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Notice of the 20Th Ordinary General Meeting of Shareholders

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Notice of the 20Th Ordinary General Meeting of Shareholders Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. LINE Notice of the 20th Ordinary General Meeting of Shareholders Date: 10:00 a.m., Thursday, March 26, 2020 Location: “Prince Hall,” 5th floor, Annex Tower, Shinagawa Prince Hotel 4-10-30 Takanawa, Minato-ku, Tokyo No souvenirs will be provided to shareholders attending the General Meeting of Shareholders, for which we would appreciate your understanding. LINE Corporation Securities code: 3938 - 1 - CLOSING THE DISTANCE Our mission is to bring people, information and services closer together. To our shareholders and investors I would first like to take this opportunity to thank our shareholders for their continued support and interest in LINE. We took a further leap forward in 2019, in which the number of domestic users of our LINE mobile messaging application exceeded 83 million (an increase of 4 million from the previous year) and the number of users in overseas countries also exceeded 81 million. LINE Pay, a mobile P2P transfer and payment service, has also obtained new users and achieved a steady increase in settlement volume, driven by cashless payments, tax increases and other factors. Furthermore, we have significantly expanded our service lineup, examples of which include the provision of new financial services such as our proprietary scoring service LINE Score and a new mobile investment service LINE Securities, the establishment of LINE Healthcare Corporation for online healthcare business, and the provision of a takeout service LINE Pockeo. In addition, as announced on December 23, 2019, we entered into a definitive agreement on business integration with Z Holdings Corporation based upon a spirit of equality. Having a large domestic user base and substantial assets in Japan, the two companies will consolidate their operating resources through the business integration, provide more convenient user experience to Japanese users by strengthening their respective business areas, and making business investments for growth in other new market sectors, and bring progress to Japanese society and industry. By deploying this innovative model throughout Asia and the world, the integrated company aims to become the AI tech company that leads the world from Japan and Asia. I hope we can receive your continued support and encouragement as we work to deliver the business strategies of the LINE Group and the new integrated company. Takeshi Idezawa, Representative Director and President March 2020 - 2 - Securities code: 3938 March 6, 2020 To our shareholders Takeshi Idezawa, Representative Director and President LINE Corporation 4-1-6 Shinjuku, Shinjuku-ku, Tokyo Notice of the 20th Ordinary General Meeting of Shareholders You are cordially invited to attend the 20th Ordinary General Meeting of Shareholders of LINE Corporation (the Company), which will be held as described below: If you are unable to attend the meeting, you can exercise your voting rights either of the following methods. Please review the “Reference Documents for the Ordinary General Meeting of Shareholders” described later and exercise your voting rights by 6:30 p.m. on Wednesday, March 25, 2020. Exercising voting rights by mail Please indicate your vote of approval or disapproval using the enclosed voting card, and return the card to us so that it arrives by the above deadline. Exercising voting rights via the internet, etc. Please read “Guide to voting via the internet” on page 5 and enter your vote of approval or disapproval on each of the proposals by the above deadline. 1. Date: 10:00 a.m., Thursday, March 26, 2020 2. Location: “Prince Hall,” 5th floor, Annex Tower, Shinagawa Prince Hotel 4-10-30 Takanawa, Minato-ku, Tokyo 3. Agenda: Items To Be Reported: 1. Report on the Business Report and Consolidated Financial Statements for the 20th business term (from January 1, 2019 to December 31, 2019), and the results of the audit on the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors 2. Report on the Non-consolidated Financial Statements for the 20th business term (from January 1, 2019 to December 31, 2019) Items To Be Resolved: Proposal No. 1 Determination of Amounts and Details of Stock Options (Warrants) to Be Paid as Compensation, etc. to Directors (Excluding Outside Directors) Proposal No. 2 Determination of Amounts and Details of Stock Options (Warrants) to Be Paid as Compensation, etc. to Outside Directors Notes: You are kindly requested to present the enclosed voting card to the receptionist when you attend the meeting. To conserve natural resources, please bring this Notice with you. Please note that persons other than shareholders who can exercise voting rights, such as proxy agents who are not shareholders or those accompanying shareholders, will not be permitted to