WealthNavi : Notice of Partial Amendment to the Articles of Incorporation

Note: This document is a translation 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.

Febraury 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])

Notice of Partial Amendment to the Articles of Incorporation

WealthNavi Inc. (the "Company") hereby announces that, its Board of Directors resolved today to propose a partial amendment to theArticles of Incorporation at the 7th Annual General Meeting of Shareholders of the Company (the "General Meeting of Shareholders") to be held in March 2022, details of which are as follows. At the meeting of the Board of Directors held on February 14, 2022, the Company decided the plan of transition to a company with an Audit & Supervisory Committee subject to the approval at the General Meeting of Shareholders, and this partial amendment to the Articles of Incorporation includes a partial amendment to the Articles of Incorporation regarding the transition to a company with an Audit & Supervisory Committee. For details of the transition to a company with an Audit & Supervisory Committee, please refer to "Announcement regarding Transition to a Company with an Audit & Supervisory Committee and Candidate Directors" dated February 14, 2022.

1. Reasons for the Amendment

(1) Adding Business Purposes

In order to allow for future business development and diversification, business purposes shall be added and the current description shall be revised.

(2) Transition to a Company with an Audit & Supervisory Committee

In order to further enhance the Company's corporate governance with reinforced supervisory functions of the Board of Directors by having each Audit & Supervisory Committee Member to exercise his/her voting right at the Board of Directors, the Company intends to make a transition from a company with a Audit & Supervisory Board to a company with an Audit & Supervisory Committee. For this purpose, the Company shall newly add provisions regarding Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and delete provisions regarding Corporate Auditors and the Audit & Supervisory Board, and make other revisions necessary for transition to a company with an Audit & Supervisory Committee.

(3) Holding of a General Meeting of Shareholders without a Fixed Place

With the legalization of holding general meetings of shareholders without a fixed place (so-calledvirtual-only general meeting of shareholders) by listed companies as a result of enforcement of the "Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts" dated June 16, 2021, Article 13, Paragraph 2 of the Articles of Incorporation shall be added for the purpose of improving varieties of method of holding a general meeting of

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Note: This document is a translation 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.

shareholders.

In accordance with the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts, the effectiveness of the amendment to Article 13 of the Articles of Incorporation shall be subject to, in addition to the resolution of the General Meeting of Shareholders, confirmation by the Minister of Economy, Trade and Industry and the Minister of Justice pursuant to the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice, to the effect that a general meeting of shareholders without a fixed place falls under the requirements provided for by the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice as a case where it contributes to enhancing industrial competitiveness while giving consideration to securing the interests of the shareholders.

1. Measures for Electronic Provision of Information that is the Content of Reference Documents for a General Meeting of Shareholders
   The amended provisions set forth in the proviso of Article 1 of the Supplementary Provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will come into effect on September 1, 2022. Accordingly, a provision to the effect that the Company shall take measures for electronic provision of information that is the content of reference documents for a general meeting of shareholders and a provision to limit the scope of matters to be stated in the documents to be delivered to the shareholders who made the request for delivery of document shall be newly added, and the provision regarding Internet disclosure and deemed provision of the reference documents for a general meeting of shareholders shall be deleted, and supplementary provisions regarding the effective date, etc. shall be added.
   2. Details of the Amendment

The details of the amendment are described in the exhibit.

3. Schedule

Date of general meeting of shareholders for the amendment to the Articles of Incorporation: March 24, 2022 (scheduled)

Effective date of the amendment to the Articles of Incorporation: March 24, 2022 (scheduled)

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Note: This document is a translation 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.

(Exhibit)

		(Underlines indicate changes)
Current		Proposed Amendments
Chapter 1 General		Chapter 1 General
Article 1	Article 1
(Purpose)	(Purpose)
Article 2 The purpose of the Company shall be to engage in	Article 2 The purpose of the Company shall be to engage in
the following businesses.	the following businesses.
(1)-(9)	(1)-(9)
(10) Fund transfer business	(10)	Services pertaining to issuance, sales and
		management of prepaid payment instruments
		andfund transfer business
	(11) Mediation or introduction of other business
		operators
	(12)	Services pertaining to money lending business
		or any other money loan or money brokerage
		business
	(13)	Non-life insurance agency business and
		business related to solicitation of life
		insurance
	(14) Bank agency services
	(15)	Electronic payment services
	(16)	Financial service brokerage services in the
		banking, lending and insurance sectors
	(17) Provision of payment services in e-commerce
		and other transactions
	(18)	Credit card business and agency business for
		solicitation of credit card members
	(19) Application acceptance and management and
		administration services of defined
		contribution pension
	(20) Trust agreement agency services as defined in
		the Trust Business Act
	(21)	Business pertaining to intermediary service for
		conclusion of a contract concerning execution
		of a will or liquidation of an estate
	(22)	Financial planning services and brokerage and
		mediation thereof
	(23)	Life planning services and brokerage and
		mediation thereof
	(24) Telecommunications business
(11)Any business incidental or related to the	(25)Any business incidental or related to the
preceding Items		preceding Items

