MUFG Bank, Ltd. Announces Notice Concerning Result of Tender Offer for Share Certificates, Etc. of WealthNavi Inc. (TSE Code: 7342) by MUFG Bank, Ltd.

Name and address of the Tender Offeror

Name:

MUFG Bank, Ltd.

Address:

1-4-5, Marunouchi, Chiyoda-ku, Tokyo

Name of the Target Company

WealthNavi Inc.

Type of Share Certificates, Etc. Subject to the Tender Offer

(A)

Common stock

(B)

Stock acquisition rights ((I) through (VII) below are collectively referred to as the “Stock Acquisition Rights”)

(I)

The third series of stock acquisition rights (exercise period: from August 16, 2020 to August 16, 2028) issued pursuant to the resolution of the Target Company’s board of directors meeting held on August 15, 2018 (the “Third Stock Acquisition Rights”);

(II)

The fourth series of stock acquisition rights (exercise period: from March 27, 2021 to March 27, 2029) issued pursuant to the resolution of the Target Company’s board of directors meeting held on March 26, 2019 (the “Fourth Stock Acquisition Rights”);

(III)

The fifth series of stock acquisition rights (exercise period: from March 27, 2019 onwards (indefinite from the allotment date)) issued pursuant to the resolution of the Target Company’s board of directors meeting held on March 26, 2019 (the “Fifth Stock Acquisition Rights”);

(IV)

The sixth series of stock acquisition rights (exercise period: from August 26, 2021 to August 26, 2029) issued pursuant to the resolution of the Target Company’s board of directors meeting held on August 23, 2019 (the “Sixth Stock Acquisition Rights”);

(V)

The seventh series of stock acquisition rights (exercise period: from June 30, 2022 to June 30, 2030) issued pursuant to the resolution of the Target Company’s board of directors meeting held on June 29, 2020 (the “Seventh Stock Acquisition Rights”);

(VI)

The eighth series of stock acquisition rights (exercise period: from June 30, 2020 onwards (indefinite from the allotment date)) issued pursuant to the resolution of the Target Company’s board of directors meeting held on June 29, 2020 (the “Eighth Stock Acquisition Rights”); and

(VII)

The ninth series of stock acquisition rights (exercise period: from June 30, 2020 onwards (indefinite from the allotment date)) issued pursuant to the resolution of the Target Company’s board of directors meeting held on June 29, 2020 (the “Ninth Stock Acquisition Rights”).

Tender Offer Period

(i)

Tender offer period

From December 2, 2024 (Monday) to January 20, 2025 (Monday) (30 business days)

(ii)

Possibility of extension of Tender Offer Period upon request of the Target Company

Price of Tender Offer

(i)

1,950 yen per share of common stock

(ii)

Stock Acquisition Rights

(I)

4,389 yen per stock acquisition right for the Third Stock Acquisition Rights

(II)

3,858 yen per stock acquisition right for the Fourth Stock Acquisition Rights

(III)

3,858 yen per stock acquisition right for the Fifth Stock Acquisition Rights

(IV)

3,858 yen per stock acquisition right for the Sixth Stock Acquisition Rights

(V)

3,297 yen per stock acquisition right for the Seventh Stock Acquisition Rights

(VI)

3,297 yen per stock acquisition right for the Eighth Stock Acquisition Rights

(VII)

3,297 yen per stock acquisition right for the Ninth Stock Acquisition Rights

Outcome of the Tender Offer

In the Tender Offer, the condition was that if the total number of Tendered Share Certificates, Etc. is less than the minimum number of shares to be purchased (30,988,100 shares), the Tender Offeror would not purchase any of the Tendered Share Certificates, Etc. Because the total number of Tendered Share Certificates, Etc. (46,563,404 shares) exceeded the minimum number of the shares to be purchased (30,988,100 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc. as described in the Public Notice of the Commencement of the Tender Offer and the Tender Offer Registration Statement (as amended by the Amendment Registration Statements to the Tender Offer Registration Statement; the same applies hereinafter).

Date of public notice of result of the Tender Offer, and name of newspaper in which public notices are to appear

Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, on January 21, 2025, at the TSE, the Tender Offeror announced to the press the result of the Tender Offer in the manner set out in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the “Cabinet Office Order on Disclosure Required for Tender Offer”).

Calculation in the Case of Tender Offer on a Pro Rata Basis

Method of Settlement

(i)

Name and address of head office of financial instruments dealers/bank etc. in charge of settlement of Tender Offer

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

1-9-2, Otemachi, Chiyoda-ku, Tokyo

au Kabucom Securities Co., Ltd. (sub-agent) (Note)

3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo

Note: The sub-agent plans to change its trade name to “Mitsubishi UFJ eSmart Securities Co., Ltd.” in February 1, 2025.

(ii)

Commencement Date of Settlement

January 27, 2025 (Monday)

(iii)

Method of Settlement

A notice regarding the purchase under the Tender Offer will be mailed to the address or location of the shareholders who are Tendering (the “Tendering Shareholders”) (or the address of the standing proxy in the case of foreign shareholders) without delay after the expiration of the Tender Offer Period. Delivery of such notice by the sub-agent will be made electromagnetically by displaying the notice on the website after logging in.

The purchase will be settled in cash. The tender offer agent or the sub-agent will remit the sales proceeds pertaining to the share certificates, etc. that have been purchased to a location specified by each Tendering Shareholder (in the case of a foreign shareholder, by its standing proxy) or pay such sales proceeds into the account of the Tendering Shareholder with the tender offer agent or the sub-agent through which the shares were tendered without delay after the commencement date of the settlement in accordance with the instructions of each Tendering Shareholder (in the case of a foreign shareholder, by its standing proxy).