Press Releases 2019

Announcement of Transfer of Shares of Z Holdings Corporation through Secondary
Distribution to Shiodome Z Holdings Co., Ltd.

November 18, 2019
SoftBank Corp

SoftBank Corp. (the “Company”) announces that Ken Miyauchi, Representative Director, President & CEO of the Company, pursuant to an entrustment by our board of directors' meeting held on November 17, 2019, decided to transfer through secondary distribution shares of Z Holdings Corporation (Securities Code: 4689, Tokyo Stock Exchange (“TSE”) First Section, “ZHD”) held by the Company to its consolidated subsidiary, Shiodome Z Holdings Co., Ltd. (“Shiodome Z Holdings”) (the “Share Transfer”), and that it has entered into a share transfer agreement with Shiodome Z Holdings.

1. Reasons for Share Transfer

The Company, NAVER Corporation (“NAVER”), ZHD and LINE Corporation (Securities Code: 3938, TSE First Section, “LINE”) have, as announced by “Notice Concerning the Entry into a Memorandum of Understanding Regarding the Business Integration of Z Holdings Corporation (Securities Code: 4689) and LINE Corporation (Securities Code: 3938), and the Submission of a Letter of Intent in Relation to a Joint Tender Offer for the Shares of LINE Corporation” dated today, agreed to the business integration of ZHD Group (ZHD and its subsidiaries) and LINE Group (LINE and its subsidiaries) on an equal basis (the “Business Integration”), and have entered into a Memorandum of Understanding among four parties regarding a series of transactions concerning the Business Integration. The Share Transfer is the transfer of all of ZHD shares held by the Company to Shiodome Z Holdings in relation to the Business Integration.

As a result of the Share Transfer, ZHD will become a subsidiary of Shiodome Z Holdings and become a sub-subsidiary of the Company. The changes in our consolidated subsidiaries arising from this Share Transfer are within the scope of our consolidation, and there is no change in the scope of our consolidation.

2. Outline of Sub-Subsidiary subject to Change

(1) Name Z Holdings Corporation
(2) Location 1-3, Kioicho, Chiyoda-ku, Tokyo
Tokyo Garden Terrace Kioi-cho Kioi Tower
(3) Name and Title of Representative Kentaro Kawabe, President and CEO
(4) Nature of Business Control of group companies and related operations
(5) Share Capital 237,404 million yen (As of September 30, 2019)
(6) Founded January 31, 1996
(7) Major Shareholders and Equity Ratios (As of September 30, 2019) SoftBank Corp. 44.6%
STATE STREET BANK AND TRUST COMPANY 505325
(Standing proxy: Mizuho Bank, Ltd.) 		3.0%
SSBTC CLIENT OMNIBUS ACCOUNT
(Standing proxy: The Hong Kong and Shanghai Banking Corporation Limited, Tokyo Branch)		 1.9%
Japan Trustee Services Bank, Ltd. (Trust account) 1.8%
The Master Trust Bank of Japan, Ltd. (Trust Account) 1.8%
GOLDMAN,SACHS& CO.REG
(Standing Proxy: Goldman Sachs Japan Co., Ltd.) 		1.7%
J.P. MORGAN BANK LUXEMBOURG S.A. 1300000
(Standing proxy: Mizuho Bank, Ltd.) 		1.5%
JP MORGAN CHASE BANK 385632
(Standing proxy: Mizuho Bank, Ltd.)		 1.2%
BBH FOR FIDELITY LOW-PRICED STOCK FUND (PRINCIPAL ALL SECTOR SUBPORTFOLIO)
(Standing proxy: MUFJ Bank, Ltd.)		 1.1%
Japan Trustee Services Bank, Ltd. (Trust Account 9) 1.0%
(8) Relationship between the Company and ZHD
Capital relationship The Company's shareholding ratio of ZHD common stock is 44.64%. SoftBank Group Corp., the Company's parent company, has a shareholding ratio of 45.52% in ZHD common stock (including the portion indirectly held through the Company).
Personal relationship Masayoshi Son, the Chairman of the Board of Directors of the Company; Ken Miyauchi, the Representative Director of the Company; and Kazuhiko Fujihara, the Director of the Company, serve as directors of ZHD.
Kentaro Kawabe, the Representative Director of ZHD, serves as a director of the Company.
Business relationship The Company and ZHD have business transactions including advertising submissions, communication services, point campaigns, etc.
(9) Consolidated results of operations and consolidate financial position of the Company in the most recent three-year period
Fiscal year-end Fiscal Year Ended
March 31, 2017		 Fiscal Year Ended
March 31, 2018		 Fiscal Year Ended
March 31, 2019
Equity attributable to owners of the parent 930,820 million yen 1,013,368 million yen 818,291 million yen
Total assets 1,534,212 million yen 2,516,633 million yen 2,429,601 million yen
Equity attributable to owners of parent per share 163.51 yen 177.97 yen 160.96 yen
Revenue 853,730 million yen 897,185 million yen 954,714 million yen
Operating income 192,049 million yen 185,810 million yen 140,528 million yen
Net profit before income taxes 193,475 million yen 193,177 million yen 123,370 million yen
Net income attributable to owners of parent 136,589 million yen 131,153 million yen 78,677 million yen
Basic earnings per share attributable to owners of parent 23.99 yen 23.04 yen 14.74 yen
Dividends per share 8.86 yen 8.86 yen 8.86 yen

