WealthNavi : Announcement regarding revision of the restricted share compensation plan

Note: This document is a translation of a part of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.

February 21, 2022

To whom it may concern:

Company Name: WealthNavi Inc.

Representative: Kazuhisa Shibayama, Representative Director and CEO

(Code Number: 7342 Tokyo Stock Exchange Mothers)

Inquiries: Gaku Hirose, Director, CFO (TEL．[phone])

Announcement regarding revision of the restricted share compensation plan

As announced in "Announcement regarding Transition to a Company with an Audit & Supervisory Committee and Candidate Directors" released on February 14, 2022," WealthNavi Inc. (the "Company") decided to shift from "a company with an Audit & Supervisory Board" to "a company with an Audit & Supervisory Committee" upon an approval at the 7th Annual General Meeting of Shareholders of the Company scheduled in March 2022 (the "General Meeting of Shareholders").

In accordance with the decision above, the Company's Board of Directors resolved today to revise the restricted share compensation plan and to resubmit a proposal on the restricted share compensation plan (hereinafter the "Plan") for Directors after shifting to a company with an Audit & Supervisory Committee (excluding Audit & Supervisory Committee Members, hereinafter the "Eligible Directors"). The details are as follows.

1. Purpose of the Plan

The compensation for the Company's Directors is a combination of basic compensation and stock-price-linked compensation. The purpose of the Plan is to improve shareholders' value of the Company by further aligning the interest of the Eligible Directors and that of shareholders.

Please note that as the Company will grant, as compensation, monetary receivables to the Eligible Directors under the Plan, the approval of the compensation amount at the General Meeting of Shareholders is a condition for the Plan to be effective.

2. Overview of the Plan

The Eligible Directors will pay-in all of the monetary receivables granted by the Company under the Plan as property contributed in-kind and receive the Company's common shares to be issued or disposed by the Company in exchange for the in-kind contribution.

The Company is to submit a proposal of total amount of basic compensation for the Eligible Directors of 100 million yen or less per year (including 20 million yen or less for outside directors). In addition to this, the Company is to submit a proposal of total amount of stock-linked-compensation of 50 million yen or less (including 10 million yen or less for outside directors) under the Plan. The total number of the Company's common shares to be issued or disposed under the Plan shall not exceed 30,000 shares per year (including 6,000 shares or less per year for outside directors). Please note that in the event of stock split or a stock consolidation of the Company's common shares, or any other event in which an adjustment of the total number of the Company's common shares is required, the said total number of common shares shall be adjusted to a reasonable extent.

In order to achieve the goal of implementing the Plan to improve shareholders' value of the Company by further aligning the interest of the Eligible Directors and that of shareholders, restriction on share transfer shall commence on the date of issuance of the common shares mentioned above and remain in place until the retirement or resignation of the Eligible Directors from their position as director or other position defined by the Board of Directors. Specific timing and allocation of payment to the Eligible Directors will be resolved by the Board of Directors.

The paid-in amount per common share to be issued or disposed under the Plan shall be determined by the Company's Board of Directors within a range that is not particularly advantageous to the Eligible Directors, based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day prior to the resolution of the Board of Directors concerning the issuance or disposition thereof (or the closing

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Note: This document is a translation of a part of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.

price on the trading day immediately prior thereto if no trading is made on that day).

Upon the issuance or disposal of the Company's common shares under the Plan, the Company and the Eligible Directors shall enter into a restricted share allotment agreement (hereinafter the "Allotment Agreement") that shall include the following provisions.

1. the Eligible Directors shall not transfer, pledge as collateral, or otherwise dispose of the common shares allotted pursuant to the Allotment Agreement for a predetermined period.
2. the Company shall acquire such allotted shares free of charge in certain circumstances.

(Supplementary note)

Upon an approval of a proposal of the Plan at the General Meeting of Shareholders, the Company will allot restricted shares to the Company's employees including the executive officers.

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