ＤＤNEWSRELEASE

July 14, 2023
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Growth)

Notice of New Share Issue for Restricted Stock Compensation
TOKYO, July 14, 2023 – 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, 2023

(2)

Class and number ofshares issued

Ordinary shares:

43,408 shares(3)

Issue price

1,009 yen per share(4)

Total issue amount

43,798,672 yen(5)

Directors eligible forshare allocation, numberCompany directors (excluding directors who are audit andof eligible directors, andsupervisory committee members and outside directors), 4,

number of shares to be

43,408 shares

allocated
(6)

Other

This notice of new share issue was provided in accordancewith the Financial Instruments and Exchange Act.

2. Purpose and Reason for Issue
The Company decided to introduce a restricted stock compensation system (hereafter,the “system”) for compensating directors (excluding directors who are audit and supervisorycommittee members and outside directors, hereafter “eligible directors”). The purpose of thesystem is to give eligible directors the incentive to work for continual enhancement of thecorporate 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 monetarycompensation for the restricted stock granted under this system (hereafter, “restricted stockcompensation”), within the total amount of compensation approved at the 15th General
Meeting of Shareholders held on June 20, 2021.
An overview of the system is provided below.

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ＤＤNEWSRELEASE[Overview of the System]
Eligible directors shall pay in the entire amount of monetary compensation claims paid tothem under this system as a cash investment asset, and will receive ordinary shares issued
or distributed by the Company. The total number of shares issued or distributed to eligible
directors under this System shall be 200,000 shares a year or less. The amount to be paidin per share will be determined by the Board of Directors based on the closing price of theCompany’s ordinary shares on the Tokyo Stock Exchange Growth on the business day
immediately preceding the date of the each Board of Directors resolution (the closing priceon 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 who receive the ordinary
shares with 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 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 to third parties by aneligible director is prohibited for the specified time period, and 2) the Company will acquire
the shares for free under certain conditions.
In addition, a transfer restriction period on restricted stock compensation was changed
from “the period determined in advance by the Board of Directors, which shall be between
three years to five years” to “the period until eligible directors resign or retire from any
positions of Director, executive officer, or corresponding position, or the position ofemployee in the Company or the Company’s subsidiary” at the 16th Annual General
Meeting of Shareholders held on June 26, 2022.
The purpose of this system is to further increase the motivation of each eligible director,
while taking business conditions, the scope of responsibilities of each eligible director, andvarious other circumstances into consideration. The company has therefore set totalmonetary compensation claims at 43,798,672 yen (hereafter, “monetary compensationclaims”) and the number of ordinary shares at 43,408 shares.
The four eligible directors whom the company will allocate shares to under the system will
pay in the entire amount of monetary compensation claims paid to them under the newshare issue as a cash investment asset, and will receive ordinary shares issued by theCompany (hereafter, “allocated shares”). A summary of the restricted transfer stock
allocation agreement (hereafter, “Allocation Agreement”) for the new share issue which theCompany will conclude with eligible directors is provided below.

3. Summary of the Allocation Agreement
1) Restricted transfer period
From August 8, 2023 to a day eligible directors resign or retire from any positions ofDirector, executive officer, or corresponding position, or the position of employee in theCompany or the Company’s subsidiary2) Release of Restriction on Transfer
The Company will release the restriction on transfer once the transfer restriction period

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2ＤＤNEWSRELEASEon the allocated shares has expired, on the condition that the eligible director hascontinued to serve as any positions of Director, executive officer, or corresponding
position, or the position of employee in the Company or the Company’s subsidiaryduring the transfer restriction period. However, if the Board of Directors determines that
an eligible director's resignation is not considered to be appropriate in general societal
terms, the Company may 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 during the transfer restriction period, theshares will be managed by Nomura Securities Co., Ltd. in a dedicated account opened
by each eligible director during the transfer restriction period. The Company has
concluded an agreement with Nomura Securities Co., Ltd. on management of accounts
for the allocated shares held by each eligible director to ensure effectiveness of transfer
restrictions and other aspects of managing the allocated shares. The eligible directors
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 new shares issued under this system will be paid as restricted stock compensation
for the 18th fiscal period. The payment to each intended eligible director will be paid in theform of monetary compensation claim as cash for investment in the allocated shares. To
ensure that the issue price is reasonable, it shall be set at 1,009 yen, which is the closing
price for the Company’s ordinary shares on the TSE Growth exchange on July 13, 2023
(the business day immediately preceding the date of the Board of Directors meeting). Thisis the market price for the shares 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 the eligible directors.

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About LIFENET URL： https://ir.lifenet-seimei.co.jp/en/
Remembering the original purpose of life insurance - mutual support - LIFENET INSURANCECOMPANY was founded with the goal of offering simple, convenient and competitively priced
products and services based on the highest levels of business integrity. We sell these products
and services directly to customers over the Internet. We aim to be the leading company driving
the growth of the online life insurance market.
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.

Copyright© LIFENET INSURANCE COMPANY All rights reserved.

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