Money Forward : Notice Regarding Issuance of New Shares as Restricted Stock Compensation

Translation

Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.

In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

	March 15, 2022
Company Name:	Money Forward, Inc.
Representative:	Yosuke Tsuji
	Representative Director, President and CEO
	(Securities Code: 3994,
	Stock Exchange: TSE 1st Section)
Inquiries:	Naoya Kanesaka
	Director, Executive Officer and CFO
	(TEL: [phone])

Notice Regarding Issuance of New Shares as Restricted Stock Compensation

Money Forward, Inc. (the "Company") hereby announces that it has decided, by a resolution of its Board of Directors on March 15,

2022, to issue new shares as restricted stock compensation (the "Issuance of New Shares"), as set forth below.

1. Overview of Issuance

(1)	Payment Date	April 8, 2022
(2)	Type and Number of Shares	171,840 shares of the Company's common shares
to be Issued
(3)	Issue Price	¥5,080 per share
(4)	Total Amount of Issue Price	¥872,947,200
		The Company
		9 Directors (including External Directors)	26,775 shares
		11 Executive officers	20,760 shares
(5)	Scheduled Allottees	80 Employees	45,750 shares
		The Company's subsidiaries
		12 Directors	70,095 shares
		25 Employees	8,460 shares
		This share issue is subject to the Securities Registration
(6)	Other	Statement taking effect as stipulated in the Financial Instruments
		and Exchange Act.

2. Purpose and Reason for Issuance

Based on the stock compensation plan resolved at the Company's 8th general meeting of shareholders held on February 20, 2020, and revised at the Company's 10th general meeting of shareholders held on February 21, 2022, the Company has decided, by a resolution of its Board of Directors on March 15, 2022, to issue new shares as restricted stock compensation, for the purpose of enabling directors (including external directors), executive officers and employees of the Company as well as directors and employees of the Company's subsidiaries to further share the benefits and risks of stock price fluctuations with shareholders, and of reinforcing their motivation toward contributing to raising stock price and corporate value.

The Company will allot monetary compensation receivables totaling ¥872,947,200 to the scheduled allottees-namely, 9

directors, 11 executive officers and 80 employees of the Company as well as 12 directors and 25 employees of the Company's subsidiaries (the "Allottees") in exchange for in-kind contribution and allot in total 171,840 shares of its common shares as specific restricted stock to them. The amount of monetary compensation receivables for each Allottee is determined upon comprehensive consideration of various matters, including the degree of contribution by each Allottee to the Company or the Company's subsidiaries (the "Group"). In addition, such monetary compensation receivables shall be paid under the condition that each Allottee enters into a restricted stock allotment agreement (the "Allotment Agreement") with the Company which includes the contents set forth below.

Directors, Executive Officers and Employees of the Company and Directors and Employees of the Company's Subsidiaries

Restricted Stock Compensation Plan	Transfer Restriction Period
Restricted Stock Compensation I	From April 8, 2022 to April 7, 2025
Restricted Stock Compensation II	From April 8, 2022 to April 7, 2026
Restricted Stock Compensation III	From April 8, 2022 to April 7, 2027
＞
Restricted Stock Compensation Plan	Transfer Restriction Period
Restricted Stock Compensation IV	From April 8, 2022 to April 7, 2025

3. Overview of the Allotment Agreement

1. Transfer Restriction Period

Regarding the transfer restriction period prescribed in the table above ("Transfer Restriction Period I" with regards to the transfer restriction period for Restricted Stock Compensation I, "Transfer Restriction Period II" for Restricted Stock Compensation II, "Transfer Restriction Period III" for Restricted Stock Compensation III, and "Transfer Restriction Period IV" for Restricted Stock Compensation IV), the Allottees shall not dispose of the restricted stock allotted to them ("Allotted Shares I" with regards to restricted stock allotted as Restricted Stock Compensation I, "Allotted Shares II" for Restricted Stock Compensation II, "Allotted Shares III" for Restricted Stock Compensation III, and "Allotted Shares IV" for Restricted Stock Compensation IV) by transfer to a third party, establishment of a right of pledge on, assignment by way of security, inter vivos gift, bequest, or any other method (the "Transfer Restrictions").

