Z : Notification regarding the Issuance of New Shares as Restricted Stock Compensation

August 3, 2022

To whom it may concern

Z Holdings Corporation Kentaro Kawabe

President and Representative Director, Co-CEO Stock Code: 4689

Notification regarding the Issuance of New Shares

as Restricted Stock Compensation

Z Holdings Corporation (hereinafter the "Company") hereby announces that it has today resolved to issue new shares (hereinafter the "Issuance of New Shares") pursuant to Article 370 of the Companies Act of Japan and Article 25 of the Company's Articles of Incorporation (a written resolution in lieu of a resolution passed at a board of directors meeting). Details are as follows.

1. Outline of the Issuance of New Shares

(1)	Payment date	September 30, 2022
(2)	Type and number of	1,941,350 shares of the Company's common shares
shares to be issued
(3)	Issuance price	JPY484.1 per share
(4)	Total value of	JPY939,807,535
shares to be issued
		3: directors of the Company (excluding directors serving on the
	Recipients and	Audit and Supervisory Committee and outside directors):
	480,000 shares
	number thereof;
(5)	151: directors of the Company's subsidiaries and employees of
number of shares to
	the Company and the Company's subsidiaries (hereinafter the
	be allotted
	"Group"):
		1,461,350 shares
		The Issuance of New Shares is conditioned on the Securities
(6)	Others	Registration Statement taking effect in accordance with the
		Financial Instruments and Exchange Act.

2. Purposes and reasons of the issuance

In the Board of Directors meeting held on May 19, 2017, the Company has resolved to introduce a compensation plan, "restricted stock compensation plan" targeted towards the Company's directors, excluding outside directors and directors serving on the Audit

and Supervisory Committee (hereinafter the "Eligible Directors"), and employees of the Company in order to provide incentives to sustainably increase the Company's corporate value and to further promote shared values with the shareholders. In the Board of Directors meeting held on May 18, 2020, the Company has resolved to introduce a plan similar to the restricted stock compensation plan for the Eligible Directors and the Company's employees (hereinafter collectively, the "Plan") to the directors and employees of the Company's subsidiaries (hereinafter collectively with the Eligible Directors and the Company's employees, the "Eligible Directors, Etc."). In addition, in the 22nd Ordinary General Meeting of the Shareholders held on June 20, 2017, the Company has acquired approval on paying the Eligible Directors monetary compensation for the purpose of in-kind contribution for acquiring restricted stocks under this Plan (hereinafter the "Restricted Stock Compensation") within JPY400 million per year (excluding the portion of employee's salary for directors who concurrently serve as employees), and that the transfer restriction period of the restricted stocks shall be determined by the Board of Directors between three to five years.

In the Issuance of New Shares under this Plan, considering the purpose of the Plan, the Company's business performance, responsibilities of the Eligible Directors, Etc., and various circumstances, the Company has decided to grant the total sum of JPY939,807,535 in monetary compensation claims or monetary claims, and a total of 1,941,350 of the Company's common shares as Restricted Stock Compensation for the Group's fiscal year ending March 31, 2023 (April 1, 2022 - March 31, 2023). (Hereinafter the Company's common shares to be issued or disposed of based on this Plan shall be referred to as the "Shares".)

Based on this Plan, the transfer restriction period has been set at three years.

In terms of the 151 directors of the Company's subsidiaries and employees of the Group to whom the allotment is scheduled, the Shares will be issued only to those who wish to subscribe to the Shares, and in this Issuance of New Shares, monetary compensation claims or monetary claims for in-kind contribution will be paid to the said directors and employees who will subscribe to the Shares; therefore, there will be no reduction in the wages of the employees due to the Issuance of New Shares.

Please note that in the Board of Directors meeting held on May 17, 2022 and the 27th Ordinary General Meeting of the Shareholders held on June 17, 2022, the Company has introduced: new remunerations, etc., towards the Company's executive directors which will replace the Plan, namely: (i) a stock-based remuneration plan (a trust-based RSU plan); and (ii) stock acquisition rights plan paid as stock option. Remuneration based on this Plan is scheduled to be abolished as of the fiscal year ending March 31, 2023.

(Therefore, this will be the last restricted stocks to be issued under this Plan.) For details on (i) and (ii) mentioned above, please refer to "Introduction of a Stock-Based Remuneration Plan and Stock Delivery Plan (RSU Plan) Towards Officers and Employees," "Issuance of New Shares by Third-Party Allotment in Connection with the Introduction of a Stock-Based Remuneration Plan and a Stock Delivery Plan for Officers and Employees," and "Notice on the Issuance of Stock Options," announced today.

3. Overview of the allotment agreement

1. Transfer restriction period: September 30, 2022 - October 1, 2025

If however, at least three months prior to the expiration of the transfer restriction period, the Eligible Directors, Etc. apply for an extension of the transfer restriction period due to medical leave, maternity or childcare leave, overseas study, or other legitimate reasons, and the Company approves the application, then the transfer restriction period may be extended for one year. In this case, that extended period will be deemed to be the transfer restriction period, and the provisions of the allotment agreement shall apply thereto.

