SoftBank : 3.05MB / 157pages

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between the translated document and the Japanese original, the original shall prevail. SoftBank Corp. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Date and	10:00 AM, Thursday, June 20, 2024
time:	(Reception opens at 9:00 AM)
Venue:	TOKYO GARDEN THEATER
	1-6, Ariake 2-chome,Koto-ku, Tokyo

Notice of the 38th Annual

General Meeting of

Shareholders

(April 1, 2023 to March 31, 2024, "FY2023" or

"this fiscal year")

Agenda of	Proposal 1: Partial Amendment to
the	the Articles of
Meeting:	Incorporation
Proposal 2: Election of Eleven
	Board Directors
	Proposal 3: Election of One
	Substitute Audit &
	Supervisory Board
	Member

Table of	■	Notice of the 38th Annual	3
Contents		General Meeting of
		Shareholders
	■	Reference Materials for the	9
		Annual General Meeting of
		Shareholders
	■	Business Report	23
	■	Consolidated Financial	68
		Statements
	■	Non-consolidated Financial	70
		Statements
	■	Audit Reports	73

Transport Information

• Yurikamome Line: Ariake Station 4-minute walk from Exit 2B
• Yurikamome Line: Ariake-tennis-no-mori Station 5-minute walk from Exit 2A
• Rinkai Line: Kokusai-tenjijo Station 7-minute walk from Exit A

〈Reference〉

• Toei Bus: Take the route海01 (KM01), 都05-2 or 東16 buses and get off at Ariake-Nichōme (Ariake 2) bus stop

*Please refrain from driving to the venue as no parking space is provided.

*Please note that we do not distribute any gifts at the meeting. Thank you for your understanding.

Notice on the Web

The main content of this Notice can be viewed easily on your computer or smartphone.

https://s.srdb.jp/9434/

SoftBank Corp.

Stock code: 9434

To Our Shareholders

First, I would like to express my heartfelt gratitude for your continued support. I am pleased to notify you of the 38th Annual General Meeting of Shareholders of SoftBank Corp.

I would also like to express my heartfelt sympathies to all those affected by the 2024 Noto Peninsula Earthquake, which struck in January of this year, as well as my wishes for the quickest possible recovery in the disaster-hit areas. Because of this quake, our telecommunication services were at times difficult to use or unavailable. We sincerely apologize to our customers for any inconvenience this may have caused. This quake has spurred the Group to renew its commitment to not just provide even more reliable telecommunications services, but also to fully meet its responsibilities as a social infrastructure provider and contribute to the realization of a sustainable society.

In terms of our consolidated results for FY2023, revenue and profits both exceeded our upwardly revised forecasts (announced in February 2024). Excluding the impact of a one-time remeasurement gain associated with the consolidation of PayPay Corporation in FY2022, revenue and profits both increased year on year. Notably, net income attributable to owners of the Company, which we give the highest priority, increased by 45%, indicating steady progress toward achieving our medium-term management plan's target of record-high profit in FY2025.

Looking at conditions in each business, the Consumer segment, which had been affected by the mobile service price reduction in spring 2021, transitioned to year on year growth. This was mainly due to a return to growth in mobile revenue, which was primarily supported by strong additions in the number of mobile subscribers and a narrowing down of the decline of average revenue per user per month, in addition to a decrease in depreciation. Furthermore, the Enterprise segment, which captured enterprises' demand for digitalization, and the Media & EC segment, which carried out selective focus on key business areas and cost optimization, both delivered double-digit profit growth. In the Financial segment, PayPay Corporation's consolidated EBITDA (operating income before depreciation and amortization) was positive for the first time on a full-year basis.

As a result of the foregoing, we plan to pay a year-end dividend of ¥43 per common share (annual dividend of ¥86 per common share), as planned.

We are also making solid progress on initiatives for medium- and long-term growth. In the field of generative AI*1, which is expected to expand dramatically in the future, we are building a large language model (LLM) specialized for the Japanese language, which is a foundational technology, in order to be a market leader. In May 2024, we announced an additional growth investment of approximately ¥150.0*2 billion to scale up the AI computing infrastructure*3 required to build such an LLM. In addition, we began construction on an AI data center in Tomakomai City, Hokkaido, to conduct in- house development of generative AI and meet rising AI-related usage needs. As stated in our long-term vision (announced in May 2023), we will provide next-generation social infrastructure essential to the development of a digital society and strive to increase our corporate value even more.

SoftBank Corp. aims to achieve both medium- and long-term growth and a high level of shareholder returns. For FY2024, the dividend per common share is planned to be ¥86 (annual dividend)*4. Moreover, we announced our policy to conduct a stock split (10-for-1)*5 to create an environment that makes it easier for investors to invest as well as to establish a shareholder benefits program (¥1,000 worth of PayPay points)*6 to seek further expansion of the Group's ecosystem.

