Mercari : Notice Regarding Issuance of New Shares as Restricted Stock Units (RSU) Award Plan

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

	July 1, 2022
To whom it may concern:
Company Name:	Mercari, Inc.
Representative:	Shintaro Yamada, Chief Executive Officer
	Code: 4385; TSE Prime
Enquiries:	Sayaka Eda, Vice President of Corporate, Chief Financial Officer
	Phone: [phone]

Notice Regarding Issuance of New Shares as Restricted Stock Units (RSU) Award Plan

Mercari, Inc. (the "Company") announces that, at the meeting of the board of directors held today, it resolved to issue new shares (the "Issuance of New Shares") as Restricted Stock Units (RSU) Award Plan as follows.

1. Outline of Issuance

(1)	Payment date	August 15, 2022
(2)	Type and number of shares to be issued	54,140 shares of the Common Stock of the Company
(3)	Issue price	1,950 yen per share
(4)	Aggregate issue price	105,573,000 yen
(5)	Persons eligible for allotment, the	200 employees of the subsidiary of the Company
	number thereof, and the number of	54,140 shares
	shares to be allotted
(6)	Others	As the Issuance of New Shares is an offering of shares overseas
		for employees of the subsidiary of the Company in the United
		States of America, the Company submits an Extraordinary
		Report based on the Financial Instruments and Exchange Act.

2. Purpose and Reason for the Issuance

At the meeting of the board of directors of the Company held on December 18, 2018, it had reconsidered its incentive compensation plans for domestic and foreign (a) employees of the Company and (b) executives, directors and employees of its subsidiaries (collectively, the "Employee(s)") and resolved to adopt Restricted Stock Units ("RSU") Award Plan for the Employees (the "Plan"). The contents of the Plan are described in below.

Subject to RSU granted by the subsidiaries of the Company under the Plan on the day listed in the following table (the "Relevant RSU"), the Issuance of New Shares will be made in accordance with the resolution of the board of directors held today.

The Relevant RSU is the right to receive from the Company the number of shares of its Common Stock ("Shares") predetermined by it on, among others, the conditions that such Employees belong to the Mercari Group during the period described in the following table (the "Relevant Calculation Period") and work until the prescribed date thereafter. The Relevant RSU also sets out (i) the restrictions on the transfer or other disposition of such rights from the grant date to the payment date and (ii) the forfeiture of such rights due to resignation, non-compliance or other reasons.

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	Grant Date of the Relevant RSU	Relevant Calculation Period
(a)	October 15, 2019	From October 15, 2019 to August 15, 2022
(b)	January 21, 2020	From January 21, 2020 to August 15, 2022
(c)	April 27, 2020	From April 27, 2020 to August 15, 2022
(d)	August 15, 2020	From August 15, 2020 to August 15, 2022
(e)	November 15, 2020	From November 15, 2020 to August 15, 2022
(f)	February 15, 2021	From February 15, 2021 to August 15, 2022
(g)	May 15, 2021	From May 15, 2021 to August 15, 2022
(h)	August 15, 2021	From August 15, 2021 to August 15, 2022
(i)	November 15, 2021	From November 15, 2021 to August 15, 2022
(j)	May 15, 2022	From May 15, 2022 to August 15, 2022

The Issuance of New Shares is made to 200 Employees of the subsidiary of the Company in the United States of America who meet the vesting conditions in accordance with the Relevant RSU as of today (the "Relevant Employees"), and the Company will deliver the Shares in return for contribution in kind of the monetary claims given to the Relevant Employees. For the avoidance of doubt, there is no restriction on transfer or any other encumbrance on the Shares delivered by the Issuance of New Shares.

(1) The Participants in the Plan

The participants in the Plan (the "Participants") are the Employees specified by the Company.

(2) The Outline of the Plan

RSU granted in accordance with the Plan is a stock unit award that the Company gives a Participant the number of Shares specified for such Participant by the Company in advance (the "Number") on, among others, the condition that such Participant belongs to Mercari Group during each half period, quarter period or any other period specified by the Company (the "Calculation Period"). If the total number of the issued shares in the Company increases or decreases by consolidation or split of shares (including but not limited to the Allotment of Shares without Contribution for in Article 185 of the Companies Act; the same shall apply to references to split of shares hereinafter), the Number shall be adjusted accordingly by multiplying the rate of consolidation or split of shares.

(3) Maximum Number of Shares to be Given in accordance with the Plan

The maximum number of Shares to be given to the Participants per one (1) fiscal year in accordance with the Plan shall be the number less than one (1) percent of the total number of issued shares in the Company as of the beginning of such fiscal year. If the total number of the issued shares in the Company increases or decreases by consolidation or split of shares, such maximum number shall be adjusted accordingly by multiplying the rate of consolidation or split of shares.

(4) Method and Schedule to Deliver Shares

The Company shall, upon its resolution by the board of directors within two (2) months following the end of the Calculation Period or at the time separately specified by the Company, deliver the Number of Shares by means of issuance of new Shares or disposition of treasury Shares in return for contribution in kind of all of the monetary claims given to the Participants.

The subscription price per share for such issuance or disposition shall be determined by the board of directors based on the closing price of the Shares at Tokyo Stock Exchange on the preceding business day to the day of such resolutions (if no closing price is quoted, the closing price of the immediately preceding trading date to such business day), such that it is not particularly favorable to the Participants.

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(5) Restructuring Transactions or Other Events

If (i) a merger agreement in which the Company is disappearing company, a share exchange agreement or share transfer plan through which the Company becomes a wholly-owned subsidiary or any other restructuring transactions are approved at the shareholders meeting of the Company or (ii) other events specified by the Company occur, the Company may give the Shares, monies, shares in another company or other compensations reasonably determined by the Company.

3. Basis for Calculation of the Amount to Be Paid and Description of Details

The Issuance of New Shares will be made in return for contribution in kind of the monetary claims that are given to the Relevant Employees under the Plan. The issue price has been set at 1,950 yen, which is the closing price of the Shares at Tokyo Stock Exchange on June 30, 2022 (the preceding business day to the day of the resolution of the board of directors), in order to exclude arbitrariness. This is the market stock price immediately prior to the day of such resolution and a reasonable price that properly reflects the Company's corporate value and is not considered to be particularly favorable to the Relevant Employees.

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