Notice Regarding Succession of Business by Company Split (Simplified Absorption-type Split) and Reorganization of Subsidiaries Through Share Exchange

  Rakuten Group, Inc. (Chairman and CEO: Hiroshi Mikitani, hereinafter “the Company”) resolved at its Board of Directors meeting held today to succeed the business related to the operation of the microtask-based crowdsourcing service “Rakuten Super Mini Job” to Rakuten Insight, Inc. (hereinafter “Rakuten Insight”), a wholly owned subsidiary of the Company, through a company split, with the effective date set for December 1, 2024 (hereinafter “the Company Split”).
  Additionally, the Board of Directors also resolved to execute a share exchange, with Rakuten Insight as the wholly owning parent company and Rakuten Insight Global, Inc. (hereinafter “Rakuten Insight Global”), another wholly owned subsidiary of the Company, as the wholly owned subsidiary, with the same effective date (hereinafter “the Share Exchange”).
  Since the Company Split is a simplified absorption-type split between the Company and the successor company, and the Share Exchange is a simplified share exchange between wholly owned subsidiaries, certain disclosure items and details have been omitted.

Purpose of the Company Split and the Share Exchange

  The Company is undertaking the Company Split and the Share Exchange with the aim of improving management efficiency, accelerating decision-making in the respective business, and strengthening business synergies.

1. Company Split

1) Overview of the Company Split

(1) Schedule of the Company Split

Note: Since the Company Split corresponds to simplified absorption-type split prescribed in Article 784, Paragraph 2 of the Company Act, a shareholder meeting to approve this company split will not be held

(2) Split method
　The Company will be the splitting company, and Rakuten Insight will be the successor company in the form of an absorption-type split (simplified split).

(3) Details of allotments related to the company split
　The Company Split will be carried out without any compensation.

(4) Handling of subscription rights to shares and bonds accompanying the company split
　There is no corresponding matter.

(5) Increase / decrease of capital
　There will be no change in the company’s capital stock.

(6) Rights and obligations to be succeeded
　Rights and obligations such as assets, liabilities and contractual positions accompanying the Company Split which is prescribed in the absorption-type company split contract will be succeeded.

(7) Prospect of fulfillment of obligations
　The Company Split should have no impact on the Company’s ability to fulfill obligations.

 
2) Overview of the Parties Involved in the Company Split (as of December 31, 2023)

Business results of the most recent fiscal year

*Amounts less than one million yen have been rounded to the nearest million.

*Amounts less than one million yen have been rounded down to the nearest million.

 
3) Overview of the Business to be split

(1) Business description
　Operation of a microtask-based crowdsourcing service in which Rakuten members perform "tasks" such as data entry/checking and surveys

(2) Business performance
　Revenue: 102 million yen (January to August 2024)

(3) Assets and liabilities to be split (as of August 31, 2024)

 
4) Post-Company Split details
　Following the Company Split, there will be no changes in the Company’s name, headquarters location, title or name of representative, business description, shareholders’ equity, or fiscal year end of the company.

5) Impact on business results
　The impact of the Company Split on the Company’s consolidated business performance will be negligible.

2. Share Exchange

1 ) Overview of the Share Exchange

(1) Schedule of the Share Exchange

Note: The Share Exchange qualifies as a simplified share exchange for Rakuten Insight as stipulated in Article 796, paragraph 2 of the Company Act, and therefore, will be carried out without the need for a resolution of approval at a general meeting of shareholders.

(2) Method of the Share Exchange
　Rakuten Insight will become the wholly owning parent company and Rakuten Insight Global will become the wholly owned subsidiary in the form of a simplified share exchange.

(3) Details of the allotment of shares to the Share Exchange
　The Share Exchange will be carried out without any compensation.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights accompanying the Share Exchange
　The wholly owned subsidiary in the share exchange has not issued any stock acquisition rights or bonds with stock acquisition rights.

2) Overview of the parties involved in the Share Exchange (as of December 31, 2023)
　For details regarding Rakuten Insight, the wholly owning parent company in the Share Exchange, please refer to “1. 2) Overview of the Parties Involved in the Company Split (as of December 31, 2023)”

Business results of the most recent fiscal year (non-consolidated, J-GAAP)

*Note: This item is not disclosed as it pertains to an unlisted wholly owned subsidiary.
*Note: Amounts less than one million yen have been rounded down to the nearest million.

3) Status after the Share Exchange
　Following the Share Exchange, there will be no changes in the name, headquarters location, title or name of representative, business description, shareholders’ equity, or fiscal year end of Rakuten Insight, the wholly owning parent company.

4) Future outlook
　The impact of this Share Exchange on the Company’s consolidated business performance will be negligible.

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