In closing, I kindly ask our shareholders for their continued support.

*1 AI capable of generating various types of content, such as text, images, and program code.

*2 After taking into account the subsidy (up to ¥42.1 billion) provided by the Ministry of Economy, Trade and Industry in certification of the "Cloud Program".

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*3 A high-performance computer that serves as a platform for undertaking data processing required to build an LLM.

*4 Subject to approval of the proposal on the amendment to the Articles of Incorporation by the Company's 38th Annual General Meeting of Shareholders scheduled to be held on June 20, 2024, the Company plans to conduct a stock split whereby each share of the Company's common shares will be split into 10 shares, with the effective date being October 1, 2024. The above dividend per share for FY2024 does not take into account this stock split.

*5 The record date of the stock split will be September 30, 2024. Each share of the Company's common shares held by shareholders entered or recorded on the final shareholder register on the record date will be split into 10 shares. The stock split is conditional upon approval of the proposal on the amendment to the Articles of Incorporation by the Company's 38th Annual General Meeting of Shareholders scheduled to be held on June 20, 2024.

*6 Please refer to the information at the end of this notice for the establishment of our shareholder benefits program.

May 29, 2024

President & CEO

SoftBank Corp.

Junichi Miyakawa

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The Notice

Stock code: 9434 June 5, 2024 (Electronic provision of information starts on: May 29, 2024)

To Shareholders

Junichi Miyakawa

President & CEO

SoftBank Corp.

1-7-1, Kaigan, Minato-ku, Tokyo

Notice of the 38th Annual General Meeting of Shareholders

In convening this General Meeting of Shareholders, the Company implements measures for information provision in electronic format, and matters subject to the measures for electronic provision are posted on the following websites as the "Notice of the 38th Annual General Meeting of Shareholders."

Company's website: https://www.softbank.jp/en/corp/ir/stock/shareholders/2024/

In addition to above, they are also posted on the following website: Tokyo Stock Exchange website: (https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)

To view the information on the TSE website above, enter and search for the Company's name or stock code, select "Basic information," and go to "Documents for public inspection/PR information."

Date and time:	10:00 AM, Thursday, June 20, 2024
	TOKYO GARDEN THEATER
Venue:	1-6, Ariake 2-chome,Koto-ku, Tokyo
	(Please note that the venue has changed from that of last year.)
Agenda	▶Matters for	Business Report, Consolidated Financial Statements for FY2023 (April 1,
of the Meeting:	reporting:	2023 to March 31, 2024) and results of audits of Consolidated Financial
		Statements by the Independent Auditor and Audit & Supervisory Board
		Non-consolidated Financial Statements for FY2023 (April 1, 2023 to March
		31, 2024)
	▶Matters for	Proposal 1: Partial Amendment to the Articles of Incorporation
	approval:	Proposal 2: Election of Eleven Board Directors
		Proposal 3: Election of One Substitute Audit & Supervisory Board Member

• If you require any accommodations at the venue, please contact "Inquiries concerning the General Meeting of Shareholders" at the end of this document by Thursday, June 13, 2024.
• The matters listed below are not included in paper-based documents sent to shareholders who have made a request for delivery of such documents, pursuant to the provision of laws and regulations and Article 22 of the Articles of Incorporation of the Company. Accordingly, they are a part of the documents audited by Audit & Supervisory Board Members and the Independent Auditor in preparing their Audit Reports.
  "Status of stock acquisition rights," "Status of Independent Auditor," "Overview of systems to ensure appropriateness of operations and its implementation status," "Consolidated Statement of Changes in Equity," "Non-consolidated Statement of Changes in Net Assets," "Notes to Consolidated Financial Statements," "Notes to Non-consolidated Financial Statements"
• For shareholders who have not made a request for delivery of paper documents, the Company sends in paper format a partial extract from the Reference Materials for the Annual General Meeting of Shareholders, in addition to statutory information.
• Any revisions to the information provided in electronic format will be posted on the websites above.
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Operation of the General Meeting of Shareholders

At the Meeting, as described below, you can exercise your voting rights in advance in writing (sending by mail) and via the internet, and you can attend on the day of the Meeting at the venue and via the internet.

The operation of the Meeting may change due to such factors as telecommunications issues involving online presentation and online attendance. If any change is made in the operation of the Meeting, notice will be given on the Company's website.

https://www.softbank.jp/en/corp/ir/stock/shareholders/2024/

1. Exercising Voting Rights in Writing in Advance

Please clearly indicate your approval or disapproval for each proposal on the enclosed voting form, and return it by 5:45

PM, Wednesday, June 19, 2024.

