Z : Notice on the Issuance of Stock Options

March 15, 2021 at 02:33 am EDT

March 15, 2021

To whom it may concern

Z Holdings Corporation Kentaro Kawabe

President and Representative Director Stock Code: 4689

Notice on the Issuance of Stock Options

Pursuant to Article 370 of the Companies Act of Japan and Article 25 of Articles of Incorporation of Z Holdings Corporation (hereinafter "Company"), the Company determined today the terms and conditions of share acquisition rights that will be issued in the form of stock options to the directors, officers and employees of the affiliated company of the Company, and resolved to solicit subscribers for the said stock acquisition rights, etc.

Please note that the amount to be paid the stock acquisition rights will be determined by the allotment date of the stock acquisition rights (scheduled for March 31, 2021). Details are as follows.

I. Reason for the issuance of stock options

As announced by the Company and LINE Corporation (currently A Holdings Corporation, hereinafter "LINE") in "Announcement Regarding Definitive Agreement on Business Integration" dated December 23, 2019, and as announced by the Company in "Opinion Statement on the Tender Offer of the Company's Shares by LINE Corporation" (Japanese only) dated January 20, 2021, the Company will issue stock options which will cover the shares of common stock of the Company as part of the incentive policy towards the directors, officers and employees of LINE and its affiliated companies.

If "a stock option program that is approximately 10.8% of the total issued shares" implemented as LINE's three year incentive policy, is issued as stock options which will be covered by the shares of common stock of the Company, this will be equivalent to around 3.8% of the total issued shares of the Company as of March 1, 2021 (3.9% if treasury stocks are excluded). Out of this, if all of the stock options announced today are exercised, the amount of shares of common stock of the Company that will increase as a result will be equivalent to around 2.6% of the total issued shares of the Company as of March 1, 2021 (2.6% even if treasury stocks are excluded). The future issuance of stock options under the three year incentive policy has not been determined at this time, and will be announced as soon as it is determined.

These stock options, including the aforementioned undetermined ones, will contribute to the enhancement of the corporate value of the Company. Therefore, we believe that the impact of the dilution of shares due to the issuance of these stock options will be within a reasonable range.

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

II.

Terms and conditions of stock acquisition rights to be issued to the directors of the Company's affiliated company

1. LINE 22nd Stock Options
(1) Name of stock options:
LINE 22nd Stock Options
(2) Total number of stock options:
30,240 units
The above number is the number scheduled to be allotted. If the total number of stock options to be allotted is decreased, such as when no stock option has been subscribed for, the total number of stock options to be allotted shall be the total number of stock options to be issued.
(3) Amount to be paid in for the stock options
The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares"). However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in.
(4) Class and number of shares covered by the stock options
The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

However, the Number of Granted Shares shall be adjusted by the following formula if the Company splits (including allotment of shares of common stock of the Company without contribution; the same shall apply to any reference to a share split hereinafter) or consolidates shares of its common stock, and fractions less than one share arising as a result of such adjustment shall be rounded off.

Number of Granted	=	Number of Granted	x	Share split or share
Shares after adjustment	Shares before adjustment	consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after theeffective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

When adjusting the Number of Granted Shares, the Company shall notify each holder of stock options set forth in the stock options register (each a "Stock Option Holder") or give public notice of necessary matters by the date immediately preceding the application date of the Number of Granted Shares after adjustment; however, if the Company is unable to notify the Stock Option Holders or give public notice thereof by the date immediately preceding the application date, the Company shall notify the Stock Option Holders or give public notice thereof promptly thereafter.

(5) Value of property to be contributed upon exercise of stock options

(i) The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered by exercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be 298 yen.
(ii) If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the day on which the stock acquisition rights are allotted, set forth in Section 10 below (hereinafter the "Allotment Date"), the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:
(a)Split or consolidation of shares

Exercise Price after adjustment

=Exercise Price before adjustment

× Share split or shareconsolidation ratio

The Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholdersmeeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

(b)Issuance of new shares or disposition of treasury shares at a price lower than the market price for shares of common stock of the Company (excluding issuance or disposal upon exercise of the stock options)

Exercise Price after adjustment

=Exercise Price before adjustment

×Number of issued shares

+Number of new shares to × be issued

Amount to be paid-in per share

Market price per shareNumber of issued shares

+Number of new shares to be issued

i The "Market price" in the above Exercise Price Adjustment Formula shall be the average (fractional amounts less than one yen shall be calculated to the hundredth and then rounded to the nearest tenth) closing price (including indicative prices; hereinafter the same) of ordinary trading of shares of common stock of the Company listed on a financial instruments exchange (if the share of common stock of the Company are listed on two or more financial instruments exchanges, the main financial instruments exchange considered to be the most appropriate by taking into account the trading volume and the ratio of the pricing, etc. of the shares of common stock of the Company for the period specified in this sub-item) for a period of 30 trading days (excluding days with no closing price) commencing on the 45th trading day prior to the application date of the Exercise Price after adjustment.

ii The "Number of issued shares" in the above Exercise Price Adjustment Formula shall be the total number of issued shares of common stock of the Company as of the date one month prior to the application date if no record date is prescribed, or as of the record date, if any, less the number of treasury shares of common stock of the Company; and in the case of disposition of treasury shares of common stock of the Company, the "Number of new shares to be issued" in the Exercise Price Adjustment Formula shall be replaced with the "Number of treasury shares to be disposed."

iii The Exercise Price after adjustment shall be applied on and after the date immediately following the date of payment (if a period for payment is prescribed, the last day thereof) or on and after the date immediately following the record date for offering of shares of common stock of the Company, if any.

(c) In addition, if it is appropriate to adjust the Exercise Price after the Allotment Date because of a merger of the Company with another company or for other reasons, the Company shall adjust the Exercise Price as necessary to a reasonable extent.

