Notice Concerning
the Additional Acquisition of Shares
Intended to Make Yahoo Japan Corporation
a Consolidated Subsidiary

(2)Outline of the Capital Increase by Third-Party Allotment

We plan to purchase the total number of shares to be issued through the Capital Increase by Third-Party Allotment under the following conditions.

1. (ⅰ)
   Payment date: June 27, 2019
2. (ⅱ)
   Number of shares to be purchased: 1,511,478,050 shares of common stock
3. (ⅲ)
   Purchase price: 302 yen per share
4. (ⅳ)
   Total amount of purchase price: 456,466,371,100 yen

However, the purchase by us of the Capital Increase by Third-Party Allotment will be on the condition on the payment date (which furthermore will be June 27, 2019, as set forth above, although the purchase agreement executed by us and Yahoo Japan stipulates that we will pay the amount in full by June 26, 2019), (ⅰ) that the registration in accordance with the Financial Instruments and Exchange Act has come into effect, and (ⅱ) that the tender offer period for the Tender Offer has expired and the receipt of assignment of the Yahoo Japan Common Stock is complete.

(1) Relevance of the Transactions, etc. with Controlling Shareholder and Compliance with the Policy on Measures to Protect Minority Shareholders

Under the “policy on measures to protect minority shareholders in conducting transactions with controlling shareholder” that the Company has indicated in its Corporate Governance Report, the stated policy when conducting transactions between relevant parties, including transactions with the parent company group, is to pay particular attention to whether that transaction is reasonable in terms of the management of the Company group and whether the terms and conditions of the transaction are appropriate compared with other external transactions, and for particularly significant transactions, to carry them out with the approval of the board of directors at such times. Based on the awareness that the underwriting of the Capital Increase by Third-Party Allotment is a particularly significant transaction, the board of directors has decided to take the following measures and undergo a fair and appropriate process, and the Company has determined that this conforms with the relevant policy.

(2) Matters Concerning Measures to Ensure Fairness and Measures to Avoid Conflict of Interests

The terms and conditions of the Capital Increase by Third-Party Allotment, including the purchase price, have been decided through negotiations between the Company and Yahoo Japan as independent parties.

In addition, among the board of directors of the Company, Kentaro Kawabe concurrently serves as the President and Representative Director of Yahoo Japan and Masayoshi Son concurrently serves as the Representative Director and Chairman of SBG and as a Director of Yahoo Japan, and among the audit & supervisory board members of the Company, Kazuko Kimiwada concurrently serves as a Director of Yahoo Japan. Therefore, from the perspective of excluding arbitrariness in the decision-making process of the Company when considering and deciding upon the Capital Increase by Third-Party Allotment and to ensure the independence of the decision, these members of the board of directors and the audit & supervisory board did not participate in the deliberations and the resolution of the board of directors concerning the Capital Increase by Third-Party Allotment, and also did not participate in the consultations and negotiations with Yahoo Japan in their positions at the Company. Furthermore, although Ken Miyauchi, the Representative Director, President & CEO of the Company, concurrently serves as a Director of SBG and Yahoo Japan, he is not in a position that executes business at either company. It was therefore determined that his participation in the decision-making process at the Company would not give rise to a conflict of interest situation, and although he participated in the deliberations and resolution of the board of directors of the Company concerning the Capital Increase by Third-Party Allotment, he did not participate in the deliberations and resolution of the board of directors of Yahoo Japan concerning the Capital Increase by Third-Party Allotment.

Thereafter, at the meeting of a Company's board of directors with all members in attendance except for Kentaro Kawabe, Masayoshi Son and Kazuko Kimiwada, who were not participating in the deliberations and resolution concerning the Capital Increase by Third-Party Allotment for the aforementioned reasons, the conducting of the Capital Increase by Third-Party Allotment was unanimously approved by all members of the board of directors in attendance. In addition, as set forth in the following section, “(3) Outline of the Opinion Obtained from Parties with No Interests in the Controlling Shareholder Concerning the Determination that the Relevant Transaction, etc. is not Disadvantageous for Minority Shareholders,” in order to ensure the fairness of the Capital Increase by Third-Party Allotment, the Company obtained opinions on this matter at the relevant meeting of the board of directors from all outside directors and outside audit & supervisory board members who do not have interests with the Company, Yahoo Japan, and SBG and who do not risk creating conflicts of interests with ordinary shareholders, and these opinions were to the effect that the Capital Increase by Third-Party Allotment will not be disadvantageous for minority shareholders of the Company.

