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July 18, 2019
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Mothers)

Notice of New Share Issue for Restricted Stock Compensation
TOKYO, July 18, 2019 – LIFENET INSURANCE COMPANY (TSE Mothers 7157, President
Ryosuke Mori; URL: https://www.lifenet-seimei.co.jp/; 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 9, 2019(2)

Class and number ofshares issued

Ordinary shares:(3)

Issue price568 yen per share(4)

Total issue amount

41,599,184 yen(5)Directors eligible for73,238 sharesshare allocation, numberof eligible directors, andCompany directors (excluding outside directors), 4,

number of shares to be

73,238 shares

allocated(6)This notice of new share issue was provided in accordance

Otherwith the Financial Instruments and Exchange Act.

2. Purpose and Reason for Issue
At its Board of Directors meeting held on May 13, 2019, the Company decided tointroduce a restricted stock compensation system (hereafter, the “system”) as a new systemfor compensating directors (excluding outside directors, hereafter “eligible directors”). The
purpose of the system 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. At the 13th Annual General Meeting ofShareholders held on June 23, 2019, shareholders also approved the payment of monetarycompensation to eligible directors to pay for the restricted stock granted under this system(hereafter, “restricted stock compensation”), within the existing total amount ofcompensation approved.
An overview of the system is provided below.

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ＤＤ
NEWSRELEASE[Overview of the System]
Eligible directors shall pay in the entire amount of monetary compensation claims paid
to them under this system as a cash investment asset, and will receive ordinary sharesissued or distributed by the Company. The total number of shares issued or distributed toeligible directors under this System shall be 200,000 shares a year or less. The amount tobe paid in per share will be determined by the Board of Directors based on the closing priceof the Company’s ordinary shares on the Tokyo Stock Exchange 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.
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 41,599,184 yen (hereafter, “monetary compensationclaims”) and the number of ordinary shares at 73,238 shares. The Board of Directors has
also set the current restricted transfer period at three years in order to achieve the purpose
for introducing the system over the medium-term, which is to promote greater shared value
with shareholders.
The four eligible directors who 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 9, 2019 to August 8, 2022
2) Conditions for release of transfer restrictions
The transfer restrictions will be released upon expiration of the restricted transfer period
except with provision (3), below, applies to an eligible director during the transferrestriction period.
3) Cancellation during the restricted transfer period
The transfer restriction will be released as follows only when an eligible director resigns
from the position of director (including resignation due to death) during the term of therestricted transfer period, either due to company circumstances or for other reasons

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deemed proper by the Board of Directors.
(1) Timing of release of transfer restrictions
The timing separately determined by the Board of Directors after the eligible
director has resigned(2) Number of shares subject to release of transfer restrictions
The number of allocated shares held at the time of the resignation specified in (1)will be prorated by multiplying the number of shares by the ratio calculated by
dividing the number of months the eligible director occupied the director position
period from the month of the 13th General Meeting of Shareholders to the monthincluding the resignation date by 12 (this ratio shall be counted as 1 when theresulting ratio is greater than 1). (However, if this calculation results in a fractional
share, the fractional share shall be disregarded.)4) Acquisition of shares by the Company for free
Allocated shares on which the transfer restrictions have not been released when thetransfer restriction period expires or when transfer restrictions are released as specified
in (3), above, will naturally be acquired by the Company for free.
5) Share management
In order to ensure that allocated shares are not transferred, pledged as collateral, orotherwise disposed of during the transfer restriction period, the shares 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 heldby each eligible director to ensure effectiveness of transfer restrictions and otheraspects of managing the allocated shares. The eligible directors shall also consent to
the details of management of these accounts.
6) 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 of
Shareholders (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
will be released on a prorated number of the allocated shares held at that time, uponresolution of the Board of Directors, immediately prior to the business day immediatelypreceding the date on which the organizational restructuring or other noted event
becomes effective, even when this occurs during the restricted transfer period. The
allocated shares will be prorated by multiplying the number of allocated shares by afraction consisting of the number of months from the month of the 13th General Meetingof Shareholders to the month including the approval date divided by 12 (this ratio shallbe counted as 1 when the resulting ratio is greater than 1). The number of months in thenumerator shall include the month that includes the date on which approval was grantedby the General Meeting of Shareholders (However, if this calculation results in a
fractional share, the fractional share shall be disregarded). When the above rules areapplied, the Company will naturally acquire all of the allocated shares on which theCopyright© LIFENET INSURANCE COMPANY All rights reserved.

3ＤＤNEWSRELEASEtransfer restrictions have not been released for free, immediately after the transfer
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 14th 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 568 yen, which is the closing
price for the Company’s ordinary shares on the TSE Mothers exchange on July 17, 2019(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.
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, and by doing so, are able to offer highly
cost-competitive products and accept applications from customers at all hours of the day.
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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