(d) When adjusting the Exercise Price, the Company shall notify the Stock Option Holders or give public notice of necessary matters by the date immediately preceding the application date of the Exercise Price after adjustment; however, if the Company is unable to notify the Stock Option Holders or give public notice thereof by the date immediately preceding the application date, the Company shall notify the Stock Option Holders or give public notice thereof promptly thereafter.

(6) Exercise period for the stock options

The exercise period for the stock options shall be from July 29, 2022 to July 8, 2029 (the "Exercise Period"). However, if the last day of the Exercise Period falls on a holiday of the Company, the Exercise Period shall end on the business day immediately preceding such day.

Notwithstanding the preceding paragraph, the Stock Option Holder may exercise the stock option during the periods listed in the following items (including the first day and the last day of each period) up to the number of units in the relevant item (including the units for which the stock options have already been exercised). In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised.

(i) From July 29, 2022 to July 8, 2029 20% of the total number of stock options allotted to the Stock Holder
(ii) From July 29, 2023 to July 8, 2029 50% of the total number of stock options allotted to the Stock Holder
(iii) From July 29, 2024 to July 8, 2029 100% of the total number of stock options allotted to the Stock Holder

(7) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options

(i) The amount of the increase of stated capital in issuance of shares upon exercise of stock options shall be one-half of the maximum amount of increase of stated capital, etc. to be calculated pursuant to Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from the calculation shall be rounded up to the nearest whole number.
(ii) The amount of the increase of capital reserves in issuance of shares upon exercise of stock options shall be the maximum amount of increase of stated capital, etc. set forth in clause (i)

above less the amount of increase of stated capital set forth in clause (i) above.

(8) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(9) Conditions on exercise of the stock options
- (i) When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (ii) A Stock Option Holder must hold the position of either director of the Company or of the Company's affiliated companies (meaning associated companies as defined in the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, Etc.; hereinafter the same) at the time that the stock options are exercised; however, this shall not apply in cases when a Stock Option Holder has retired from the position of director of the Company or of the Company's affiliated companies due to the expiry of his/her term of office, or when the Company acknowledges that there is a justifiable reason therefor.
- (iii) Each stock option cannot be partially exercised.
- (iv) A Stock Option Holder may exercise the stock option up to the number of units listed in the following items only if the stock price of the shares of common stock of the Company satisfies the conditions in the relevant item. In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised. If it is appropriate to adjust the Standard Stock Price (as defined in item (a)) because of a merger, an issuance of shares for subscription, a share split or share consolidation or other similar events, the Company shall adjust the Standard Stock Price as necessary to a reasonable extent. A Stock Option Holder may exercise the stock options during the periods specified in Section (6) above up to the applicable maximum number of units for the exercise if the stock price of the shares of common stock of the Company satisfies the conditions listed in the following items:
  - (a) If, on any day from July 29, 2022 to July 29, 2025, the average closing price in ordinary trading of the Company's shares of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day (excluding the day on which no ordinary trading of the Company's shares of common stock is executed; the same applies to the items in this paragraph) exceeds 640 yen (the "Standard Stock Price"):
    20% of the total number of allotted stock options
  - (b) If, on any day from July 29, 2023 to July 29, 2026, the average closing price in ordinary trading of the Company's share of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day exceeds the Standard Stock Price:
    30% of the total number of allotted stock options
  - (c) If, on any day from July 29, 2024 to July 29, 2027, the average closing price in ordinary trading of the Company's shares of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day exceeds the Standard Stock

Price:

50% of the total number of allotted stock options

(10) Allotment date for the stock options
March 31, 2021
(11) Payment date of money in lieu of the stock options March 31, 2021
(12) Conditions on acquisition of the stock options
The Company may acquire the stock options on a date separately prescribed by the Board of Directors of the Company without any consideration if any of the proposals listed in items (i), (ii), (iii), (iv) and (v) below is approved at a shareholders meeting of the Company (if no resolution at a shareholders meeting is required, when a resolution of the Company's Board of Directors has been passed):
- (i) a proposal for approval of a merger agreement pursuant to which the Company will become an absorbed company;
- (ii) a proposal for approval of a corporate split agreement or a corporate split plan pursuant to which the Company will become a splitting company;
- (iii) a proposal for approval of a share exchange agreement or a share transfer plan pursuant to which the Company will become a wholly-owned subsidiary;
- (iv) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of all classes of shares issued by the Company is subject to the approval of the Company; or
- (v) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of the shares covered by the stock options is subject to the approval of the Company, or that all of the shares of such class may be acquired by the Company by a resolution of a shareholders meeting of the Company.
(13) Matters related to delivery of stock options upon reorganization
In the event of a merger (limited to a merger by which the Company is absorbed), an absorption-type corporate split or incorporation-type corporate split (in either case, limited to a corporate split by which the Company becomes a splitting company), or a share exchange or share transfer (in either case, limited to a transaction by which the Company becomes a wholly-owned subsidiary) (hereinafter collectively referred to as a "Reorganization") with regard to the Company, the Company shall deliver to the Stock Option Holders holding the stock options (the "Outstanding Stock Options") outstanding immediately prior to the effective date of such Reorganization (hereinafter meaning, in the case of an absorption-type merger, the date on which such absorption-type merger becomes effective; in the case of an incorporation-type merger, the date of incorporation of the company to be incorporated by such merger; in the case of an absorption-type corporate split, the date on which such absorption-type split becomes effective; in the case of an incorporation-type split, the date of incorporation of the company to be incorporated by such split; in the case of a share exchange, the date on which such share exchange becomes effective; and in the case of a share transfer, the date of incorporation of the wholly-

owning parent company to be incorporated by such share transfer) the stock options of the company (the "Reorganized Company") listed in Article 236, paragraph 1, item (8) (a) through (e) of the Companies Act. In such case, the Outstanding Stock Options shall be extinguished and the Reorganized Company shall issue new stock options on the condition that the relevant absorption-type merger agreement, incorporation-type merger agreement, absorption-type corporate split agreement, incorporation-type corporate split plan, share exchange agreement or share transfer plan provides that stock options of the Reorganized Company will be delivered as follows:

