jp/a/?f=d135781-11-d41d5366230dec8ca0d163d0ce0b3c8d.pdf

https://prtimes.jp/a/?f=d135781-11-09114f575fbf74d0d17c8ef369ca28f0.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.

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.

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、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。GESが2024年6月開催予定の定時株主総会に、提出した株主提案に関して補足資料を開示致しましたのでお知らせいたします。

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 was 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.