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Entry into a Definitive Agreement by Subsidiaries (SoftBank Corp., Securities Code: 9434 and Z Holdings Corporation, Securities Code: 4689) Regarding the Business Integration of Z Holdings Corporation and LINE Corporation (Securities Code: 3938), and the Planned Commencement of a Joint Tender Offer for the Shares of LINE Corporation by a Subsidiary (SoftBank Corp.) and NAVER Corporation

SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) announced today that its consolidated subsidiary SoftBank Corp. (Securities Code: 9434, Tokyo Stock Exchange First Section; “SoftBank”), NAVER Corporation (“NAVER”; SoftBank and NAVER are collectively referred to as the “Proposing Parties”), Z Holdings Corporation (Securities Code: 4689, Tokyo Stock Exchange First Section; a consolidated subsidiary of SBG and SoftBank; “ZHD”), and LINE Corporation (Securities Code: 3938, Tokyo Stock Exchange First Section; a consolidated subsidiary of NAVER; “LINE”) have, since November 18, 2019, been working on discussions and evaluation of business integration between ZHD group consisting of ZHD and its subsidiaries and LINE Group consisting of LINE and its subsidiaries (the “Business Integration”) based on the Memorandum of Understanding regarding the Business Integration on an equal basis that was entered into between the four companies on November 18, 2019, and in accordance with the resolutions of the Board of Directors of each of NAVER, ZHD and LINE at a meeting held today, and in accordance with the decision of Ken Miyauchi, Representative Director, President & CEO, who has been authorized in accordance with the resolution of the Board of Directors of SoftBank at a meeting held today, the four companies have entered into a business integration agreement today, which is the final and legally-binding agreement regarding the Business Integration (the “Definitive Integration Agreement”), and in accordance with the resolutions of the Board of Directors of NAVER at a meeting held today, and in accordance with the decision of Ken Miyauchi, Representative Director, President & CEO, who has been authorized in accordance with the resolution of the Board of Directors of SoftBank at a meeting held today, the Proposing Parties have entered into a legally-binding transaction agreement today regarding the Definitive Integration Agreement and joint venture agreement. For details of the Business Integration, please refer to Attachment A.

As one step in the series of transactions to realize the Business Integration, by resolution of the Board of Directors of NAVER at a meeting held today, and by the decision of Ken Miyauchi, Representative Director, President & CEO, who has been authorized in accordance with the resolution of the Board of Directors of SoftBank at a meeting held today, the Proposing Parties have decided to jointly conduct a tender offer in Japan and the United States. Please refer to Attachment B for details.

ZHD, the publicly listed integrated company following the Business Integration, is expected to be a consolidated subsidiary of SBG and SoftBank. The Business Integration is conditioned on the receipt of required competition law and foreign exchange law approvals and other clearances and permits required by applicable law and regulation.

Outline of SoftBank Corp.

Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
Name and title of representativesKen Miyauchi, Representative Director, President & CEO
Nature of businessProvision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services
Share capital204,309 million yen (as of September 30, 2019)

Outline of Z Holdings Corporation

AddressKioi Tower, 1-3 Kioicho, Chiyoda-ku, Tokyo
Name and title of representativesKentaro Kawabe, President and CEO
Nature of businessManaging of group companies and businesses incidental thereto
Share capital237,404 million yen (as of September 30, 2019)
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