SCHEDULE: Monex Group and KDDI Formalize Board Nomination Rights

Monex Group and KDDI Corporation have entered into an Acknowledgement Agreement confirming KDDI's right to nominate a non-executive director to Coincheck Group N.V.'s board.

Summary

• Monex Group, Inc. and KDDI Corporation have entered into an Acknowledgement Agreement dated May 12, 2026.
• This agreement confirms KDDI's right, as per a Share Subscription and Investor Rights Agreement (SSA), to nominate one non-executive director to the board of Coincheck Group N.V.
• Monex Group has agreed to vote its shares to elect KDDI's nominee to the board, provided the appointment complies with applicable laws.
• The agreement will terminate if both parties agree, if KDDI loses its nomination right under the SSA, or if the SSA itself is terminated.
• This Acknowledgement Agreement is a condition precedent for the closing of the SSA between KDDI and Coincheck Group N.V.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily detailing a governance agreement rather than financial performance or significant strategic shifts.

Positives

• Formalizes a key governance right for KDDI, strengthening its influence in Coincheck Group N.V.
• Monex Group's commitment to vote for KDDI's nominee ensures board representation for KDDI.
• The agreement clarifies the conditions for termination, providing certainty for the parties involved.

Negatives

• The filing does not contain financial performance data, making it difficult to assess the overall financial health or impact on shareholder value.
• The agreement is contingent on the SSA and KDDI's continued right to nominate a director, introducing potential points of failure.

Risks

• Potential for future disagreements between Monex Group and KDDI regarding board appointments or company strategy.
• The effectiveness of the agreement is dependent on the terms and continued validity of the underlying Share Subscription and Investor Rights Agreement (SSA).
• Any violation of applicable laws could prevent the appointment of KDDI's nominee, creating a governance gap.

Future Outlook

The future outlook is tied to the successful implementation of the Share Subscription and Investor Rights Agreement (SSA) and the ongoing governance of Coincheck Group N.V., particularly concerning the appointment of KDDI's nominated director.

Management Comments

• Monex Group has agreed to vote all Ordinary Shares (and any other voting securities) of the Issuer held by it to elect, at each general meeting of the Company where the Investor Nominee is to be voted upon, the Investor Nominee, as proposed by the Board in accordance with the SSA and in accordance with the governance documents of the Company publicly disclosed on the Company's website (as a member of the Board, unless the appointment of such Investor Nominee would constitute a violation of any applicable Laws.)

Industry Context

StockSavvy.ai notes that this filing reflects a common practice in strategic investments where a significant investor secures board representation as a condition of their investment, particularly within the evolving digital asset and financial technology sectors.

Management Changes

Corporate Governance

Related Party Transactions

• The Acknowledgement Agreement itself is a transaction between Monex Group, Inc. and KDDI Corporation, related to the SSA between KDDI Corporation and Coincheck Group N.V.

Stakeholder Impact

• Shareholders of Coincheck Group N.V.: May see a change in board composition with the addition of a director nominated by a significant investor (KDDI).
• Monex Group, Inc.: Its voting rights are committed to support KDDI's nomination.
• KDDI Corporation: Gains a formal mechanism to influence Coincheck's governance and strategy through board representation.

Next Steps

• KDDI Corporation to nominate a non-executive director to the Coincheck Group N.V. board.
• Monex Group to vote its shares in favor of the KDDI nominee.
• Completion and closing of the Share Subscription and Investor Rights Agreement (SSA) between KDDI and Coincheck Group N.V.

Key Dates

Keywords

Acknowledgement Agreement, Monex Group, KDDI Corporation, Coincheck Group N.V., Board Nomination, Share Subscription Agreement, Corporate Governance, Director Appointment, Tokyo District Court, Japanese Law