ＤＤNEWSRELEASE

May 13, 2019
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Mothers)

Notice of Introduction of a Restricted Stock Compensation System
TOKYO, May 13, 2019 – LIFENET INSURANCE COMPANY (TSE Mothers 7157, President
Ryosuke Mori, URL: https://www.lifenet-seimei.co.jp/en/) has decided to revise its officer
compensation system and introduce a restricted stock compensation system (hereafter, “theSystem”) at its Board of Directors meeting held today, May 13. We hereby provide notice that thefollowing proposal on the System will be proposed at the 13th Annual General Meeting ofShareholders (hereafter, “the General Meeting of Shareholders”) scheduled on June 23, 2019.
1．Purpose of Introducing the System(1) Purpose of Introducing the System
The purpose of the System is to give directors (excluding outside directors,
hereafter “eligible directors”) the incentive to work for continual enhancement of thecorporate value of Lifenet (hereafter “the Company”) and to promote greater sharedvalue with shareholders.
(2) Conditions for Introducing the System

This System will pay compensation to eligible directors in the form of monetaryclaims to pay for the restricted stock granted. It is therefore conditioned upon
approval of the payment of such compensation by all shareholders at the General
Meeting of Shareholders.
The total amount of Company director compensation was approved at 180
million yen a year (not including employee wages when a director servesconcurrently as an employee) at the 12th Annual General Meeting of Shareholders
held on June 24, 2018. We will ask all shareholders to approve the totalcompensation to be paid to eligible directors established for this System, within thescope of the total compensation amount noted above, at this year’s General
Meeting of Shareholders. The Board of Directors shall determine the specific timing
and allocation of restricted stocks to each eligible director following deliberation at
the discretionary Nomination & Compensation Committee.
2．Overview of the System

Eligible directors shall pay in the entire amount of monetary compensation claims
paid to them under this proposal as a cash investment asset, and will receive ordinary
shares issued or distributed by the Company.
The total number of shares issued or distributed under this System shall be 200,000
shares a year or less (However, the total number of restricted shares issued orCopyright© LIFENET INSURANCE COMPANY All rights reserved.

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distributed may be adjusted within a reasonable scope when the need for adjustment
arises due to a share-split of the Company’s ordinary shares—including gratis issues ofCompany ordinary shares—or a reverse stock split that is effected on or after the date on
which the General Meeting of Shareholders resolution is approved. In such cases, theadjustment in the total number of shares will be made according to the share split orreverse share split ratio). The Board of Directors will determine the amount to be paid inper share. This amount will be based on the closing price of the Company’s ordinary
shares on the Tokyo Stock Exchange on the business day immediately preceding thedate of the each 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 amountthat does not provide the eligible directors who receive the ordinary shares with aparticularly advantageous price.
Moreover, issuance or distribution of ordinary shares of the Company (hereafter, “theshares”) under this System shall be conditioned upon a restricted transfer stock
allocation agreement concluded between the Company and each eligible director whointends to receive payment of the restricted stock compensation. The agreement shallcontain the following provisions: 1) transfer, pledging as collateral, or any otherdisposition of the shares to third parties is prohibited for the specified time period(hereafter, “transfer restriction period), and 2) the Company will acquire the shares forfree under certain conditions. In order to ensure that the shares are not transferred,pledged as collateral, or otherwise disposed of during the transfer restriction period, theCompany intends to have the shares managed by Nomura Securities Co., Ltd. in a
dedicated account opened by each eligible director.

[Diagram of Director Compensation System Revision]*

The introduction of this restricted stock compensation system will not increase theamount of total director compensation. The Company Board of Directors will determine
Copyright© LIFENET INSURANCE COMPANY All rights reserved.

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the ratio of base compensation (fixed salary) to stock compensation of the eligible
directors following deliberation at the discretionary Nomination & Compensation
Committee; however, it shall be generally based on a ratio of 7:3.

About LIFENET URL： https://ir.lifenet-seimei.co.jp/en/
Remember 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 andservices directly to customers over the Internet, and by doing so, are able to offer highly costcompetitive products and accept applications from customers at all hours of the day.
Contact:
Investor Relations, Corporate Planning DepartmentTel:+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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