Supplementary Information on Matters for Approval at the 45th Annual General Meeting of Shareholders

SoftBank Group Corp. (“SBG” or the “Company”) provides the following supplementary information for consideration and approval of shareholders regarding “Proposal 3: Election of Three Audit & Supervisory Board Members” and “Proposal 4: Revision of Remuneration in the Form of Stock Options for Directors” that will be submitted to the 45th Annual General Meeting of Shareholders scheduled to be held on June 27, 2025.

The notice of this General Meeting of Shareholders was dispatched on June 12, 2025. The digital notice of this General Meeting of Shareholders was released on June 3, 2025 in Japanese and on June 5, 2025 in English on SBG’s website and the electronic voting platform provided by ICJ, Inc., as well as on the company’s webpage of the Tokyo Stock Exchange.

In this proposal, SBG proposes that Yuji Nakata, Kuniko Nishibashi, and Yuko Kanamaru be nominated as candidates for External Audit & Supervisory Board Members. Please refer to the Notice of the 45th Annual General Meeting of Shareholders for the biographies of each of the candidates.

Institutional Shareholder Services Inc., a proxy advisory firm, recommended against Mr. Nakata as a candidate for External Audit & Supervisory Board Member. Mr. Nakata has more than 10 years of experience as senior managing director in charge of risk management and as chief risk officer at a securities company and its holding company. SBG believes that his extensive knowledge and experience will be extremely useful in auditing SBG, a strategic investment holding company, and its group companies.

At the 38th Annual General Meeting of Shareholders held on June 20, 2018, shareholders approved that the amount of remuneration for stock acquisition rights to be granted to directors as stock options shall not exceed JPY 5 billion per year.

This proposal seeks approval to revise the content of that resolution in accordance with the amendments to the Companies Act in 2019, by including the required details for shareholder resolution and by enhancing the effectiveness of stock options as an incentive. While maintaining the existing annual limit of JPY 5 billion, SBG proposes that the Board of Directors be allowed to flexibly set the terms and conditions of stock acquisition rights, such as establishing performance-based conditions or adopting a stepwise vesting schedule, depending on necessity, at the time of each grant.

Institutional Shareholder Services Inc. and Glass, Lewis & Co. (collectively, the “proxy advisory firms”) have recommended against Proposal 4. To enhance transparency and promote shareholders’ understanding of this proposal, SBG provides the following supplementary explanation:

These proxy advisory firms have raised concerns over the short vesting period (less than three years). However, in the U.S. and other markets where stock-based compensation is widely adopted, particularly among technology companies such as GAFAM, it is common to adopt restricted stock units (RSUs) that partially vest within one year of grant and continue to vest in stages over several years.

As a company conducting business globally, SBG considers the recruitment and retention of highly qualified executive talent a critical priority. To this end, it is essential to design a remuneration framework that enables the Company to offer stock-based compensation with globally competitive standards. SBG believes that the structure of the vesting period proposed in this agenda item effectively enables the Company to adopt a compensation design aligned with global standards and contributes to maintaining and enhancing the Company’s competitiveness.

SBG’s remuneration policy prioritizes commitment to medium- to long-term corporate value enhancement over short-term performance metrics.

Stock-based compensation, as an incentive for enhancing corporate value over the medium- to long- term, is intended to promote sustained management efforts and align interests with shareholders. The number of stock acquisition rights granted is determined based on multiple performance indicators.

In addition, SBG ensures transparency by disclosing the total amount of remuneration, as well as individual amounts for directors receiving JPY 100 million or more. The term of office for SBG’s directors is one year, and shareholders are asked to approve their reappointment at each Annual General Meeting of Shareholders.

For the reasons described above, SBG believes that the stock-based compensation plan proposed in Proposal 4 will provide competitive incentives for the Company’s leadership and contribute to the Company’s long-term growth and enhancement of corporate value. Furthermore, the points described in Sections 1 and 2 follow the content that was approved by shareholders at the 38th Annual General Meeting of Shareholders held in 2018.

SBG respectfully requests shareholders’ understanding of the intent of this proposal and their careful and positive consideration.