Announcement on Disposition of Treasury Stock as Restricted Stock Remuneration
TOKYO, July 8, 2024 - Monex Group, Inc. (the “Company”) announces that it resolved at its board ofdirectors meeting to dispose of its treasury stocks as stock remuneration (the “Disposition of TreasuryStock”), as follows:1.

Outline of disposition
(1)
(2)
(3)
(4)
(5)

(6)

2.

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

OthersJuly 26, 2024
321,200 shares of the common stock of the Company
JPY 713 per share
JPY 229,015,600
Members of the board of the Company
9 persons, 64,400 shares
Executive officers of the Company (*)
4 persons, 16,100 shares
Expert directors and executive directors of the Company,and members of the board (excluding outside directors),
expert directors and executive directors of the Company’s
subsidiaries
17 persons, 240,700 shares(*) Executive officers concurrently serving as membersof the board are included as members of the board.
The Disposition of Treasury Stock is subject to the entry
into force of the Securities Registration Statement under
the Financial Instruments and Exchange Act.

Purposes and reasons for disposition

As stated in the 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 forthe members of the board, executive officers, expert directors and executive directors of the Company andthe members of the board (excluding outside directors), expert director and executive directors of theCompany’s subsidiaries (collectively referred to as the “Eligible Officers”). The aim of the System is toincentivize the Eligible Officers to contribute to the continuous enhancement of our Group’s corporate value
by linking a part of their remuneration to the value of our Group’s stock and thus having them share with
our shareholders not only the rise of stock prices but also the risks of declining stock prices.
To continuously enhance the Group’s corporate value, a resolution to dispose of its treasury stocks asrestricted stock remuneration was made to further reinforce top management’s commitment to the Group’s
sustainable growth.
The System also applies to the Company's outside directors as they supervise the Company’s management
for the interests of shareholders and the Company considers it appropriate to grant them some remuneration
linked to the Company's stock price.
The Company will aim to build and maintain a sound and transparent management structure that is more inline with the shareholders’ interests. The outline of the System is as follows:1Outline of the System
Under the System, the Eligible Officers shall pay in all of their monetary compensation claims received fromthe Company or any of the subsidiaries of the Company as contributions in kind, and receive the issuance ordisposition of the common stock of the Company.
As regards to the individual amount of each Eligible Officer’s monetary compensation claims, it was decided
at the Remuneration Committee meeting held on July 6, 2024 (for the Eligible Officers who are neither
members of the board 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 229,015,600 asmonetary compensation claims is to be paid to 30 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 shares ofthe restricted stock are allocated.
Outline of the Allocation Agreement
The Company and each of the Eligible Officers will individually enter into the Allocation Agreement, theoutline of which is as follows:(1) Transfer restriction periods:
From July 26, 2024 to August 1, 2025 (for outside directors of the Company)
From July 26, 2024 to August 2, 2027 (for other Eligible Officers)(2) Conditions for lifting of the transfer restrictions:
The transfer restriction shall be lifted with respect to an Eligible Officer when the transfer restriction period
for such Eligible Officer expires on the condition that such Eligible Officer has continued to hold the positionof a member of the board, executive officer, corporate auditor, expert director, executive director oremployee of the Company or any of the Company’s subsidiaries throughout the transfer restriction period.
Provided, however, that upon the retirement of any Eligible Officer from any or all positions described above
due to justifiable reasons satisfactory to the Company or death, the transfer restriction shall be lifted
immediately after the relevant event. In such case, the Company will, as a matter of course, acquire at nocost the number of shares obtained by subtracting (x) (a) the number of shares of common stock of theCompany allocated to such Eligible Officer pursuant to the Allocation Agreement (the “Allocated Shares”)
multiplied by (b) the number of months from the month of the paying-in date to and including the month ofthe date of his/her retirement divided by (i) 12 for outside directors of the Company, or (ii) 36 for other
Eligible Officers (however, if the calculation result exceeds one, the value of this item (a) shall be one, andfurther, however, any fraction less than one share unit (i.e., one hundred (100) shares) arising as a result of
calculation shall be rounded up to the nearest hundred) from (y) the number of the Allocated Shares.
In addition, if a tender offer of the common stock of the Company is made as stipulated in the Financial
Instruments and Exchange Act, Article 27-2 and the following provisions, if there is a board of directors’
resolution for the Company to support and recommend such tender offer to shareholders, and if an Eligible
Officer requests to the Company in writing to lift the transfer restriction in order to tender his/her shares into
the offer, then the transfer restriction against such Eligible Officer shall be lifted.
(3) Management of the Allocated Shares:
Throughout the transfer restriction period, the Allocated Shares will be managed in a dedicated account tobe opened by each of the Eligible Officers with Mizuho Securities Co., Ltd. to ensure that no transfer, pledge
or other disposition of such shares will occur during the transfer restriction period. With the view of ensuring
the effectiveness of the transfer restrictions on the Allocated 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.

2(4) Claw-back:If, within three years following the removal of the restriction on transfer of restricted stock remuneration
awarded to the Executive Officers of the Company, it has been found that a significant accounting error ormisconduct, etc. in the Company group has occurred, the Company, after deliberation, may require that theExecutive Officers who have committed or have been involved in such actions return all or a part of therestricted stock remuneration without any consideration.
(5) Treatment in the event of corporate restructuring:If, during the transfer restriction period, a shareholders meeting of the Company (or the board of directorsof the Company (or by the entrusted relevant executive officer), 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 an incorporation-type company split plan under which the Company becomes the split company (limitedto the case where, as of the effective date of the company split, the Company delivers to its shareholders allor part of the consideration for the company split delivered upon the company split), a share exchange
agreement or a share transfer plan under which the Company becomes a wholly owned subsidiary, or any
other corporate restructuring-related matter as set forth in the Allocation Agreement, the transfer restrictions
on all the Allocated Shares held by the Eligible Officers shall be lifted immediately before the business day
preceding the effective date of the 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 the System inexchange for contribution of the monetary compensation claims granted by the Company and subsidiariesof the Company. In order to eliminate arbitrariness in the disposal value, such value has been set at JPY 713,
which is equivalent to the closing price of the common stock of the Company on the Tokyo Stock Exchange
as of July 5, 2024 (the business day preceding the date of the board of directors’ resolution). The Company
believes that this value, which is the market stock price immediately prior to the date of the board of directors’
resolution, is rational and not particularly favorable.

Contact:Akiko Kato
Corporate Communications OfficeMonex Group, Inc.
+81-3-4323-3983

Yuki Nakano, Taishi Komori
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.

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