(2) Business Integration Schedule

[Notes]

1. *1
   The “Shareholder Meeting for the Approval of the Share Exchange Agreement for the Share Exchange (Planned)” means a shareholder meeting to be held by ZHD, the “Shareholder Meeting for the Approval of the Absorption-Type Merger Agreement for the Merger (Planned)” means shareholder meetings to be held by LINE and Shiodome Z Holdings, and the “Shareholder Meeting for the Approval of the Absorption-Type Demerger Agreement for the Corporate Demerger (Planned)” mean a shareholder meeting to be held by LINE.
2. *2
   A shareholder meeting held by LINE for approving the absorption-type merger agreement for the Merger and a shareholder meeting held by LINE for approving the absorption-type demerger agreement for the Corporate Demerger will each be held after the completion of the Squeeze-out when SoftBank and the NAVER Offerors are the only shareholders of LINE.

(3) Making LINE a subsidiary of SoftBank

SoftBank plans to acquire LINE Shares by conducting the Transaction to Take LINE Private, including the Joint Tender Offer and the Merger as a part of a series of the transactions to realize the Business Integration, and LINE will become a subsidiary of SoftBank upon completion of the Transaction to Take LINE Private and effectiveness of the Merger and through the organization and operational structure of LINE based on the Joint Venture Agreement. In parallel with the Tender Offer for ZHD Shares and the Merger, SoftBank and the NAVER Offerors will undertake the JV Conversion Transaction in order to make the ratio of voting rights in LINE held by SoftBank and the NAVER Offerors 50:50 immediately after the Merger becomes effective. Please refer to “(2) Details of the Joint Venture Agreement” in “4. Outline of the Business Alliance with Capital Alliance by ZHD and LINE” for details of the contents of the Joint Venture Agreement.

1. ①
   Reasons for acquisition of shares
   The Transaction to Take LINE Private, including the Joint Tender Offer, the Merger and the JV Conversion Transaction, will be conducted as a series of steps in the transactions to realize the Business Integration. Please refer to “1. Purpose and Significance of the Business Integration” for the purpose of the Business Integration.
2. ②
   Method of acquisition of shares
   SoftBank and the NAVER Offerors will conduct the Transaction to Take LINE Private, including the Joint Tender Offer to acquire LINE Shares for the purpose of taking LINE private. The number of shares to be purchased in the Joint Tender Offer is 83,606,486 shares, and SoftBank is expected to purchase the number of shares corresponding to 50% of the number of shares for each type of shares, etc. tendered in the Joint Tender Offer and the NAVER Offerors are expected to purchase the number of shares corresponding to the remaining 50%. If not all of the Target Shares are acquired in the Joint Tender Offer, SoftBank and the NAVER Offerors are expected to acquire LINE Shares in the Squeeze-Out. Please refer to the Press Release for the Tender Offer for details of the Joint Tender Offer and the Squeeze-out.
   After completion of the settlement for the Tender Offer for ZHD Shares, assuming the total number of issued and outstanding LINE Shares and shares of ZHD are those of September 30, 2019 (excluding treasury shares), 180,882,293 new LINE Shares will be issued in consideration of the Merger*, all of which will be allocated to SoftBank, which is the parent of Shiodome Z Holdings.

   [Note]

   1. *
      However, based on the result of the Squeeze-out or if there is any other reason that requires reasonable adjustment, SoftBank and NAVER intend to make appropriate adjustments according to such result or reason through a separate agreement.

   
   In the JV Conversion Transaction, SoftBank and the NAVER Offerors will transfer the LINE shares from SoftBank to NAVER so that LINE voting rights held by SoftBank and the NAVER Offerors will be 50:50 immediately after the Merger becomes effective.
3. ③
   Outline of subsidiary subject to change
   Please refer to “(1) Parties involved in making LINE a subsidiary of SoftBank” in “5. Outline of the Parties” below for an overview of the subsidiaries subject to change.
4. ④
   Outline of the counterparty to share acquisition
   Please refer to the Press Release for the Tender Offer for details of the Transaction to Take LINE Private, including the Joint Tender Offer.
   For an overview of LINE, which will be the surviving company of the Merger, please refer to “(1) Parties involved in making LINE a subsidiary of SoftBank” in “5. Outline of the Parties” below.
5. ⑤
   Number of shares to be acquired, acquisition price, and the status of shareholding before and after acquisition

   ①Number of shares held before change	Zero.
   ②Number of shares to be acquired	Number corresponding to 50% of the total number of issued and outstanding LINE Shares (excluding treasury shares) immediately after the completion of the Tender Offer for ZHD Shares*
   ③Acquisition price	Please refer to the Press Release for the Tender Offer for terms and conditions of the Transaction to Take LINE Private, including the acquisition price for the Joint Tender Offer. Please refer to “(4) The Merger” in “2. Overview of the Business Integration” for details on the Merger.
   ④Number of shares held after acquisition	Number corresponding to 50% of the total number of issued and outstanding LINE Shares (excluding treasury shares) immediately after the completion of the Tender Offer for ZHD Shares (Holding ratio 50.0%)*

   [Note]

   1. *
      The specific number of shares to be acquired may vary depending on the results of the Joint Tender Offer and the Squeeze-out and will be announced as soon as they are finalized.