(i) Number of stock options of the Reorganized Company to be delivered
The number of stock options equal to the number of Outstanding Stock Options held by each Stock Option Holder shall be delivered.
(ii) Class of shares of the Reorganized Company covered by the stock options Shares of common stock of the Reorganized Company shall be covered.
(iii) Number of shares of the Reorganized Company covered by the stock options
The number shall be determined in accordance with Section 4 above, taking into consideration of various factors such as the conditions of the Reorganization.
(iv) Value of property to be contributed upon exercise of the stock options
The value of property to be contributed upon exercise of each stock option to be delivered shall be the amount obtained by multiplying (a) the Exercise Price after the Reorganization to be obtained by adjusting the Exercise Price set forth in Section 5 above after taking into consideration of various factors such as the conditions of the Reorganization by (b) the number of shares of the Reorganized Company covered by the stock options, which is determined pursuant to item (iii) above.
(v) Exercise period for the stock options
The exercise period shall commence on the commencement date of the exercise period of the stock options set forth in Section 6 above or the effective date of the Reorganization, whichever comes later, and end on the expiration date of the exercise period of the stock options set forth in Section 6 above.
(vi) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
To be determined in accordance with Section 7 above.
(vii) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Reorganized Company.
(viii) Other conditions on exercise of the stock options
To be determined in accordance with Section 9 above.
(ix) Conditions on acquisition of the stock options
To be determined in accordance with Section 12 above.

(14) Treatment of fractions less than one share arising upon exercise of the stock options

If the number of shares to be delivered to a Stock Option Holder exercising the stock options includes any fraction less than one share, such fraction shall be rounded down.

(15)People who are to be allotted stock options, the number thereof, and the number of stock options to be allotted

Allottee

Number

Number of stock options

Directors of the affiliated companies of the

Company

30,240

2. LINE 26th Stock Options
(1) Name of stock options:
LINE 26th Stock Options
(2) Total number of stock options:
30,240 units
The above number is the number scheduled to be allotted. If the total number of stock options to be allotted is decreased, such as when no stock option has been subscribed for, the total number of stock options to be allotted shall be the total number of stock options to be issued.
(3) Amount to be paid in for the stock options
The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares").
However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in.
(4) Class and number of shares covered by the stock options
The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

However, the Number of Granted Shares shall be adjusted by the following formula if the Company splits (including allotment of shares of common stock of the Company without contribution; the same shall apply to any reference to a share split hereinafter) or consolidates shares of its common stock,and fractions less than one share arising as a result of such adjustment shall be rounded off.

Number of Granted	=	Number of Granted	x	Share split or share
Shares after adjustment	Shares before adjustment	consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

(5) Value of property to be contributed upon exercise of stock options

(i) The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered by exercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be 481 yen.
(ii) If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the day on which the stock acquisition rights are allotted, set forth in Section 10 below (hereinafter the "Allotment Date"), the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:

(a)Split or consolidation of shares

Exercise Price after adjustment

=Exercise Price before adjustment

× Share split or shareconsolidation ratio

The Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

Exercise Price after adjustment

=Exercise Price before adjustment

×Number of issued shares

+Number of new shares to × be issued

Amount to be paid-in per share

Market price per shareNumber of issued shares

+Number of new shares to be issued

(6) Exercise period for the stock options

The exercise period for the stock options shall be from November 5, 2023 to November 5, 2030 (the "Exercise Period"). However, if the last day of the Exercise Period falls on a holiday of the Company, the Exercise Period shall end on the business day immediately preceding such day.

(i)	From November 5, 2023 to November 5, 2030
20% of the total number of stock options allotted to the Stock Holder
(ii)	From November 5, 2024 to November 5, 2030
Disclaimer

50% of the total number of stock options allotted to the Stock Holder

(iii)From November 5, 2025 to November 5, 2030 100% of the total number of stock options allotted to the Stock Holder

(7) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
- (i) The amount of the increase of stated capital in issuance of shares upon exercise of stock options shall be one-half of the maximum amount of increase of stated capital, etc. to be calculated pursuant to Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from the calculation shall be rounded up to the nearest whole number.
- (ii) The amount of the increase of capital reserves in issuance of shares upon exercise of stock options shall be the maximum amount of increase of stated capital, etc. set forth in clause (i) above less the amount of increase of stated capital set forth in clause (i) above.
(8) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(9) Conditions on exercise of the stock options
- (i) When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (ii) A Stock Option Holder must hold the position of either director of the Company or of the Company's affiliated companies (meaning associated companies as defined in the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, Etc.; hereinafter the same) at the time that the stock options are exercised; however, this shall not apply in cases when a Stock Option Holder has retired from the position of director of the Company or of the Company's affiliated companies due to the expiry of his/her term of office, or when the Company acknowledges that there is a justifiable reason therefor.
- (iii) Each stock option cannot be partially exercised.
- (iv) A Stock Option Holder may exercise the stock option up to the number of units listed in the following items only if the stock price of the shares of common stock of the Company satisfies the conditions in the relevant item. In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised. If it is appropriate to adjust the Standard Stock Price (as defined in item (a)) because of a merger, an issuance of shares for subscription, a share split or share consolidation or other similar events, the Company shall adjust the Standard Stock Price as necessary to a reasonable extent. A Stock Option Holder may exercise the stock options during the periods specified in Section (6) above up to the applicable maximum number of units for the exercise if the stock price of the shares of common stock of the Company satisfies the conditions listed in the following items:

