Z Holdings Corporation and LINE Corporation announced that at each of their respective board of directors' meetings held on Dec. 23, 2019, it was resolved that the relevant Company enter into, based upon a spirit of equality, a definitive agreement concerning the business integration of the Companies (such integration the “Business Integration”, and such agreement the “Definitive Integration Agreement”), which sets forth the transactions through which the four relevant parties, consisting of the Companies and their respective parent companies, SoftBank Corp., and NAVER Corporation (“NAVER”) (President and CEO, Han Seong Sook), will effect the Business Integration. Each of the boards of NAVER, ZHD and LINE, as well as of CEO and Representative Director Miyauchi acting in his delegated capacity for the board of directors on behalf of SoftBank, also resolved that the relevant Company will enter into an agreement between the Companies concerning the governance and management, and other matters of ZHD, which will be the integrated company once the Business Integration takes effect (ZHD in such capacity, the “Integrated Company,” and such agreement, the “Capital Alliance Agreement”).

Immediately following the effective date of the Share Exchange, two co-CEOs will be appointed, with Takeshi Idezawa as Representative Director and Co-CEO,and Kentaro Kawabe as President and Representative Director and Co-CEO. Immediately following the effective date of the Share Exchange, the other directors shall consist of Takao Ozawa, Taku Oketani, Jun Masuda and Shin Jungho, and four independent outside directors and audit and supervisory committee members (two of whom will be Tadashi Kunihiro and Rehito Hatoyama, with the remaining two to be determined by ZHD after taking the deliberations by and findings of the Nomination Committee of ZHD fully into account). Thereafter, the directors of the Integrated Company shall consist of six people nominated by the JV Company (hereinafter “internal directors”) and four independent outside directors and members of the audit committee.

However, when exercising the above right to nominate internal directors, the JV Company will discuss in advance with ZHD and the Nomination and Compensation Committee (as defined below), and when exercising voting rights in relation to proposals to appoint independent outside directors that are audit committee members, the reports of the Nomination and Compensation Committee shall be respected. The Integrated Company shall establish a “Nomination and Compensation Committee” as an advisory committee reporting to the board of directors for the purpose of (i) the appointment and dismissal of directors, the president, CEO, representative director and chairman, and succession planning for the president and CEO, and (ii) to enhance the independence, objectivity and accountability of the determination of compensation and bonuses for directors and executives. The Nomination and Compensation Committee shall consist of four independent outside directors and members of the audit committee and two internal directors, and the chairperson shall be an independent outside director.

Regarding the appointment and dismissal of Nomination and Compensation Committee members, members shall be appointed by the approval of more than two-thirdsof the directors in accordance with internal regulations, and when the board of directors considers a resolution involving appointment or dismissal the Integrated Company shall notify the JV Company of the details in advance. Immediately following the effective date of the Share Exchange, the two internal director members of the Nomination and Compensation Committee shall be Takeshi Idezawa and Kentaro Kawabe. The Integrated Company, on the effective date of the Share Exchange, resolve at that board of directors' meeting to establish a “Product Committee” as a subordinate committee reporting to the board of directors, as well as internal regulations relating to the establishment and operation, etc.

of the Product Committee as set forth below, and at the same time, the Product Committee will make decisions on products provided by the Integrated Company Group, to the extent in compliance with applicable laws and regulations as well as internal regulations of the Integrated Company. The Integrated Company will select the same number of people from each of YJ and LINE to serve as members of the Product Committee for a term of three years. The election and dismissal of Product Committee members will be determined by resolution of the board of directors in accordance with internal regulations.

Immediately following the effective date of the Share Exchange, the Product Committee will consist of Shin Jungho, Takeshi Idezawa, Jun Masuda, Hwang In Joon, Park Euivin, Kentaro Kawabe, Takao Ozawa, Gen Miyazawa, Ryosuke Sakaue and Chiaki Fujimon. The Integrated Company will appoint a Chief Product Officer (hereinafter “CPO”) from among the members of the Product Committee as the person in charge of the Product Committee for a term of three years. Regarding the appointment and dismissal of the CPO, these decisions shall require the approval of more than two-thirds of the directors in accordance with internal regulations, and when the board of directors consider a resolution involving appointment or dismissal the Integrated Company shall notify the JV Company of the details in advance.

The CPO immediately following the effective date of the Share Exchange shall be Shin Jungho.