6. ⑥
   Change schedule
   We are aiming to commence the Transaction to Take LINE Private, including the Joint Tender Offer, from May to June 2020. The detailed schedule for the Joint Tender Offer will be announced as soon as it is finalized. Please refer to the Press Release for the Tender Offer for details of the Transaction to Take LINE Private, including the Joint Tender Offer.
   The effective date of the Merger will be the same day as the settlement start date of the Tender Offer for ZHD Shares. The detailed schedule for the Tender Offer for ZHD Shares will be announced as soon as it is finalized. For other details of the Tender Offer for ZHD Shares, please refer to “Hikoukaikago no tousha ni yoru Z Hourudingusu Kabushiki Gaisha (Shouken Koudo: 4689) kabushiki ni taisuru koukai kaitsuke no kaishi yotei ni kansuru oshirase” (非公開化後の当社によるZホールディングス株式会社（証券コード：4689）株式に対する公開買付けの開始予定に関するお知らせ) announced by LINE today.
   The JV Conversion Transaction is expected to be concluded by one day prior to the settlement start date of the Tender Offer for ZHD Shares.

(4) The Merger

1. ①
   Purpose of the Merger
   As one step in a series of transactions to realize the Business Integration, LINE Shares will be allocated and issued to SoftBank as consideration for the Merger in order to make LINE a consolidated subsidiary of SoftBank and a joint venture company in which SoftBank and the NAVER Offerors will hold 50:50 voting rights.
2. ②
   Overview of the Merger
   1. a)
      Schedule of the Merger
      Please refer to “(2) Business Integration Schedule” in “2. Summary of the Business Integration” above for the Merger schedule.
   2. b)
      Method of the Merger
      It will be an absorption-type merger with Shiodome Z Holdings as the company that will cease to exist and LINE as the surviving company in the Merger.
   3. c)
      Details of allotment pertaining to the Merger
      Upon the Merger, LINE will issue 180,882,293 new common shares* in consideration of the Merger, all of which will be allocated and issued to SoftBank.

      [Note]

      1. *
         However, based on the result of the Squeeze-out or if there is any other reason that requires reasonable adjustment, SoftBank and NAVER intend to make appropriate adjustments according to such result or reason through a separate agreement.

   4. d)
      Treatment of share options and convertible bonds in connection with the Merger
      Not applicable.
3. ③
   Outline of the parties to the Merger and the surviving company after the Merger
   Please refer to “(2) Parties to the Merger” in “5. Outline of the Parties.”

(5) The Corporate Demerger

1. ①
   Method of the Corporate Demerger
   Absorption-type demerger with the demerger of LINE into the LINE Successor.
2. ②
   Allocation related to the Corporate Demerger
   LINE will not be given shares or other properties for the Corporate Demerger.
3. ③
   Treatment of share options and convertible bonds in connection with the Corporate Demerger
   The LINE Successor does not plan to issue any share options or convertible bonds prior to the time when the Corporate Demerger becomes effective.
4. ④
   Capital that will increase/decrease in connection with the Corporate Demerger
   The capital of LINE will not increase or decrease in connection with the Corporate Demerger.
5. ⑤
   Rights and obligations succeeded to by the LINE Successor
   All rights and obligations of LINE in connection with its business (except for its shares in ZHD and the status, rights, and obligations in connection with the contracts entered into by LINE with respect to the Business Integration and any other rights and obligations specified in the absorption-type demerger agreement) will be succeeded to by the LINE Successor.
   The succession of obligations shall be based on the method of assumption of obligations without any liabilities remaining with LINE.
6. ⑥
   Expectation of fulfilling financial obligations
   The obligations of the LINE Successor before and after the Corporate Demerger are expected to be able to be fulfilled.