(a) If, on any day from November 5, 2023 to November 5, 2026, the average closing price in ordinary trading of the Company's shares of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day (excluding the day on which no ordinary trading of the Company's shares of common stock is executed; the same applies to the items in this paragraph) exceeds 640 yen (the "Standard Stock Price"):
20% of the total number of allotted stock options
(b) If, on any day from November 5, 2024 to November 5, 2027, the average closing price in ordinary trading of the Company's share of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day exceeds the Standard Stock Price:
30% of the total number of allotted stock options
(c) If, on any day from November 5, 2025 to November 5, 2028, the average closing price in ordinary trading of the Company's shares of common stock on the Tokyo Stock Exchange during the ten-business-day period immediately preceding that day exceeds the Standard Stock Price:
50% of the total number of allotted stock options

(10) Allotment date for the stock options
March 31, 2021
(11) Payment date of money in lieu of the stock options March 31, 2021
(12) Conditions on acquisition of the stock options
The Company may acquire the stock options on a date separately prescribed by the Board of Directors of the Company without any consideration if any of the proposals listed in items (i), (ii), (iii), (iv) and (v) below is approved at a shareholders meeting of the Company (if no resolution at a shareholders meeting is required, when a resolution of the Company's Board of Directors has been passed):
- (i) a proposal for approval of a merger agreement pursuant to which the Company will become an absorbed company;
- (ii) a proposal for approval of a corporate split agreement or a corporate split plan pursuant to which the Company will become a splitting company;
- (iii) a proposal for approval of a share exchange agreement or a share transfer plan pursuant to which the Company will become a wholly-owned subsidiary;
- (iv) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of all classes of shares issued by the Company is subject to the approval of the Company; or
- (v) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of the shares covered by the stock options is subject to the approval of the Company, or that all of the shares of such class may be acquired by the Company by a resolution of a shareholders meeting of the Company.
(13) Matters related to delivery of stock options upon reorganization

In the event of a merger (limited to a merger by which the Company is absorbed), an absorption-type corporate split or incorporation-type corporate split (in either case, limited to a corporate split by which the Company becomes a splitting company), or a share exchange or share transfer (in either case, limited to a transaction by which the Company becomes a wholly-owned subsidiary) (hereinafter collectively referred to as a "Reorganization") with regard to the Company, the Company shall deliver to the Stock Option Holders holding the stock options (the "Outstanding Stock Options") outstanding immediately prior to the effective date of such Reorganization (hereinafter meaning, in the case of an absorption-type merger, the date on which such absorption-type merger becomes effective; in the case of an incorporation-type merger, the date of incorporation of the company to be incorporated by such merger; in the case of an absorption-type corporate split, the date on which such absorption-type split becomes effective; in the case of an incorporation-type split, the date of incorporation of the company to be incorporated by such split; in the case of a share exchange, the date on which such share exchange becomes effective; and in the case of a share transfer, the date of incorporation of the wholly-owning parent company to be incorporated by such share transfer) the stock options of the company (the "Reorganized Company") listed in Article 236, paragraph 1, item (8) (a) through (e) of the Companies Act. In such case, the Outstanding Stock Options shall be extinguished and the Reorganized Company shall issue new stock options on the condition that the relevant absorption-type merger agreement, incorporation-type merger agreement, absorption-type corporate split agreement, incorporation-type corporate split plan, share exchange agreement or share transfer plan provides that stock options of the Reorganized Company will be delivered as follows:

(i) Number of stock options of the Reorganized Company to be delivered
The number of stock options equal to the number of Outstanding Stock Options held by each Stock Option Holder shall be delivered.
(ii) Class of shares of the Reorganized Company covered by the stock options Shares of common stock of the Reorganized Company shall be covered.
(iii) Number of shares of the Reorganized Company covered by the stock options
The number shall be determined in accordance with Section 4 above, taking into consideration of various factors such as the conditions of the Reorganization.
(iv) Value of property to be contributed upon exercise of the stock options
The value of property to be contributed upon exercise of each stock option to be delivered shall be the amount obtained by multiplying (a) the Exercise Price after the Reorganization to be obtained by adjusting the Exercise Price set forth in Section 5 above after taking into consideration of various factors such as the conditions of the Reorganization by (b) the number of shares of the Reorganized Company covered by the stock options, which is determined pursuant to item (iii) above.
(v) Exercise period for the stock options
The exercise period shall commence on the commencement date of the exercise period of the stock options set forth in Section 6 above or the effective date of the Reorganization, whichever comes later, and end on the expiration date of the exercise period of the stock options set forth in Section 6 above.

(vi) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
To be determined in accordance with Section 7 above.
(vii) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Reorganized Company.
(viii) Other conditions on exercise of the stock options
To be determined in accordance with Section 9 above.
(ix) Conditions on acquisition of the stock options
To be determined in accordance with Section 12 above.

(14) Treatment of fractions less than one share arising upon exercise of the stock options

If the number of shares to be delivered to a Stock Option Holder exercising the stock options includes any fraction less than one share, such fraction shall be rounded down.

(15)People who are to be allotted stock options, the number thereof, and the number of stock options to be allotted

Allottee

Number

Number of stock options

Directors of the affiliated companies of the

Company

30,240

III.	Terms and conditions of stock acquisition rights to be issued to the officers and employees of the
Company's affiliated company
1.	LINE 24th Stock Options
(1)	Name of stock options:
LINE 24th Stock Options
(2)	Total number of stock options:
14,760 units
The above number is the number scheduled to be allotted. If the total number of stock options to be
allotted is decreased, such as when no stock option has been subscribed for, the total number of stock
options to be allotted shall be the total number of stock options to be issued.

(3) Amount to be paid in for the stock options
The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares").
However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in.