How to fill out the voting form

Proposals 1 and 3	If you approve Circle "Approve"
If you disapprove Circle "Disapprove"
	If you approve of all candidates Circle "Approve"
Proposal 2	If you disapprove of all candidates Circle "Disapprove"
	* If you wish to indicate approval or disapproval for certain candidates, indicate their candidate number.

If you submitted the voting form without indicating your approval or disapproval, you will be deemed to have indicated your "approval."

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2. Exercising Voting Rights via the Internet in Advance

Please access the Company's designated website for voting, follow the instructions on the screen and enter your approval or disapproval for the proposals by 5:45 PM, Wednesday, June 19, 2024.

Exercising voting rights with a smartphone by reading the QR code

You can login to the voting website without entering the voting right exercise code and password.

1. Please read the QR code printed on the lower right of the voting form.

2. Please follow the instructions on the screen and enter your approval or disapproval.

You may exercise voting rights with a smartphone only once.

If you wish to change the content of the vote after you exercised your voting rights, please access the PC website, login by entering the "voting right exercise code" and "password" printed on back of the right-hand slip of the voting form, and exercise your voting rights once again.

* You will be guided to the PC website if you reread the QR code.

How to enter the voting right exercise code and password

Voting

website

https://soukai.mizuho-tb.co.jp/

1. Please access the voting website.

2. Please enter the "voting right exercise code" printed on the voting form.

3. Please enter the "password" printed on the voting form.

4. Please follow the instructions on the screen and enter your approval or disapproval.

For inquiries concerning matters such as how to operate the PC to exercise your voting rights via the Internet, please contact the following.

Stock Transfer Agency Department,	(Business hours: 9:00-21:00 excluding year-end and
Mizuho Trust & Banking Co., Ltd.
0120-768-524 New Year holidays)
Internet Helpline

• If you enter the wrong password more than a certain number of times, your password will be locked. In that case, please follow the instructions on the screen.
• If you exercise your voting rights both in writing and via the Internet, the exercise via the Internet will be treated as effective.
• If you exercise your voting rights more than once via the Internet, the last exercise of your voting rights shall be deemed to be effective.

Electronic Voting Platform

Nominee shareholders such as managing trust banks and others (including standing proxies) will be able to use the electronic voting platform as a method to electronically exercise voting rights at the Annual General Meeting of Shareholders of the Company in addition to the method to exercise voting rights via the Internet, if the shareholders have applied in advance for the use of the electronic voting platform operated by ICJ, Inc.

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3. Attending Online

On the day of the Meeting, you can ask questions, make motions, and exercise your voting rights on the SoftBank General Meeting of Shareholders Portal below while viewing the online presentation. You will be treated as having attended the Meeting in the same way as if you actually came to the venue and attended the Meeting, in keeping with the Companies Act.

1) How to attend on the day of the Meeting

Access the Meeting Day Attendance page on the SoftBank General Meeting of Shareholders Portal, enter

and click "Attend" from

9:00 AM on the day of the Meeting (Thursday, June 20, 2024).

2) Exercising voting rights

• You can exercise your voting rights from the opening of the Meeting until the time of voting on the proposals, on the Meeting Day Attendance page. Please note that once you have exercised your voting rights, you cannot change the content of the vote.
• If you exercise your voting rights in advance in writing or online, and then attend the Meeting online and exercise your voting rights on the day of the Meeting, any prior exercise of voting rights shall be null and void. (If you attend the Meeting online on the day of the Meeting but do not exercise your voting rights, your prior exercise of voting rights shall be valid.) If you attend the Meeting online and exercise your voting rights on the day of the Meeting, and if there is a proposal that you do not vote for or against, this will be treated as an abstention on the proposal and any prior exercise of voting rights shall be null and void.
• If you do not exercise your voting rights in advance, and attend the Meeting online on the day of the Meeting but do not exercise your voting rights, your vote will be treated as an abstention on all proposals. If you attend the Meeting online and exercise your voting rights on the day of the Meeting, and if there is a proposal that you do not vote for or against, this will be treated as an abstention on the proposal.

3) Questions

• You can ask questions on the Meeting Day Attendance page. You can enter up to 200 characters in the text box.
• Please note that there is limited time for questions and answers, so questions are limited to one per person; we may not be able to answer all questions; and we may not be able to answer certain questions depending on their content, such as questions that do not pertain to the agenda of the Meeting.
• The Company plans to publish questions asked by shareholders on the day of the Meeting on the Company's website after the Meeting unless there are impediments to publication, such as the possible violation of personal privacy.
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4) Motions

• You can make motions on the Meeting Day Attendance page. You can enter up to 200 characters in the text box.
• Please note that motions are limited to one per person per type, and may be called to order by the Chairman and deliberated at the Meeting before voting on the proposals.

