ValueCommerce : Matters Concerning Controlling Shareholder, Etc.

This filing was originally prepared and published by the company in Japanese as it contained timely disclosure information to be submitted to the Tokyo Stock Exchange. The English translation is for your reference only. To the extent that there is any discrepancy between this English translation and the original Japanese filing, the Japanese filing will prevail.

February 18, 2022

Financial Release

Corporate Name ValueCommerce Co., Ltd.

Representative	Jin Kagawa, Representative Director,
Ticker Symbol	President and CEO
2491
Inquiries	Masatomo Endo, Director of the Board,
	CFO
Phone	81 3 5210 6688

Matters Concerning Controlling Shareholder, Etc.

ValueCommerce Co., Ltd. ("the Company") hereby announces matters concerning its controlling shareholder, etc. Details are as follows.

1. Trade names, etc. of parent company, controlling shareholder (other than parent company), and other subsidiaries and affiliates

					As of December 31, 2021
		Percentage of voting rights (%)	Financial instruments exchanges,
Name	Relationship	Direct	Aggregate	Total	etc. where issued stocks, etc. are
		ownership	listed.
SoftBank Group Corp.	Parent	-	51.96	51.96	Tokyo Stock Exchange (1st Section)
company
Softbank Group Japan	As above	-	51.96	51.96	-
Corporation
SoftBank Corp.	As above	-	51.96	51.96	Tokyo Stock Exchange (1st Section)
A Holdings Corporation	As above	-	51.96	51.96	-
Z Holdings Corporation	As above	-	51.96	51.96	Tokyo Stock Exchange (1st Section)
Z Intermediate Holdings	As above	51.96	-	51.96	-
Corporation

2. Name of the parent company deemed to have the greatest impact on the listed company and the reason

Name: Z Holdings Corporation

Reason: There is a certain business relationship between Yahoo Japan Corporation, a subsidiary of Z Holdings Corporation, and the Company.

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3. Role of the listed company within the corporate group of the parent company, etc. and other relationships between the listed company and the parent company, etc.

There is a certain business relationship between Yahoo Japan Corporation, a subsidiary of Z Holdings Corporation, and the Company. The purpose of the business alliance with Yahoo Japan Corporation is mainly to expand business by strengthening the business relationship, and the policy for future business with Yahoo Japan Corporation is to increase the profits of both parties.

With regard to transactions, the effects of business synergies are being realized through collaboration between the businesses of Yahoo Japan Corporation and the various services of the Company. In the Marketing Solutions Business, Yahoo Japan Corporation is a major advertiser. Moreover, in the EC Solutions Business, the Company provides solutions to promote sales for stores on online malls operated by Yahoo Japan Corporation.

There are certain transactions between the Company and Yahoo Japan Corporation, but the terms and conditions of those transactions are determined fairly, in the same manner as for other business partners.

With regard to personnel relationships, as of December 31, 2021, four of the six Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company concurrently served at Yahoo Japan Corporation. Although advice and suggestions are received from these directors to ensure the appropriateness of decision-making, the Company makes its own decisions, and the independence of management decisions is sufficiently ensured.

In addition, seven employees of Yahoo Japan Corporation have been seconded to the Company and 50 employees of the Company have been seconded to Yahoo Japan Corporation.

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(Officers holding concurrent positions)

					As of December 31, 2021
Position	Name		Position at Yahoo Japan Corporation		Reason for appointment
	Hajime		Executive Officer and Vice President of Shopping Services	To enhance
Director		management
Hatanaka		Supervision Unit, Yahoo Japan Corporation
			structure
As above	Taku			-		As above
Hasegawa
As above	Koichiro			-		As above
Tanabe
As above	Yoshimasa			-		As above
Kasuya
(Personnel seconded from Yahoo Japan Corporation)	As of December 31, 2021
	Department	Persons	Company seconded from	Reason for secondment
Assistant to COO	1	Yahoo Japan Corporation	To strengthen collaboration with
business of the Company
Service Promotion Office	1	As above		As above
MS Planning Division	1	As above		As above
EC Solutions Division	2	As above		As above
Corporate Division	2	As above		As above

Note: As of December 31, 2021, the number of employees of the Company was 272. 50 employees of the Company have been seconded to Yahoo Japan Corporation.

4. Matters Concerning Transactions with Controlling Shareholder, etc.

(Transactions with controlling shareholder)

(January 1, 2021 to December 31, 2021)

					Percent-	Relation-		Trans-		Balance
Category	Name of	Location	Capital	Business	age of	ship with	Trans-	action	Item	at fiscal-
company,	(Millions	descrip-	voting	related	actions	amounts	year end
	etc.		of yen)	tion	rights	(Millions		(Millions
		parties
					owned (%)		of yen)		of yen)
							Service		Accounts
								receivable -	814
							revenue
								trade
							related to	10,634
							Accounts
							provision
				Online		Provi-		receivable -
Company	Yahoo				of services		683
Tokyo		advertis-		sion and		other
with same	Japan			Note 3
parent	Corpora-	Chiyoda-	300	ing	-	pur-			Note 4
Service
company	tion	ku		business		chase of
		, etc.		services	costs		Accounts
							related to
							9,333	payable -	1,043
							provision
								trade
							of services
							Note 5
Notes 1 Consumption tax is excluded from the transaction amounts above.

2. Terms and conditions of transactions and policy for determining terms and conditions of transactions The terms and conditions for the provision and purchase of services and are determined in the same manner as the terms and conditions for general transaction terms, or through negotiations, taking into

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consideration market prices, consignment details, and other factors.

1. The transaction amount is presented as the total amount of transactions. The amount included in revenue in the Consolidated Statement of Income and Comprehensive Income for the fiscal year ended December 31, 2021 was ¥6,376 million.
2. When providing "Affiliate Marketing", pay-per-performance advertising, the Company collects performance fees on behalf of media operators.
3. The transaction amount is presented as the total amount of transactions. The amount included in cost of revenue in the Consolidated Statement of Income and Comprehensive Income for the fiscal year ended December 31, 2021 was ¥8,627 million.
4. Immaterial transactions have been omitted.

5. Implementation of measures to protect minority shareholders in transactions, etc. with controlling shareholder

The terms and conditions of transactions with controlling shareholder are determined in a reasonable manner through prescribed procedures, taking into consideration contractual terms and conditions and market prices, in the same manner as for transactions with other companies.

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