(4) Class and number of shares covered by the stock options

The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

Number of Granted	=	Number of Granted	x	Share split or share
Shares after adjustment	Shares before adjustment	consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

(5) Value of property to be contributed upon exercise of stock options

(i) The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered byexercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be 298 yen.

(ii)

If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the day on which the stock acquisition rights are allotted, set forth in Section 10 below (hereinafter the "Allotment Date"), the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price

Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:

(a) Split or consolidation of shares

Exercise Price after adjustment

=Exercise Price before adjustment

× Share split or shareconsolidation ratio

The Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

(b) Issuance of new shares or disposition of treasury shares at a price lower than the market price for shares of common stock of the Company (excluding issuance or disposal upon exercise of the stock options)

Exercise Price after adjustment

=Exercise Price before adjustment

×Number of issued shares

+Number of new shares to × be issued

Amount to be paid-in per share

Market price per shareNumber of issued shares

+Number of new shares to be issued

i The "Market price" in the above Exercise Price Adjustment Formula shall be the average (fractional amounts less than one yen shall be calculated to the hundredth and then rounded to the nearest tenth) closing price (including indicative prices; hereinafter the same) ofordinary trading of shares of common stock of the Company listed on a financial instruments exchange (if the share of common stock of the Company are listed on two or more financial instruments exchanges, the main financial instruments exchange considered to be the most appropriate by taking into account the trading volume and the ratio of the pricing, etc. of the shares of common stock of the Company for the period specified in this sub-item) for a period of 30 trading days (excluding days with no closing price) commencing on the 45th trading day prior to the application date of the Exercise Price after adjustment.

(6) Exercise period for the stock options

Notwithstanding the preceding paragraph, the Stock Option Holder may exercise the stock option during the periods listed in the following items (including the first day and the last day of each period), and thenumber of units shall be limited, in principle, to those listed in the relevant item (including the units for which the stock options have already been exercised). In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised.

(i) From July 29, 2022 to July 8, 2029 20% of the total number of stock options allotted to the Stock Holder
(ii) From July 29, 2023 to July 8, 2029 50% of the total number of stock options allotted to the Stock Holder
(iii) From July 29, 2024 to July 8, 2029 100% of the total number of stock options allotted to the Stock Holder

(7) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
- (i) The amount of the increase of stated capital in issuance of shares upon exercise of stock options shall be one-half of the maximum amount of increase of stated capital, etc. to be calculated pursuant to Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from the calculation shall be rounded up to the nearest whole number.
- (ii) The amount of the increase of capital reserves in issuance of shares upon exercise of stock options shall be the maximum amount of increase of stated capital, etc. set forth in clause (i) above less the amount of increase of stated capital set forth in clause (i) above.
(8) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(9) Conditions on exercise of the stock options
- (i) When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (ii) A Stock Option Holder must hold the position of either director, corporate auditor, officer, executive officer, or employee of the Company or of the Company's affiliated companies (meaning associated companies as defined in the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, Etc.; hereinafter the same) at the time that the stock options are exercised; however, this shall not apply in cases when a Stock Option Holder has retired from the position of director, corporate auditor, or executive officer of the Company or of the Company's affiliated companies due to the expiry of his/her term of office, or when the Company acknowledges that there is a justifiable reason therefor.
- (iii) Each stock option cannot be partially exercised.

(10) Allotment date for the stock options March 31, 2021
(11) Payment date of money in lieu of the stock options March 31, 2021
(12) Conditions on acquisition of the stock options
The Company may acquire the stock options on a date separately prescribed by the Board of Directors of the Company without any consideration if any of the proposals listed in items (i), (ii), (iii), (iv) and (v) below is approved at a shareholders meeting of the Company (if no resolution at a shareholders meeting is required, when a resolution of the Company's Board of Directors has been passed):
- (i) a proposal for approval of a merger agreement pursuant to which the Company will become an absorbed company;
- (ii) a proposal for approval of a corporate split agreement or a corporate split plan pursuant to which the Company will become a splitting company;
- (iii) a proposal for approval of a share exchange agreement or a share transfer plan pursuant to which the Company will become a wholly-owned subsidiary;
- (iv) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of all classes of shares issued by the Company is subject to the approval of the Company; or
- (v) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of the shares covered by the stock options is subject to the approval of the Company, or that all of the shares of such class may be acquired by the Company by a resolution of a shareholders meeting of the Company.
(13) Matters related to delivery of stock options upon reorganization
In the event of a merger (limited to a merger by which the Company is absorbed), an absorption-type corporate split or incorporation-type corporate split (in either case, limited to a corporate split by which the Company becomes a splitting company), or a share exchange or share transfer (in either case, limited to a transaction by which the Company becomes a wholly-owned subsidiary) (hereinafter collectively referred to as a "Reorganization") with regard to the Company, the Company shall deliver to the Stock Option Holders holding the stock options (the "Outstanding Stock Options") outstanding immediately prior to the effective date of such Reorganization (hereinafter meaning, in the case of an absorption-type merger, the date on which such absorption-type merger becomes effective; in the case of an incorporation-type merger, the date of incorporation of the company to be incorporated by such merger; in the case of an absorption-type corporate split, the date on which such absorption-type split becomes effective; in the case of an incorporation-type split, the date of incorporation of the company to be incorporated by such split; in the case of a share exchange, the date on which such share exchange becomes effective; and in the case of a share transfer, the date of incorporation of the wholly-owning parent company to be incorporated by such share transfer) the stock options of the company (the "Reorganized Company") listed in Article 236, paragraph 1, item (8) (a) through (e) of the Companies Act. In such case, the Outstanding Stock Options shall be extinguished and the

Reorganized Company shall issue new stock options on the condition that the relevant absorption-type merger agreement, incorporation-type merger agreement, absorption-type corporate split agreement, incorporation-type corporate split plan, share exchange agreement or share transfer plan provides that stock options of the Reorganized Company will be delivered as follows:

(i) Number of stock options of the Reorganized Company to be delivered
The number of stock options equal to the number of Outstanding Stock Options held by each Stock Option Holder shall be delivered.
(ii) Class of shares of the Reorganized Company covered by the stock options Shares of common stock of the Reorganized Company shall be covered.
(iii) Number of shares of the Reorganized Company covered by the stock options
The number shall be determined in accordance with Section 4 above, taking into consideration of various factors such as the conditions of the Reorganization.
(iv) Value of property to be contributed upon exercise of the stock options
The value of property to be contributed upon exercise of each stock option to be delivered shall be the amount obtained by multiplying (a) the Exercise Price after the Reorganization to be obtained by adjusting the Exercise Price set forth in Section 5 above after taking into consideration of various factors such as the conditions of the Reorganization by (b) the number of shares of the Reorganized Company covered by the stock options, which is determined pursuant to item (iii) above.
(v) Exercise period for the stock options
The exercise period shall commence on the commencement date of the exercise period of the stock options set forth in Section 6 above or the effective date of the Reorganization, whichever comes later, and end on the expiration date of the exercise period of the stock options set forth in Section 6 above.
(vi) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
To be determined in accordance with Section 7 above.
(vii) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Reorganized Company.
(viii) Other conditions on exercise of the stock options
To be determined in accordance with Section 9 above.
(ix) Conditions on acquisition of the stock options
To be determined in accordance with Section 12 above.

(14) Treatment of fractions less than one share arising upon exercise of the stock options

If the number of shares to be delivered to a Stock Option Holder exercising the stock options includes any fraction less than one share, such fraction shall be rounded down.

(15)People who are to be allotted stock options, the number thereof, and the number of stock options to be allotted

Allottee	Number	Number of stock options
Officers and employees of the affiliated companies of the Company	801	14,760

2. LINE 25th Stock Options
(1) Name of stock options:
LINE 25th Stock Options
(2) Total number of stock options:
44,837 units
The above number is the number scheduled to be allotted. If the total number of stock options to be allotted is decreased, such as when no stock option has been subscribed for, the total number of stock options to be allotted shall be the total number of stock options to be issued.
(3) Amount to be paid in for the stock options
The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares").
However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in.
(4) Class and number of shares covered by the stock options
The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

Number of Granted	=	Number of Granted	x	Share split or share
Shares after adjustment	Shares before adjustment	consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

(5) Value of property to be contributed upon exercise of stock options

(i) The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered by exercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be 298 yen.
(ii) If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the day on which the stock acquisition rights are allotted, set forth in Section 10 below (hereinafter the "Allotment Date"), the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:
(a)Split or consolidation of shares

Exercise Price after adjustment

=Exercise Price before adjustment

×Share split or shareconsolidation ratioThe Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

Exercise Price after adjustment

=Exercise Price before adjustment

×Number of issued shares

+Number of new shares to × be issued

Amount to be paid-in per share

Market price per shareNumber of issued shares

+Number of new shares to be issued

ii The "Number of issued shares" in the above Exercise Price Adjustment Formula shall be the total number of issued shares of common stock of the Company as of the date one month prior to the application date if no record date is prescribed, or as of the record date, if any, less the number of treasury shares of common stock of the Company; and in the case of disposition of treasury shares of common stock of the Company, the "Number of newshares to be issued" in the Exercise Price Adjustment Formula shall be replaced with the "Number of treasury shares to be disposed."

(6) Exercise period for the stock options

Notwithstanding the preceding paragraph, the Stock Option Holder may exercise the stock option during the periods listed in the following items (including the first day and the last day of each period) up to the number of units, and the number of units shall be limited, in principle, to those listed in the relevant item (including the units for which the stock options have already been exercised). In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised.

(i)	From July 29, 2022 to July 8, 2029
20% of the total number of stock options allotted to the Stock Holder
(ii)	From July 29, 2023 to July 8, 2029
50% of the total number of stock options allotted to the Stock Holder
(iii)	From July 29, 2024 to July 8, 2029
100% of the total number of stock options allotted to the Stock Holder
Disclaimer

(7) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
- (i) The amount of the increase of stated capital in issuance of shares upon exercise of stock options shall be one-half of the maximum amount of increase of stated capital, etc. to be calculated pursuant to Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from the calculation shall be rounded up to the nearest whole number.
- (ii) The amount of the increase of capital reserves in issuance of shares upon exercise of stock options shall be the maximum amount of increase of stated capital, etc. set forth in clause (i) above less the amount of increase of stated capital set forth in clause (i) above.
(8) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(9) Conditions on exercise of the stock options
When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (i) When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (ii) A Stock Option Holder must hold the position of either director, corporate auditor, officer, executive officer, or employee of the Company or of the Company's affiliated companies (meaning associated companies as defined in the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, Etc.; hereinafter the same) at the time that the stock options are exercised; however, this shall not apply in cases when a Stock Option Holder has retired from the position of director, corporate auditor, or executive officer of the Company or of the Company's affiliated companies due to the expiry of his/her term of office, or when the Company acknowledges that there is a justifiable reason therefor.
- (iii) Each stock option cannot be partially exercised.
(10) Allotment date for the stock options
March 31, 2021
(11) Payment date of money in lieu of the stock options March 31, 2021
(12) Conditions on acquisition of the stock options
The Company may acquire the stock options on a date separately prescribed by the Board of Directors of the Company without any consideration if any of the proposals listed in items (i), (ii), (iii), (iv) and (v) below is approved at a shareholders meeting of the Company (if no resolution at a shareholders

meeting is required, when a resolution of the Company's Board of Directors has been passed):

(i) a proposal for approval of a merger agreement pursuant to which the Company will become an absorbed company;
(ii) a proposal for approval of a corporate split agreement or a corporate split plan pursuant to which the Company will become a splitting company;
(iii) a proposal for approval of a share exchange agreement or a share transfer plan pursuant to which the Company will become a wholly-owned subsidiary;
(iv) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of all classes of shares issued by the Company is subject to the approval of the Company; or
(v) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of the shares covered by the stock options is subject to the approval of the Company, or that all of the shares of such class may be acquired by the Company by a resolution of a shareholders meeting of the Company.

