\n*ISS and Glass Lewis, the world\u2019s leading proxy advisory firms, recommend that Kyocera shareholders vote AGAINST the Company\u2019s proposal to re-elect Chairman Yamaguchi and in FAVOR of Oasis\u2019s shareholder proposal seeking his removal<\/i><\/b><\/p>
\n*Both firms also recommended to vote FOR Kotaro Okamura as an independent director nominated by Oasis, recognising his extensive expertise in capital policy and portfolio management, which they believe is well suited to addressing the challenges facing Kyocera<\/i><\/b><\/p>
\n*ISS also recommended voting FOR a share buyback of JPY350 billion proposed by Oasis, highlighting Kyocera\u2019s excessive net cash balance that represents more than 40% of its market capitalization and Kyocera\u2019s need to improve capital efficiency<\/i><\/b><\/p>
\n*Oasis encourages shareholders to support a constructive reform agenda focussed on disciplined capital allocation, portfolio focus, independent oversight and sustainable value creation<\/i><\/b><\/p>
\nMore information available at <\/i><\/b>abetterkyocera.com<\/i><\/b><\/a><\/p> HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. (\u201cOasis\u201d), the investment manager to private funds that owns shares in KYOCERA CORPORATION (\u201cKyocera\u201d or the \u201cCompany\u201d), today welcomed the recommendations of the two leading independent proxy advisory firms, Institutional Shareholder Services (\u201cISS\u201d) and Glass Lewis & Co. (\u201cGlass Lewis\u201d), in connection with the Company\u2019s AGM scheduled for June 25, 2026.<\/p> \nISS and Glass Lewis recommend that Kyocera shareholders:<\/p> \nISS also recommends that shareholders vote FOR Oasis\u2019s shareholder proposal for a share buyback of JPY350 billion (Proposal No. 9).<\/p> \nOasis believes that these recommendations provide important independent validation of its stewardship case: Kyocera has valuable businesses, strong technological capabilities and a distinguished history of innovation, but its return profile and market valuation do not yet fully reflect that potential. Oasis believes the 2026 AGM provides shareholders with an opportunity to support stronger accountability, improved capital discipline and enhanced independent oversight.<\/p> \nKyocera's Long-Term Potential Requires Stronger Capital Discipline and Focus<\/b><\/p> \nAs a committed long-term shareholder, Oasis believes Kyocera can deliver substantially greater value for all stakeholders. To help unlock this potential, Oasis is advocating a constructive reform agenda focused on more disciplined capital allocation, a sharper and more focused business portfolio, stronger independent oversight, and a clearer path to sustainable value creation and higher returns.<\/p> \nAs part of its \u201cA Better Kyocera\u201d campaign, Oasis has submitted formal shareholder proposals for the upcoming AGM calling for: (i) a JPY 350 billion share buyback in fiscal year ending March 2027 (Proposal No. 9); (ii) the removal of Chairman Goro Yamaguchi (Proposal No. 10); and (iii) the appointment of Kotaro Okamura as an external director (Proposal No. 11 and No. 12).<\/p> \nIndependent Proxy Advisor Recommendations Reinforce the Need for Accountability<\/b><\/p> \nBoth ISS and Glass Lewis identified significant concerns regarding Kyocera\u2019s capital efficiency and capital allocation and concluded that Chairman Yamaguchi, as the Company\u2019s top management, bears responsibility for these challenges. They further noted that the measures currently being pursued by Kyocera are insufficient to address these issues and that more far-reaching reforms, such as those proposed by Oasis, are necessary. Oasis believes this view is consistent with the stewardship principle that long-term underperformance should be matched by clear accountability and credible reform.<\/p> \nISS noted Kyocera\u2019s weak capital efficiency, including an average ROE of only 3.6% over the past five years, as well as capital allocation issues reflected in the Company\u2019s cross-shareholdings.<\/p> \nGlass Lewis likewise expressed concerns regarding Kyocera\u2019s persistently low ROE and capital allocation practices, including the pace of progress in reducing cross-shareholdings and improving capital efficiency since Mr. Yamaguchi became President in 2013.<\/p> \nISS also highlighted that Kyocera\u2019s net cash position amounts to approximately 40% of its market capitalization. Oasis believes that returning a portion of excess capital through a disciplined share repurchase program can improve capital efficiency while preserving adequate resources for investment in Kyocera's core technologies and long-term growth opportunities.