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Softbank Corp – ‘CB’ on 11/21/12 re: eAccess Ltd. – EX-1

On:  Wednesday, 11/21/12, at 6:48am ET   ·   Accession #:  1193125-12-478023   ·   File #:  5-87062

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/21/12  Softbank Corp                     CB                     5:2.7M eAccess Ltd.                      RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: CB          Rights/Exchange/Tender Offer Notification/Response  HTML     19K 
 2: EX-1        Notice of Convocation of the Extraordinary          HTML    958K 
                          Shareholders Meeting                                   
 3: EX-2        Announcement of Making Eaccess Ltd. A Wholly-Owned  HTML    114K 
                          Subsidiary                                             
 4: EX-3        Correction of Announcement of Making Eaccess Ltd.   HTML    120K 
                          A Wholly-Owned Subsidiary                              
 5: EX-4        Announcement of Amending Part of the Share          HTML     64K 
                          Exchange Agreement                                     

Exhibit 1

(English Translation)

(Securities Code: 9427)

November 20, 2012

To Our Shareholders,

NOTICE OF CONVOCATION OF

THE EXTRAORDINARY SHAREHOLDERS MEETING

We hereby announce that the Extraordinary Shareholders Meeting of eAccess Ltd. (the “Company”) will be held as stated below, and your attendance is cordially requested.

If you are unable to attend the meeting, you may exercise your voting rights either in writing or via an electronic method (such as the Internet). Please review the Referential Material below, and exercise your voting rights by 0:00 a.m. on Friday, December 7, 2012.

If you exercise your voting rights in writing, please indicate your approval or disapproval of the agenda item on the enclosed voting slip, and return the voting slip so that it will reach the Company by the aforementioned deadline.

If you exercise your voting rights by an electronic method (such as the Internet), please review “Procedures for Exercise of Voting Rights via the Internet, etc.” below, and exercise your voting rights by the above-stated deadline.

1

Please see “Procedures for Exercise of Voting Rights via the Internet, etc.” below.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

(Reminder)

When attending the meeting in person, you are kindly requested to submit the enclosed voting slip to the receptionist at the place of the meeting.

2

Referential Material

Proposal and References

First Item    Approval of the Share Exchange Agreement between the Company and SOFTBANK CORP.

The Company and SOFTBANK CORP. (“SOFTBANK”) have resolved to conduct a share exchange whereby SOFTBANK will become the sole parent company of the Company and the Company will become a wholly-owned subsidiary of SOFTBANK (the “Share Exchange”) at the meetings of the board of directors held on October 1, 2012 and September 27, 2012, respectively, and executed the Share Exchange Agreement dated October 1, 2012 (the “Original Agreement”). In addition, the Company and SOFTBANK have resolved to amend the Original Agreement at the meetings of the board of directors held on November 2, 2012, and executed the AMENDMENT AGREEMENT TO SHARE EXCHAGE AGREEMENT dated November 2, 2012 (the “Amendment Agreement”; the agreement amended by the Amendment Agreement being the “Agreement”).

Your approval of the Agreement is kindly requested.

Upon approval of this First Item, the Company will become a wholly-owned subsidiary of SOFTBANK as of January 1, 2013, the effective date of the Share Exchange, and the Company common shares will be delisted from Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) as of December 26, 2012 (the last trading date is December 25, 2012).

We believe that the Company will be able to establish a structure which enables prompt and effective use of the management resources of both companies, and accelerate the penetration of the mobile broadband service because becoming a wholly-owned subsidiary of SOFTBANK is expected to bring about the effects as described below.

Our current plan is that the Company will continue to operate the mobile communications business under the “EMOBILE” brand after the Share Exchange, and we have no specific plan to change the basic policy of the Company’s business including the mobile communications business and the fixed telecommunication business at this moment.

The Company and SOFTBANK MOBILE Corp. (“SOFTBANK MOBILE”), a consolidated subsidiary of SOFTBANK, will share mobile communications network resources. SOFTBANK MOBILE will provide the Company with access to its 900 MHz network (Band8, operating band specified in 3GPP) and 2.1 GHz network (Band1, operating band specified in 3GPP), which will allow the Company to provide the voice and data communications service in broader areas. Meanwhile, the Company will provide SOFTBANK MOBILE with access to its 1.7 GHz (Band3, operating band specified in 3GPP) FDD-LTE network for the data communications service, which will allow SOFTBANK MOBILE to use both 2.1 GHz and 1.7 GHz for its FDD-LTE service.

3

The Company and SOFTBANK MOBILE will conduct a study for the effective use of base station sites for the shared networks, and share, newly build or transfer base stations sites where appropriate, allowing the Company and SOFTBANK MOBILE to expand our service coverage more quickly and to decrease capital expenditures and maintenance costs.

The number of retailers of the Company was approximately 2,000 as of the end of August 2012, and the number of retailers of SOFTBANK MOBILE was approximately 7,000 as of the end of August 2012. Products and services of the Company and SOFTBANK MOBILE will be available at both retailers. In addition, SOFTBANK TELECOM Corp., a corporate sales force of the SOFTBANK Group, will provide products and services of the Company (under “EMOBILE” brand). Improvement of both services’ competitiveness is expected through the shared utilization of mobile communications networks, leading to the enhancement of the sales force and expansion of the customer base.

An increase of mobile device sales is expected by the abovementioned enhancement of sales, which will also lead to an increase of procurement units and joint procurement, providing the opportunity for procurement cost reduction through volume purchase.

We will aim to reduce costs by sharing the Company’s backbone network for the mobile communications and ADSL services, and the SOFTBANK Group’s backbone network.

Details of the Original Agreement dated October 1, 2012 and the Amendment Agreement dated November 2, 2012, both between the Company and SOFTBANK, are set out in Attachment 1 “Share Exchange Agreement” (pages 17-23) and Attachment 2 “AMENDMENT AGREEMENT TO SHARE EXCHANGE AGREEMENT” (pages 24-27).

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Note 1: Share allotment ratio

Upon the Share Exchange, SOFTBANK will deliver to each shareholder of the Company (other than SOFTBANK) who is recorded in the shareholder registry as of the point in time immediately preceding the acquisition of all of the issued shares of the Company by SOFTBANK through the Share Exchange, the number of SOFTBANK common shares calculated by multiplying the total number of the Company common shares held by the relevant shareholder, by the Exchange Ratio (as defined below), in place of the Company common shares held by the relevant shareholder; provided, however, that (i) with regard to the shareholders who exercised appraisal rights attached to the Company shares held by such shareholders pursuant to Article 785 of the Companies Law, SOFTBANK common shares will be delivered to the Company in place of such shareholders and (ii) if the number of SOFTBANK common shares that shall be delivered to each shareholder of the Company includes any fraction less than one (1) share, SOFTBANK shall pay to such shareholder money calculated in accordance with Article 234 of the Companies Law, with any fraction less than one (1) yen being rounded up to the nearest yen.

The “Exchange Ratio” shall mean 20.09, which is the ratio obtained by dividing 52,000 yen (that is considered as the appraisal value of the common stock of the Company) by 2,589 yen (that is the average of the closing price of regular trading of the common stock of SOFTBANK on the Tokyo Stock Exchange during the period from October 17, 2012 (inclusive) to November 2, 2012 (inclusive), with any fraction less than one (1) yen being rounded up to the nearest yen) (rounded up to two decimal places).

Note 2: Total number of SOFTBANK shares to be delivered upon the Share Exchange (scheduled)

Basically, SOFTBANK will newly issue its common shares to be delivered upon the Share Exchange. However, SOFTBANK may deliver a part of the treasury shares held by it at that time. The total number of SOFTBANK common shares to be delivered upon the Share Exchange may be changed due to the exercise of stock acquisition rights (including those attached to bonds with stock acquisition rights) of the Company by holders of such rights and other reasons. As such it has not been fixed at this moment.

