NEWS RELEASE
August 30, 2023
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Growth)

Notice of Issuance of New Shares by way of Public Offeringand Third-Party Allotment and Secondary Offering of Shares
TOKYO, August 30, 2023 – LIFENET INSURANCE COMPANY (TSE Growth 7157, President
Ryosuke Mori; URL: https://ir.lifenet-seimei.co.jp/en/; hereafter, the “Company”) announces thatthe Board of Directors resolved on August 30, 2023 to issue new shares by way of public offeringand third-party allotment and secondary offering of shares of the Company, for the purpose ofrealising the growth aimed for by the Company in the future.
1. Issuance of New Shares by way of Public Offering (public offering)(1)

Class and Number of

3,902,900 shares of common stock of the Company

Shares to be Offered(2)

Method of

The amount to be paid will be determined on a date falling in

Determination of thethe period from September 6, 2023 (Wednesday) to

Amount to be Paid

September 11, 2023 (Monday) (the “Pricing Date”) in
accordance with the method set forth in Article 25 of theRegulations Concerning Underwriting, etc. of Securities
provided by the Japan Securities Dealers Association(“JSDA”).

(3)

Method of Offering

The offering will be a public offering. All of the new sharesshall be purchased for sale by the underwriting syndicate ledby an underwriter designated as lead manager (the“Underwriters”).
The issue price of the public offering (offer price) will bedetermined based on the provisional range calculated bymultiplying the closing price of regular trading of the common
stock of the Company on the Tokyo Stock Exchange on thePricing Date (or, if no closing price is quoted on that date, theclosing price of the immediately preceding date) by 0.90 –1.00 (with any fraction less than one yen being roundeddown), in accordance with Article 25 of the Regulations
Concerning Underwriting, etc. of Securities provided byJSDA, taking into account market demand and otherconditions.
A portion of the publicly offered new shares may be sold toNote: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved1

NEWS RELEASE
overseas investors in overseas markets, mainly in Europe
and Asia (excluding the United States and Canada).
(4)

Payment Date

The payment date is expected to be a day between
September 14, 2023 (Thursday) and September 15, 2023(Friday), provided, however, the payment date shall be
September 14, 2023 (Thursday) if the Pricing Date is in theperiod from September 6, 2023 (Wednesday) to September
8, 2023 (Friday), and the payment date shall be September
15, 2023 (Friday) if the Pricing Date is September 11, 2023(Monday).

(5)

Subscription Unit

100 shares(6)

The amount to be paid, the amount of increase in capital stock and capital reserve,
the issue price (offer price) and any other matters necessary for the issuance of newshares by way of public offering shall be determined at the discretion of Ryosuke Mori,
President and Representative Director.

(7)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

2. Issuance of New Shares by way of Third-Party Allotment that Sets au Financial Holdings
Corporation and Sumitomo Mitsui Card Company, Limited as Allottees(1)

Class and Number of

5,940,100 shares of common stock of the Company

Shares to be Offered
(2)

(3)

Method of

The amount to be paid will be determined on the Pricing

Determination of theDate. Such amount to be paid shall be the same as the issue

Amount to be Paidprice (offer price) with respect to the public offering.

Allottees

au Financial Holdings Corporation

1,926,100 shares

Sumitomo Mitsui Card Company, Limited 4,014,000 shares(4)

Payment Date

The payment date shall be the same as the public offering.

(5)

The amount to be paid, the amount of increase in capital stock and capital reserve
and any other matters necessary for the issuance of new shares by way of third-party
allotment that sets au Financial Holdings Corporation and Sumitomo Mitsui Card
Company, Limited as allottees shall be determined at the discretion of Ryosuke Mori,
President and Representative Director.

(6)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

3. Secondary Offering of Shares by way of Purchase and Underwriting by the Underwriters(1)

Class and Number of477,500 shares of common stock of the Company

Shares to be Sold
(2)

Seller

Nomura Securities Co., Ltd.

Note: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved2NEWS RELEASE(3)

Selling Price

The selling price shall be determined based on theprovisional range calculated by multiplying the closing pricein regular trading of share of common stock of the Company
on the Tokyo Stock Exchange on the Pricing Date (or, if noclosing price is quoted, the closing price of the immediately
preceding that date) by 0.90 – 1.00 (with any fraction lessthan one yen to be rounded down), in accordance with Article
25 of the Rules Concerning Underwriting etc. of Securities
provided by JSDA, taking into account market demand andother conditions. Such selling price shall be the same as theissue price in the public offering (offer price).

(4)

Method of Secondary

The offering will be a secondary offering. All the selling

Offering

shares shall be purchased for sale by the underwriters.
The aggregate amount of the difference between the selling
price and the amount to be paid to the seller by theunderwriters (which shall be the same as the payment
amount in the public offering) shall be retained by theunderwriters.

(5)

Delivery Date

The delivery date is the business day immediately following
the payment date in the public offering.

(6)

Subscription Unit

100 shares(7)

In the secondary offering, Nomura Securities Co., Ltd. will sell 477,500 shares ofcommon stock of the Company that are acquired from a shareholder Dentsu GroupInc.

(8)

The selling price and any other matters necessary for the secondary offering shall be
determined at the discretion of Ryosuke Mori, President and Representative Director.

(9)Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

4. Secondary Offering of Shares by way of Overallotment (see “<Reference>” below)(1)

Class and Number of

657,000 shares of common stock of the Company

Shares to be Sold

The number of shares above is the maximum number ofshares to be sold, and may decrease, or the Secondaryoffering by way of overallotment itself may be cancelled,depending on market demand and other conditions. The
number of shares to be sold shall be determined on thePricing date after consideration of the market demand.