5) Environment for attending online

Please refer to the website below for the recommended environment for the SoftBank General Meeting of Shareholders Portal. Please be aware that you will be responsible for telecommunications equipment and all costs required for attending online.

https://jp.vcube.com/support/virtual-shareholders-meeting/requirements/

6) Other important matters

• Please note that Japanese is the only language available for attending online.
• Depending on the telecommunications environment, there is a possibility of communication failures including disruption of video or sound, or temporary interruption of the online presentation of the Meeting. Please note that the Company cannot be held responsible for any disadvantages caused by such communication failures to shareholders who attend online.

4. Attending on the day of the Meeting

Please bring the enclosed voting form and submit it at the reception.

If you attend the Meeting in person as well as exercise your voting rights online as described in "3. Attending Online" above, you will be treated as having attended the Meeting online.

We do not distribute any gifts at the meeting. Thank you for your understanding.

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5. Asking questions in advance

From 9:00 AM, Wednesday, June 5, 2024, until noon, Wednesday, June 19, 2024, you may ask questions regarding the agenda of the Meeting through the SoftBank General Meeting of Shareholders Portal. Matters of high interest to our shareholders will be addressed at the Meeting. The Company plans to publish questions asked in advance by shareholders on the Company's website after the Meeting unless there are impediments to publication, such as the possible violation of personal privacy.

6. Viewing the Online Presentation

The Meeting can be viewed from 10:00 AM, Thursday, June 20, 2024 on the "[Online presentation] The 38th Annual General Meeting of Shareholders" page of the Company's website. (Please note that, unlike Attending Online as described in 3 above, you will not be treated as attending the Meeting and will not be able to exercise your voting rights, ask questions or make motions.)

https://u.softbank.jp/sbkk_agm38en

• If for any reason the online presentation cannot be provided, notice will be given on the "[Online presentation] The 38th Annual General Meeting of Shareholders" page.

Viewing the Meeting after its conclusion

The Meeting will be available on video on demand through

the Company's website.

Availability period: Video will be available from Thursday, June 20, 2024 until the day before the next Annual General Meeting of Shareholders

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Reference Materials for the Annual General Meeting of Shareholders

Proposal 1: Partial Amendment to the Articles of Incorporation

1. Reasons for amendment

With the aim of further growing the Company's investor base, the Board of Directors passed a resolution on April 25, 2024 to conduct a 10-for-1 stock split of common shares on October 1, 2024, conditional upon approval of the proposal on the amendment to the Articles of Incorporation by the Company's 38th Annual General Meeting of Shareholders. In connection with the stock split, the Company proposes to partially amend the total number of authorized shares described in its Articles of Incorporation, assuming that the stock split will be performed on the effective date of the amendment to the Articles of Incorporation.

2. Details of the amendment

The details of the amendment are as follows.

This amendment of the Articles of Incorporation will take effect on October 1, 2024 (the same day as the effective date of the stock split).

Current Articles of Incorporation

(TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED)

ARTICLE 6. The total number of shares authorized to be issued by the Company shall be eight billion, ten million, nine hundred and sixty thousand and three hundred (8,010,960,300)shares, and the total number of shares in each class authorized to be issued shall be as follows:

Common shares: eight billion, ten million, nine hundred and sixty thousand and three hundred (8,010,960,300)shares

Series 1 Bond-Type Class Shares thirty million (30,000,000) shares

Series 2 Bond-Type Class Shares thirty million (30,000,000) shares

Series 3 Bond-Type Class Shares thirty million (30,000,000) shares

Series 4 Bond-Type Class Shares thirty million (30,000,000) shares

Series 5 Bond-Type Class Shares thirty million (30,000,000) shares

(Amendments are underlined.)

Proposed Amendment

(TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED)

ARTICLE 6. The total number of shares authorized to be issued by the Company shall be eighty billion, one hundred and nine million, six hundred and three thousand (80,109,603,000)shares, and the total number of shares in each class authorized to be issued shall be as follows:

Common shares: eighty billion, one hundred and nine million, six hundred and three thousand(80,109,603,000)shares

Series 1 Bond-Type Class Shares thirty million (30,000,000) shares

Series 2 Bond-Type Class Shares thirty million (30,000,000) shares

Series 3 Bond-Type Class Shares thirty million (30,000,000) shares

Series 4 Bond-Type Class Shares thirty million (30,000,000) shares

Series 5 Bond-Type Class Shares thirty million (30,000,000) shares

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