Tokyo Stock Exchange Consultation on Revisions to the Listing Rules regarding Minority Shareholder Protection

We welcome the Tokyo Stock Exchange’s (TSE) consultation on proposed revisions to the Listing Rules Regarding Minority Shareholder Protection and commend TSE for taking these meaningful steps to strengthen minority shareholder protection in companies with quasi-controlling shareholders.

Norges Bank Investment Management (NBIM) is the investment management division of the Norwegian Central Bank and manages the Norwegian Government Pension Fund Global. As of 31 December 2025, our total assets under management were USD 2.11 trillion (JPY 329.27 trillion), of which USD 96.22 billion (JPY 15,012 billion) was invested in shares of 1,096 Japanese listed companies. Japan is our second-largest country allocation. We have a long-standing interest in the quality of corporate governance in Japan and have engaged with TSE and other Japanese regulatory bodies on these matters over many years.

Equal and fair treatment of all shareholders, majority and minority alike, is foundational to well-functioning capital markets and long-term value creation. Our Global Voting Guidelines state that all shareholders should have the right to vote on fundamental corporate decisions, and that voting rights should be proportionate to cash flow rights.[1] The G20/OECD Principles of Corporate Governance (2023) similarly establish equitable treatment of shareholders, including minority and foreign shareholders, as a fundamental principle of sound governance.[2]

With this in mind, we are broadly supportive of the proposed revisions. Please find in the annex our detailed comments, which are intended to strengthen specific elements where clarification or enhancement would better achieve the stated objectives.

We thank TSE for this opportunity and remain at your disposal should you wish to discuss any of these points further.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                      

Jeanne Stampe
Policy Lead

[1] NBIM Global Voting Guidelines , Section 4: Shareholder Approval

[2] G20/OECD Principles of Corporate Governance (2023), Chapter II: The Rights and Equitable Treatment of Shareholders and Key Ownership Functions