Issuance of Stock Acquisition Rights (Stock Options)

SoftBank Group Corp. (“SBG”) announced today as follows that on July 28, 2021 its Board of Directors passed a resolution regarding the issuance of stock acquisition rights (the “Stock Acquisition Rights”) to corporate officers and employees of SBG and employees of SBG’s subsidiaries, pursuant to Articles 236, 238, and 240 of the Companies Act.

SBG has also submitted a securities registration statement regarding the Stock Acquisition Rights as of July 28, 2021 because the persons to be allotted the Stock Acquisition Rights include employees of subsidiaries other than wholly-owned subsidiaries. The Stock Acquisition Rights are scheduled to be issued after the securities registration statement becomes effective.

This is to issue Stock Acquisition Rights to corporate officers and employees of SBG and employees of SBG’s subsidiaries to encourage their motivation to continue to enhance the enterprise value of SBG.

The class of shares to be issued or transferred upon exercise of the Stock Acquisition Rights shall be common stock of SBG. One hundred shares (the “Number of Shares to be Allotted”) will be issued or transferred upon exercise of each of the Stock Acquisition Rights. (The total number of shares to be issued or transferred upon exercise of all of the Stock Acquisition Rights is initially limited to 152,800.)

However, in the event that SBG conducts a stock split or a consolidation of shares with respect to the shares of its common stock, after the allotment date of the Stock Acquisition Rights, the Number of Shares to be Allotted shall be adjusted using the following formula, and the maximum number of shares to be allotted upon exercise of Stock Acquisition Rights shall be adjusted accordingly. Such adjustment shall be made only to the Number of Shares to be Allotted for the Stock Acquisition Rights, which have not yet been exercised at the time of the adjustment. Any amount less than one share arising from the adjustment shall be rounded down.

Number of Shares to be Allotted after adjustment = Number of Shares to be Allotted before adjustment × Ratio of stock split or stock consolidation

Other than the above, in the event it becomes necessary to adjust the Number of Shares to be Allotted for the Stock Acquisition Rights after the allotment date of the Stock Acquisition Rights, it may be adjusted by SBG within the scope deemed reasonable. Such adjustment shall be made only to the Number of Shares to be Allotted for the Stock Acquisition Rights, which have not yet been exercised at the time of the adjustment. Any amount less than one share arising from the adjustment shall be rounded down.

The assets to be contributed upon exercise of the Stock Acquisition Rights shall be cash, and the amount of the assets to be contributed upon exercise of each of the Stock Acquisition Rights shall be an amount obtained by multiplying the price per share to be issued or transferred upon exercise of the Stock Acquisition Rights, which shall be one yen (the “Exercise Price”), by the Number of Shares to be Allotted defined in (1) above.

Period during which the Stock Acquisition Rights are exercisable (the “Exercise Period”) is from September 1, 2024 to August 31, 2028.

1) The amount of capital to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be one half (1/2) of the maximum amount of increases of the capital, etc. to be calculated according to Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any amount less than one yen arising from such calculation to be rounded up.

2) The amount of capital reserve to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by deducting the amount of capital to be increased set forth in 1) above, from the maximum amount of increases of the capital, etc. set forth in 1) above.

Any acquisition of the Stock Acquisition Rights through transfer shall require the approval by resolution of the Board of Directors of SBG.

1) A holder of the Stock Acquisition Rights (the “Right Holder”) may not exercise the Stock Acquisition Rights yet to be exercised if he/she loses all of his/her positions that he/she holds at the time when the Stock Acquisition Rights are allotted as a board director, an employee (including corporate officer), or an advisor of SBG or subsidiaries of SBG (collectively, “Qualification for Exercise of Right”).

2) Regardless of 1) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to retirement at the convenience or for other reasons of SBG or its subsidiaries, and if SBG approves in writing, with due consideration of various facts, him/her to exercise the Stock Acquisition Rights, he/she may, within the scope of such approval, exercise the Stock Acquisition Rights which he/she could have exercised if he/she had not lost his/her Qualification for Exercise of Right.

