Review of Compensation Plan for SoftBank Corp. Directors

1. Amendment of amount and content of cash compensation and stock compensation

The compensation of directors of the Company (including external directors) consists of cash compensation of up to 2.5 billion yen per year in total (not including employee salaries for directors with concurrent employee roles), as approved by the Extraordinary General Meeting of Shareholders held on March 6, 2018, and separate restricted stock compensation of up to 1.5 billion yen (1 million shares) per year in total, as approved by the 34th Annual General Meeting of Shareholders held on June 24, 2020.

In order to increase the directors’ commitment to maximizing corporate value by having them maintain a certain level of ownership over the medium- to long-term, incentivize the directors to sustainably enhance the Company’s corporate value, and further increase value-sharing between the directors and the shareholders, the Company will amend the director (not including external directors) compensation plan— of which the performance-linked compensation portion other than base compensation currently consists of cash compensation and stock compensation in a 1:1 ratio —to draw a distinction between short-term and medium-term performance-linked compensation, both of which will now consist of restricted stock compensation.

The maximum cash compensation of 2.5 billion yen per year (not including employee salaries for directors with concurrent employee roles) will be reduced to 1.5 billion yen per year (likewise not including employee salaries for directors with concurrent employee roles). The Company determined this change is appropriate as it reflects the decrease of cash compensation paid as performance-linked compensation under the current director compensation plan. The maximum restricted stock compensation of 1.5 billion yen (1 million shares) per year will be increased to 8 billion yen per year (5.4 million shares) (not including employee stock compensation for directors with concurrent employee roles). No changes will be made to the compensation of external directors.

2. Determination of amount and content of stock option compensation

Separate to the compensation described in section 1 above, the Company will grant to its directors (not including external directors) stock option compensation consisting of the stock acquisition rights, in amounts up to 800 million yen in total (8 million shares), for the purpose of aligning the interests of directors and shareholders and incentivizing the directors to enhance corporate value.

These stock options are separate from the compensation structure (the director compensation consisting of cash-based compensation and performance-linked stock compensation, etc.), and will be granted only in FY 2021.

3. Structure of director compensation at SoftBank

If the Company's proposals regarding the compensation plan are approved without changes at the Shareholder Meeting, the Company's director (not including external directors) compensation structure will be as follows.

Director (not including external directors) compensation structure

[Notes]

1. *
   Short-term and medium-term performance-linked compensation will be paid in the form of restricted stock. The first payment of medium-term performance-linked compensation will be made in the year ending March 2025, based on the performance in the three years from the year ending March 2022 through the year ending March 2024.
2. *
   The cash compensation referred to in “1. Amendment of amount and content of cash compensation and stock compensation” above is called “base compensation” in the figure.
3. *
   The stock compensation referred to in “1. Amendment of amount and content of cash compensation and stock compensation” above is called “short-term performance-linked compensation” and “medium-term performance-linked compensation” in the figure.
4. *
   The stock options referred to in “2. Determination of amount and content of stock option compensation” above will only be allotted in July 2021, and are thus separate to the compensation structure described in the above figure.

The Company's director (not including external directors) compensation structure currently consists of base compensation and performance-linked compensation (cash compensation + stock compensation), but if the Company's proposals regarding the compensation plan are approved without changes at the Shareholder Meeting, the new structure will consist of base compensation, short-term performance-linked compensation (stock compensation), and medium-term performance-linked compensation (stock compensation).