3D Releases Investor Presentation in Support of Its EGM Resolutions to Appoint Four New Outside Directors at Fuji soft Incorporated


TOKYO–()–3D Investment Partners Pte. Ltd. as investment manager of 3D OPPORTUNITY MASTER FUND (together “3D”) today published a presentation regarding its shareholder proposals to enhance board composition at Fuji soft Incorporated (“Fuji soft” or “the Company”) (9749.T). 3D has nominated four candidates to be added to the Fuji soft Board of Directors.

The presentation is available at:

https://www.3dipartners.com/engagement/fujisoft-presentation-on-shareholderproposal-en-202210.pdf

3D currently owns more than 21% of Fuji soft and is the Company’s largest shareholder. For more than two years, 3D has attempted to engage in a constructive dialogue with the Company on topics including capital allocation, profit margin and growth strategy to help increase corporate value. 3D has provided the Board of Directors and management with hundreds of pages of analysis and a comprehensive plan to help address what we believe are Fuji soft’s primary shortcomings, including the allocation of capital to low-return investments in office buildings, a suboptimal business configuration with undervalued listed subsidiaries, poor capital allocation, low profit margins and an unfocused growth strategy.

However, more than two years after the start of 3D’s engagement with the Company, Fuji soft has not made any meaningful changes and these issues remain unresolved. In August 2022, Fuji soft established the Corporate Value Enhancement Committee, but it is comprised of the entire Board of Directors – the same directors who have allowed these issues to persist. In our view, the Corporate Value Enhancement Committee, as currently comprised, is not capable of objectively evaluating and resolving the problems at Fuji soft.

In light of the challenges faced by Fuji soft, we believe that the Board and Corporate Value Enhancement Committee must be augmented with independent outside directors with deep expertise in real estate investment, capital allocation, margin improvement, growth strategies, and corporate governance. 3D’s proposal seeks to appoint four such directors, all of whom are completely independent of 3D and Fuji soft. We are confident that the appointment of these four outside directors will enhance the effectiveness of the Board of Directors, enabling it to thoroughly and objectively evaluate Fuji soft’s opportunities to increase corporate value.

As Fuji soft’s largest shareholder, 3D encourages its fellow shareholders review today’s presentation and other materials and to vote in favor of our proposal to appoint four new independent outside directors at Fuji soft’s upcoming Extraordinary General Meeting.

About 3D Investment Partners Pte. Ltd.

3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.

Disclaimer

This press release is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.

3D Investment Partners Pte. Ltd. and its affiliates and their related persons (“3DIP”) believe that current market price of Fuji soft does not reflect its instinct value. 3DIP acquired beneficially and/or economic interest based on its own idea that Fuji soft securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, Fuji soft securities. 3DIP intends to review its investments in the Fuji soft on a continuing basis and, depending upon various factors including, without limitation, the Fuji soft’s financial position and strategic direction, the outcome of any discussions with Fuji soft, overall market conditions, other investment opportunities available to 3DIP, and the availability of Fuji soft securities at prices that would make the purchase or sale of Fuji soft securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Fuji soft securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release.

3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or receiving any power or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce or require any person to cause other shareholders to represent such voting rights.

3DIP does not have the intention to make a proposal, directly or through other shareholders of Fuji soft, to transfer or abolish the business or asset of Fuji soft and/or Fuji soft group companies at the general shareholders meeting of Fuji soft. 3DIP does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of business of Fuji soft and/or Fuji soft group companies.

This press release may include content or quotes from news coverage or other third party public sources (“Third Party Materials”). Permission to quote from Third Party Materials in this press release may neither have been sought nor obtained. The content of the Third Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third Party Materials are independent of, and may have different views to 3DIP. The quoting Third Party Materials on this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third Party Materials or that any of the authors or publishers of the Third Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues.

In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appear in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.



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