SoftBank : Corporate Governance Report (updated on June 26, 2024)

This document has been translated from the Japanese original (as submitted to the Tokyo Stock Ex- change) for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. SoftBank Group Corp. assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.

Corporate Governance Report

Last Update: June 26, 2024

SoftBank Group Corp.

Masayoshi Son, Representative Director, Corporate Officer, Chairman &CEO

Contact: [phone]

TSE Securities Code: 9984 https://group.softbank/en/

I. Basic views on corporate governance, capital structure, corporate profile, and other basic information

1. Basic views

SoftBank Group Corp. ("SBG") and its subsidiaries (collectively, the "Company") are guided by a fundamental concept of "free, fair, and innovative," and a corporate philosophy of "Information Revolution - Happiness for everyone." The Company aims to be a provider of essential technologies and services to people around the world while maximizing its enterprise value.

SBG, the holding company of the SoftBank Group (the "Group"), recognizes that it is vital to maintain effective corporate governance in order to realize this vision. SBG continues to strengthen governance within the Group by taking measures such as establishing the SoftBank Group Charter to share the Group's fundamental concept and corporate philosophy and devising Group Company Management Regulations of the SoftBank Group to set forth the management policy and management framework for group companies, as well as establishing compliance with the SoftBank Group Code of Conduct to prescribe policies to be followed by the Company and its Board Directors and employees, among other matters.

Further, responses to sustainability-related issues, including climate change, respect for human rights, appropriate treatment of employees and working environments, and building fair and appropriate relationships with business partners, are some of the key management issues for the sustainable development of society and the medium to long term growth of the entire group. Recognizing them not only as risks to be prevented or mitigated but also as opportunities that will help to enhance enterprise value, SBG has also established the SoftBank Group Sustainability Principles to set forth the guidelines for sustainability, the Environmental Policy to set forth the principles to take the global environment into shareholders and creditors, customers, business partners, employees, and local communities consideration when conducting corporate activities, and the Human Rights Policy to set forth the

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standards for prohibiting discrimination, harassment, forced labor, child labor and so on in order to maintain a healthy work environment, both inside and outside the workplace. Further, in the belief that, as an investing company, the appropriate evaluation of the sustainability-related risks and opportunities of its portfolio companies will contribute greatly to sustainable growth, SBG has established the Portfolio Company Governance and Investment Guidelines Policy and incorporates sustainability perspectives into its investment processes. Moreover, it has established the Supplier Code of Conduct, which sets forth the standards that the Company expects its suppliers to comply with, thereby aiming to contribute together with suppliers to achieving sustainable development and solving environmental and social issues. SBG will grow together with stakeholders, including shareholders, creditors, customers, business partners, employees, and local communities (governments, administrative agencies, regional communities, NPOs, NGOs, etc.) and fulfill its responsibility as a company that leads the Information Revolution, by actively contributing to society through its businesses in an aim to achieve a sustainable society.

SBG's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Five of the nine Board Directors are External Board Directors (four of whom are Independent External Board Directors) to ensure robust mutual monitoring between the Board Directors, and a majority of the members of the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of Directors, are Independent External Board Directors to ensure objectivity and transparency concerning the appointment and dismissal and compensation of Board Directors. Furthermore, all of the four Audit & Supervisory Board Members are External Audit & Supervisory Board Members to ensure independent auditing functions, thereby strengthening the monitoring of management. In addition, as part of its continued efforts to strengthen its corporate governance, SBG made changes to its Board of Directors and appointed Corporate Officers in November 2020, in its aim to separate the management decision-making function from the business execution function to clarify the persons responsible for business execution.

Basic guidelines

SBG sets forth the following basic guidelines for corporate governance based on the principles of Japan's Corporate Governance Code.

Securing the rights and equal treatment of shareholders (General principle 1)

SBG strives to fully secure shareholder rights by developing an environment in which all shareholders, including minority and overseas shareholders, can effectively exercise their rights. SBG also treats all shareholders equally in accordance with their shareholdings, in compliance with laws and regulations.

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Appropriate cooperation with stakeholders other than shareholders (General principle 2)

SBG endeavors to build good relationships and cooperate appropriately with all stakeholders, including shareholders, creditors, customers, business partners, employees, and local communities (government, administrative agencies, regional communities, NPOs, NGOs, etc.), in order to create and enhance enterprise value over the medium to long term.

To this end, the Board of Directors and management team seek to establish a corporate culture where the opinions and positions of stakeholders are respected by formulating the SoftBank Group Sustainability Principles, the SoftBank

Group Code of Conduct, the Human Rights Policy, and the Environmental Policy, and by ensuring that the Group and its officers and employees comply with these standards. SBG has also formulated the Supplier Code of Conduct and calls on suppliers of the Company to conduct business based on high ethical standards.