1. Removal of Transfer Restrictions

The Company shall remove the Transfer Restrictions of all Allotted Shares I to IV held by the Allottees on the respective expiration dates of Transfer Restriction Periods I to IV ("Period Expiration Date I" with regards to the expiration date for Transfer Restriction Period I, "Period Expiration Date II" for Transfer Restriction Period II, "Period Expiration Date III" for Transfer Restriction Period III, and "Period Expiration Date IV" for Transfer Restriction Period IV"), under the condition that the Allottee continues to hold the position of director, executive officer or employee of the Group during Transfer Restriction Periods I to III (if the Allottee is an external director, under the condition that the Allottee was an external director of the Company throughout Transfer Restriction Period IV).

If, however, in the case where an Allottee (excluding external directors) ceases to hold the position of either director, executive officer, or employee of the Group for reasons deemed justifiable by the Company's Board of Directors, the Company shall, at the time of such cessation, remove the Transfer Restrictions of all Allotted Shares I to III that are held by the Allottee and have not been removed at this point of time.

In addition, in the case where an external director who is an Allottee ceases to hold the position of external director of the Company after the closure of the first general meeting of shareholders of the Company held after the allotment of Allotted Shares IV, the Company shall, at the time of such cessation, remove the Transfer Restrictions of all Allotted Shares IV held.

Gratuitous Acquisition of Restricted Stock

In the case where an Allottee (excluding external directors) ceases to hold the position of either director, executive officer or employee of the Group prior to the expiration of Transfer Restriction Periods I to III, the Company shall, at the time of such cessation and as a matter of course, gratuitously acquire Allotted Shares I to III allotted to such Allottee, except in the case where the reason for cessation is deemed justifiable by the Company's Board of Directors.

In addition, in the case where an external director who is an Allottee ceases to hold the position of the Company's external director prior to the closure of the first general meeting of shareholders of the Company held after such allotment, or in the case

where other particular incidents occur, the Company shall, as of the time of such cessation and as a matter of course, gratuitously acquire Allotted Shares IV allotted to such external director.

Furthermore, in the case where the Transfer Restrictions have not been removed for a certain number of the Allotted Shares by the respective expiration dates of Transfer Restriction Periods I to IV, the Company shall, as a matter of course, gratuitously acquire them immediately following such expiration.

1. Provisions Regarding Management of Shares

The Allottees shall complete the opening of an account with SMBC Nikko Securities Inc. to enter and/or record information on the Allotted Shares, following the method designated by the Company, and shall keep and maintain the Allotted Shares in such account until the Transfer Restrictions are removed.

(5) Treatment upon Organizational Restructuring

In the case where, during the Transfer Restriction Period, the Company's general meeting of shareholders (or the Company's Board of Directors, in the case where approval by the Company's general meeting of shareholders is not required for such organizational restructuring, etc.) approves an agenda concerning a merger agreement in which the Company will become the dissolving company, a share exchange agreement or share transfer plan in which the Company will become a wholly owned subsidiary, or any other organizational restructuring, etc., any related Transfer Restrictions shall be removed immediately prior to the business day preceding the effective date of such organizational restructuring, etc. by resolution of the Company's Board of Directors, for the number of Allotted Shares reasonably determined based on the period from the starting date of the Transfer Restriction Period to the approval date of such organizational restructuring, etc.

In such a case, the Company shall, on the business day preceding the effective date of such organizational restructuring, etc., gratuitously acquire as a matter of course all the Allotted Shares of which the Transfer Restrictions have not been removed as of the same date, based on the provision above.

4. Basis of Calculation of the Payment Amount and Details Thereof

In order to eliminate any arbitrariness in price, the issue price for the Issuance of New Shares has been set at ¥5,080, which is the closing price of the Company's common shares on the Tokyo Stock Exchange as of the business day immediately preceding the date of the resolution by the Company's Board of Directors (March 14, 2022). This is the market stock price immediately prior to the date of the resolution by the Company's Board of Directors, and the Company believes it to be a price that is reasonable and not particularly favorable to an Allottee.

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