3) Regardless of 1) and 2) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right (excluding the case of the Right Holder's death), and if SBG approves in writing, with due consideration of various facts, him/her to exercise the Stock Acquisition Rights, he/she may, within the scope of such approval, exercise the Stock Acquisition Rights which he/she could have exercised if he/she had not lost his/her Qualification for Exercise of Right.

4) Regardless of 1) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive, only until the day on which one year has passed following the death of the Right Holder or the expiry date of the Exercise Period, whichever is earlier.

5) Regardless of 1) and 4) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive if SBG approves in writing, after due consideration of the facts.

6) Except as specified in 4) and 5) above, it is not permitted to inherit the Stock Acquisition Rights. It is also not permitted to inherit the Stock Acquisition Rights again in the case that the heirs of the Right Holder die.

7) In the case that, through the exercise of the Stock Acquisition Rights, the total number of issued shares of SBG exceeds the total number of authorized shares of SBG, or the total number of issued shares of common stock of SBG exceeds the total number of authorized shares of common stock of SBG, the Right Holder may not exercise the Stock Acquisition Rights.

8) The Right Holder may not exercise the Stock Acquisition Rights yet to be exercised if he/she falls under any of sub-items ( i ) to (vi).

(i) In the case that the Right Holder receives suspension or severer disciplinary punishment stipulated in the working regulations, while he/she is an employee (including as a corporate officer) of SBG or subsidiaries of SBG.

(ii) In the case that the Right Holder falls under any reason of disqualification stipulated in Article 331, Paragraph 1, Items 3 and 4 of the Companies Act, while he/she is a board director of SBG or its subsidiaries.

(iii) In the case that the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 1 of the Companies Act that competes with interests of SBG or its subsidiaries, when he/she is a board director of SBG or its subsidiaries.

(iv) In the case that the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 2 or 3 of the Companies Act that causes conflicts with the interests of SBG or its subsidiaries, when he/she is a board director of SBG or its subsidiaries.

(v) In the case that the Right Holder is sentenced to imprisonment or severer penalty.

(vi) In the case that the Right Holder carries out an act regarded as discreditable or disloyal to SBG or its subsidiaries or affiliates.

1) SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG, in the case that an agenda for approval of one of the following is approved at the General Meeting of Shareholders of SBG (or, if approval of the General Meeting of Shareholders is not required, is resolved at the Board of Directors of SBG):

- a merger agreement, under which SBG shall be defunct,

- an absorption-type company split agreement or an incorporation-type company split plan, under which SBG shall be split,

- a share exchange agreement or a share transfer plan, under which SBG shall be a wholly-owned subsidiary.

2) SBG may acquire the Stock Acquisition Rights without compensations at the arrival of the day prescribed by the Board of Directors of SBG in the case that the Right Holder becomes unable to exercise all or part of the Stock Acquisition Rights in accordance with (6) above.

3) SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that the Right Holder waives all or part of the Stock Acquisition Rights.

4) SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that the General Meeting of Shareholders of SBG approves the acquisition of all of the class shares subject to wholly call in accordance with Article 171, Paragraph 1 of the Companies Act.

5) SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that consolidation of shares regarding the class of shares to be issued upon exercise of the Stock Acquisition Rights (limited to those generating fractions less than one with the number obtained by multiplying the share unit number of said stock by the ratio of share consolidation) is approved at the General Meeting of Shareholders of SBG.

6) SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that request for sale of shares by special controlling shareholder is approved by the Board of Directors of SBG.

In the case that SBG conducts a merger (limited to the case where SBG is to be extinguished as a result of the merger), an absorption-type company split, an incorporation-type company split, a stock exchange or a share transfer (hereafter collectively referred to as the “Reorganization”), stock acquisition rights of the companies listed in (a) to (e) of Article 236, Paragraph 1, Item 8, of the Companies Act (the “Reorganized Company”) shall be delivered, in each of the above cases, to the Right Holders holding the Stock Acquisition Rights remaining at the effective time of the Reorganization (the “Remaining Stock Acquisition Rights”) according to the conditions described below. In such case, Remaining Stock Acquisition Rights shall be extinguished. However, that the foregoing shall be on the condition that delivery of stock acquisition rights of the Reorganized Company in accordance with the following conditions is stipulated in an absorption-type merger agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company split plan, a share exchange agreement or a share transfer plan.
 