Ensuring appropriate information disclosure and transparency (General principle 3)

SBG appropriately discloses both financial and non-financial information in compliance with relevant laws and regulations and the rules of the Tokyo Stock Exchange. Furthermore, SBG also strives to actively provide information beyond that required by these rules when necessary by carefully considering the impact on investors and other stakeholders. In either case, the Board of Directors strives to ensure that SBG's information disclosure is always fair, clear, and useful.

Responsibilities of the Board (General principle 4)

SBG's Board of Directors consists of nine Board Directors, including five External Board Directors (of whom four are designated Independent External Board Directors). Given its fiduciary responsibility and accountability to shareholders, SBG's Board of Directors strives to maximize enterprise value by thoroughly engaging all Board Directors in timely and appropriate discussions of the Board meeting agenda to consider the entire group's management strategy over the medium to long term. The Board also strives to achieve proactive and bold management strategies while controlling risks. The Board of Directors, Audit & Supervisory Board Members, and Audit & Supervisory Board strive to ensure their transparency by carrying out highly effective oversight of management.

Dialogue with shareholders (General principle 5)

SBG proactively engages in constructive dialogues with shareholders and investors in order to contribute to maximizing enterprise value. Through these dialogues, SBG strives to further develop mutual understanding and foster relationships of trust, and to carry out management giving due consideration to their opinions.

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Reasons for non-compliance with certain principles of Japan's Corporate Governance Code

Supplementary principle 2.5.1 Establishment of a whistle-blowing system independent from the management team

SBG has established an internal whistle-blowing system, and the Internal Reporting Regulations set forth the protection of the anonymity of whistle-blowers and prohibit any disadvantageous treatment of whistle-blowers. In addition to reports to the Board of Directors and the Group Risk and Compliance Committee, regular reports are also made to Audit & Supervisory Board Members regarding the operational status of the whistle-blowing system as well as serious incidents. Investigations into whistle- blowing are carried out independently, and if a whistle-blowing regarding a Board Director or Corporate Officer is received, SBG ensures independence and transparency by conducting an investigation without the involvement of the relevant Board Director or Corporate Officer, such as by establishing an investigation committee consisting mainly of External Board Directors.SBG discloses a summary of the internal reporting system on its website.

Website

Ethics & Compliance Helpline

https://group.softbank/en/about/compliance

Supplementary principle 4.1.2 Commitment of the Board of Directors to achieving the medium- term business plans

SBG constantly reviews the entire group's medium-term business plans based on their progress and market trends, and discussions are also held by the Board of Directors. Although SBG withholds its medium-term business plans from public disclosure, it provides explanations as necessary of its medium- term business strategies and policies in presentation materials about the explanation on business strategy for its Annual General Meetings of Shareholders and presentation materials for its earnings results briefings.

With regard to its long-term management vision, SBG announced "SoftBank's Next 30-Year Vision" at its Annual General Meeting of Shareholders in 2010, its 30th anniversary year. Reaffirming its corporate philosophy, "Information Revolution - Happiness for everyone," SBG clarified its vision and strategy for the next 30 years, as it works towards its goal of becoming a corporate group that will continue to grow in the next 300 years.

Website

VOD of "SoftBank's Next 30-Year Vision" https://group.softbank/en/news/webcast/20100625_01_en

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Presentation material of "SoftBank's Next 30-Year Vision" https://group.softbank/system/files/pdf/philosophy/vision/next30/press_20100625_01_en.pdf

Principle 5.2 and Supplementary Principle 5.2.1 Establishment, disclosure, etc. of business strategy and business plan

SBG's basic policy is to maintain a sound financial status while both investing aggressively to ensure sustained growth and returning profits to shareholders. However, SBG withholds specific targets from public disclosure with regard to indexes such as profitability and capital efficiency.

On the other hand, SBG aims to maximize its net asset value (NAV) over the medium to long term by increasing its equity value. As a financial policy to support this aim, SBG places great importance on its loan to value (LTV) to ensure financial stability. SBG manages its LTV below 25% in normal times in financial markets, with an upper threshold of 35% even in times of emergency, and secures a cash position sufficient to cover bond redemptions for the next two years or more.

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Disclosure based on the principles of Japan's Corporate Governance Code

Principle 1.4 Cross-shareholdings

SBG holds no shares under the cross-shareholdings structure.

Principle 1.7 Related party transactions

Prior to their approval, all transactions at SBG are deliberated by specialist divisions such as the Accounting, Finance, and Legal divisions, based on internal regulations and according to the scale and materiality of the transaction. The process for approval is structured to enable Audit & Supervisory Board Members and the Internal Audit Office to check on the details at all times.

