Press Releases 2024

Notice Concerning Stock Split and Partial Amendment to Articles of Incorporation, and Establishment of Shareholder Benefits Program

April 25, 2024
SoftBank Corp.

SoftBank Corp. (hereinafter the “Company”) hereby announces that the Board of Directors passed a resolution on April 25, 2024 to conduct a stock split of common shares and to propose a partial amendment to the Articles of Incorporation to the 38th Annual General Meeting of Shareholders scheduled to be held on June 20, 2024, as described below. The Company also hereby announces that it has established a shareholder benefits program for common shares, as described below.

1. Purpose of the stock split and establishment of the shareholder benefits program

The Company considers the return of profits to shareholders to be an important goal for our management along with increasing medium to long term corporate value. Following its listing in December 2018 and its share offering in September 2020, the Company had approximately 860,000 shareholders as of March 31, 2024, and is supported by shareholders across a wide range of age groups.
In addition, in 2024, the New NISA (Nippon Individual Savings Account) program (a tax exemption program for small investments) was launched in Japan to encourage people to shift from savings to investment in order to build wealth for the future.
The Company aims to grow its investor base by encouraging new investors, including the young generation, to select the Company's shares as their first investment and hold it for the medium and long term. Furthermore, the Company would like investors to increase their understanding of its business by using services associated with the Company. For this purpose, the Company will conduct a stock split of common shares to reduce the amount of investment per share, as well as establish a shareholder benefits program.

2. Stock split

(1) Method of the stock split

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 Company's Series 1 Bond-Type Class Shares are not subject to this stock split.

(2) Number of shares to be increased by the stock split

Total number of shares issued before the stock split 4,756,200,770 shares
Number of shares to be increased by the stock split 42,805,806,930 shares
Total number of shares issued after the stock split 47,562,007,700 shares
Total number of shares authorized to be issued after the stock split 80,109,603,000 shares
[Note]
  1. *
    The total number of shares issued and the number of shares to be increased above may change due to factors such as the exercise of stock acquisition rights up until the record date of the stock split.

(3) Schedule of the stock split

Date of public notice of record date September 13, 2024 (planned)
Record date of stock split September 30, 2024
Effective date of stock split October 1, 2024

(4) Conditions for the stock split

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.

(5) Adjustment of exercise price of stock acquisition rights

The exercise price per share of the shares underlying the stock acquisition rights will be adjusted in connection with the stock split from October 1, 2024, as described below:

Exercise Price (JPY)
Before adjustment After adjustment
March 2018 stock acquisition rights 623 63
July 2020 stock acquisition rights 1 1*
January 2021 stock acquisition rights 1,366 137
July 2021 stock acquisition rights 1 1*
July 2021 stock acquisition rights 1,497 150
July 2022 stock acquisition rights 1 1*
July 2023 stock acquisition rights 1 1*
[Note]
  1. *
    There were no adjustments to these exercise prices.

3. Partial amendment to Articles of Incorporation

(1) Reason for the amendment

In connection with the stock split described above, the Company will amend the total number of authorized shares described in Article 6 of its Articles of Incorporation.

(2) Details of the amendment

The details of the amendment are as follows:

(Bold sections indicated proposed amendments.)

Current Articles of Incorporation Articles of Incorporation after proposed amendment

Article 6 (Total number of shares authorized to be issued)

The total number of shares authorized to be issued by the Company shall be 8,010,960,300 shares, and the total number of shares in each class authorized to be issued shall be as follows:
Common shares: 8,010,960,300 shares
Series 1 Bond-Type Class Shares 30,000,000 shares
Series 2 Bond-Type Class Shares 30,000,000 shares
Series 3 Bond-Type Class Shares 30,000,000 shares
Series 4 Bond-Type Class Shares 30,000,000 shares
Series 5 Bond-Type Class Shares 30,000,000 shares

Article 6 (Total number of shares authorized to be issued)

The total number of shares authorized to be issued by the Company shall be 80,109,603,000 shares, and the total number of shares in each class authorized to be issued shall be as follows:
Common shares: 80,109,603,000 shares
Series 1 Bond-Type Class Shares 30,000,000 shares
Series 2 Bond-Type Class Shares 30,000,000 shares
Series 3 Bond-Type Class Shares 30,000,000 shares
Series 4 Bond-Type Class Shares 30,000,000 shares
Series 5 Bond-Type Class Shares 30,000,000 shares

(3) Schedule of the amendment to the Articles of Incorporation

Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation June 20, 2024 (planned)
Effective date for amendment to the Articles of Incorporation October 1, 2024 (planned)

4. Shareholder benefits program

(1) Eligible shareholders

  • Shareholders who have held the Company's common shares for 1 year or longer and hold 100 or more shares.
  • The holding period shall be from March 31*1 to March 31 of the following year*1, and the first period shall be from March 31, 2025*1 to March 31, 2026*1, 2.
[Notes]
  1. *1
    Refers to the date on which the shareholder is entered or recorded in the Company's shareholder register, and differs from dates on which shares are acquired, etc.
  2. *2
    Refers to shareholders entered or recorded with the same shareholder number in the Company's final shareholder register on March 31 and September 30 at least 3 consecutive times.

(2) Details of Shareholder Benefits

The Company will provide PayPay Points (1,000 points) to eligible shareholders.

(3) How to apply for shareholder benefits, how they will be provided and related matters

Details will be disclosed via the Company's website and other means at a later date.

(Reference)

Dividends per common share

The effective date of the stock split is scheduled for October 1, 2024. However, assuming that the stock split was implemented with an effective date of April 1, 2023, the dividends per share for the fiscal year ended March 31, 2024 are as follows.

Interim Year-end Total
Pre-stock split 43 JPY 43 JPY 86 JPY
Post-stock split 4.3 JPY 4.3 JPY 8.6 JPY

Frequently asked questions

https://www.softbank.jp/en/corp/set/data/news/press/sbkk/2024/20240425_01/pdf/faq.pdf

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