April 1, 2021

Company name

freee K.K.

Representative

Daisuke Sasaki,

CEO and Representative Director

Code No.

4478, Tokyo Stock Exchange

Mothers

Contact

Sumito Togo, CFO and Director

(TEL. +81 3-6630-3231)

Notice Regarding Determination of Number of New Shares to be Issued

freee K.K. ("the Company") hereby announces that with respect to the issuance of its new shares by way of an international offering (the "International Primary Offering"), which its board of directors resolved on March 22, 2021, the number of shares to be issued by exercise of the option to purchase additional newly issued shares of common stock granted to the Underwriters has been determined as set forth below.

The number of shares to be issued by exercise of the option to purchase additional newly issued shares of common stock granted to the Underwriters: 600,000 shares

  1. Class and number of shares to be offered through issuance of new shares by way of an international offering

    1. 4,600,000 shares of common stock of the Company, the aggregate of (i) and (ii) described below:
    2. 4,000,000 shares of common stock of the Company, issued for purchase by the Underwriters; and
    3. 600,000 shares of common stock of the Company, additionally issued for purchase by the Underwriters upon exercise of the option.
  2. Change in the number of issued shares as a result of the International Primary Offering

Total number of issued shares (as of April 1, 2021): 49,709,249 shares

Increase in number of shares as a result of the International Primary Offering: 4,600,000 shares

Total number of issued shares after the International Primary Offering: 54,309,249 shares

Note: These figures do not reflect the increase in the number of issued shares as a result of exercise of stock acquisition rights on or after March 1, 2021.

3. Use of proceeds raised this time

With respect to the net proceeds from the International Primary Offering, which we estimate to be, in total, 34,991 million yen, the Company intends to use as investment funds for future growth as follows, and until the specific demand for funds arises and the timing of payment is determined, the Company intends to invest the proceeds in

Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of making a public announcement regarding the International Primary Offering, and not for the purpose of soliciting investment, etc. within or outside Japan. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will take place in the United States.

financial instruments, etc. with a high degree of safety.

  1. 23,991 million yen for potential acquisitions and investments with the aim of developing new services, enhancing the Company's existing products and acquiring new customers for the Company's SMB empowerment platform including the Company's cloud-native integrated ERP solutions, B2B platform and financial platform. Such use includes the payment of the purchase price for the planned acquisition of shares of Sight Visit Inc. and subsequent investments and financings in its operations. If the Company decides in- house development would be more efficient, or if the Company does not conduct such acquisitions or investments, the Company expects to use any remaining net proceeds for operational expenses and research and development expenses, including recruiting and personnel expenses for engineers, aimed at developing new services and enhancing the Company's existing products through the Company's in-house development.
  2. 8,000 million yen for sales and marketing expenses, including advertising and marketing activities and personnel expenses aimed at acquiring new customers and upselling and cross-selling our products to existing customers.
  3. 3,000 million yen for server-related expenses and personnel expenses for customer support.

Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of making a public announcement regarding the International Primary Offering, and not for the purpose of soliciting investment, etc. within or outside Japan. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of the securities will take place in the United States.

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freee KK published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2021 06:31:05 UTC.