The Board of Directors Regulations sets forth that the Board must approve transactions conducted by Board Directors if these may compete or cause conflicts with the Company's interests. Each transaction is subject to approval by the Board of Directors and the transaction results are reported to the Board. SBG discloses related party transactions in its Annual Securities Report and non-consolidated financial statements attached to the Notice of the Annual General Meeting of Shareholders.

Supplementary Principle 2.4.1 Ensuring diversity in the promotion, etc. of core personnel

In its hiring of professionals, SBG focuses on the "Three Core Competencies" - Professionalism, Smart, and Relation. Our basic policy is to allocate the best person for the position, regardless of age, gender, nationality, disability, or other factors, and we hire exceptional and diverse human resources.

With regard to promotion to managers, as of the end of fiscal 2023, female employees and foreign employees accounted for 25.0% and 6.0% of managers, respectively. Mid-career hires usually account for more than 90% of new employees each year, and roughly the same percentage of mid-career hires are promoted as managers. SBG intends to continue its recruitment and promotion from medium to long term perspectives in ways that match its human resources strategy. SBG will make efforts to achieve the rate of female, foreign, and mid-career recruits that exceed the current figures in line with this policy.

SBG places great value on employees' self-driven career development. We provide employees with opportunities for insights, such as ongoing 1-on-1 meetings with senior managers and multifaceted, 360- degree feedback from colleagues. These opportunities promote the growth of employees by allowing them to engage in introspection and to look back at their own activities.

Furthermore, SBG provides employees with an environment in which they can learn autonomously to acquire the knowledge and skills that they need for their own individual work duties. Specifically, we offer internal education and training programs such as English conversation courses that employees can take freely and SoftBank University, which is operated within the Group. In addition, each department is also allocated their own education budget so that employees can participate in external training programs.

SBG also bears costs related to registering and maintaining qualifications necessary for conducting

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work duties and supports the advancement of professionals such as lawyers, patent attorneys, certified public accountants, and certified public tax accountants. In fiscal 2023, SBG provided support to roughly 12% of its employees.

Principle 2.6 Roles of corporate pension funds as asset owners

SBG has not participated in any specific corporate pension fund, but has introduced a defined contribution-type corporate pension plan to support stable asset building by its employees. Various types of information are provided to employees via the company intranet, and SBG also conducts investment education regarding asset management, and is working to monitor performance of funds in cooperation with the managing institution.

Principle 3.1 and Supplementary Principle 3.1.3 Full disclosure

1. Guided by a corporate philosophy of "Information Revolution - Happiness for everyone," SBG aims to be a provider of essential technologies and services to people around the world, and discloses its corporate philosophy and vision on its website.

SBG announced "SoftBank's Next 30-Year Vision" at its Annual General Meeting of Shareholders in 2010, its 30th anniversary year. Reaffirming its corporate philosophy, "Information Revolution - Happiness for everyone," SBG clarified its vision and strategy for the next 30 years, as it works towards its goal of becoming a corporate group that will continue to grow in the next 300 years. SBG discloses a summary of the announcement on its website.

Website

Corporate Philosophy, Vision and Values https://group.softbank/en/philosophy

Management Policy (Medium to long term strategies, important management issues, etc.) https://group.softbank/en/ir/investors/management_policy

VOD of "SoftBank's Next 30-Year Vision" https://group.softbank/en/news/webcast/20100625_01_en

Presentation material of "SoftBank's Next 30-Year Vision" https://group.softbank/system/files/pdf/philosophy/vision/next30/press_20100625_01_en.pdf

1. SBG discloses its basic views on corporate governance and basic guidelines for corporate governance based on the principles of Japan's Corporate Governance Code, both on its website and in the Corporate Governance Report.

Website

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Basic Views on Corporate Governance https://group.softbank/en/about/corporate_governance/framework

Corporate Governance Report

"1. Basic views" under "I. Basic views on corporate governance, capital structure, corporate profile, and other basic

information."

1. At SBG, Board Directors' compensation is intended to motivate Board Directors to increase enterprise value and grow profits, and to function as consideration for their performances. This compensation comprises basic compensation, cash bonuses, and share-based payments and is determined, within the aggregate amount approved by the General Meeting of Shareholders, by Representative Director, Corporate Officer, Chairman & CEO (Masayoshi Son) who is the founder of SBG responsible for the business results of SBG as a whole, based on discussions by the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of Directors, within the range of authority entrusted to him by the resolution of the Board of Directors. Individual compensation is determined based on individual roles, responsibilities, performances, and other factors, taking the results of operations and management environment into account. SBG discloses this information on its website and in the Corporate Governance Report.

Website

Corporate Management https://group.softbank/en/about/corporate_governance/officer

Corporate Governance Report

"Disclosure of policy on determining compensation amounts and calculation methods" under "II. Business management organization and other corporate governance systems regarding decision-making, execution of business, and oversight in management."