<\/p> \nPortfolio Focus and Peer Context<\/b><\/p> \nKyocera has emphasized that its share price performance since announcing its management reform initiatives has outperformed both TOPIX and the TOPIX Electric Appliances Index. Oasis believes shareholders should also consider performance relative to business-relevant peers and the opportunity cost of capital.<\/p> \nBetween January 1, 2026 and June 11, 2026, Kyocera\u2019s share price increased by 63.7%, while Ibiden, Murata Manufacturing, and Taiyo Yuden rose by 170.5%, 176.2%, and 369.8%, respectively. Oasis believes this comparison underscores the importance of a more focused business portfolio, improved capital allocation and stronger execution in areas where Kyocera can create sustainable competitive advantage.<\/p> \nStrengthening Oversight Through Kotaro Okamura<\/b><\/p> \nTo strengthen oversight of these two key management challenges -- capital efficiency and an overly diversified business portfolio -- Oasis has proposed the appointment of Kotaro Okamura as an independent Outside Director (Proposals No. 11 and No. 12). Both ISS and Glass Lewis recommended that shareholders vote in favor of Mr. Okamura\u2019s appointment.<\/p> \nOasis believes Mr. Okamura\u2019s experience serving as an outside director of a listed company, as well as his extensive expertise and proven track record in capital allocation and business portfolio transformation would add highly relevant independent perspective to Kyocera's Board at an important moment for the Company.<\/p> \nSeth Fischer, Founder & Chief Investment Officer of Oasis, said:<\/p> \n\"Kyocera is an important Japanese technology company with a distinguished history, valuable businesses and deep technical capabilities. Oasis has been invested in Kyocera for more than a decade because we believe in the Company's substantial long-term potential.<\/i><\/p> \nThe recommendations from ISS and Glass Lewis reinforce the need for stronger accountability, improved capital discipline and independent oversight. Our objective is not change for its own sake; it is to help Kyocera build on its strengths and deliver sustainable value for shareholders and other stakeholders.<\/i><\/p> \nWe remain committed to working constructively with Kyocera and supporting the reforms that can improve capital efficiency, sharpen the business portfolio and position the Company for stronger longer-term performance.\u201d<\/i><\/p> \nFull details can be viewed at abetterkyocera.com<\/a>. All stakeholders are encouraged to contact Oasis at info@abetterkyocera.com<\/a>.<\/p> \nOasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https:\/\/oasiscm.com<\/a>. Oasis has adopted the Japan FSA\u2019s \u201cPrinciples for Responsible Institutional Investors\u201d (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies.<\/b><\/p> \nOasis is not in any way soliciting or requesting shareholders to jointly exercise their voting rights together with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as \u201cJoint Holders\u201d under the Japanese large shareholding disclosure rules, and they must file a notification of their aggregate share ownership with the relevant Japanese authority for public disclosure. Oasis disclaims any intention to be treated as a Joint Holder and\/or a Specially Related Person with any other shareholder under the Japanese Financial Instruments and Exchange Act (\u201cFIEA\u201d) by virtue of the expression of views and opinions and\/or any engagement with shareholders and other third parties in or through this document, any public statements or any other information or materials created and\/or published by Oasis (whether written or oral, and regardless of medium). Oasis has no intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. This document exclusively represents the opinions, interpretations, and estimates of Oasis. Oasis is expressing such opinions solely in its capacity as an investment advisor to the Oasis funds. Oasis and\/or the investment funds it advises hold, and may in the future hold, investments in the company referenced in this document. Accordingly, the views and opinions expressed in this document should not be regarded as impartial. Nothing in this document should be taken as any indication of Oasis\u2019s current or future trading, voting or other intentions which may change at any time. Nothing stated herein is intended to be or should be construed as a proposal for the purposes of paragraph 1 of Article 14-8-2 of the Order for Enforcement of the FIEA (Cabinet Order No 321 of 1965), as amended by Cabinet Order No 247 of 4 July 2025 or otherwise, unless otherwise expressly indicated. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.<\/b><\/p>\n