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Note 3: Handling of shares less than one unit

Though the shareholders who are allotted less than 100 shares (equivalent to one (1) unit of SOFTBANK shares) of SOFTBANK common stock upon the Share Exchange can not sell such shares on the Tokyo Stock Exchange, they can utilize the purchase program of shares less than one (1) unit of SOFTBANK shares if they want.

Purchase program of shares less than one (1) unit of SOFTBANK shares (Sale of shares less than one (1) unit of SOFTBANK shares)

A shareholder who holds shares less than one (1) unit of SOFTBANK shares may demand that SOFTBANK purchase those shares in accordance with Article 192 of the Companies Law.

Note 4: Treatment of a fraction of less than one share

If the number of SOFTBANK common shares that shall be delivered to a shareholder of the Company (other than SOFTBANK) includes any fraction less than one (1) share, SOFTBANK shall pay money in the amount equivalent to such fraction of share, with any fraction less than one (1) yen being rounded up to the nearest yen, to such shareholder pursuant to Article 234 of the Companies Law.

The Exchange Ratio is described in (1) above.

The Company believes that, after the Share Exchange, the business alliance with SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, will allow us to secure steady revenue from enhanced sale force utilizing 900 MHz and 2.1 GHz network held by SOFTBANK MOBILE and provision of the Company’s 1.7 GHz FDD-LTE network to SOFTBANK MOBILE, providing further improvement of the Company’s enterprise value for the Company shareholders. With the Stock Exchange, the share of the Company will be delisted, however the Company shareholders will receive SOFTBANK shares in place of the Company shares which will include the enterprise value considering the effect of the business alliance, therefore the Company shareholders will be able to maintain their investment including the business alliance.

SOFTBANK believes that the business alliance between SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, and the Company creates synergies such as the expansion of customer base through utilization of mobile communications network held by the Company, effective operation of base stations and enhancement of sales force, as well as cost reduction in the procurement of mobile terminals and backbone network sharing.

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The closing price of the common stock of the Company is 15,070 yen as of September 28, 2012, and 45,500 yen as of November 2, 2012. The Company and SOFTBANK determined the appraisal value of the common stock of the Company through mutual consultation, taking into comprehensive consideration the above-mentioned share prices of the Company, as well as (i) the mobile communications network held by the Company, (ii) the customer base held by the Company, and (iii) synergies that are expected to be generated together with SOFTBANK MOBILE.

The number of cumulative subscribers for the mobile service of the Company reached at 4.2 million as of the end of August 2012. The number of cumulative subscribers for the mobile service of SOFTBANK MOBILE reached at 30.14 million as of the end of August 2012.

To ensure the fairness and appropriateness upon calculation of the Exchange Ratio, the Company and SOFTBANK decided to separately engage independent financial advisors to the financial analysis on the share exchange ratio before execution of the Amendment Agreement. The Company appointed Goldman Sachs Japan Co., Ltd. (“Goldman Sachs”), and SOFTBANK appointed Mizuho Securities Co., Ltd. (“Mizuho Securities”) and PLUTUS CONSULTING Co., Ltd. (“PLUTUS Consulting”). The outline of the financial analysis conducted by these financial advisors with regard to the Exchange Ratio is described in Attachment 3 “The Overview of the Financial Analyses Regarding the Stock Exchange Ratio by the Respective Financial Advisors” (pages 28-33).

Each of the Company and SOFTBANK has taken into comprehensive consideration various factors including the financial condition, assets, future prospects of its business and performance of each party, while the Company refers to the financial analysis on the Exchange Ratio made by Goldman Sachs as of November 2, 2012, and SOFTBANK refers to the financial analysis on the Exchange Ratio made by Mizuho Securities and PLUTUS Consulting as of November 2, 2012. Both parties then carefully deliberated and negotiated on the Exchange Ratio. On November 2, 2012, the Company and SOFTBANK finally came to the conclusion that the Exchange Ratio described in (1) above is appropriate, and agreed upon the Exchange Ratio.

Certain affiliates of Goldman Sachs hold an aggregate of 1,057,168 shares of the Company stock (equivalent to approximately 30.5 percent of the issued and outstanding shares of the Company), one officer of Goldman Sachs is a member of the Company board of directors, and one officer of Goldman Sachs or its affiliates is a member of the SOFTBANK board of directors. Goldman Sachs also established the Chinese Walls designed to cause its financial advisory team to act independently from the Goldman Sachs affiliates holding the Company shares. Both Mizuho Securities and PLUTUS Consulting as financial advisors of SOFTBANK, who are independent from SOFTBANK, do not fall under the concerned parties of SOFTBANK, and do not have any special interest which should be noted in regard to the Share Exchange.

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The Company obtained from Goldman Sachs an opinion dated November 2, 2012, stating that, based on certain conditions, the agreed Exchange Ratio is fair for the Company shareholders (other than SOFTBANK and its affiliates) from a financial perspective (so called “fairness opinion”). The Company also obtained from UBS Securities Japan Co., Ltd. an opinion stating that, based on certain conditions, the agreed Exchange Ratio is appropriate or fair for the Company shareholders (other than SOFTBANK and its affiliates) from a financial perspective (so called “fairness opinion”). SOFTBANK obtained from Mizuho Securities an opinion dated November 2, 2012, stating that, based on certain conditions, the agreed Exchange Ratio is appropriate for SOFTBANK from a financial perspective (so called “fairness opinion”).

The Company appointed Anderson Mori & Tomotsune and Nagashima Ohno & Tsunematsu as its legal advisors, and SOFTBANK appointed Mori Hamada & Matsumoto as its legal advisor. Both parties obtained legal advice from their respective legal advisors with regard to appropriate procedures of the Share Exchange and the method and process for their decision making.

As of October 1, 2012, when it was resolved to conduct the Share Exchange, and November 2, 2012, when it was resolved to execute the Amendment Agreement, the Company and SOFTBANK do not have any personnel relationship such as dispatch of directors to each other. Therefore, as no conflict of interest arises between the Company and SOFTBANK, both parties have not taken any measures to avoid potential conflicts of interest.

Among directors of the Company, Mr. Sachio Semmoto and Mr. Eric Gan did not participate in the discussion or vote at the meeting of the board of directors of the Company, since there are concerns that they have special interests in the execution of the Original Agreement in view of the relationship with the Company’s general shareholders.

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The Company has chosen SOFTBANK common shares as the consideration for the Share Exchange, taking into consideration the facts that SOFTBANK common shares, which are listed on the First Section of the Tokyo Stock Exchange and have a good amount of liquidity, provide trading opportunities, and that shareholders who hold the Company shares can enjoy the benefits from the synergies generated by the Share Exchange by receiving shares of SOFTBANK, which will become the sole parent company of the Company.

SOFTBANK will determine the amount of its paid-in capital and reserve to be increased as a result of the Share Exchange in an appropriate manner in accordance with Article 39 of the Ordinance on Accounting of Companies.

Not applicable, as the Company and SOFTBANK are not jointly controlled.

As attached in Separate Volume 1 “SOFTBANK CORP. Articles of Incorporation” (page 1-9)

The shares of SOFTBANK are traded in the First Section of the Tokyo Stock Exchange.

The shares of SOFTBANK can be traded through general securities companies in Japan.

Not applicable

The following table shows the highest and the lowest share prices of the shares of SOFTBANK during six months immediately preceding the date of the execution of the Amendment Agreement (November 2, 2012) at the Tokyo Stock Exchange (First Section).

The market price of the shares of SOFTBANK is published under the share price information disclosed by the Tokyo Stock Exchange at the following website.

http://www.tse.or.jp/english/

SOFTBANK submits annual securities reports for each fiscal year pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act.

9

Cash will be delivered in exchange for Stock acquisition rights issued by the Company, and no allotment of stock acquisition rights will be made in place of stock acquisition rights upon the Share Exchange.