(3) Outline of the Opinion Obtained from Parties with No Interests in the Controlling Shareholder Concerning the Determination that the Relevant Transaction, etc. is not Disadvantageous for Minority Shareholders

The Company consulted all of its outside directors and outside audit & supervisory board members who do not have interests with the Company, Yahoo Japan, and SBG and who do not risk creating conflicts of interests with ordinary shareholders regarding (ⅰ) the validity of the purpose of the Capital Increase by Third-Party Allotment, (ⅱ) the adequacy of the procedures for the Capital Increase by Third-Party Allotment, (ⅲ) the appropriateness of the terms and conditions of the Capital Increase by Third-Party Allotment, including the purchase price and (iv) based thereon, whether the decision on the Capital Increase by Third-Party Allotment would be disadvantageous for the minority shareholders of the Company.

All of such Company's outside directors and outside audit & supervisory board members received and considered an explanation from the Company concerning the purpose and background of the Capital Increase by Third-Party Allotment, the number of shares to be purchased, the method of calculating the purchase price and other terms and conditions, and the adequacy and fairness, etc. of the procedures for the Company's decision-making concerning the Capital Increase by Third-Party Allotment.

As a result, all of such Company's outside directors and outside audit & supervisory board members comprehensively considered items (ⅰ) through (ⅲ) below, etc., and stated their opinion determining that the Capital Increase by Third-Party Allotment is not disadvantageous for the minority shareholders of the Company at the meeting of the Company's board of directors that decided upon the resolution concerning the conducting of the Capital Increase by Third-Party Allotment, and that opinion has been recorded in the minutes.

1. （i）

   Purpose of the Capital Increase by Third-Party Allotment

   While it is essential for the Company to further strengthen non-telecommunications business fields including FinTech in order to respond to the drastic changes in the recent competitive environment and continue growth, the Company and Yahoo Japan have taken independent initiatives in these fields because they are future growth areas for both companies. In this situation, the Company has come to believe that it is more desirable for the Company group to promote non-telecommunications business areas including FinTech in a unified and active manner, and for both companies to deploy management resources optimally based on an integrated strategy and to maximize synergy effects. Thus, as a means towards that goal, the Company plans to make Yahoo Japan its consolidated subsidiary, and that purpose is hereby found to be valid.

2. （ii）

   Adequacy of Procedures for the Capital Increase by Third-Party Allotment

   In addition to the assurance of legality of the procedures for the Capital Increase by Third-Party Allotment, appropriate measures to avoid conflicts of interests have been taken such as having persons who have special interest relationships not participate in the resolution and deliberations, etc. at the board of directors meeting pertaining to the Capital Increase by Third-Party Allotment; consequently, the procedures pertaining to the Capital Increase by Third-Party Allotment are hereby found to be adequate.

3. （iii）

   Appropriateness of the terms and conditions of the Capital Increase by Third-Party Allotment, including the amount of payment

   The purchase price in the Capital Increase by Third-Party Allotment has been set at a maximum of the closing price on May 7, 2019, and the terms and conditions, including the purchase price, have been found not to be unreasonable from the standpoint of the Company's finances; consequently, the terms and conditions for the Capital Increase by Third-Party Allotment, including the amount of payment, are hereby found to be appropriate.

Status of dividends

[Note]

• *
  The Company was listed on the First Section of the Tokyo Stock Exchange on December 19, 2018. Although the only dividends paid for the fiscal year ended March 31, 2019, consisted of the year-end dividend, if it is assumed that an interim dividend was made for the same amount, dividends per share would become a total of 75.00 yen for the year as a result, thereby making the (consolidated) payout ratio 83.3%.