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Notice of the 23Rd Annual General Shareholders’ Meeting

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Notice of the 23Rd Annual General Shareholders’ Meeting These documents have been translated from part of the Japanese originals for reference purposes only. In the event of any discrepancies between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translations. (Securities Code 4755) March 12, 2020 To Shareholders with Voting Rights: Hiroshi Mikitani Representative Director, Chairman, President & CEO Rakuten, Inc. 1-14-1 Tamagawa Setagaya-ku, Tokyo, Japan NOTICE OF THE 23RD ANNUAL GENERAL SHAREHOLDERS’ MEETING Dear Shareholders, You are cordially invited to attend the 23rd Annual General Shareholders’ Meeting of Rakuten, Inc. (the “Company”). The meeting will be held for the purposes described below. If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Shareholders’ Meeting (described hereinafter) and exercise your voting rights by 6:00 P.M. Japan Standard Time on Thursday, March 26, 2020. 1. Date and Time: Friday, March 27, 2020, at 10:00 A.M. Japan Standard Time 2. Place: Hiten Main Banquet Hall, Grand Prince Hotel Shin Takanawa, 3-13-1 Takanawa, Minato-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 23rd Fiscal Year (January 1, 2019 - December 31, 2019) 2. Results of Audits of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board Proposals to be resolved: Proposal No.1 : Partial Amendments to the Articles of Incorporation Proposal No.2 : Election of Seven Directors Proposal No.3 : Election of Two Audit & Supervisory Board Members Proposal No.4 : Revision of Remuneration for Directors (Grant of Stock Options) Please be aware that no gifts will be provided to shareholders attending the General Shareholders’ Meeting. We appreciate your understanding. Infection prevention measures for the novel coronavirus at the General Shareholders’ Meeting will be posted on the following Rakuten website. https://corp.rakuten.co.jp/investors/stock/meeting.html Contents will be updated as circumstances change. - 1 - Corporate Mission Empowering individuals and society through innovation and entrepreneurship Rakuten Group’s corporate mission is to empower individuals and society through innovation and entrepreneurship. We strive to contribute to the enrichment of society through innovation and empower many to achieve their goals and provide services which deliver a high standard of satisfaction to users, partners, and other stakeholders. Message from CEO In 2019, Rakuten Group faced many challenges and celebrated many achievements. In the internet services business, domestic e-commerce led by Rakuten Ichiba delivered solid double-digit growth in gross merchandise sales. This was achieved by strengthening our logistics infrastructure and our fashion business, by continuously improving our service quality to respond to increasingly diverse consumer needs, and by working to evolve our business model with the aim of sustainable growth together with our partner companies. In the FinTech (financial) business, in addition to growth in the transaction volume of Rakuten Card, the pace of customer acquisition accelerated at Rakuten Bank, Rakuten Securities, Rakuten Life Insurance, and Rakuten General Insurance. In addition, with the support of the Japanese government’s policy to promote cashless payment, our payment businesses--Rakuten Pay, Rakuten Edy and Rakuten Point Card--are driving the growth of the industry both online and offline. In the mobile business, in October 2019, after just 18 months of preparation, we launched our mobile operator service utilizing the world’s first end-to-end fully virtualized cloud-native mobile network, something which was said to be impossible in the telecommunications industry. 2020 will be the year of full-scale service expansion. As we recognize the significant scale of this challenge, we will leverage the full power of Rakuten Group to offer our users innovative mobile services which have never been available before in the market. Internationally, businesses such as Rakuten Viber, Rakuten Viki, and Rakuten Kobo continue to grow. Global recognition of the Rakuten brand is rising rapidly due to initiatives including the transition from Ebates to the Rakuten brand, sponsorship of the Davis Cup, and entry to the professional baseball league in Taiwan, in addition to our partnerships with FC Barcelona and the Golden State Warriors. - 2 - As a result of these efforts, Rakuten Group’s global user base expanded to approximately 1.4 billion and global gross transaction value grew to ¥19 trillion. In 2019, Group revenue showed strong growth, reaching approximately ¥1.3 trillion, up 14.7% year-on-year. However, Non-GAAP operating income was ¥95.1 billion, down 41.0% year-on-year, due to investment in the construction of the logistics business infrastructure and the mobile