Money Forward : Notice Regarding Subscription to Third-Party Allotment of Shares of Susten Capital Management Inc. to Convert It into an Equity Method Affiliate

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 28, 2022

Company Name: Money Forward, Inc.

Representative: Yosuke Tsuji

Representative Director, President and CEO

(Securities Code: 3994,

Stock Exchange: TSE First Section)

Inquiries: Naoya Kanesaka

Director, Executive Officer and CFO

(TEL: [phone])

Notice Regarding Subscription to Third-Party Allotment of Shares of Susten Capital Management Inc.

to Convert It into an Equity Method Affiliate

Money Forward, Inc. (the "Company") hereby announces that it has decided to subscribe to the third-party allotment of shares (the

"Third-Party Allotment") conducted by Susten Capital Management Inc. ("Susten") and convert it to an equity method affiliate.

1. Reason for the subscription to the Third-party Allotment

Susten (Headquarter: Minato-ku, Tokyo, Representative Director: Dai Okano, Masashi Yamaguchi) provides SUSTEN, which is an automated asset management service with pure performance-linked fee. Users can invest in tailor-made diversified portfolio supported by both latest investment theories and machine learning technologies.

To increase medium to long term shareholder value and corporate value, the Company support users from visualizing financial status to taking actions that leads to improving financial conditions. This is done by offering Money Forward ME, which visualizes personal finance, and other finance-related service. We aspire to expand our service line-up to solve broader financial issues of our users.

We aim to provide further value to our users in the field of asset management and resolve their financial issue by the converting

Susten into an equity method affiliate though the Third-Party Allotment.

Outline of the company to convert into an equity method affiliate (Susten)

(1) Company name	Susten Capital Management Inc.
(2) Location	Tokyo Toranomon Global Square 1-3-1 Toranomon, Minato-ku, Tokyo
(3) Title and name of representative	Representative Director and CEO, Dai Okano Representative Director and CIO, Masashi Yamaguchi
(4) Business	Provision of investment management service SUSTEN
(5) Amount of capital	100,000,000 yen
(6) Date established	July 4, 2019
(7) Major shareholders and shareholding ratio	Dai Okano (29.6%) Masashi Yamaguchi (21.3%) TUSIC Investment L.P. (17.0%)

Money Forward, Inc. (10.0%) Others (22.1%) There are no shareholders who hold 10% or more other than noted above.
(8) Relationship between the Company and Susten	Capital relationship	The Company holds 10.0% of the total number of shares issued by Susten.
Personal relationship	One director of the Company concurrently serves as a director of Susten.
Business relationship	The Company has transactions related to SUSTEN.
(9) Operating results and financial position of Susten over the past 3 years
Fiscal year	Fiscal year ended December 2019	Fiscal year ended December 2020	Fiscal year ended December 2021
Net assets	96,746 thousand yen	284,534 thousand yen	452,653 thousand yen
Total assets	96,994 thousand yen	301,118 thousand yen	521,546 thousand yen
Net income	(9,089) thousand yen	(112,546) thousand yen	(432,080) thousand yen

3.

Number of shares to be acquired, acquisition price, and shareholdings before and after the acquisition

(1) Number of shares held by the Company before the transfer	422,387 shares (Number of voting rights: 422,387) (Percentage of voting rights held: 10.0%)
(2) Number of shares to be acquired by the Company	458,069 shares (Number of voting rights: 458,069)
(3) Acquisition price	650 million yen (Including share acquisition rights)
(4) Number of shares to be held by the Company after the transfer	880,456 shares (Number of voting rights: 880,456) (Percentage of voting rights held: 16.6%) *

* Since a director is appointed from the Company, Susten is an equity method affiliate of the Company.

4.

Schedule

(1) Date of resolution of the Board of Directors	February 17, 2022
(2) Execution date of the share transfer agreement	March 28, 2022
(3) Implementation date of the acquisition of shares	March 31, 2022 (scheduled)

* The Board of Directors resolved on (1) to entrust the Representative Director with the decision of the acquisition of the shares including the preconditions. The Representative Director decided this acquisition on March 28, 2022.

Outlook

This transaction will not have a significant impact to the Company's guidance for consolidated financial results for this fiscal year.

Share of loss (or profit) of entities accounted for using equity method regarding this transaction is expected to be included in the

Company's consolidation results from the 3rd quarter of the fiscal year ending November 30, 2022.