As attached in Separate Volume 1 “SOFTBANK CORP. Financial Statements, etc.” (page 10-73)

SOFTBANK’s temporary financial statements, etc. for the period whose temporary account closing day falls after the last day of the most recent fiscal year (From April 1, 2011 to March 31, 2012) are attached in Separate Volume 2 “SOFTBANK CORP. Temporary Financial Statements”

On September 7, 2012, SOFTBANK determined the following terms and conditions for the issuance of its 39th unsecured straight corporate bond with inter-bond pari passu clause (also known as the “Fukuoka Softbank HAWKS Bond”) and 40th unsecured straight corporate bond with inter-bond pari passu clause. These bonds were issued in accordance with such terms and conditions.

10

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On September 25, 2012, SOFTBANK TELECOM Corp. (“SOFTBANK TELECOM”), a consolidated subsidiary of SOFTBANK, decided its dividend of surplus and paid the dividend on September 26, 2012 (total amount of dividend: JPY 72,492 million).

SOFTBANK TELECOM is a wholly-owned subsidiary of SOFTBANK. SOFTBANK directly holds 81.7% of the outstanding shares of SOFTBANK TELECOM, and 18.3% of the outstanding shares are held by SBBM Corporation, which is also a wholly-owned subsidiary of SOFTBANK.

According to the number of directly owned shares, SOFTBANK expects to record JPY 59,203 million in dividends received as non-operating income on a stand-alone basis, for the fiscal year ending March 2013.

On a consolidated basis, dividends received from a consolidated subsidiary will be eliminated as inter-company transaction.

SOFTBANK’s board of directors determined the Share Exchange, at the meeting of board of directors held on September 27, 2012, whereby SOFTBANK would become the sole parent company of the Company and the Company would become the wholly-owned subsidiary of SOFTBANK, and SOFTBANK executed the Original Agreement with the Company on October 1, 2012. In addition, the Company and SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, reached a framework agreement on business alliance on October 1, 2012.

SOFTBANK determined to amend the Original Agreement pursuant to the resolution of the board of directors dated November 2, 2012, and executed the Amendment Agreement with the Company on November 2, 2012.

The terms and conditions of the Original Agreement and the Amendment Agreement are attached as Attachment 1 “Share Exchange Agreement” (page 17-23) and Attachment 2 “AMENDMENT AGREEMENT TO SHARE EXCHANGE AGREEMENT” (page 24-27).

As of October 15, 2012, SOFTBANK entered into with Sprint Nextel Corporation, a U.S. company, (“Sprint”) a series of definitive agreements under which SOFTBANK will invest in Sprint approximately USD 20.1 billion, consisting of approximately USD 12.1 billion to be paid to Sprint’s shareholders and USD 8.0 billion to be used, amongst other purposes, to strengthen Sprint’s balance sheet (the “Transaction”).

The Transaction, which has been approved by the Board of Directors of each SOFTBANK and Sprint, is subject to approval at a meeting of the Sprint’s shareholders, approval under the antitrust law, approval by the Federal Communications Commission (FCC) and by other supervisory authorities and is conditional upon the satisfaction (or waiver) of other conditions precedent, including accuracy of representations and warranties.

The companies expect that the Transaction will be completed in midyear 2013. As a result of the Transaction, SOFTBANK will own approximately 70% shares (*) in New Sprint (as defined below), which will own 100% of the shares in Sprint.

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SOFTBANK has established a new U.S. holding company named Starburst I, Inc., (“HoldCo”) as its subsidiary, and two further subsidiaries in the U.S., namely Starburst II, Inc. (“New Sprint”), as HoldCo’s subsidiary, and Starburst III, Inc. (“Merger Sub”), as New Sprint’s subsidiary.

On October 22, 2012 (EST), SOFTBANK has, via New Sprint, subscribed USD 3.1 billion of convertible bonds newly issued by Sprint (the “Bond”). The Bond has the coupon rate of 1.0% with a seven-year maturity. If the merger agreement on the Transaction is terminated before the completion of the merger as set forth in (b) below, the Bond can, subject to approval of supervisory authorities in the U.S., be converted into Sprint’s common shares at the price of USD 5.25 per share (16.4% of Sprint’s common shares after the conversion (i.e., the ratio of the number of common shares to the number of outstanding shares minus that of treasury shares and cancelled shares), subject to general clauses on adjustment), or if the merger as set forth in (b) below successfully takes place, the Bond will be converted into Sprint’s common shares at the same conversion price as set forth above.

Following the receipt of approval by Sprint’s shareholders and supervisory authorities in the U.S. and the satisfaction (or waiver) of other conditions precedent, SOFTBANK will, via HoldCo, additionally invest approximately USD 17.0 billion in New Sprint. In addition, SOFTBANK will merge Merger Sub into Sprint, and approximately USD 12.1 billion will be paid to Sprint’s shareholders as consideration for such merger, which will result in the following events:

13

Other key terms for the Transaction include the following:

The following events are scheduled after the completion of the Transaction:

14

The funds for the Transaction will be procured from cash held by SOFTBANK at hand and will be arranged by Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch and be appropriated by use of a new bridge loan which has been underwritten by agreement.

At the meeting of the board of directors held on June 22, 2012, the Company resolved in accordance with Article 178 of the Companies Law that, as of July 2, 2012, the Company would cancel all of the 1st Series Preferred Shares in the Company, which had been scheduled to be acquired by the Company as of July 2, 2012 in response to the request for acquisition made by the shareholders of the 1st Series Preferred Shares. As a result, the Company acquired and cancelled all of the 1st Series Preferred Shares as of the above-mentioned date.

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END

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Attachment 1

Share Exchange Agreement

This Share Exchange Agreement (hereinafter, this “Agreement”) is made and entered into by and between SOFTBANK CORP. (hereinafter, “SoftBank”) and eAccess Ltd. (hereinafter, “eAccess”) as of October 1, 2012 (hereinafter, the “Execution Date”), with respect to a transaction through which SoftBank shall acquire 100% ownership of eAccess for the purpose of management integration (hereinafter, the “Transaction”), as follows:

Article 1 (Transaction)

17

18

Article 2 (Procedural Cooperation)

19

Article 3 (Business Operation, Management System and Treatment of Employees of eAccess)

Article 4 (Representations and Warranties)

20

Article 5 (Indemnity Clause)

Article 6 (Termination)

Article 7 (Confidentiality)

Without a prior written consent of the other party, neither party shall disclose or divulge to third parties the existence or substance of this Agreement, the status and substance of negotiations for this Agreement, or other information obtained in the process of such negotiations (hereinafter, “Confidential Information”); provided, however, that such provision shall not apply if such disclosure is required under the laws or regulations or the rules of financial instruments exchanges, or if such disclosure is made to any officers or employees under the duty of confidentiality (including the officers and employees of SOFTBANK MOBILE Corp.), attorneys, certified public accountants, advisors, providers of funds if fundraising is being considered, or any third party if the disclosing party is required to disclose or report Confidential Information under the agreement with the third party.

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Article 8 (External Announcement)

Upon making an external announcement of the Transaction or other contents of this Agreement (including those made under the laws and regulations or upon request from the public agencies,), the parties hereto shall make such announcement upon mutual agreement after discussing the contents, timing, manner and so on of such announcement. The announcement of the Transaction shall be made as soon as possible upon discussion between the both parties.

Article 9 (Burden of Expense)

Any and all expenses arising in connection with reviewing, preparing, negotiating, entering into and performing this Agreement and other transactions provided for in this Agreement shall be borne by the parties hereto respectively.

Article 10 (No Assignment of Rights, Etc. under This Agreement)

Without a prior written consent of the other party, neither party shall transfer or dispose of or assign to any third party any rights, obligations or contractual status under this Agreement.

Article 11 (Consultation in Good Faith)

The parties hereto shall strive to settle any doubts arising in connection with the interpretation of this Agreement or any matter not stipulated in this Agreement, through mutual consultation in accordance with the good-faith principle.

Article 12 (Governing Law; Exclusive Jurisdiction)

The parties hereby agree that this Agreement shall be governed by the laws of Japan, and that the Tokyo District Court shall be the court of first instance having exclusive jurisdiction over any and all disputes arising in connection with this Agreement.