3. Outline of Subsidiary Acquiring Shares

(1) Name Shiodome Z Holdings Co., Ltd.
(2) Location 1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo
(3) Name and Title of Representative Kazuhiko Fujihara, Representative Director
(4) Nature of Business Business preparation company
(5) Share Capital 10 million yen (As of March 31, 2019)
(6) Founded June 1, 2016
(7) Net Assets 20 million yen (As of March 31, 2019)
(8) Total Assets 20 million yen (As of March 31, 2019)
(9) Major Shareholders and Shareholding Ratio
(As of September 30, 2019)		 SoftBank Corp. 100%
(10) Relationship between the Company and Shiodome Z Holdings
Capital relationship The Company owns 100% of the outstanding shares of Shiodome Z Holdings directly.
Personal relationship Kazuhiko Fujihara, the Director of the Company, is a representative director of Shiodome Z Holdings.
Business relationship The Company manages the business of Shiodome Z Holdings.
Whether Shiodome Z Holdings falls under related party Shiodome Z Holdings is a consolidated subsidiary of the Company and falls under a related party.

4. Number of Transferred Shares, Transfer Price, and Status of Shareholding Ratios before and after Transfer

(1) Number of shares held before change The Company 2,125,366,950 shares
(Number of voting rights: 21,253,669 units)
(Ratio of voting rights holding: 44.62%)
Shiodome Z Holdings - Shares
(Number of voting rights: -)
(Ratio of voting rights holding:-%)
(2) Number of shares transferred 2,125,366,950 shares
(3) Transfer price 739,627,698,600 yen
(4) Number of shares held after change The Company - Shares
(Number of voting rights: -)
(Ratio of voting rights holding:-%)
Shiodome Z Holdings 2,125,366,950 shares
(Number of voting rights: 21,253,669)
(Ratio of voting rights holding: 44.62%)
[Notes]
  1. *1
    The ratio of voting rights holding is calculated with number of total shareholders' voting rights 47,622,197 as of September 30, 2019 as denominator.
  2. *2
    In case the number includes a fractional amount beyond the third decimal place, such fractional amount is rounded down to the third decimal place.

5. Schedule

(1) Date of Decision The Company November 18, 2019
Shiodome Z Holdings November 18, 2019
(2) Date of Execution of the Agreement November 18, 2019
(3) Effective date of the Share Transfer December 18, 2019 (Scheduled)

6. Future Outlook

This is a transaction between the Company and Shiodome Z Holdings, our consolidated subsidiary, and will not affect our consolidated financial results. We will also announce the impact of the Business Integration on our business results as soon as we can foresee.

End

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