April 24, 2020

 

From: Dissident Shareholders

Fumiyasu Suguro

Isami Wada

 

To: All Shareholders, Sekisui House Employees, and Media

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Election Results at the 69th Ordinary General Meeting of Shareholders of Sekisui House

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As you may have already learned, the Shareholder Proposal we made to Sekisui House was rejected at the 69th Ordinary General Meeting of Shareholders held on April 23, 2020.

 

It goes without saying that this was not the result we had hoped for; however, through the Save Sekisui House initiative, we received a great deal of feedback from both employees and shareholders of the Company. As a result, we have a much clearer understanding of what our fellow stakeholders are concerned. We also learned about areas where we could have accommodated those needs better.

 

For example, we requested election of 11 slate directors collectively, but we have learned that that was not what the shareholders wanted.

 

When it comes to examining the current management’s corporate governance standards, it became clear that voting advisory firms and the shareholders have continued to see the land fraud incident in 2017 as an issue. Even after 3 years, the incident still weighed heavily on everyone’s minds.

 

In addition, it also became clear that shareholders appreciate the need for more outside directors, especially having majority of the Board of Directors being outside directors. This was evident from the fact that support for the re-election of Chairman Toshinori Abe and Vice President Shiro Inagaki remained as low as it was two years ago. Furthermore, support for President Yoshihiro Nakai and Executive Vice President Takashi Uchida also dropped significantly over those two years ago.

 

We speak for our fellow shareholders, who collectively agree on these issues, when we say we will look forward to Sekisui House moving in that direction in the future.

 

We would like to thank you for the support and encouragement received from all shareholders and employees who have reached out.  We are very confident that the support and encouragement you have shown has greatly helped us make the broader society, outside of this election, aware of issues centered on corporate governance, which has always been very meaningful to Japanese commerce.

 

The fact that we could not implement the needed changes that voting advisory companies had agreed with us on, has made us recognize, once again, that issues such as cross-shareholdings with allegiant corporate shareholders and the scheduling meetings of shareholders pose as obstacles to corporate governance.  Through countless dialogues with shareholders during our initiative, it became even clearer to us that the cross-shareholdings are undermining corporate governance.

 

We sincerely believe that our move will be an opportunity for Japanese companies to realize the crucial need for improving corporate governance. Japan has been a country that is highly trusted by the international investment community. Maintaining and continuing to nurture this trust will lead to the improvement of the overall prosperity of Japan’s economic society.

 

Thank you very much again for your support.

 

Sincerely,

 

 

Fumiyasu Suguro

Isami Wada