[Intentionally left blank]

22

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate by affixing their respective signatures or names and seals hereto, and shall each retain one (1) executed copy hereof.

October 1, 2012

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Attachment 2

AMENDMENT AGREEMENT TO SHARE EXCHANGE AGREEMENT

SOFTBANK CORP. (hereinafter, “SoftBank”) and eAccess Ltd. (hereinafter, “eAccess”) agree to amend the Share Exchange Agreement (hereinafter, the “Original Agreement”) dated October 1, 2012, and enter into this Amendment Agreement to Share Exchange Agreement (hereinafter, this “Amendment Agreement”) on November 2, 2012 (hereinafter, the “Execution Date”) as follows.

Article 1 Amendment to the Original Agreement

SoftBank and eAccess agree to amend the following provisions of the Original Agreement as follows as of the Execution Date. The underlined indicate changes.

24

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Article 2 Effect of Original Agreement

SoftBank and eAccess confirm that the Original Agreement remains effective except for the matters amended in this Amendment Agreement.

Article 3 Governing Law

This Amendment Agreement is governed by, and is to be construed in accordance with, the laws of Japan.

Article 4 Exclusive Jurisdiction

SoftBank and eAccess agree that the Tokyo District Court shall be the court of first instance having exclusive jurisdiction over any and all disputes arising in connection with this Amendment Agreement.

[Intentionally left blank]

26

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Agreement in duplicate by affixing their respective signatures or names and seals hereto, and shall each retain one (1) executed copy hereof.

November 2, 2012

SoftBank:

9-1, Higashi-Shimbashi 1-chome, Minato-ku, Tokyo

SOFTBANK CORP.

Masayoshi Son, Representative Director & President

eAccess:

10-1, Toranomon 2-chome, Minato-ku, Tokyo

eAccess Ltd.

Sachio Semmoto, Representative Director & Chairman

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Attachment 3

The Overview of the Financial Analyses

Regarding the Stock Exchange Ratio by the Respective Financial Advisors

1. The Overview of the Financial Analyses by Financial Advisor of eAccess

Goldman Sachs, as part of the process of preparing its written opinion referred to in Item 3(2)(iv) (Measures to Ensure Fairness), performed a historical stock price analysis, comparable companies analysis, and discounted cash flow (“DCF”) analyses, which DCF analyses were based upon publicly available information and financial projections for eAccess prepared by eAccess’ management, as approved for Goldman Sachs’ use by eAccess, and a range of perpetuity growth rates or multiples. The results of the respective analyses are shown below. The below ranges of the stock exchange ratio are for a number of shares of common stock of SoftBank (“SoftBank Shares”) to be issued in exchange for one share of eAccess common stock (“eAccess Share”). In performing the stock price analysis, because the share price of eAccess is considered to have appreciated in a manner that substantially incorporates the occurrence of the Transaction due to the news report on October 1, 2012, about the Transaction, Goldman Sachs used September 28, 2012 (the business day immediately prior to the business day which was affected by the news report) as the base date, and reviewed the high and low closing market prices of eAccess during the 52-week period ending on the base date as a basis for the analysis. No fiscal year in the financial projections for eAccess used in the DCF analyses assumes any significant increase or decrease in profits. No company used in the comparable companies analysis as a comparison is directly comparable to eAccess.

Goldman Sachs provided its advisory services and the opinion for the information and assistance of the Board of Directors of eAccess in connection with its consideration of the transaction contemplated by the Amended Agreement (the “Transaction”) and such opinion does not constitute a recommendation as to how any holder of eAccess Shares should vote with respect to the Transaction or any other matter. Goldman Sachs did not recommend any specific stock exchange ratio to eAccess or its Board of Directors or that any specific stock exchange ratio constituted the only appropriate stock exchange ratio. The opinion was approved by a fairness committee of Goldman Sachs and its affiliates. Please refer to Note 1 below which sets forth in more detail, the assumptions made, procedures followed, matters considered and limitations on the review undertaken.

28

Goldman Sachs also prepared an accretion/dilution analysis. Goldman Sachs reviewed and considered such analyses as a whole in preparing its opinion and did not attribute any particular weight to any factor or analysis considered by it. Goldman Sachs’ analyses and opinion are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of November 2, 2012, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion or analyses based on circumstances, developments or events occurring after such date. Goldman Sachs assumed with eAccess’ consent that certain internal financial analyses and forecasts for eAccess have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of eAccess. Except as otherwise noted, the quantitative information used in Goldman Sachs’ financial analyses, to the extent it is based on market data, is based on market data as it existed on or before November 2, 2012 and is not necessarily indicative of current market conditions.

(Note 1) Goldman Sachs and its affiliates (for the purposes of this note, collectively, “Goldman Sachs”) are engaged in commercial and investment banking and financial advisory services, market making and trading, research and investment management (both public and private investing), principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. Goldman Sachs, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of eAccess, Softbank, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the Transaction for the accounts of Goldman Sachs and their customers. Goldman Sachs has acted as financial advisor to eAccess in connection with, and have participated in certain of the negotiations leading to, the Transaction. Goldman Sachs expects to receive fees for its services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Transaction, and eAccess has agreed to reimburse Goldman Sachs’ expenses arising, and indemnify it against certain liabilities that may arise, out of its engagement. Goldman Sachs has provided certain investment banking services to eAccess and its affiliates from time to time for which Goldman Sachs’ Investment Banking Division has received, and may receive, compensation, including having acted as structuring agent with respect to the refinancing of a ¥178,800,000,000 senior credit facility of eMobile, a wholly owned subsidiary of eAccess, in March 2011 and co-manager of an offering of eAccess’s 8.250 percent senior notes due 2018 (aggregate principal amount of $420,000,000) and 8.375 percent senior notes due 2018 (aggregate principal amount of €200,000,000), in March 2011. Goldman Sachs has also provided certain investment banking services to Softbank and its affiliates from time to time. It may also in the future provide investment banking services to eAccess, Softbank and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation. In addition, certain of Goldman Sachs’ affiliates hold an aggregate of 1,057,168 eAccess Shares (representing approximately 30.5 percent of the issued and outstanding eAccess Shares), an officer of Goldman Sachs is a member of eAccess’s Board of Directors and an officer of Goldman Sachs is a member of Softbank’s Board of Directors.

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In connection with this opinion, Goldman Sachs has reviewed, among other things, the Amended Agreement; the Annual Securities Reports (Yuka Shoken Houkoku-Sho) and Annual Reports to Stockholders of each of eAccess and Softbank for the five fiscal years ended March 31, 2012; certain interim reports to stockholders and the Semi-Annual Reports (Shihanki Houkoku-Sho) of eAccess and Softbank; certain other communications from eAccess and Softbank to their respective stockholders; certain publicly available research analyst reports for Softbank, as approved for Goldman Sachs’ use by eAccess (the “Softbank Analyst Reports”); certain publicly available research analyst reports for eAccess; and certain internal financial analyses and forecasts for eAccess prepared by its management, as approved for use by eAccess (the “Forecasts”). Goldman Sachs has also held discussions with members of the senior management of eAccess regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of eAccess and with members of senior management of Softbank regarding their assessment of the current business operations, financial condition and future prospects of Softbank and the Softbank Analyst Reports; reviewed the reported price and trading activity for the eAccess Shares and Softbank Shares; compared certain financial and stock market information for eAccess and Softbank with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the mobile and fixed-line telecommunication industries and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs has, with eAccess’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs has assumed with eAccess’s consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of eAccess. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of eAccess or Softbank or any of their respective subsidiaries and Goldman Sachs has not been furnished with any such evaluation or appraisal. Goldman Sachs has assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on eAccess or Softbank or on the expected benefits of the Transaction in any way meaningful to its analysis. Goldman Sachs also has assumed that the Transaction will be consummated on the terms set forth in the Amended Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of eAccess to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to eAccess; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the holders (other than Softbank and its affiliates) of eAccess Shares, as of the date thereof, of the Exchange Ratio pursuant to the Amended Agreement. Goldman Sachs does not express any view on, and Goldman Sachs’ opinion does not address, any other term or aspect of the Amended Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Amended Agreement or entered into or amended in connection with the Transaction, including, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of eAccess; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of eAccess, or class of such persons, in connection with the Transaction, whether relative to the Exchange Ratio pursuant to the Amended Agreement or otherwise. Goldman Sachs is not expressing any opinion as to the prices at which Softbank Shares will trade at any time, or as to the impact of the Transaction on the solvency or viability of eAccess or Softbank or the ability of eAccess or Softbank to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date thereof and Goldman Sachs assumes no responsibility for updating, revising or reaffirming this opinion or the financial analyses based on circumstances, developments or events occurring after the date thereof. Goldman Sachs’ advisory services and the opinion expressed therein are provided solely for the information and assistance of the Board of Directors of eAccess in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of eAccess Shares should vote with respect to such Transaction or any other matter. Goldman Sachs’ opinion has been approved by a fairness committee of Goldman Sachs.

