Maki Hiroyuki, the largest shareholder of BASE, raised his stake in the Tokyo Stock Exchange Growth-market company to 23.32% from 20.53% and now says he may vote against individual directors. His amended large-shareholding report, No. 9, was filed on October 9 with the Kanto Local Finance Bureau; the filing obligation arose on October 2.
The report adds to the earlier report on his buying plans with a completed purchase and a shift in his stated approach.
The purchase
Maki bought 3,288,000 common shares on the market on October 2, equal to 2.79% of the 117,937,657 shares outstanding. That leaves him holding 27,504,186 shares. The report separately says he holds a margin-financed long position of 19,870,700 BASE shares through a securities broker.
The filing lists acquisition funds of ¥11.26bn: ¥3.11bn of his own money and ¥8.16bn from margin trading with that broker. The borrowing section is blank.
From silence to a vote
Maki says a confidentiality agreement for friendly engagement, signed with BASE on August 29, 2025 and extended twice, ended on August 28, 2026. After that year of engagement he says he doubts the effectiveness of the internal controls meant to keep BASE directors' conduct lawful and proper. He points to shareholder-related decision-making, information management and the accuracy of explanations. These are his own assessments, not findings by a regulator or BASE.
He is dropping his earlier policy of not exercising voting or other shareholder rights. He will assess each director's judgment, explanations and oversight record, and he says he may oppose the election of individual directors.
Conditional on the tender offer
SBINM began a tender offer for BASE common stock on August 31, 2026. After it ends, Maki says he plans to propose that BASE move to a company with nominating committee structure, a board model with statutory nominating, audit and compensation committees. Some proposals may not take the form of a formal shareholder proposal.
He also aims to hold more than 30% of voting rights, but says any acquisition of 30% or more would follow the tender-offer rules of the Financial Instruments and Exchange Act and other laws. The filing gives no timetable for the buying or the proposals, and no terms for the SBINM offer.
Maki says he still backs the August 28 capital and business alliance between SBI Holdings and BASE as value-adding, and sees that as compatible with voting for better board oversight. If BASE adopts a takeover defence or issues shares to a third party, he says he will review the purpose, need, terms and effect on shareholders. He says he will petition for a provisional injunction or take other legal measures if he finds grounds such as a legal violation or marked unfairness, or if he otherwise sees it as necessary. The report describes a policy and describes no legal action taken.