(13) Matters related to delivery of stock options upon reorganization

(i) Number of stock options of the Reorganized Company to be delivered
The number of stock options equal to the number of Outstanding Stock Options held by each Stock Option Holder shall be delivered.
(ii) Class of shares of the Reorganized Company covered by the stock options Shares of common stock of the Reorganized Company shall be covered.

(iii) Number of shares of the Reorganized Company covered by the stock options
The number shall be determined in accordance with Section 4 above, taking into consideration of various factors such as the conditions of the Reorganization.
(iv) Value of property to be contributed upon exercise of the stock options
The value of property to be contributed upon exercise of each stock option to be delivered shall be the amount obtained by multiplying (a) the Exercise Price after the Reorganization to be obtained by adjusting the Exercise Price set forth in Section 5 above after taking into consideration of various factors such as the conditions of the Reorganization by (b) the number of shares of the Reorganized Company covered by the stock options, which is determined pursuant to item (iii) above.
(v) Exercise period for the stock options
The exercise period shall commence on the commencement date of the exercise period of the stock options set forth in Section 6 above or the effective date of the Reorganization, whichever comes later, and end on the expiration date of the exercise period of the stock options set forth in Section 6 above.
(vi) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
To be determined in accordance with Section 7 above.
(vii) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Reorganized Company.
(viii) Other conditions on exercise of the stock options
To be determined in accordance with Section 9 above.
(ix) Conditions on acquisition of the stock options
To be determined in accordance with Section 12 above.

(14) Treatment of fractions less than one share arising upon exercise of the stock options

If the number of shares to be delivered to a Stock Option Holder exercising the stock options includes any fraction less than one share, such fraction shall be rounded down.

(15)People who are to be allotted stock options, the number thereof, and the number of stock options to be allotted

Allottee	Number	Number of stock options
Officers and employees of the affiliated companies of the Company	5,271	44,837

3. LINE 28th Stock Options

(1) Name of stock options:

LINE 28th Stock Options

(2) Total number of stock options:
48,382 units
The above number is the number scheduled to be allotted. If the total number of stock options to be allotted is decreased, such as when no stock option has been subscribed for, the total number of stock options to be allotted shall be the total number of stock options to be issued.
(3) Amount to be paid in for the stock options
The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares").
However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in.
(4) Class and number of shares covered by the stock options
The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

Number of Granted	=	Number of Granted	x	Share split or share
Shares after adjustment	Shares before adjustment	consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of suchshareholders meeting.

(5) Value of property to be contributed upon exercise of stock options

(i) The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered by exercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be 481 yen.
(ii) If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the day on which the stock acquisition rights are allotted, set forth in Section 10 below (hereinafter the "Allotment Date"), the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:
(a)Split or consolidation of shares

Exercise Price after adjustment

=Exercise Price before adjustment

× Share split or shareconsolidation ratio

The Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

Exercise Price after adjustment

=Exercise Price before adjustment

×Number of issued shares

+Number of new shares to × be issued

Amount to be paid-in per share

Market price per shareNumber of issued shares

+Number of new shares to be issued

(6) Exercise period for the stock options

Notwithstanding the preceding paragraph, the Stock Option Holder may exercise the stock option during the periods listed in the following items (including the first day and the last day of each period), and the number of units shall be limited, in principle, to those listed in the relevant item (including the units for which the stock options have already been exercised). In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised.

(i) From November 5, 2023 to November 5, 2030 20% of the total number of stock options allotted to the Stock Holder
(ii) From November 5, 2024 to November 5, 2030 50% of the total number of stock options allotted to the Stock Holder
(iii) From November 5, 2025 to November 5, 2030 100% of the total number of stock options allotted to the Stock Holder

(7) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options

(i) The amount of the increase of stated capital in issuance of shares upon exercise of stock options shall be one-half of the maximum amount of increase of stated capital, etc. to be calculated pursuant to Article 17, paragraph 1 of the Regulation on Corporate Accounting. Any fraction less than one yen resulting from the calculation shall be rounded up to the nearest whole number.
(ii) The amount of the increase of capital reserves in issuance of shares upon exercise of stock options shall be the maximum amount of increase of stated capital, etc. set forth in clause (i) above less the amount of increase of stated capital set forth in clause (i) above.

(8) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Company.
(9) Conditions on exercise of the stock options
- (i) When a Stock Option Holder passes away, his/her heirs may not exercise the stock options unless the Company determines otherwise.
- (ii) A Stock Option Holder must hold the position of either director, corporate auditor, officer, executive officer, or employee of the Company or of the Company's affiliated companies (meaning associated companies as defined in the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, Etc.; hereinafter the same) at the time that the stock options are exercised; however, this shall not apply in cases when a Stock Option Holder has retired from the position of director, corporate auditor, or executive officer of the Company or of the Company's affiliated companies due to the expiry of his/her term of office, or when the Company acknowledges that there is a justifiable reason therefor.
- (iii) Each stock option cannot be partially exercised.
(10) Allotment date for the stock options
March 31, 2021
(11) Payment date of money in lieu of the stock options March 31, 2021
(12) Conditions on acquisition of the stock options
The Company may acquire the stock options on a date separately prescribed by the Board of Directors of the Company without any consideration if any of the proposals listed in items (i), (ii), (iii), (iv) and (v) below is approved at a shareholders meeting of the Company (if no resolution at a shareholders meeting is required, when a resolution of the Company's Board of Directors has been passed):
- (i) a proposal for approval of a merger agreement pursuant to which the Company will become an absorbed company;
- (ii) a proposal for approval of a corporate split agreement or a corporate split plan pursuant to which the Company will become a splitting company;
- (iii) a proposal for approval of a share exchange agreement or a share transfer plan pursuant to which the Company will become a wholly-owned subsidiary;
- (iv) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of all classes of shares issued by the Company is subject to the approval of the Company; or
- (v) a proposal for approval of an amendment to the Articles of Incorporation of the Company to provide that the acquisition by transfer of the shares covered by the stock options is subject to the approval of the Company, or that all of the shares of such class may be acquired by the Company by a resolution of a shareholders meeting of the Company.
(13) Matters related to delivery of stock options upon reorganization

