Komori
General Meetings of Shareholders5838Rakuten Bank,Ltd.Banks

Our Bank’s Position on ISS’s Report Regarding the 27th Ordinary General Meeting of Shareholders

Ahead of the annual general meeting of shareholders, ISS recommended voting against certain director nominees. In response, Rakuten Bank published its views rebutting ISS’s grounds concerning the independence of the outside director nominees and calling for votes in favor of the nominees.

Worth reading
83Important
Scored from 3 of 4 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (27th fiscal year)
2026
Jun 24
Date and time(start time: Not disclosed)15 days from this disclosure to the meeting
Matters for resolution4 items
  1. Election of 7 directors

  2. Election of 3 Audit & Supervisory Board Members

  3. Approval of the Share Delivery Plan

  4. Partial Amendments to the Articles of Incorporation

Shareholder Proposal

None (only information on company proposals is provided)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee7 nominees, including Not disclosed new nominees; 4 outside nominees (as recognized by the company as independent outside directors)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (27th fiscal year)
Date and time24 June 2026 (start time: Not disclosed)
Matters for resolutionProposal No. 1: Election of 7 directors, Proposal No. 2: Election of 3 Audit & Supervisory Board Members, Proposal No. 3: Approval of the Share Delivery Plan, Proposal No. 4: Partial Amendments to the Articles of Incorporation
Shareholder ProposalNone (only information on company proposals is provided)
Director nominee7 nominees, including Not disclosed new nominees; 4 outside nominees (as recognized by the company as independent outside directors)
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

ISS determined that, despite being a company with a controlling shareholder, independent outside directors would not constitute a majority of the Board of Directors. Rakuten Bank, however, explained that Nagato Masatsugu (長門 正貢) also has sufficient independence under its own criteria, meaning that 4 of the 7 directors are independent outside directors and therefore constitute a majority. It also stated that Tobayashi Tomotaka (東林 知隆) and Mikitani Hiroshi (三木谷 浩史) are expected to contribute through their extensive management experience and to the enhancement of the Rakuten Group’s corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Our Bank’s Position on ISS’s Report Regarding the 27th Ordinary General Meeting of Shareholders | Rakuten Bank,Ltd. (5838) timely disclosure | Komori