business. Investment for the future in both businesses is also intended to drive the evolution of the Rakuten Ecosystem. This year, we will continue to strive to increase our corporate value and shareholder value by driving the development of the Rakuten Ecosystem to enable sustainable growth in partnership with all stakeholders, as expressed by our corporate slogan, “Walk Together.” We ask for the ongoing understanding and support of our shareholders in these endeavors. Hiroshi Mikitani Representative Director, Chairman, President and CEO - 3 - Information concerning the exercise of voting rights: For those attending the Shareholders’ Meeting: Please present the Voting Rights Exercise Form, enclosed in the original Japanese version, at the reception desk. You may exercise your voting right by appointing another shareholder to act as your proxy. Please be advised that such proxies are required to submit documentation to prove their proxy rights. Date: Friday, March 27, 2020 at 10:00 A.M. Japan Standard Time For those unable to attend the Shareholders’ Meeting: ■Exercise of voting rights in writing Please indicate your votes for or against each of the proposals on the Voting Rights Exercise Form enclosed in the original Japanese version, and return the form so that it is received by the Company by the following deadline. Deadline for exercise of voting rights: 6:00 P.M. Japan Standard Time on Thursday, March 26, 2020 ■Exercise of voting rights via the internet Please refer to the guide on exercising voting rights via the internet on the next page, and enter your votes for or against each of the proposals by following the instructions on the screen. Deadline for exercise of voting rights: 6:00 P.M. Japan Standard Time on Thursday, March 26, 2020 - 4 - Guide to exercising voting rights by internet Deadline for exercise of voting rights: By 6:00 P.M. Japan Standard Time on Thursday, March 26, 2020 How to access the website using a smartphone Exercise of voting rights by “Smart Voting” (The site is in Japanese only) By using your smartphone to scan the QR Code® you can access the page without having to enter your exercise of voting rights code or password. You can only exercise your voting rights once using this method. STEP 1 Scan the QR Code® Use a smartphone or tablet to scan the QR Code®, which is indicated on the enclosed Voting Rights Exercise Form. STEP 2 Select how you would like to exercise your voting rights Please select a voting method from the website. STEP 3 Choose whether to vote for or against each of the proposals Please indicate your vote for or against each of the proposals by following the instruction on the screen. STEP 4 Please follow the on-screen instructions to complete If you wish to change your vote after voting, you will be required to read the QR Code® again and enter your exercise of voting rights code and password indicated on the Voting Rights Exercise Form. * QR Code® is a registered trademark of DENSO WAVE INCORPORATED. - 5 - How to access the website using a computer, mobile phone, or any other electronic device Exercise voting rights by entering the exercise of voting rights code and password STEP 1 Access the website URL of website for exercise of voting rights https://www.web54.net * The website for exercise of voting rights may also be accessed by scanning the QR Code® on the right using a QR Code mobile phone equipped with barcode reading function. STEP 2 Log in by entering the code for exercising voting rights Your code for exercising voting rights is indicated on the enclosed Voting Rights Exercise Form. STEP 3 Enter your password and click NEXT Your password is indicated on the enclosed Voting Rights Exercise Form. STEP 4 Enter your votes for or against each of the proposals by following the instructions on the screen Regarding the handling of exercise of voting rights (1) If voting rights have been exercised both in writing and via internet, the internet vote will be treated as valid. (2) In cases where voting rights are exercised multiple times via the internet, the last exercise of voting rights shall be treated as valid. (3) The fees charged by providers and communications companies when using the website to exercise voting rights shall be borne by the shareholder. Regarding the handling of exercise of voting rights codes and passwords (1) The code indicated on the Voting Rights Exercise Form is valid for this General Shareholders’ Meeting only. (2) If a password is entered incorrectly more than a certain number of times, it will no longer be available for use. If you wish to request a new password, please follow the instructions on the screen. (3) Your exercise of voting rights code and password are valuable pieces of information used to confirm that the person exercising voting rights is the actual shareholder. Please treat it as you would your personal seal or PIN number.
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