(i) Number of stock options of the Reorganized Company to be delivered
The number of stock options equal to the number of Outstanding Stock Options held by each Stock Option Holder shall be delivered.
(ii) Class of shares of the Reorganized Company covered by the stock options Shares of common stock of the Reorganized Company shall be covered.
(iii) Number of shares of the Reorganized Company covered by the stock options
The number shall be determined in accordance with Section 4 above, taking into consideration of various factors such as the conditions of the Reorganization.
(iv) Value of property to be contributed upon exercise of the stock options
The value of property to be contributed upon exercise of each stock option to be delivered shall be the amount obtained by multiplying (a) the Exercise Price after the Reorganization to be obtained by adjusting the Exercise Price set forth in Section 5 above after taking into consideration of various factors such as the conditions of the Reorganization by (b) the number of shares of the Reorganized Company covered by the stock options, which is determined pursuant to item (iii) above.
(v) Exercise period for the stock options
The exercise period shall commence on the commencement date of the exercise period of the stock options set forth in Section 6 above or the effective date of the Reorganization, whichever comes later, and end on the expiration date of the exercise period of the stock options set forth in Section 6 above.

(vi) Matters regarding increase of stated capital and capital reserve in issuance of shares upon exercise of stock options
To be determined in accordance with Section 7 above.
(vii) Restrictions on acquisition of the stock options by transfer
Any acquisition of the stock options by transfer shall be subject to the approval by resolution of the Board of Directors of the Reorganized Company.
(viii) Other conditions on exercise of the stock options
To be determined in accordance with Section 9 above.
(ix) Conditions on acquisition of the stock options
To be determined in accordance with Section 12 above.

(14) Treatment of fractions less than one share arising upon exercise of the stock options

If the number of shares to be delivered to a Stock Option Holder exercising the stock options includes any fraction less than one share, such fraction shall be rounded down.

(15)People who are to be allotted stock options, the number thereof, and the number of stock options to be allotted

Allottee	Number	Number of stock options
Officers and employees of the affiliated companies of the Company	5,767	48,382

IV.

Items regarding transactions, etc., with controlling shareholders

1. Applicability of transactions, etc. with controlling shareholders and compliance with guidelines concerning minority shareholders protection policy

The issuance of the said stock option fall, in part, under the category of transactions, etc. with controlling shareholders, because In Joon Hwang, senior managing corporate officer of the Company, who is eligible for the allocation, concurrently serves as the director of A Holdings Corporation, the parent company of the Company. As announced in the Corporate Governance Report dated March 1, 2021, the Company stipulates the following "Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder," and the issuance of the said stock option is decided in accordance with the said policy.

The parent company of Z Holdings Corporation is the SoftBank Group Corp., SoftBank Group

Japan Corporation, SoftBank Corp., and A Holdings Corporation. Z Holdings Corporation hasenacted "Regulations for Appropriate Business Transactions and Practices by Z Holdings Corporation, its Parent Company, Subsidiaries, and Affiliates". In accordance with these regulations, Z Holdings Corporation strives to maintain its commitment to fair and proper transactions by expressly forbidding clearly advantageous or disadvantageous transactions with its parent company, etc. which are judged by comparing transactions with a third party or with other similar transactions, and performing of transactions for the purpose of shifting profits, losses, or risks.

2. Measures to ensure fairness and to prevent conflict of interest

The said stock options are issued in accordance with the rules and procedures established within the

Company. The content and conditions of such stock options are also appropriate and do not deviate from the general content and conditions of stock options.

3. Outline of the opinion obtained from persons who have no conflict of interest with the controlling shareholders that the said transaction, etc. is not disadvantageous to minority shareholders

The content of the issuance of stock options and the appropriateness of the conditions have been discussed and resolved in the Company's Board of Directors meeting held today. Regarding the issuance of new shares, President and Representative Director, Kawabe, explained to the directors serving on the Audit and Supervisory Committee who do not have conflict of interest with controlling shareholders, Messrs. Yoshio Usumi, Maiko Hasumi, Tadashi Kunihiro and Rehito Hatoyama, that measures to ensure fairness and to prevent conflict of interest have been implemented. He further explained that the purpose of the stock options is to provide the allottees with incentives to continuously improve the corporate value of the Company and to promote further value sharing with the shareholders, and that the content and conditions of the stock options are appropriate. Based on the explanations, we have obtained a written opinion dated March 15, 2021 from Messrs. Yoshio Usumi, Maiko Hasumi, Tadashi Kunihiro and Rehito Hatoyama stating that the issuance of new shares is not disadvantageous to minority shareholders.

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Z Holdings Corporation published this content on 15 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2021 06:32:06 UTC.

Market Closed - Japan Exchange Other stock markets 02:00:00 2024-04-19 am EDT			5-day change	1st Jan Change
347.5 ^JPY	-0.43%		-4.27%	-30.46%

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Z Holdings Corporation Provides Consolidated Earnings Guidance for the Year Ending March 31, 2024	23-08-03	CI
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