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Note: This document is a translation 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.

	Current		Proposed Amendments
Article 3		Article 3
(Bodies)		(Bodies)
Article 4 The Company shall have the following organs in	Article 4 The Company shall have the following organs in
	addition to the general meeting of shareholders		addition to the general meeting of shareholders
	and Directors.		and Directors.
(1) Board of Directors	(1) Board of Directors
(2) Corporate Auditors	(2) Audit & Supervisory Committee
(3) Audit & Supervisory Board
(4)Accounting Auditors	(3)Accounting Auditors
Article 5		Article 5
	Chapter 2 Shares		Chapter 2 Shares
Articles 6-9	Articles 6-9
(Shareholder Registry Administrator)	(Shareholder Registry Administrator)
Article 10 The Company shall have a shareholder registry	Article 10
	administrator.
2 The shareholder registry administrator and its	2 The shareholder registry administrator and its
	place of business shall be determined by		place of business shall be determined by the
	resolution of the Board of Directors.		Board of Directors or a Director delegated by the
			resolution of the Board of Directors.
3 The preparation and keeping of the shareholder	3
	registry and registry of holders of stock
	acquisition rights of the Company and other
	affairs related to the shareholder registry and
	registry of holders of stock acquisition rights
	shall be delegated to the shareholder registry
	administrator and shall not be handled by the
	Company.
(Share Handling Regulations)	(Share Handling Regulations)
Article 11 Handling of shares of the Company and fees	Article 11 Handling of shares of the Company and fees
	therefor shall be in accordance with the share		therefor shall be in accordance with the share
	handling regulations established by the Board of		handling regulations established by the Board of
	Directorsin addition to laws and regulations or		Directors or a Director delegated by the
	these Articles of Incorporation.		resolution of the Board of Directorsin addition
			to laws and regulations or these Articles of
			Incorporation.
Article 12		Article 12
Chapter 3 General Meeting of Shareholders	Chapter 3 Genral Meeting of Shareholders

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Note: This document is a translation 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.

Current		Proposed Amendments
(Convocation)	(Convocation)
Article 13 The annual general meeting of shareholders of	Article 13
the Company shall be convened within three (3)
months from the day following the last day of
each business year, and an extraordinary general
meeting of shareholders may be convened from
time to time whenever necessary.
	2 The general meeting of shareholders of the
		Company may be a general meeting of
		shareholders without a fixed place.
Article 14	Article 14
(Internet Disclosure and Deemed Provision of Reference	(Electronic Provision Measures)
Documents for General Meetings of Shareholders)
Article 15 When convening a general meeting of	Article 15 When convening a general meeting of
shareholders, the Company may deem that		shareholders, the Company shall take measures
information pertaining to matters to be stated or		to electronically provide the information
indicated in the reference documents for the		contained in the reference documents for the
general meeting of shareholders, business		general meeting of shareholders, etc.
reports, financial statements and consolidated
financial statements has been provided to the
shareholders by disclosing it through the Internet
pursuant to the provisions of the applicable
ordinance of the Ministry of Justice.
	2 The Company may omit all or part of the matters
		set forth in the applicable ordinance of the
		Ministry of Justice for which the Company shall
		take electronic provision measures from the
		documents to be delivered to the shareholders
		who have made a request for delivery of
		documents by the record date of voting rights.
Articles 16-17	Articles 16-17
Chapter 4 Directors and Board of Directors	Chapter 4 Directors and Board of Directors
(Number of Directors)	(Number of Directors)
Article 18 The Company shall have no more than ten (10)	Article 18 The Company shall have no more than ten (10)
Directors.		Directors (excluding Audit & Supervisory
		Committee Members) and no more than four (4)
		Directors who are Audit & Supervisory
		Committee Members.

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