Rakuten : Announcement of Establishment of a Consolidated Subsidiary by Company Split

	January 4,	2022
Company name	Rakuten Group, Inc.
Representative	Hiroshi Mikitani
	Chairman and CEO
	(Stock Code:	4755

Tokyo Stock Exchange First Section)

Announcement of Establishment of a Consolidated Subsidiary by Company Split

Rakuten Group, Inc. (hereafter "the Company") announces that Rakuten Mobile, Inc. (hereafter "Rakuten Mobile"), a wholly-owned subsidiary of the Company, has completed the succession of rights and obligations of "Rakuten Symphony" business (hereafter "the Business") to Rakuten Symphony, Inc. (hereafter "Rakuten Symphony") which is a wholly-owned subsidiary of Rakuten Mobile, established through an incorporation-type company split, as described below.

Since this incorporation-type company split corresponds to an incorporation-type company split involving only a wholly-owned subsidiary of the Company, the disclosure of certain items and details has been omitted from this announcement.

1. Purpose of the company split

The business aims to provide a future-proof,cost-effective, communication cloud platform for carriers, businesses and government agencies around the world by consolidating the products and services which are related to cloud-native, open RAN-based mobile networks including Rakuten Communications Platform (hereafter "RCP").

In addition, as announced in "1&1 and Rakuten agree far-reaching partnership to build Europe's first fully virtualized mobile network based on new OpenRAN technology" on August 4, 2021, 1&1 has agreed to comprehensively adopt RCP. The business has been steadily accumulating its achievements.

As announced on September 30, 2021 in "Announcement Regarding Incorporation, etc, of Rakuten Symphony", through the incorporation, accountability (duties) will be clarified, flexible decision-making and business execution will be possible, and products, services, and solutions for telecommunications carriers will be consolidated across the board. We will be ready to provide 4G and 5G infrastructure and platform solutions to the global market.

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2. Summary of the company split

(1) Outline of the company split

Resolution date of the Board of Directors	December 2, 2021
(the incorporation-type company split plan)
Resolution date of the Board of Directors	January 3, 2022
(revised incorporation-type company split plan)
Shareholders' meeting resolution	January 3, 2022
Effective date of the company split	January 4, 2022

1. Split method
   An incorporation-type company split in which Rakuten Mobile is the splitting company and
   Rakuten Symphony to be newly established as the successor company.
2. Details of allotments related to the company split
   Rakuten Symphony will issue 2,000 shares of common stock, and all the shares will be allocated to Rakuten Mobile.
3. Handling of subscription rights to shares and bonds accompanying the company split There is no corresponding matter.
4. Increase/decrease of capital

There will be no change in Rakuten Mobile's capital stock.

1. Rights and obligations to be succeeded
   Rights and obligations such as assets, liabilities and contractual positions belong to the business, which is prescribed in the incorporation-type company split plan, will be succeeded to Rakuten Symphony.
2. Prospect of fulfillment of obligations
   The incorporation-type company split has no impact on the ability of Rakuten Mobile and Rakuten Symphony to fulfill obligations. The succession of obligations accompanying the incorporation-type company split is all implemented by the way of concomitant assumption of the obligation.

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3．Overview of companies involved in the company split

		Splitting company in		Successor company in
		incorporation-type company split		incorporation-type company split
		(As of December 31, 2020)		(As of January 4, 2022)
Company name		Rakuten Mobile, Inc.		Rakuten Symphony, Inc.
Head office		1-14-1 Tamagawa,		1-14-1 Tamagawa
	Setagaya-ku, Tokyo		Setagaya-ku, Tokyo
Representative		Yoshihisa Yamada		Tareq Amin
		Telecommunications business		Telecommunications business
		based on the		based on the
Main business		Telecommunications Business		Telecommunications Business
		Act and other communications		Act and other communications
		businesses		businesses
Capital (million yen)		100 million yen		100 million yen
Date of		January 10, 2018		January 4, 2022
establishment
Outstanding no. of		2,383,870 shares		2,000 shares
shares
Fiscal year end		December 31		December 31
Major shareholders
and percentage of		Rakuten Group, Inc. 100%		Rakuten Mobile, Inc. 100％
shares held
Business results
				Rakuten Mobile, Inc.
				(Non-consolidated,J-GAAP)
Fiscal year			Year ended December 31, 2020
Net assets (million yen)		154,232
Total assets (million yen)	528,473
Net assets per share (yen)	64,698.42
Sales (million yen)		135,171
Operating loss (million yen)	(207,909)
Loss before income tax (million yen)	(207,584)
Net loss (million yen)		(161,231)
Net loss per share (yen)	(133,563.60)
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4．Overview of the business unit to be split and succeeded

1. Business to be split

Development and delivery of open RAN telco infrastructure platforms, services and solutions including RCP.

1. Business results, assets and liabilities of the business to be split are not to be disclosed due to the perspective of a competitive business environment.

5．Post-company split details

Following this incorporation-type company split, there are no changes to the company name, main business, head office, title and name of representative, shareholders' equity and fiscal year end of Rakuten Mobile.

6．Impact on business results

No material impact on Rakuten Group consolidated financial results.

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