(6) The Share Exchange

1. ①
   Purpose of the Share Exchange
   The Share Exchange will be conducted as one step in the series of the transactions to realize the Business Integration. Please refer to “1. Purpose and Significance of the Business Integration” for the purpose of the Business Integration.
2. ②
   Overview of the Share Exchange
   1. a)
      Schedule of the Share Exchange
      Please refer to “(2) Business Integration Schedule” in “2. Summary of the Business Integration” above for the schedule of the Share Exchange.
   2. b)
      Method of the Share Exchange
      The Share Exchange will result in ZHD becoming the wholly owning parent company and the LINE Successor becoming the wholly owned subsidiary company.
   3. c)
      Allotment for the Share Exchange
      1. (ⅰ)
         The Exchange Ratio (allotted ratio of ZHD Shares to be exchanged for one share of the LINE Successor)

      	ZHD (Share Exchange wholly owning parent company)	LINE Successor (Share Exchange wholly owned subsidiary company)
      Exchange Ratio	1	11.75

      [Notes]

      1. *1
         The allotted ratio is calculated on the assumption that the total number of issued and outstanding shares (excluding treasury shares) of the LINE Successor immediately before the Share Exchange becomes effective will be the same as the total number of issued and outstanding LINE Shares (excluding treasury shares) as of September 30, 2019, which is 240,960,343 shares.
      2. *2
         Based on the Exchange Ratio, the number of ZHD shares to be delivered through the Share Exchange will be 2,831,284,030 shares. (The number of ZHD treasury shares to be included in the quantity of ZHD shares to be delivered through the Share Exchange is yet to be finalized.) In addition, 11.75 shares of ZHD for each share of the LINE Successor will be allocated and delivered to LINE, the wholly owned parent company of the LINE Successor.

   4. d)
      The Treatment of share options and convertible bonds in connection with the Share Exchange
      The LINE Successor does not plan to issue any share options or convertible bonds prior to the time when the Share Exchange becomes effective.
      For the basis of the share exchange ratio for the Share Exchange, please refer to “Attachment 2 ‘Announcement Regarding Definitive Agreement on Business Integration' Announced Today by ZHD and LINE”. In addition, the basis of the exchange ratio for the Share Exchange has not been materially changed from the basis described in the press release of November 18, 2019 titled “Entry into a Memorandum of Understanding Regarding the Business Integration' that was announced by ZHD and LINE.
3. ③
   Outline of the parties in the Share Exchange and the wholly owning parent company after the Share Exchange
   Please refer to “(3) Parties to the Share Exchange” in “5. Outline of the Parties.”

(2) Details of the Joint Venture Agreement

SoftBank and NAVER have entered into the Joint Venture Agreement today with respect to the Business Integration, and have broadly agreed on the organization and operation of LINE (hereinafter, the “JV”), which will be a joint venture company, whose only shareholders will be SoftBank and the NAVER Offerors, for the purpose of holding ZHD shares as outlined below.

1. ①
   Organizational design
   The JV shall be a company with a board of directors.
2. ②
   Directors
   There will be five (5) directors for the JV, of which three (3) will be appointed by SoftBank and the remaining two (2) will be appointed by NAVER. There shall be two (2) representative directors for the JV, of which SoftBank and NAVER will each appoint one (1). Immediately after the Business Integration, the board of directors of the JV will be composed of Ken Miyauchi and Kazuhiko Fujihara, each appointed by SoftBank, Hae Jin Lee and In Joon Hwang, each appointed by NAVER, and one more person to be separately appointed by SoftBank. Of these directors, Ken Miyauchi will assume the position of Representative Director and President of the JV and Hae Jin Lee will assume the position of Representative Director and Chairperson of the Board of the JV.
3. ③
   Statutory auditor
   The JV will have 2 statutory auditors, with SoftBank and NAVER each appointing one.
4. ④
   Agreement on consolidation of the JV
   NAVER agrees that SoftBank will consolidate the JV, subject to SoftBank's voting rights in the JV being 50% or more (on a fully diluted basis).
5. ⑤
   Agreement regarding the exercise of the right held by the JV to appoint ZHD directors based on the Capital Alliance Agreement
   SoftBank and NAVER will each appoint 3 of the 6 ZHD internal directors that the JV has the right to appoint under the Capital Alliance Agreement.
6. ⑥
   Agreement regarding matters requiring consent of the JV as stipulated in the Capital Alliance Agreement
   In the event that ZHD intends to act on any of the following matters, the JV shall require prior written consent from SoftBank and NAVER before granting consent under the Capital Alliance Agreement.
   • Changes to the articles of incorporation of ZHD (excluding minor changes);
   • Any action of ZHD involving an issuance of new shares, share options, or convertible bonds (including disposal of treasury shares or treasury share options) or granting or issuance of rights to convert to or acquire ZHD shares which renders the voting rights of the JV in ZHD to be 50% or less on a fully diluted basis; and
   • Transfers, assignments, successions, provisions of collateral or any other disposals (hereinafter, the “Transfer, Etc.”) of shares or other assets or businesses owned by ZHD or its consolidated subsidiaries that account for more than one-fifth of ZHD's consolidated book value assets (excluding transfer of shares of listed companies held by ZHD or its consolidated subsidiaries) to a third party outside the ZHD Group.
7. ⑦
   Handling of the JV shares
   Except as otherwise provided for in the Joint Venture Agreement, neither SoftBank nor NAVER may undertake any Transfer, Etc. of the JV shares it holds without prior written consent of the other party.