Announcement on Disposition of Treasury Stock as Restricted Stock Remuneration
TOKYO, July 9, 2018 - Monex Group, Inc. (the “Company”) announces that it resolved at its board ofdirectors meeting to dispose of its treasury shares as stock remuneration (the “Disposition of TreasuryStock”), as follows:1.

Outline of disposition

(1)
(2)

Date of disposition
Class and number of shares to bedisposed of
Disposal value
Total disposal value
Recipients of disposed shares

(3)
(4)
(5)

July 27, 2018366,700 shares of the common stock of the Company
JPY 622 per share
JPY 228,087,400Managing directors of the Company (excluding outsidedirectors)
2 persons, 16,400 shares
Executive officers of the Company (*)
7 persons, 166,100 shares
Executive directors of the Company, managing directors
and executive directors of the Company’s subsidiaries
20 persons, 184,200 shares(*) Executive officers concurrently serving as managing
directors are included in managing directors.
The Disposition of Treasury Stock is subject to the entry
into force of the Securities Registration Statement under
the Financial Instruments and Exchange Act.

(6)

Others2.

Purposes and reasons for disposition

As stated in “Announcement of Change of Remuneration System for our Group’s Management” datedApril 28, 2017, the Company resolved at the Remuneration Committee’s meeting held on April 28,
2017 and introduced the Restricted Stock Remuneration System (the “System”) as a new remuneration
system for the Company’s managing directors, executive officers and executive directors and themanaging directors and executive directors of the Company’s subsidiaries (excluding outside
directors; collectively referred to as “Eligible Officers”). The aim of the System is to incentivize theEligible Officers to contribute to the continuous enhancement of the Company’s corporate value bylinking a part of their remuneration to the value of the Company’s stock and thus having them sharewith our shareholders not only the rise of stock prices but also the risks of declining stock prices.
Due to the introduction of this System, the remuneration to the Company’s Eligible Officers wasrestructured to add incentives to enhance the corporate value, and was converted to a remunerationconsisting of three components; i.e. a fixed remuneration as a “Base Remuneration”, a
performance-linked remuneration, which is determined in accordance with each year’s performance asa “Short-Term Incentive Remuneration”, and a restricted stock remuneration as a “Medium-and-Long
Term Incentive Remuneration.” The size of the base remuneration to Eligible Officers in total is about
70% of the total amount of the remuneration to the Eligible Officers and the size of both incentives intotal is about 30% of the same.
The outline of the System is as follows:
Outline of the System
Under the System, the Eligible Officers shall pay in all of their monetary compensation claims
received from the Company or any of the subsidiaries of the Company as contributions in kind, andreceive the issuance or disposition of the common stock of the Company.
1As regards to the individual amount of each Eligible Officer’s monetary compensation claims, it wasdecided at the Remuneration Committee meeting held today (for the Eligible Officers who are neither
directors nor executive officers of the Company, through the remuneration determining procedures
established by the Company and/or its group companies) that a total of JPY 228,087,400 as monetarycompensation claims for one year is to be paid to29 Eligible Officers.
Upon the Disposition of Treasury Stock, a restricted stock allocation agreement (the “AllocationAgreement”) is to be executed between the Company and each of the Eligible Officers to whom sharesof the restricted stock are allocated.
Outline of the Allocation Agreement
The Company and each of the Eligible Officers will individually enter into the Allocation Agreement,
whose outline is as follows:(1) Transfer restriction period:

From July 27, 2018 to August 1, 2021

(2) Conditions for lifting of the transfer restrictions
The transfer restrictions shall be lifted when the transfer restriction period expires on thecondition that the relevant Eligible Officer has continued to hold the position of a director,executive officer, corporate auditor, executive director or employee of the Company or any of theCompany’s subsidiaries. Provided, however, that upon the retirement of any Eligible Officer
from any and all positions discussed above due to justifiable reasons or death, the transferrestrictions shall be lifted immediately after the relevant event. In such case, the transferrestrictions shall be lifted for the number of shares obtained by multiplying (a) the number ofmonths from the month of the paying-in date to and including the month of the date of his/her
resignation or retirement divided by 36 (however, if the calculation result exceeds one, the valueof this item (a) shall be one) by (b) the number of shares of the common stock of the Company
allocated to the Eligible Officer pursuant to the Allocation Agreement (the “Allocated Shares”)(however, any fraction less than one share unit (i.e. one hundred (100) shares) arising as a resultof calculation shall be rounded up). On or after the lifting of the transfer restrictions, theCompany will, as a matter of course, acquire, free of charge, the Allocated Shares for which such
restrictions have not been lifted in accordance with the above-mentioned conditions for lifting.
(3) Management of the shares
Throughout the transfer restriction period, the Allocated Shares will be managed in a dedicatedaccount to be opened by each of the Eligible Officers with Mizuho Securities Co., Ltd. to ensurethat no transfer, pledge or other disposition of such shares will occur during the transfer
restriction period. With the view to ensuring the effectiveness of the transfer restrictions on theAllocated Shares, each of the Eligible Officers will enter into certain prescribed contracts with
Mizuho Securities Co., Ltd. in relation to management of the accounts for the Allocated Shares
held by him/her.
(4) Treatment in the event of corporate restructuringIf, during the transfer restriction period, a shareholders meeting of the Company (or the board ofdirectors of the Company, if the approval of the Company’s shareholders meeting is not required
for the relevant corporate restructuring) approves a merger agreement under which the Company
becomes a non-surviving company, an absorption-type company split agreement or anincorporation-type company split plan under which the Company becomes the split company(limited to the case where, as of the effective date of the company split, the Company delivers toits shareholders all or part of the consideration for the company split delivered upon the companysplit), a share exchange agreement or a share transfer plan under which the Company becomes awholly-owned subsidiary, or any other corporate restructuring-related matter as set forth in theAllocation Agreement, the transfer restrictions on the Allocated Shares held by the Eligible
Officers shall be all lifted immediately before the business day preceding the effective date of the2relevant corporate restructuring.

3.

Grounds for calculation of the paying-in amount and specific details thereof

The Disposition of Treasury Stock is implemented as the restricted stock remuneration under theSystem in exchange for contribution of the monetary compensation claims granted by the Company
and subsidiaries of the Company. In order to eliminate arbitrariness in the disposal value, such value
has been set at JPY 622, which is equivalent to the closing price of the common stock of the Companyon the Tokyo Stock Exchange as of July 6, 2018 (the business day preceding the date of the board ofdirectors’ resolution). The Company believes that this value, which is the market stock priceimmediately prior to the date of the board of directors’ resolution, is rational and not particularlyfavorable.

Contact:Akiko Kato, Toshiaki Koike
Corporate Communications OfficeMonex Group, Inc.
+81-3-4323-8698

Atsushi Demoto, Yuki Nakano
Investor Relations, Financial Control Department
Monex Group, Inc.
+81-3-4323-8698

This material is an English translation of a Japanese announcement made on the date above. Although the Company intended
to faithfully translate the Japanese document into English, the accuracy and correctness of this English translation is notguaranteed and thus you are encouraged to refer to the original Japanese document. This translation was made as a matter ofrecord only and does not constitute an offer to sell or to solicit an offer to buy securities in the U.S.

3