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2. The Overview of the Financial Analyses by Financial Advisors of SOFTBANK

(1) Mizuho Securities Co., Ltd.

Based on the request by SOFTBANK upon agreement between SOFTBANK and eAccess to amend the Exchange Rate for Share Exchange, Mizuho Securities calculated the range of the Exchange Rate for Share Exchange by incorporating information which became available after signing of a definitive agreement on the Share Exchange between SOFTBANK and eAccess.

Mizuho Securities performed Analysis of Historical Share Prices to calculate the price range of the common stock of SOFTBANK since it is listed on a stock exchange and has a market price with abundant liquidity due to its large-sized market capitalization. In performing Analysis of Historical Share Prices, Mizuho Securities reviewed 1) the closing price of the common stock of SOFTBANK traded on the First Section of Tokyo Stock Exchange as of November 1, 2012 (the “Record Date”); 2) the average of the closing prices of the common stock of SOFTBANK during the week prior to the Record Date; 3) the average of the closing prices of common stock of SOFTBANK during the period beginning October 16, 2012, the first trading day after the announcement of the strategic acquisition of Sprint Nextel Corporation by SOFTBANK, and ending the Record Date.

As to eAccess, Mizuho Securities performed Analysis of Historical Share Prices (since it is listed on a stock exchange and has a market price), Comparable Companies Analysis (since there are several comparably similar listed companies and analogical share value based on Comparable Companies Analysis is available), and Discounted Cash Flow Analysis (for the purpose of reflecting the future business conditions on the calculation) to calculate the price range of the common stock of eAccess. In performing Analysis of Historical Share Prices, Mizuho Securities reviewed 1) the closing price of the common stock of eAccess traded on the First Section of Tokyo Stock Exchange as of September 28, 2012 (the “Record Date for eAccess”); 2) the average of closing prices of the common stock of eAccess during the month prior to the Record Date for eAccess; 3) the average closing stock price during the three months prior to the Record Date for eAccess; and 4) the average closing stock price during the six months prior to the Record Date for eAccess. The profit plan based on which Mizuho Securities performed Discounted Cash Flow Analysis, include some fiscal years with a significant increase in profit mainly due to sales unit increase generated by strengthened sales forces and cost reduction through the shared use of backbone networks.

The calculated ranges of the Exchange Rate based on each method are as shown in the table below. The table shows the ranges of the number of shares of SOFTBANK’s common stock that are to be allotted for one share of the common stock of eAccess.

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Mizuho Securities has used the information provided by SOFTBANK, in addition to publicly available information, to conduct the analysis. Mizuho Securities has not conducted any independent verification of the accuracy or completeness of this information, but rather has assumed that all such materials and information are accurate and complete and that there is no undisclosed information that would have a significant impact on the Exchange Rate analysis. In addition, Mizuho Securities has not made any independent evaluation or assessment of the assets or liabilities (including contingent liabilities) of either party, their subsidiaries or their affiliates, nor has Mizuho Securities independently analyzed or assessed each individual asset or liability. Mizuho Securities calculated the Exchange Rate based on information and economic conditions up to and as of November 1, 2012. Mizuho Securities does not provide opinion on whether the Exchange Rate should be amended after the execution of the agreement on the Share Exchange or not, and assumes that the financial projections (including the profit plan and other information) of both SOFTBANK and eAccess have been rationally prepared on the basis of the best possible estimates and judgment currently available.

(2) Plutus Consulting

Plutus Consulting applied the market price standard method in consideration of the fact that both companies’ common shares have a market price, the analysis of comparable companies and the discounted cash flow (DCF) method for the common shares of eAccess. The following is the calculation range for the share exchange ratios obtained from each calculation methodology, assuming that the value of one share of SOFTBANK is one.

In applying the market price standard method, the valuation date was set at November 2, 2012, and the figures used were the average closing prices on the First Section of the Tokyo Stock Exchange for the periods of one month, three months and six months before the valuation date and the average closing prices from the day immediately following the release of SOFTBANK’s “Strategic Acquisition of Sprint by SOFTBANK” on October 15, 2012, to the valuation date.

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In calculating the Share Exchange Ratio, Plutus Consulting relied on information provided by SOFTBANK as well as information generally available to the public. Plutus Consulting has assumed that all such information and materials are accurate and complete and has therefore not conducted any independent investigation to verify the accuracy and completeness of such information and materials. Plutus Consulting has not conducted any independent analysis or evaluation of the assets and liabilities of the parties or their related parties (including off-balance sheet assets and liabilities, and other contingent liabilities), nor requested any third-party institution to conduct any independent valuation or appraisal of such assets and liabilities. Further, Plutus Consulting worked under the assumption that the financial forecast for eAccess was produced in a reasonable manner using the best available estimates and judgment at the time the forecast was made. The Share Exchange Ratio calculation provided by Plutus Consulting is based on such information provided up to and as of November 2, 2012.

It is noted that in the financial plan of eAccess provided to Plutus Consulting as the basis of calculations in connection with the DCF method, fiscal years with significant increases in profit are included. This is mainly due to sales unit increase generated by strengthened sales forces and cost reduction through the shared use of backbone networks.

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Procedures for Exercise of Voting Rights via the Internet, etc.

When you exercise your voting rights via the Internet, please note the following information:

1. Voting Website

You can exercise your voting rights only at the following voting website designated by the Company.

Voting website address: http://www.web54.net

2. Handling of Exercise of Voting Rights

3. Handling of Password and Exercise Code

4. Required System Specifications

When you exercise your voting rights via the Internet, please confirm that your system conforms to the following requirements:

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You need to receive one of the following services and to use the 128-bit SSL (Secure Socket Layer) encrypted communications:

5. Inquiries on the Operation of Your Personal Computer and Other Devices

If you are uncertain as to the operation of your personal computer, mobile phone and/or other devices when exercising your voting rights, please call the following number:

The Sumitomo Mitsui Trust Bank, Limited, Securities Agent Web Support Hotline

Tel: 0120 (652) 031 (Monday to Friday 9:00 to 21:00)

END

For Institutional Investors Only

Institutional investors can exercise your voting rights by electromagnetic means using the Voting Rights Electronic Exercise Platform operated by ICJ, Inc. for this meeting.

END

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Access Map

[Map to shareholders’ meeting]

10 minutes walk from JR/Tokyo Monorail Hamamatsucho Station

1 minute walk from Toei Mita Line Onarimon Station (A1 Exit)

7 minutes walk from Toei Asakusa Line/Toei Oedo Line Daimon Station (A6 Exit)

7 minutes walk from Toei Oedo Line Akabanebashi Station (Akabanebashi Exit)

10 minutes walk from Tokyo Metro Hibiya Line Kamiyacho Station (Exit No.3)

(English Translation)

Referential Material

Attached to Notice of Convocation of the Extraordinary Shareholders Meeting

Separate Volume 1

eAccess Ltd.

ARTICLES OF INCORPORATION

CHAPTER I: GENERAL PROVISIONS

(CORPORATE NAME)

ARTICLE 1. The Company shall be called “SOFTBANK KABUSHIKI KAISHA” and referred to as “SOFTBANK CORP.” in English.