(2) Conditions for the removal of the transfer restrictions

On the condition that the Eligible Directors, Etc. continuously hold, during the transfer restriction period, the positions of directors, executive officers, corporate officers, or employees in the Group, the Company shall remove the transfer restriction for all of the Shares at the expiration of the transfer restriction period (if the Eligible Directors, Etc. are seconded or transferred to a company, corporation, or other organization not part of the Group, then including positions as directors, executive officers, corporate officers, or employees in that company, corporation, or other organization; the same applies to (3) below).

1. Treatment in cases in which the Eligible Directors, Etc., before the expiration of the transfer restriction period, resign or retire (hereinafter "Resignation, Etc.") from the positions stated in (2) above, due to expiration of the term of office, reaching the mandatory retirement age, resignation at the convenience of the company, and other legitimate reasons, or death
2. 1. Timing of removal of the transfer restrictions
      If the Eligible Directors, Etc. resign from the positions of directors, executive officers, corporate officers, or employees in the Group due to expiration of the term of office (except in the case where upon resignation due to the expiration of the term of office, the Eligible Directors, Etc. assume or reassume any of the aforementioned positions), reaching the mandatory retirement age, resignation at the convenience of the company, and other legitimate reasons, or death, then the period from the payment date to the said Resignation, Etc. shall be regarded

as the transfer restriction period and the transfer restriction shall be removed immediately after such Resignation, Etc.

1. 1. Number of shares subject to removal
      The transfer restrictions shall be removed for all of the Shares possessed by the Eligible Directors, Etc. immediately after the Resignation, Etc. as specified in 1). (In the case of Resignation, Etc. due to death, those possessed by the heirs of the Eligible Directors, Etc.)
2. The Company's acquisition without consideration
   Immediately after the expiration of the transfer restriction period, the Company shall automatically acquire, without consideration, all of the Shares from which the transfer restrictions have not been removed as of the expiration of the transfer restriction period. In addition, if the Eligible Directors, Etc. fall under certain cases, such as due to the Eligible Directors, Etc.'s voluntary Resignation, Etc. during the transfer restriction period, the Company shall automatically acquire at that time, without consideration, all of the Shares. (In the case of the employees of the Company, the Company shall acquire all or part of the Shares which will be decided based on the allotment agreement of the restricted stocks, considering the employee's term of service, etc.)
   In addition, should there be a serious accounting fraud or significant losses in the Company, the Company shall notify the Eligible Directors in writing that the Company shall acquire the Shares without consideration, and as of the time when this notification has arrived, the Company shall automatically acquire all or part of the Shares according to the responsibility of the director.
3. Administration of shares
   To ensure that the Shares shall not be transferred, created a security interest on, or disposed of during the transfer restriction period, the Shares shall be administered in a dedicated account at Nomura Securities Co., Ltd., to be opened by the Eligible Directors, Etc. during the transfer restriction period. In order to secure the effectiveness of the transfer restriction pertaining to the Shares, the Company shall conclude an agreement with Nomura Securities Co., Ltd. for the administration of accounts of the Shares possessed by the Eligible Directors, Etc. In addition, the Eligible Directors, Etc. shall agree to the method of administration of said accounts.
4. Treatment in the event of organizational restructuring, etc.
   If, during the transfer restriction period, matters relating to a merger agreement in which the Company will be the absorbed company, a share exchange agreement

or a share transfer plan in which the Company will become a wholly owned subsidiary, or other organizational restructuring, etc. are approved at the Company's General Meeting of the Shareholders (or in the case where the approval at the Company's General Meeting of the Shareholders is not required in regards to the said organizational restructuring, etc., a meeting of the Board of Directors), then, based on the resolution of the Board of Directors, the transfer restriction will be removed on all of the Shares possessed by the Eligible Directors, Etc., immediately before the business day prior to the effective date of the said organizational restructuring, etc.

1. Basis of calculation and specific details for the payment amount
   The Issuance of New Shares to the Eligible Directors, Etc. shall be made by way of in- kind contribution of the monetary compensation claims or monetary claims paid as Restricted Stock Compensation under the Plan for the Group's fiscal year ending March 31, 2023 (April 1, 2022 - March 31, 2023). To avoid issuing the shares based on arbitrary decisions on price, the closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange of JPY484.1 on August 2, 2022 (the business day immediately prior to the date of the resolution by the Board of Directors), is used as the issuance price. As this is the market price of the day immediately prior to the date of resolution of the Board of Directors, it is believed to be reasonable, and that this price does not constitute a particularly favorable price.
2. Items regarding transactions, etc., with controlling shareholders
3. 1. Applicability of transactions, etc. with controlling shareholders and compliance with guidelines concerning minority shareholders protection policy
      The Issuance of New Shares qualifies in part as transactions, etc. with controlling shareholders because one of the Eligible Directors, Etc. who will be allotted concurrently serves as board director of SoftBank Group Corp. and SoftBank Corp., the parent companies of the Company.

As stated in the Corporate Governance Report dated June 24, 2022, the Company stipulates "Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder" as follows. The Issuance of New Shares was determined based on this policy.

"The parent company of Z Holdings Corporation is SoftBank Group Corp., SoftBank Group Japan Corporation, SoftBank Corp., and A Holdings Corporation. Z Holdings Corporation has enacted "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