Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own shares of Exeo Group, Inc. (1951 JT) (“Exeo” or the “Company”). Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with its investee companies.
Exeo’s share price performance has significantly lagged behind peers. Compared to January 2021, Exeo’s share price has risen only +99%, while its peers such as Kandenko (+662%), Takasago Thermal Engineering (+487%), Kinden (+387%), Taikisha (+159%) and NS Solutions (+134%) have all recorded substantial gains.
Oasis has been working to aid the growth of Exeo by improving its corporate governance through continuous dialogue as a long-term shareholder. Through multiple letters and meetings with the Board of Directors and Investor Relations department, Oasis has urged Exeo to focus on growth businesses through diversification of its Board of Directors. As part of these efforts, at the beginning of this year, Oasis nominated Mr. Tomoshiro Takemoto, who possesses deep knowledge and experience in the Systems Solutions business — Exeo’s key growth area, including cloud services and data center-related businesses — as an outside director candidate.
However, the Exeo Nomination Committee (the “Committee”) provided Mr. Takemoto with only 30 minutes for an interview. Oasis believes that this Committee merely created the appearance of having conducted a formal review without seriously considering him. As a result, Oasis has submitted a formal shareholder proposal for the appointment of Mr. Takemoto as an outside director candidate at the upcoming Annual General Meeting.
Issue 1: Absence of Directors with Expertise in Growth Areas of (System Solution Business)
As growth in the Communications Infrastructure industry declines in Japan, Exeo has positioned its Systems Solutions business (in particular, cloud services and software integration), and data center-related businesses as a central pillar of its future growth strategy. However, the current skill set of the outside directors is not necessarily aligned with this strategic direction to provide necessary oversight. According to Oasis’ analysis, among Exeo’s outside directors, none possess a meaningful level of expertise in the Systems Solutions business. Oasis believes that this board structure poses a material risk to Exeo’s future growth potential.
Issue 2: Concerns Over Governance Failures Due to Continued Dispatch of Directors from the NTT Group
The relationship between Exeo and the NTT Group dates back approximately 70 years to the establishment of its NTT’s predecessor, Nippon Telegraph and Telephone Public Corporation. Exeo has long served as a core construction partner for NTT Group companies, responsible for the construction and maintenance of nationwide wired and wireless networks.
However, this deep historical relationship has given rise to serious governance concerns at Exeo. Over the past 20 years, approximately 80% of individuals who have served as internal directors of the Company are alumni of the NTT Group. This has contributed to skewed director skill sets, concerns regarding employee motivation, and potential structural conflicts of interest with respect to orders received from the NTT Group. Oasis believes that, in order to ensure the Company’s business is being conducted appropriately, it is necessary to appoint truly independent outside directors, rather than relying on the current outside directors who have long approved the practice of appointing NTT Group alumni to internal director positions.
Oasis’s Proposal
In order to address the issues identified above, Oasis has proposed an outside director candidate at the upcoming Annual General Meeting to drive further growth in Systems Solution Business and governance improvement at Exeo. Oasis calls on all shareholders of Exeo to vote FOR Oasis’s shareholder proposal.
-
VOTE FOR: Appointment of an outside director candidate with expertise in the Systems Solution Business, who is truly independent:
- Tomoshiro Takemoto: With approximately 40 years of experience at Nomura Research Institute, Mr. Takemoto possesses extensive management experience in Japan’s IT infrastructure and cloud services sectors. Having held senior positions in IT infrastructure and cloud platforms, he led initiatives in digital transformation, cybersecurity, and strategic partnerships. His background positions him well to contribute to the expansion and advancement of Exeo’s Systems Solutions business. His relationship with hyperscalers can also provide valuable insights into strategic decision-making, including further expansions in the data center business.
Oasis founder and Chief Investment Officer Seth Fischer said:
“Exeo has long built its strategy around the telecommunications construction business, backed by its strong relationship with the NTT Group. However, as investment in telecommunications infrastructure has been declining, the company is seeking a strategic pivot toward growth markets such as data centers and Systems Solution business with the rise in AI. Despite this shift, the current outside directors lack sufficient expertise in these growth areas, subsequently failing to provide appropriate oversight as Exeo’s internal directors underperform.
To address this, Oasis has nominated Mr. Takemoto as an outside director. We are convinced that Mr. Takemoto will bring effective and meaningful change to the Board and unlock Exeo’s true growth potential.”
Oasis calls on all shareholders who support further growth at Exeo and stronger corporate governance through greater diversity in Board skill sets and meaningful governance improvements to vote FOR Oasis’s proposal.
To learn more about Oasis’s proposals, please visit www.ExeoCorpGov.com. We welcome all stakeholders to contact Oasis at info@ExeoCorpGov.com to help improve Exeo’s corporate governance.
Oasis 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. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies.
Oasis 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 “Joint Holders” 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 (“FIEA”) 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’ 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260528262494/en/
Media gallery