(PURPOSES)

ARTICLE 2. The purposes of the Company shall be to control and manage the business activities of companies which perform the following business activities and foreign companies which perform business activities corresponding to the following by acquiring and owning shares or equity of such companies:

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2. The Company may conduct any and all other businesses relating to or incidental to the foregoing paragraph.

(LOCATION OF HEAD OFFICE)

ARTICLE 3. The head office of the Company shall be situated in Minato-ku, Tokyo.

(METHOD OF PUBLIC NOTICES)

ARTICLE 4. Public notices of the Company shall be given electronically; however, if public notices cannot be given electronically due to any accident or other unavoidable event, public notices shall be published in the Nihon Keizai Shimbun.

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CHAPTER II: SHARES

(TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED)

ARTICLE 5. The total number of shares authorized to be issued by the Company shall be three billion and six hundred million (3,600,000,000) shares.

(ACQUISITION OF OWN SHARES)

ARTICLE 6. The Company may, by resolution of the Board of Directors, acquire its own shares through market trading or otherwise pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act.

(NUMBER OF SHARES CONSTITUTING ONE UNIT)

ARTICLE 7. The number of shares constituting one unit of the Company shall be one hundred (100) shares.

(RIGHTS OF SHAREHOLDERS HOLDING SHARES LESS THAN ONE UNIT)

ARTICLE 8. The shareholders of the Company shall not exercise any rights other than those described below with respect to shares less than one unit held by them.

(ADMINISTRATOR OF REGISTER OF SHAREHOLDERS)

ARTICLE 9. The Company shall have an administrator of its register of shareholders.

2. The administrator of the register of shareholders and the place to perform his or her duties shall be determined by resolution of the Board of Directors and public notice shall be given thereof.

3. The preparation and keeping of the register of shareholders, the original register of stock acquisition rights of the Company and other business pertaining to the register of shareholders, and the original register of stock acquisition rights shall be handled by the administrator of the register of shareholders on consignment and shall not be handled by the Company.

(SHARE HANDLING REGULATIONS)

ARTICLE 10. The handling of the exercise of rights by the shareholders and persons holding stock acquisition rights of the Company, and the handling of shares and stock acquisition rights of the Company and fees therefor shall be subject to the Share Handling Regulations established by the Board of Directors, as well as law, ordinance, and these Articles of Incorporation.

3

CHAPTER III: GENERAL MEETINGS OF SHAREHOLDERS

(CONVOCATION)

ARTICLE 11. The Annual General Meeting of Shareholders of the Company shall be convened within three (3) months from the day following the last day of each business year, and an Extraordinary General Meeting of Shareholders may be convened from time to time, whenever necessary.

(RECORD DATE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS)

ARTICLE 12. The record date for voting rights at the Annual General Meeting of Shareholders of the Company shall be the 31st of March each year.

(PERSON TO CONVENE MEETINGS AND CHAIRMAN)

ARTICLE 13. The Director, President and Chief Executive Officer shall convene the General Meeting of Shareholders pursuant to a resolution of the Board of Directors and act as the chairman of such Meeting, unless otherwise provided by law or ordinance.

2. When the Director, President and Chief Executive Officer is unable to do so, other Directors shall take his place in the order predetermined by the Board of Directors.

(DISCLOSURE AND DEEMED PROVISION OF REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS VIA THE INTERNET)

ARTICLE 14. In convening the General Meeting of Shareholders, the Company may deem that information regarding matters that should be described or shown in the reference materials for the General Meeting of Shareholders, business reports, financial documents and consolidated financial documents (including the accounting auditors’ report or the auditors’ report regarding such consolidated financial documents) has been provided to the shareholders, if such information is disclosed over the Internet in accordance with the Ordinance of the Ministry of Justice.

(METHOD OF RESOLUTION)

ARTICLE 15. Unless otherwise provided by law, ordinance or these Articles of Incorporation, the resolutions of a General Meeting of Shareholders shall be adopted by a majority of the voting rights represented by the shareholders present who are entitled to exercise voting rights.

2. The resolutions provided for in Article 309, Paragraph 2 of the Companies Act shall be adopted by no less than two-thirds (2/3) of the voting rights of shareholders present at the meeting whereby shareholders representing no less than one-third (1/3) of the voting rights of shareholders who are entitled to exercise voting rights are present.

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(EXERCISE OF VOTING RIGHTS BY PROXY)

ARTICLE 16. A shareholder may exercise his/her/its voting rights by proxy, which shall be one other shareholder of the Company entitled to vote.

2. In the event of the preceding paragraph, the shareholder or proxy shall submit to the Company a document providing evidence for the authority of such proxy for each General Meeting of Shareholders.

CHAPTER IV: DIRECTORS AND BOARD OF DIRECTORS

(ESTABLISHMENT OF BOARD OF DIRECTORS)

ARTICLE 17. The Company shall have a Board of Directors.

(NUMBER OF DIRECTORS)

ARTICLE 18. The number of Directors of the Company shall not be more than fifteen (15).

(ELECTION OF DIRECTORS)

ARTICLE 19. The Directors shall be elected at a General Meeting of Shareholders.

2. The resolution for the election of Directors shall be adopted by a majority of the voting rights represented by shareholders present at the meeting whereby shareholders representing no less than one-third (1/3) of the voting rights of the shareholders who are entitled to exercise voting rights are present.

3. No cumulative voting shall be conducted in the election of Directors of the Company.

(TERM OF OFFICE OF DIRECTORS)

ARTICLE 20. The term of office for a Director shall expire upon the close of the Annual General Meeting of Shareholders for the last business year ending within two (2) years after his election.

2. The term of office for a Director elected to fill a vacancy or to increase the number of Directors shall expire when the term of office of the Director currently in office expires.

(PERSON TO CONVENE BOARD OF DIRECTORS MEETING AND CHAIRMAN)

ARTICLE 21. The Director, President and Chief Executive Officer shall convene Meetings of the Board of Directors and act as the chairman of such Meeting, unless otherwise provided by law or ordinance.

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2. When the Director, President and Chief Executive Officer is unable to do so, other Directors shall take his place in the order predetermined by the Board of Directors.

(CONVOCATION PROCEDURES FOR BOARD OF DIRECTORS MEETING)

ARTICLE 22. Notice of convocation of Meetings of the Board of Directors of the Company shall be dispatched to each Director and Statutory Auditor no later than three (3) days prior to the date of the meetings; provided, however, that in case of emergency, such period may be shortened.

(DIRECTORS WITH SPECIFIC TITLE)

ARTICLE 23. The Company shall, by resolution of the Board of Directors, appoint one (1) Director, President and Chief Executive Officer from among the Directors and the Company may also resolve to appoint Executive Directors and Managing Directors as deemed necessary.

(REPRESENTATIVE DIRECTOR)

ARTICLE 24. The Director, President and Chief Executive Officer shall represent the Company.

2. In addition to the Director, President and Chief Executive Officer, the Company may by resolution of the Board of Directors appoint a Director to represent the Company from among the Directors with specific titles described in the preceding paragraph.

(OMISSION OF RESOLUTION OF BOARD OF DIRECTORS)

ARTICLE 25. If the requirements set forth in Article 370 of the Companies Act are satisfied, the Company shall deem that the resolution of the Board of Directors has been adopted.

(EXECUTION OF BUSINESS BY DIRECTORS)

ARTICLE 26. The Director, President and Chief Executive Officer shall exercise control over the business of the Company and the Executive Directors and Managing Directors shall carry out such business in support of the Director, President and Chief Executive Officer.

2. When the Director, President and Chief Executive Officer is unable to do so, other Directors shall take his place in the order predetermined by the Board of Directors.

(REGULATIONS OF BOARD OF DIRECTORS)

ARTICLE 27. Matters relating to the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors, unless otherwise provided by law, ordinance, or these Articles of Incorporation.

