Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own shares of Mirait One Corporation (1417 JT) (“Mirait” 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.
Oasis has been working to improve corporate governance of Mirait through continuous dialogue as a long-term shareholder. Through multiple letters and meetings with the Company’s IR department and top management, Oasis has urged Mirait to focus on growth businesses and to diversify the composition of the Board of Directors. As part of these efforts, at the beginning of this year, Oasis nominated Mr. Hayakawa, who possesses deep knowledge and experience in the Company’s growth business of Environmental & Social Innovation, as an outside director candidate.
However, the Mirait Nomination and Remuneration Committee (“Committee”) provided Mr. Hayakawa with only 30 minutes for an interview. Oasis believes that the 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. Hayakawa as an outside director candidate at the upcoming 2026 Annual General Meeting on June 24.
Issue 1: Concerns Over Governance Failures Due to Continued Dispatch of Directors from the NTT Group
The relationship between Mirait and the NTT Group dates back approximately 70 years to the establishment of NTT’s predecessor, Nippon Telegraph and Telephone Public Corporation. Mirait 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 Mirait. Over the past 20 years, approximately 90% 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.
Issue 2: Absence of Directors with Expertise in Growth Areas
As growth in the core NTT Business and Multi-Carrier Business remains limited, Mirait has positioned its Environmental & Social Innovation Business (in particular, electrical and air-conditioning equipment businesses related to data centers, as well as infrastructure-related operations) as a central pillar of its future growth strategy. However, the current skill set of the Board of Directors is not necessarily aligned with this strategic direction.
According to Oasis analysis, among Mirait’s director candidates, there are no internal or outside directors with sufficient expertise in the Environmental & Social Innovation Business, which encompasses the Company’s data center-related priority areas. This situation is detrimental to the Company, as critical strategic decisions are being made by management that lack expertise in the priority business areas. At the same time, there are no outside directors with expertise in this field to provide appropriate oversight. Oasis believes that this board structure poses a material risk to Mirait’s future growth potential.
This is also reflected in Mirait’s share price performance, which has significantly lagged behind peers with strengths in growth sectors. Since January 2021, Mirait has risen only +133%, while its peers such as Kandenko (+662%), Takasago Thermal Engineering (+487%), Kinden (+387%), and Taikisha (+159%) have all recorded substantially greater gains.
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 the Environmental & Social Innovation Business and governance improvement at Mirait. Oasis calls on all shareholders of Mirait to vote FOR Oasis’s shareholder proposal.
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VOTE FOR: Appointment of an outside director candidate with expertise in the Environmental & Social Innovation Business, who is truly independent:
- Kazuhide Hayakawa: With over 40 years of experience at Taikisha Ltd., Mr. Hayakawa possesses extensive management experience in Japan’s environmental and social infrastructure sectors. Having served in a range of senior roles including Executive Officer, Senior Managing Executive Officer, and Director, he oversaw the Environmental Systems Business as well as corporate planning. His background is highly relevant to advancing the expansion and development of Mirait’s Environmental & Social Innovation Business, and he is expected to provide strategic insights and strengthen governance functions within the Board of Directors.
Oasis founder and Chief Investment Officer Seth Fischer said:
“Mirait 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 social infrastructure. Despite this shift, the current Board of Directors lacks sufficient expertise in these growth areas, and the company’s growth trajectory and share price performance compare poorly against its industry peers.
To address this, Oasis has nominated Mr. Hayakawa as an outside director. We are convinced that Mr. Hayakawa will bring effective and meaningful change to the Board and unlock Mirait’s true growth potential.”
Oasis calls on all shareholders who support further growth at Mirait 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.MiraitCorpGov.com. We welcome all stakeholders to contact Oasis at info@MiraitCorpGov.com to help improve Mirait’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.
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