1) Number of stock acquisition rights of the Reorganized Company to be delivered
The identical number of stock acquisition rights to the number of the Remaining Stock Acquisition Rights held by the Right Holder shall be delivered respectively.

2) Class of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
Shares of common stock of the Reorganized Company.

3) Number of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
Shall be determined in accordance with (1) above, based on the consideration of conditions for the Reorganization and other factors.

4) Amount of assets to be contributed upon exercise of stock acquisition rights
Determined in accordance with (2) above, based on the consideration of conditions for the Reorganization and other factors.

5) Period during which stock acquisition rights are exercisable
From commencing date of the Exercise Period stipulated in (3) above, or the effective date of the Reorganization, whichever is later, to expiry date of the Exercise Period stipulated in (3) above.

6) Conditions for the exercise of stock acquisition rights
Determined in accordance with conditions for the exercise of the Stock Acquisition Right as stipulated in (6) above.

7) Matters concerning the capital and capital reserve to be increased when shares are issued upon exercise of stock acquisition rights
Determined in accordance with (4) above.

8) Restriction on acquisition of stock acquisition rights through transfer
Acquisition of stock acquisition rights through transfer shall require the approval by the Reorganized Company.

9) Conditions for acquisition of stock acquisition rights
Determined in accordance with (7) above.

10) Treatment of stock acquisition rights upon the Reorganization
Determined in accordance with this section (8).

11) In the case that the number of shares to be delivered to the holders who have exercised stock acquisition rights includes any fraction less than one share, such fraction shall be rounded down.

In the case that the number of shares to be delivered to the Right Holders who have exercised the Stock Acquisition Rights includes any fraction less than one share, such fraction shall be rounded down.

Certificates of the Stock Acquisition Rights shall not be issued by SBG.

1,528 units

The amount to be paid in for the Stock Acquisition Rights will be the product of the stock option fair value unit price per share calculated based on the basic numerical value below in accordance with the Black-Scholes Model on the allotment date of the Stock Acquisition Rights multiplied by the Number of the Shares to be Allotted (with any amount less than one yen arising from such calculation to be rounded up).

In this formula:

1) Option price per share (C)

2) Share price (S): Closing price for shares of common stock of SBG in regular trading on the Tokyo Stock Exchange on August 27, 2021 (if there is no closing price, then the standard price on the immediately following trading day)

3) Exercise Price (X): One yen

4) Estimated time to maturity (T): 3.1 years

5) Volatility (σ): The volatility rate of share price, calculated using retrospective weekly share price information over the estimated time to maturity, starting from the allotment date

6) Risk-free interest rate (r): The interest rate on Japanese government bonds for which the number of years to maturity correspond to the estimated time to maturity above

7) Dividend yield (q): Dividend per share (the amount of actual dividends in the fiscal year ended March 2021) ÷ share price as specified in (2) above)

8) Cumulative distribution function of the standard normal distribution (N(･))

The amount calculated in accordance with the formula above constitutes the fair price of the Stock Acquisition Rights and does not fall under an issuing at a discount from market price. Further, each person who intends to subscribe to the Stock Acquisition Rights will acquire the Stock Acquisition Rights as a result of setting off the obligation to pay the amount to be paid in for the Stock Acquisition Rights against the remuneration claim he/she holds against SBG (which includes the claim when SBG assumes the obligation of payment for that claim against the subsidiary of SBG), instead of paying the amount to be paid in.

August 27, 2021

August 20, 2021

1,528 units to 207 persons in total (corporate officers and employees of SBG and employees of SBG’s subsidiaries)

The number of the persons and the number of the Stock Acquisition Rights stated above are the numbers representing upper limits and may decrease according to the number of applications and other factors.