6

(REMUNERATION, ETC OF DIRECTORS)

ARTICLE 28. The remunerations and bonuses of Directors and other property interests received by Directors from the Company as consideration for the execution of their duties (“Remuneration, etc”) shall be determined by a resolution of a General Meeting of Shareholders.

(ADVISOR)

ARTICLE 29. By resolution of the Board of Directors, a number of advisors may be elected.

(LIMITATION OF DIRECTORS’ LIABILITY)

ARTICLE 30. Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt Directors (including former Directors) from the liability to compensate for damages due to a failure to perform their duties to the extent permitted by law and ordinance.

2. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with external directors to limit their liability to compensate for damages due to a failure to perform their duties; provided, however, that the limit of liability under such agreement shall be up to the predetermined amount of ten million (10,000,000) yen or above, or the amount prescribed by law and ordinance, whichever is higher.

CHAPTER V: STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS

(ESTABLISHMENT OF STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS)

ARTICLE 31. The Company shall have Statutory Auditors and a Board of Statutory Auditors.

(NUMBER OF STATUTORY AUDITORS)

ARTICLE 32. The number of Statutory Auditors of the Company shall not be more than four (4).

(SELECTION OF STATUTORY AUDITOR)

ARTICLE 33. The Statutory Auditors shall be elected at a General Meeting of Shareholders.

2. The resolution for the election of Statutory Auditors shall be adopted by a majority of the voting rights represented by shareholders present at the meeting whereby shareholders representing no less than one-third (1/3) of voting rights of the shareholders who are entitled to exercise voting rights are present.

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(TERM OF OFFICE OF STATUTORY AUDITORS)

ARTICLE 34. The term of office for a Statutory Auditor shall expire upon the close of the Annual General Meeting of Shareholders for the last business year ending within four (4) years after his election.

2. The term of office for a Statutory Auditor elected to fill the vacancy of a Statutory Auditor who retired before the expiration of his term of office, shall expire at the time when the term of office of the retired Statutory Auditor would have expired.

(FULL-TIME STATUTORY AUDITOR)

ARTICLE 35. The Board of Statutory Auditors shall elect one or more fulltime Statutory Auditor by its resolution.

(NOTICE OF CONVOCATION FOR MEETINGS OF BOARD OF STATUTORY AUDITORS)

ARTICLE 36. Notice of convocation of Meetings of the Board of Statutory Auditors of the Company shall be dispatched to each Statutory Auditor no later than three (3) days prior to the date of the meetings; provided, however, that in case of emergency, such period may be shortened.

2. Upon the unanimous consent of all Statutory Auditors, a Meeting of the Board of Statutory Auditors may be held without convocation procedures.

(REGULATIONS OF BOARD OF STATUTORY AUDITORS)

ARTICLE 37. Matters relating to the Board of Statutory Auditors shall be governed by the Regulations of the Board of Statutory Auditors established by the Board of Statutory Auditors, unless otherwise provided by law, ordinance, or these Articles of Incorporation.

(REMUNERATION, ETC OF STATUTORY AUDITORS)

ARTICLE 38. The Remuneration, etc of Statutory Auditors shall be determined by a resolution of a General Meeting of Shareholders.

(LIMITATION OF STATUTORY AUDITORS’ LIABILITY)

ARTICLE 39. Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt Statutory Auditors (including former Statutory Auditors) from the liability to compensate for damages due to a failure to perform their duties to the extent permitted by law and ordinance.

2. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with external statutory auditors to limit their liability to compensate for damage due to a failure to perform their duties; provided, however, that the limit of liability under such agreement shall be up to the predetermined amount of ten million (10,000,000) yen or above, or the amount prescribed by law and ordinance, whichever is higher.

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CHAPTER VI: ACCOUNTING AUDITORS

(ESTABLISHMENT OF ACCOUNTING AUDITORS)

ARTICLE 40. The Company shall have Accounting Auditors.

CHAPTER VII: ACCOUNTING

(BUSINESS YEAR)

ARTICLE 41. The business year of the Company shall be a one (1) year term commencing on the 1st of April each year and ending on the 31st March of the following year.

(RECORD DATE FOR DIVIDENDS OF SURPLUS)

ARTICLE 42. The record date for term-end dividends of the Company shall be the 31st of March of each year.

2. In addition to the preceding paragraph, the Company may distribute dividends of surplus by setting the record date.

(INTERIM DIVIDENDS)

ARTICLE 43. The Company may, by resolution of the Board of Directors, distribute interim dividends with the 30th of September of each year as a record date.

(PERIOD OF LIMITATIONS FOR DIVIDENDS)

ARTICLE 44. If the property available for dividends is cash and has not been received within three (3) full years from the date on which the dividends becomes due and payable, the Company shall be relieved of its obligation to make such payment.

9

(Appendix)

Softbank Corp.

Business Report

(From April 1, 2011 to March 31, 2012)

Status of the SOFTBANK Group

(1) Overview of operations for this fiscal year

Despite fierce competition, the SOFTBANK Group (hereafter “the Group”) achieved strong results for FY2011 and set new records for net sales, operating income, ordinary income, and net income. Operating income nearly doubled in three years since FY2008 of ¥359.1 billion, and net income for FY2011 exceeded ¥300.0 billion.

The consolidated results growth was driven by strong performance in the Mobile Communications segment. Increased sales of smartphones such as iPhone and others contributed to the significant increases in revenue and profit.

While investing actively in network enhancement for the mobile communications service, the Group has steadily reduced its net-interest bearing debt¹, supported by the accumulating profits.

The Group achieved the target of reducing its ¥1.9 trillion yen of net interest-bearing debt as of the end of March 2009 by half over three years, lowering it to ¥547.2 billion at the end of FY2011. As a result, interest expense also decreased significantly. The Group’s financial status, once suffered a setback due to the acquisition of Vodafone K.K. (currently SOFTBANK MOBILE Corp.), has improved drastically, and the equity ratio as of the end of FY2011 rose to 19.1%.

As one of its investment activities, the Group has invested in InMobi Pte. Ltd. (“InMobi,” head office: Singapore), a global mobile advertising network, and also established a joint venture with Bharti Enterprises, which includes India’s largest mobile services provider. This partnership will endeavor to develop new markets and promising players for the mobile Internet in India.

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11

Mobile Communications

Main business

Net sales grew to ¥2,144.8 billion (a year-on-year increase of 10.3%) due to increased telecom service revenue resulting from steady growth in the number of mobile phone subscribers. Higher expenses, including an increase in sales commissions, were absorbed by the increased revenue, resulting in ¥429.2 billion in operating income (an increase of 6.7%).

Overview of operations

Cumulative number of subscribers and Average Revenue Per User (“ARPU”)

The cumulative number of subscribers stood at 28,940,000 (an increase of 13.9%), primarily because of increased sales of smartphones such as iPhone, as well as higher sales of iPad, mobile data communications devices, and handsets with security buzzers for kids and the elderly. ARPU decreased ¥60 year on year to ¥4,150. This decline was the result of a decrease in basic monthly charge and voice revenue, while data telecom service revenue grew due to the continued increase in the number of smartphone users.

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Network

Various initiatives were implemented for the enhancement of the network to address connection difficulties, while coping with the sharp rise in data traffic accompanying the uptake of smartphones. The number of base stations increased from around 60,000 at the end of March 2011 to 185,881, and the number of Internet access points in our public wireless LAN service is about 250,000.

The segment has also launched high-speed data communication service, “SoftBank 4G”, providing the industry’s fastest maximum downlink speed of 110Mbps.

Mobile handsets

In addition to iPhone 4S in October 2011, Android™ smartphones for “ULTRA SPEED” high-speed data communication service and mobile Wi-Fi routers for “SoftBank 4G” were also launched.

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14

Broadband Infrastructure

Main business

Net sales decreased to ¥171.9 billion (a decrease of 9.6%). This was due to a decrease in the number of installed lines for the ADSL service, a core business of the segment, while the ISP service saw steady growth. Operating income decreased to ¥34.3 billion (a decrease of 20.5%), mainly due to the decrease in net sales and an increase in marketing sales commissions for the ISP service.

