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July 17, 2024
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Growth)

Notice of New Share Issue for Restricted Stock Compensation
TOKYO, July 17, 2024 – LIFENET INSURANCE COMPANY (TSE Growth 7157, President
Ryosuke Mori; URL: https://ir.lifenet-seimei.co.jp/en/; hereafter, “the Company”) approved theissuance of new shares (hereafter, “new share issue”) for restricted stock compensation
described below at its Board of Directors meeting today.
1. Summary of Share Issue(1)

Pay-in dateAugust 8, 2024

(2)Class and number ofshares issued

Ordinary shares:38,513 shares(3)

Issue price

1,822 yen per share(4)

Total issue amount

70,170,686 yen(5)Directors and executive
officers eligible for shareallocation, number ofeligible directors andexecutive officers, andnumber of shares to beallocatedCompany directors (excluding directors who are audit andsupervisory committee members and outside directors), 2,
19,867 sharesCompany executive officers (excluding executive officers
who serve concurrently as directors), 7,
18,646 shares

2. Purpose and Reason for Issue
The Company decided to introduce a restricted stock compensation system for directors(hereafter, the “system for directors”) for compensating directors (excluding directors who
are audit and supervisory committee members and outside directors, hereafter “eligibledirectors”). The purpose of the system for directors is to give eligible directors the incentive
to work for continual enhancement of the corporate value of the Company and to promote
greater shared value with shareholders over the medium and long-term. The eligible
directors will receive the payment of monetary compensation for the restricted stock granted
under this system for directors (hereafter, “restricted stock compensation”), within the total
amount of compensation approved at the 15th General Meeting of Shareholders held on
June 20, 2021.
In addition, in June 2024, the Company introduced the same system for its executiveofficers, excluding executive officers who serve concurrently as directors (hereafter,collectively with the eligible directors, the "eligible directors and executive officers"), which
will be called the “system” collectively with the system for directors.

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An overview of the system is provided below.
[Overview of the system]
Eligible directors and executive officers shall pay in the entire amount of monetarycompensation claims paid to them under this system as a cash investment asset, and will
receive ordinary shares issued or distributed by the Company. The total number of sharesissued or distributed to eligible directors and executive officers under this system shall be
200,000 shares a year or less. The amount to be paid in per share will be determined by
the Board of Directors based on the closing price of the Company’s ordinary shares on theTokyo Stock Exchange Growth on the business day immediately preceding the date of theeach Board of Directors resolution (the closing price on the most recent day on which
trading has taken place if there is no trading on that day), and will be an amount that does
not provide the eligible directors and executive officers who receive the ordinary shareswith a particularly advantageous price.
Moreover, issuance or distribution of ordinary shares of the Company under this systemshall be conditioned upon a restricted transfer stock allocation agreement concluded
between the Company and each eligible director and executive officer who will receive
payment of the restricted stock compensation. The agreement shall contain the following
provisions: 1) transfer, pledging as collateral, or any other disposition of allocated shares tothird parties by an eligible director and executive officer is prohibited for the specified time
period, and 2) the Company will acquire the shares for free under certain conditions.
The purpose of this system is to further increase the motivation of each eligible director
and executive officer, while taking business conditions, the scope of responsibilities of eacheligible director and executive officer, and various other circumstances into consideration.
The company has therefore set total monetary compensation claims at 70,170,686 yen(hereafter, “monetary compensation claims”) and the number of ordinary shares at 38,513
shares.
The nine eligible directors and executive officers whom the company will allocate sharesto under the system will pay in the entire amount of monetary compensation claims paid tothem under the new share issue as a cash investment asset, and will receive ordinaryshares issued by the Company (hereafter, “allocated shares”). A summary of the restrictedtransfer stock allocation agreement (hereafter, “Allocation Agreement”) for the new shareissue which the Company will conclude with eligible directors and executive officers isprovided below.

3. Summary of the Allocation Agreement
1) Restricted transfer period
From August 8, 2024 to a day eligible directors and executive officers resign or retire
from any positions of Director, executive officer, or corresponding position, or theposition of employee in the Company or the Company’s subsidiary (However, if the dayof resignation or retirement is before June 30, 2025, the period will be until July 1,2025.)
2) Release of Restriction on Transfer
The Company will release the restriction on transfer once the transfer restriction period
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RELEASEon the allocated shares has expired. However, if the Board of Directors finds thecondition that is not considered to be appropriate in general societal terms, theCompany can postpone the release of the restriction.
3) Share management
In order to ensure that allocated shares are not transferred, pledged as collateral, orotherwise disposed of by each eligible director and executive officer during the transferrestriction period, the shares will be managed by Nomura Securities Co., Ltd. in a
dedicated account opened by each eligible director and executive officer during thetransfer restriction period. The Company has concluded an agreement with Nomura
Securities Co., Ltd. on management of accounts for the allocated shares held by eacheligible director and executive officer to ensure effectiveness of transfer restrictions andother aspects of managing the allocated shares. The eligible directors and executive
officers shall also consent to the details of management of these accounts.
4) Handling in organizational restructurings and similar circumstances
In the event that a merger agreement that renders the Company a defunct company, ashare exchange agreement making the company a wholly owned subsidiary, a sharetransfer plan, or other organizational restructuring approved at the General Meeting ofShareholders (however, this shall be the Board of Directors for such organizational
restructuring or other events that do not require the approval of the General Meeting ofShareholders) occurs during the transfer restriction period, the restrictions on transfer
may be released on a reasonably prorated number of shares allocated in advance,based on the time period from the date on which the transfer restriction period began tothe date on which the organizational restructuring or other event occurred, whenapproved by the Board of Directors of the Company notwithstanding 1) above. Whenthe above rules are applied, the Company will naturally acquire the allocated shares on
which the transfer restrictions have not been released for free, immediately after thetransfer restrictions have been released.

4. Grounds for calculating the amount to be paid in and the specific supporting reasons
The issue of new shares to the eligible directors and executive officers will be madeusing the monetary compensation claims paid to the eligible directors and executive
officers under the system as the contribution asset.To ensure that the issue price isreasonable, it shall be set at 1,822 yen, which is the closing price for the Company’s
ordinary shares on the TSE Growth on July 16, 2024 (the business day immediately
preceding the date of the Board of Directors meeting). This is the market price for theshares immediately prior to the date of the Board of Directors meeting, and we have judged
it to be reasonable and a price level that will not confer any particular advantage to theeligible directors and executive officers.

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About LIFENET URL： https://ir.lifenet-seimei.co.jp/en/
LIFENET INSURANCE COMPANY has developed the LIFENET Manifesto that embodies ourmission of “Help our customers embrace life more fully by offering comprehensible, costcompetitive and convenient products and services.” We have consistently delivered customeroriented products and services since our business commencement. As the leading online lifeinsurer, we aim to realize “a society where next generation can be nurtured with confidence inthe future.”Contact:
Investor Relations, Corporate Planning Department
Tel: +81-3-5216-7900
e-mail: ir@lifenet-seimei.co.jp
Disclaimer: This is a summarized translation/version of the original Japanese document, prepared and provided
solely for readers' convenience. In case of any discrepancy or dispute, the Japanese document prevails.

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