1. In electing and dismissing Board Director candidates, SBG's Board of Directors elects and dismisses Board Director candidates based on deliberations by the Nominating & Compensation Committee, which is a voluntary advisory body to the Board of Directors, and in accordance with the Articles of Incorporation and the Board of Directors Regulations, and these candidates are proposed at the General Meeting of Shareholders. Criteria for electing and dismissing Board Director candidates include qualities and abilities that will contribute to increasing enterprise value and a deep knowledge of the candidate's respective field of specialization. SBG discloses the Skill Matrix, which identifies the skills and other details of the Board of Directors, as well as the reasons for their election, in the Notice of the General Meeting of Shareholders.
   In electing Audit & Supervisory Board Member candidates, the Board of Directors elects candidates in accordance with the Audit & Supervisory Board Regulations and the Audit & Supervisory Board Members

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Audit Regulations with the approval of the Audit & Supervisory Board, and these candidates are proposed at the General Meeting of Shareholders. Criteria for the election of Audit & Supervisory Board Member candidates include independence and a fair, unbiased attitude. The Audit & Supervisory Board Members Audit Regulations set forth that at least one of the Audit & Supervisory Board Members must

have considerable knowledge of finance and accounting.

Decisions regarding Corporate Officer appointments and dismissals are made by the Board of Directors, based on criteria including outstanding capabilities for executing their duties.

Notice of the General Meeting of Shareholders

"Notice of the General Meeting of Shareholders and Reference Materials for the Annual General Meeting of Shareholders"

https://group.softbank/en/ir/investors/shareholders

1. SBG discloses the reasons for the appointment of each of the candidates for the Board of Directors and Audit & Supervisory Board in the Notice of the General Meeting of Shareholders in which the election of these candidates is proposed.

Notice of the General Meeting of Shareholders

"Notice of the General Meeting of Shareholders and Reference Materials for the Annual General Meeting of Shareholders"

https://group.softbank/en/ir/investors/shareholders

Supplementary principle 3.1.3 Sustainability initiatives

Based on the belief that sustainability initiatives lead to the enhancement of corporate value over the medium to long term, SBG implements various sustainability initiatives, including responsible AI, climate change, and human capital.

Investment in human capital

SBG views human resources as a value creation source and important stakeholders supporting its sustainable growth. Accordingly, SBG has developed a system for self-driven career development and has created a working environment where diversity is respected as part of the human capital initiatives.

Investment, etc. in intellectual property

To support sustainable business growth and competitiveness, the Company strategically undertakes activities related to intellectual property, such as patents and trademarks, both in Japan and overseas. As a holding company, SBG also aims to protect and utilize intellectual property throughout the Group by evaluating the intellectual property activities and strategies of its subsidiaries and collaborating with them

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on intellectual property.

Climate related Information disclosures in accordance with the TCFD recommendations

The Company is strongly aware of the importance of addressing climate change, and analyzes the climate- related risks and opportunities and the impact it may have on the Company. The Company also discusses and implements countermeasures, including the setting of greenhouse gas reduction targets, and discloses this information on its website in accordance with the TCFD recommendations.

Website

Environmental Initiatives

https://group.softbank/en/tcfd

SBG discloses its overall sustainability initiatives on the following website and the Annual Securities Report.

Website

Sustainability initiatives https://group.softbank/en/sustainability

Annual Securities Report (in Japanese only)

"2 Our Approach to Sustainability and Our Sustainability Initiatives" https://group.softbank/ir/financials/security_reports

Supplementary principle 4.1.1 Agenda items for resolution by the Board of Directors and scope of delegation to management

SBG sets forth the agenda items for discussion in the Board of Directors for resolution in the Board of Directors Regulations, and discloses a summary of these in the Annual Securities Report and the Corporate Governance Report. In addition, Special Directors are put in place in accordance with Paragraph 1, Article 373 of the Companies Act, and matters related to "disposal and acceptance of

important assets" and "borrowing in a significant amount" are resolved by the Board of Special Directors meeting for the purpose of prompt decision-making. The scope of matters to be delegated to the management is set forth in the Internal Approval Regulations and other internal regulations.

The Investment Committee and the Brand Committee are decision-making bodies that have been delegated decision-making authority by the Board of Directors. The Investment Committee has the purpose of making decisions on matters for which it has been delegated authority by the Board of Directors, in order to carry out corporate activities flexibly. The Committee comprises four Board Directors or Corporate Officers elected by the Board (Masayoshi Son, Yoshimitsu Goto, Kazuko Kimiwada, and Tim Mackey). The Brand Committee is a committee that has been delegated authority by the Board of

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