Supplementary Information on Matters for Approval at the 44th Annual General Meeting of Shareholders
SoftBank Group Corp. (“SBG”) provided the following supplementary information for consideration and approval of shareholders regarding "Proposal 2: Election of Nine Board Directors" that will be submitted to the 44th Annual General Meeting of Shareholders scheduled to be held on June 21, 2024.
The digital notice of this General Meeting of Shareholders was released on May 29, 2024 in Japanese and on May 31, 2024 in English on SBG’s website and the electronic voting platform provided by ICJ, Inc., as well as on the SBG’s webpage of the Tokyo Stock Exchange.
Proposal 2: Election of Nine Board Directors
In this proposal, SBG proposed that Masayoshi Son, Yoshimitsu Goto, Ken Miyauchi, Rene Haas, Masami Iijima, Yutaka Matsuo, Keiko Erikawa, Kenneth A. Siegel and David Chao be nominated as candidates for Board Directors (reappointed). Please refer to the Notice of the 44th Annual General Meeting for the biographies of each of the candidates.
Institutional Shareholder Services Inc. (ISS), a proxy advisory firm, recommended against Mr. Son, a candidate for director and the founder of SBG. ISS opposes the election of Mr. Son because he falls under the following criteria for the election of directors of a company with a statutory auditor structure.
- At companies with a statutory auditor structure: vote for the election of directors, except:
- Top executive(s) at a company that has underperformed in terms of capital efficiency (i.e., when the company has posted average return on equity (ROE) of less than five percent over the last five fiscal years), unless an improvement is observed;
(Omitted below)
SBG regrets that it was unable to meet the capital productivity standards of ISS. However, as SBG’s core business is investment, we have long believed that Net Asset Value (NAV) is an appropriate indicator for evaluating investment companies, and we have publicly announced this belief in our earnings announcements and other communications. In FY2023, the value of our shareholdings increased, including the listing of our subsidiary Arm, and NAV at the end of FY2023 doubled from the end of the previous fiscal year to a record high level of JPY 27.8 trillion, which we believe contributed significantly to the increase in shareholder value.
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