(2)

Seller

The lead manager(3)

Selling Price

Undetermined (the selling price shall be determined on thePricing date; provided, however, such selling price shall beNote: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved

3NEWS RELEASE
the same as the issue price (offer price) in the secondaryoffering of shares by way of purchase and underwriting bythe underwriters)(4)

Method of Secondary

After consideration of the market demand for the public

Offering

offering and the secondary offering by way of purchase andunderwriting by the underwriters, the lead manager will offer
the shares of common stock of the Company, which areborrowed from shareholders of the Company (the maximum
number being 657,000 shares).

(5)

Delivery Date

The delivery date shall be the same as that of the secondaryoffering of shares by way of purchase and underwriting by
the underwriters(6)

Subscription Unit

100 shares(7)

The selling price and any other matters necessary for the secondary offering shall be
determined at the discretion of Ryosuke Mori, President and Representative Director.

(8)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

5. Issuance of New Shares by way of Third-Party Allotment that Sets the Lead Manager as anAllottee (see “<Reference>” below)(1)

Class and Number of

657,000 shares of common stock of the Company

Shares to be Offered(2)

Method of

The amount to be paid will be determined on the Pricing

Determination of theDate. The amount to be paid shall be the same as theAmount to be Paidamount to be paid for the public offering.

(3)

Allottee

The lead manager(4)

Payment Date

September 27, 2023 (Wednesday)(5)

Shares not subscribed within the subscription period shall not be issued.

(6)

The amount to be paid, the amount of increase in capital stock and capital reserve
and any other matters necessary for the issuance of new shares by way of third-party
allotment that sets the lead manager as an allottee shall be determined at thediscretion of Ryosuke Mori, President and Representative Director.

(7)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

Note: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved

4NEWS RELEASE<Reference>
Secondary offering by way of overallotment
The secondary offering by way of overallotment described in “4. Secondary Offering of Sharesby way of Overallotment” is a secondary offering to be conducted after considering market
demand upon making the issuance of new shares described in “1. Issuance of New Shares byway of Public Offering (public offering)” and secondary offering by way of purchase andunderwriting by the underwriters descried in “3. Secondary Offering of Shares by way of Purchaseand Underwriting by the Underwriters” with a maximum of 657,000 shares of common stock of
the Company that the lead manager of the public offering and the Secondary offering, will borrowfrom shareholders of the Company. The number of shares to be sold in the Secondary offering by
way of overallotment is expected to be 657,000 shares, which is the maximum number of sharesthat can be sold; however, depending on market demand, such number may be decreased or theSecondary offering by way of overallotment itself may be cancelled.
In relation to the Secondary offering by way of overallotment, in order to have the lead manager
acquire the shares to return to shareholders borrowed from shareholders (the “ Borrowedshares”), the Company has decided to conduct a third-party allotment of 657,000 shares ofcommon stock in the Company to the lead manager through third-party allotment that sets thelead manager as an allottee with payment date on September 27, 2023 (Wednesday), by decisionof the Board of Directors meetings held on August 30, 2023.
Furthermore, the lead manager may also purchase shares of common stock of the Company
on the Tokyo Stock Exchange in a quantity of up to the number of shares to be sold in theSecondary offering by way of overallotment for the purpose of returning the Borrowed shares(such transactions, the “Syndicate cover transactions”), during the period beginning on the day
immediately following the last day of the subscription period for the public offering, the secondaryoffering by way of purchase and underwriting by the underwriters and the Secondary offering byway of overallotment and ending on September 22, 2023 (Friday) (the “Syndicate covertransaction period”). All shares of common stock of the Company purchased by the lead manager
through syndicate cover transaction will be used to return the Borrowed shares. It should be noted
that, during the syndicate cover transaction period, the lead manager may decide not to conduct
any syndicate cover transactions or may terminate any syndicate cover transactions before thenumber of shares purchased reaches the number of shares to be sold in the Secondary offering
by way of overallotment.
Also, the lead manager may conduct market stabilization transactions associated with both thepublic offering and, the Secondary offering by way of purchase and underwriting by theunderwriters and the Secondary offering by way of overallotment, and may use all or part of theNote: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved

5NEWS RELEASE
shares of common stock of the Company purchased through the stabilization transactions toreturn the Borrowed shares.
The lead manager plans to acquire the number of shares from the Company after subtracting
the number of shares to be used to return the Borrowed shares acquired from stabilization andsyndication cover transactions from the number of shares in the secondary offering by way ofoverallotment, in response to the allotment through the third-party allotment. Therefore,
subscription may not be made for all or part of the number of shares to be issued in the third-party
allotment, and as a result the number of shares to be issued may be decreased to the limit, or theshares may not be issued at all.
If the lead manager accepts the allotment through the third-party allotment, the lead manager
will make payment for the number of shares to acquire, using the funds from the secondaryoffering by way of overallotment.

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.

Note: This press release has been prepared for the purpose of announcing to the public certain matters relating to theissuance of new shares and third-party allotment and secondary offering of shares of the Company, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. Investors bearfull responsibility for their investment decisions and should review the prospectus, including any amendments
thereto, prepared by the Company in relation to the investment in shares in the Company. In addition, this press
release does not constitute an offer or sale of securities in the United States. The securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended. The securities referred to above will not be publicly offered or sold in the United States.
It is prohibited to distribute this press release in the United States.
Copyright© LIFENET INSURANCE COMPANY All rights reserved6