enter the meeting venue. In the event of situations requiring amendments to items in the Reference Documents for the Ordinary General Meeting of Shareholders, the Business Report, Consolidated Financial Statements or Non-consolidated Financial Statements, amended items will be posted on the Company’s website (https://linecorp.com/en/ir/stock). Internet-based Disclosure The following items are posted on the Company’s website in accordance with laws and regulations and Article 16 of the Articles of Incorporation of the Company, they are not provided in this Notice. Accordingly, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements attached to this Notice are only part of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor and the Corporate Auditors for the preparation of Accounting Audit Reports and Audit Report. 1) “Systems to Ensure Appropriate Business Operations and Operational Status of the System” in the Business Report 2) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” - 3 - 3) “Non-consolidated Statements of Changes in Equity” and “Notes to Non-consolidated Financial Statements” URL: https://linecorp.com/en/ir/stock - 4 - Instructions for Exercising Voting Rights The right to vote at the Ordinary General Meeting of Shareholders is an important right held by shareholders. We ask that you make sure to exercise your voting rights. There are three ways to exercise your voting rights as described below: When attending the Ordinary General Meeting of Shareholders You are kindly requested to present the enclosed voting card to the receptionist when you attend the meeting. Please note that persons, such as proxies and accompanying persons, other than the shareholders who are eligible to vote will not be allowed entry to the meeting even if they bring the voting card with them. Furthermore, if you attend the Ordinary General Meeting of Shareholders, you are kindly requested to bring this Notice to conserve resources. Date: 10:00 a.m., Thursday, March 26, 2020 Location: “Prince Hall,” 5th floor, Annex Tower, Shinagawa Prince Hotel When mailing your voting card Please indicate your approval or disapproval of each resolution on the enclosed voting card and return it by postal mail. Please refer to the instructions below regarding how to fill out your voting card. Deadline: To be received by 6:30 p.m., Wednesday, March 25, 2020 How to fill out your voting card Please indicate your approval or disapproval of each resolution here. Proposals No. 1, No. 2 If you approve, put a circle in the APPROVAL box. If you disapprove, put a circle in the DISAPPROVAL box. Handling of votes If you do not indicate your approval or disapproval of a proposal in your voting card, we will assume that you have voted in favor of the proposal. Exercise of voting rights via the internet Please access the voting website designated by the Company (https://soukai.mizuho-tb.co.jp/) with the “voting code” and “password” provided on the enclosed voting card, follow the instructions on the screen and enter your approval or disapproval for each proposal. Deadline: 6:30 p.m., Wednesday, March 25, 2020 Guide to voting via the internet When exercising voting rights via the internet Please have the “voting code” and “password” provided on the voting card ready as they will be required. In regard to exercising voting rights In the case where the voting card is submitted by mail and voting rights are exercised via the internet, votes exercised via the internet will be considered effective. In addition, if you have exercised your voting rights more than once via the internet, only the final voting shall be deemed as effective. Voting website: https://soukai.mizuho-tb.co.jp/ - 5 - Stock Transfer Agency Department, Inquiries regarding operation of the Mizuho Trust & Banking Co., Ltd. website for exercising voting rights Toll free: 0120-768-524 (Hours: 9:00 a.m. – 9:00 p.m. on weekdays) Electronic Voting Platform Trust banks and other nominee shareholders (including standing proxies) who have applied in advance to use the electronic voting platform operated by ICJ, Inc. may use this platform in exercising voting rights. - 6 - Reference Documents for the Ordinary General Meeting of Shareholders Proposal No. 1 Determination of Amounts and Details of Stock Options (Warrants) to Be Paid as Compensation, etc. to Directors (Excluding Outside Directors) 1. Reason for proposal A resolution was passed at the 15th Ordinary General Meeting of Shareholders held on March 31, 2015, to limit the annual total compensation of the Company’s Directors (including outside Directors) to 1 billion yen. The Company has introduced, since its 20th term (from January 1, 2019, to December 31, 2019), a share-based compensation system for the Directors of the Company for the purpose of providing the Directors with an incentive to contribute to continuing enhancement of corporate value and shareholder value over the medium- to long-term.
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