Supplementary Information on Matters for Approval at the 41st Annual General Meeting of Shareholders
SoftBank Group Corp. (“SBG”) provided the following supplementary information for consideration and approval of shareholders regarding “Proposal 2: Partial Amendment to the Articles of Incorporation” and “Proposal 4: Election of Three Audit & Supervisory Board Members” that will be submitted to the 41st Annual General Meeting of Shareholders scheduled to be held on June 23, 2021.
The digital notice of this General Meeting of Shareholders was released on May 27, 2021 in Japanese and on May 31, 2021 in English on SBG’s website and the electronic voting platform provided by ICJ, Inc., as well as on the company’s webpage of the Tokyo Stock Exchange.
1. Proposal 2: Partial Amendment to the Articles of Incorporation
The proposal is aimed at diversifying options for the manner of holding the General Meeting of Shareholders, clarifying the details of businesses, reducing the number of Board Directors, enabling SBG to select CEO from persons other than Board Directors, and abolishing the advisor system. As for the diversification of the options for the manner of holding General Meeting of Shareholders, if this proposal is approved and the amendments to the Articles of Incorporation come into effect, virtual-only shareholder meetings*1 will be included as one of SBG’s options for the manner of holding General Meeting of Shareholders, in addition to the current physically-conducted General Meeting of Shareholders*2 and hybrid virtual General Meeting of Shareholders.*3
Although vaccination against the Novel Coronavirus (COVID-19) is progressing under the great efforts of the government, local municipalities, and the healthcare workers, situation of the COVID-19 outbreak remains unpredictable due in part to the spread of variants. Furthermore, there are many concerns about new infectious disease pandemics and large-scale disasters such as major earthquakes in the future. In this kind of situation, to enable the holding of virtual-only General Meeting of Shareholders in Japan, the “Bill for Partially Amending the Industrial Competitiveness Enhancement Act and other related acts” (Cabinet Bill No. 23 submitted to the 204th Diet) was passed in the House of Representatives plenary session on May 20, 2021 and is being deliberated in the House of Councillors as of today. SBG put forward the proposal to shareholders, under such circumstances and with the primary emphasis on emergency response and business continuity, as it believes that it will be beneficial to shareholders to include virtual-only meetings as an option for the manner of holding General Meeting of Shareholders and to diversify the options as much as possible in order to enable holding General Meeting of Shareholders flexibly, even in the instances when it is difficult for shareholders to gather at a physical location. SBG also recognizes that the virtual-only General Meeting of Shareholders will have advantages such as making it easier for shareholders residing in remote locations, including overseas, to attend General Meeting of Shareholders, in addition to emergency responses and business continuity.
SBG has no plans to hold a virtual-only General Meeting of Shareholders in normal times. Furthermore, in cases where dialogue with shareholders is especially required such as when shareholder proposals are made, SBG will not hold virtual-only General Meeting of Shareholders for the purpose of unfairly harming the interests of shareholders who wish to engage in dialogue at a physical location. SBG has traditionally placed importance on communication with the shareholders and has operated the General Meeting of Shareholders to receive as many questions and opinions from the shareholders as possible. While last year SBG had to hold its 40th Annual General Meeting of Shareholders (held on June 25, 2020) as its first hybrid virtual General Meeting of Shareholders due to the spread of COVID-19, it accepted questions from shareholders participating online much as time allowed. As a result, SBG was able to answer more questions than usual (18 questions in total).*4 In addition, all questions from shareholders (including those asked in advance and on the day of the meeting), including those that could not be answered on the day of the meeting, were published on SBG's website after the meeting. This operation policy will be maintained even if SBG decides to hold a virtual-only General Meeting of Shareholders in the future.
2. Proposal 4: Election of Three Audit & Supervisory Board Members
In this proposal, SBG proposed that Yuji Nakata, Soichiro Uno, and Keiichi Otsuka be nominated as candidates for External Audit & Supervisory Board Members. Please refer to the Notice of the 41st Annual General Meeting of Shareholders for the biographies of each of the candidates.
Institutional Shareholder Services Inc., a proxy advisory firm, recommended against Mr. Nakata as a candidate for External Audit & Supervisory Board Member. Mr. Nakata has more than 10 years of experience as senior managing director in charge of risk management and chief risk officer at a securities company and its holding company, and SBG believes that his extensive knowledge and experience will be extremely useful in auditing SBG, a strategic investment holding company, and its group companies. In addition, SBG expects that the suggestions and advice that he will provide at the Board meetings and other occasions other than audit will also contribute to the enhancement of SBG’s corporate value.
General meetings of shareholders without setting up a physical venue, involving attendance by Board Directors, shareholders, etc. by using the Internet and other means.
Physically-conducted shareholder meetings with attendance of Board Directors and shareholders, etc., which was adopted by SBG until the 39th Annual General Meeting of Shareholders (held on June 19, 2019).
Physically-conducted shareholder meetings in which shareholders who are not physically present at the meetings are also able to attend or observe deliberations, etc. by using the Internet and other means, which was adopted by SBG for the 40th Annual General Meeting of Shareholders (held on June 25, 2020).
See SBG’s website of the 40th Annual General Meeting of Shareholders.
Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SoftBank Group Corp. or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties that may cause actual results and future developments to differ materially from those expressed or implied by such statements. Please read legal notices in its entirety prior to viewing any information available on this website.