Overview of operations

Total of number of installed lines for the ADSL service and the number of contracts for the ISP service which combines with fiber-optic connection provided by NIPPON TELEGRAPH AND TELEPHONE EAST CORPORATION and NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION increased to 4,200,000, an increase of 120,000 year on year, while the number of installed lines for the ADSL service continued to decline. Although various efforts were made to improve the subscription ratio for optional services and enhancing lineups, and to reduce acquisition cost per subscriber by optimizing distribution channels, revenue and profit decreased, partially affected by lower ARPU in the ISP service than the ADSL service.

15

Fixed-line Telecommunications

Main business

Net sales increased to ¥367.6 billion (an increase of 3.1%) due to increased provision of the network to the Group’s telecommunication companies. Operating income was ¥57.9 billion (an increase of 52.5%) due to an increase in net sales, combined with lower telecommunications equipment fees and marketing sales commissions.

Overview of operations

The segment has been actively working to capture corporate market share with solutions to transform the work style in combination with a variety of the Group’s services including direct connection voice service, data transmission service, PHS service, and cloud computing service. The segment also made efforts to expand its business through partnerships with leading companies in the Asian market where it shows continuing high growth. In FY2012, it is planned to launch the cloud computing service to Japanese companies expanding into China as a distributor of a partner company, one of the major data centers in China.

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Internet Culture

Main business

Net sales increased to ¥293.6 billion (an increase of 3.5%) mainly due to revenue growth in Internet advertisement, the main business of this segment, as well as game-related services and other operations. Operating income increased to ¥156.8 billion (an increase of 4.3%), primarily the result of a decrease in communications expenses due to connection efficiency improvements in the operating system for data centers.

Overview of operations

Various services of Yahoo! JAPAN were optimized for smartphones, and a number of applications were launched, including Yahoo! JAPAN applications, for Android smartphones.

Commerce transactions via smartphone increased significantly, primarily attributable to a promotion that offered additional points to customers who purchased items on certain days at Yahoo! Shopping via smartphones. Game-related services such as Sengoku IXA and Yahoo! Mobage also showed strong performance.

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The SOFTBANK Group Fundamental CSR Policy sets forth the Group’s aspirations to develop along with all stakeholders, including customers, shareholders, employees, and business partners for its CSR activities.

Ever since the Great East Japan Earthquake, the Group has worked to restore communications networks, which serve as the people’s lifeline, and also examined what it could and should do to help people in the affected areas through its operations as a corporate citizen, and implemented a range of initiatives. The Group conducts these activities from a medium- to long-term perspective, and they are still continuing today, more than one year after the earthquake.

n Program for collecting continuous donations

Charity White

SOFTBANK MOBILE Corp. had offered Charity White that allows subscribers to make donations together with their monthly mobile phone charges, with the goal of providing ongoing assistance to the Tohoku area. Under this program, SOFTBANK MOBILE Corp. provides a matching donation (¥10) for every monthly donation received from a Charity White subscriber (¥10 a month per subscriber). Together, SOFTBANK MOBILE Corp. provides a monthly donation of ¥20 per subscriber which is used to support children in the Tohoku area. As of March 31, 2012, the number of Charity White subscription applications had surpassed approximately 110,000.

The Company has provided operating funds for the TOMODACHI Summer 2012 SoftBank Leadership Program. This reflects the Company’s support for the purpose and intent of the U.S.-Japan TOMODACHI Educational Exchange programs led by the U.S. Embassy in Tokyo and the U.S.-Japan Council, an NPO based in the U.S. Under this program, about 300 Japanese high school students will study global leadership and community service at the University of California, Berkeley. The Company hopes that students will become people who can contribute to the recovery of their home towns in future.

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During FY2011, the Group made capital expenditure (including software) to expand businesses such as the Mobile Communications segment, the Broadband Infrastructure segment and the Fixed-line Telecommunications segment.

The breakdown of the capital expenditure by segment is as follows.

The breakdown of major capital expenditure by reportable segment is as follows.

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1. Status of interest-bearing debt

The amount of consolidated interest-bearing debt of the Group decreased by ¥507,674 million in FY2011. This decrease is mainly attributable to a decrease of ¥478,672 million in borrowings and a decrease of ¥31,002 million in corporate bonds by redemption and others. The gist of major transactions is as follows.

(1) Borrowings

The amount of borrowings by the Group from financial institutions decreased by ¥478,672 million in FY2011. Increase and decrease of debt by the Company and its subsidiaries are as follows.

Status of the commitment lines

On the expiration of the term of the commitment line agreement structured in the previous fiscal year, a new commitment line agreement was newly executed between the Company and a group of financial institutions including Mizuho Corporate Bank, Ltd. and Citibank Japan Ltd. as the arrangers for a total amount of ¥180,000 million in September 2011. As of the end of FY2011, there was no outstanding loan drawn on the commitment line.

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(2) Corporate bonds

The Company issued corporate bonds amounting to ¥180,000 million in FY2011. The amount of redemption of corporate bonds by the Group totaled ¥161,000 million in FY2011, and the Company’s Convertible Bond Due 2014 (balance at the previous fiscal year-end: ¥49,992 million) was converted into common stock of the Company. Issuance of corporate bonds and redemption of major corporate bonds by the Group are as follows:

2. Other major fund raising

Capital lease with ownership transfer

The Group procured the total amount of ¥338,705 million in FY2011 for new capital investment mainly for the mobile communications business.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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The Group recognizes the need to enhance its network for the mobile communications services provided by SOFTBANK MOBILE Corp. SOFTBANK MOBILE Corp. has increased the number of mobile phone base stations from 122,508 at the end of March 2011, to 185,881 as of the end of March 2012.

In March 2012, SOFTBANK MOBILE Corp. received an allocation for the 900MHz band, known as the “platinum band.” This band will enable SOFTBANK MOBILE Corp. to make comprehensive improvements to its communication environment. Initially, these include coping with traffic increase and introducing new technologies such as Long Term Evolution (LTE). Moreover, SOFTBANK MOBILE Corp. will build a robust and disaster-proof communication environment and lifeline network taking advantage of the greater efficiency and wider coverage of the platinum band.

At the same time, the Group will continue efforts to improve user convenience by providing small base stations (femtocells) and Wi-Fi routers free of charge in users’ homes and in stores.

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(Reference) Progress in reduction of net interest-bearing debt and change of policy

In order to improve its financial status, the Group prioritized reducing net interest-bearing debt by setting a target of reducing ¥1,939,520 million of net interest-bearing debt as of the end of March 2009 by half over three years (by the end of March 2012), and to zero over six years (by the end of March 2015). Net interest-bearing debt at the end of March 2012 had been reduced by far more than the target of reducing net interest-bearing debt by half. It stood at ¥547,298 million, down 71.8% from the end of March 2009. As a result of these efforts, the Company’s credit ratings have been raised substantially.

In light of this improvement in the Group’s financial status, growth potential of businesses and other factors, the Company has decided to change its policy. The Group will no longer pursue the target of reducing net interest-bearing debt to zero by the end of March 2015, but will focus on investing actively for sustained growth and returning profits to shareholders, while maintaining a sound financial status.

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(2) Status of asset and profit and loss

(3) Major subsidiaries (as of March 31, 2012)

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(4) Major businesses (as of March 31, 2012)

(5) Major business offices (as of March 31, 2012)

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(6) Employees (as of March 31, 2012)

(7) Status of major lenders (as of March 31, 2012)

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Status of the Company

(1) Status of shares (as of March 31, 2012)

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(2) Status of Stock Acquisition Rights

Not applicable.

Not applicable.

All Stock Acquisition Rights on Convertible Bond Due 2014 were exercised during this fiscal year.

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(3) Status of Corporate Officers

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The Company has transactions relating to tax consulting and other matters with PricewaterhouseCoopers, which is one of the important concurrent posts of Corporate Auditor, Mr. Koichi Shibayama.

Not applicable.

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