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Share Issuance and Disposal8698Monex Group,Inc.Financials (excluding banks)

Notice Concerning the Introduction of a Trust-Based Stock Compensation Plan for Directors and the Disposal of Treasury Shares

A trust-based share compensation plan for directors and other officers will be introduced in place of the existing restricted stock compensation plan. To operate the plan, 287,016 treasury shares will be disposed of to the Director Compensation BIP Trust Account.

Worth reading
57In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
287016
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as share compensation (disposal to the Director Compensation BIP Trust Account)

Who receives how much287,016Shares

287,016 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)287,016 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥735 per share
Total issue value

¥210,956,760

Amount of funds to be raised
Total amount payable: ¥210,956,760; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of trust funds: approximately ¥210 million (planned, including trust fees and expenses)
発行済株式総数

As this is a disposal of treasury shares, no increase in the number of shares outstanding is stated.

0.11% (as a percentage of the 2,510,874 total voting rights as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
Directors, executive officers, specialist officers and corporate officers (excluding non-residents of Japan). The number of eligible individuals and the number of shares allocated to each category are Not disclosed.
Intended allottee's holding policy
Shares held in the trust will be used to deliver shares to eligible directors and other officers or to pay an amount equivalent to the proceeds from the sale of the shares, in accordance with the Share Delivery Guidelines. Any shares remaining when the trust period expires are expected to continue to be used under this plan or similar plans, or, upon termination of the plan, to be transferred to the Company without consideration and cancelled.
Reason for acquisition without consideration
Upon termination of the trust, any shares remaining when the trust period expires are expected to be transferred to the Company without consideration and cancelled pursuant to a resolution of the Board of Directors.
Payment date
17 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 24 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥735. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as share compensation (disposal to the Director Compensation BIP Trust Account)
Number of shares to be issued or disposed of287,016 common shares (treasury shares)
Issue price and disposal price¥735 per share
Total issue value¥210,956,760
Amount of funds to be raisedTotal amount payable: ¥210,956,760; estimated net proceeds: Not disclosed
Payment date17 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 287,016 shares
Intended allottee's holding policyShares held in the trust will be used to deliver shares to eligible directors and other officers or to pay an amount equivalent to the proceeds from the sale of the shares, in accordance with the Share Delivery Guidelines. Any shares remaining when the trust period expires are expected to continue to be used under this plan or similar plans, or, upon termination of the plan, to be transferred to the Company without consideration and cancelled.
Dilution Rate0.11% (as a percentage of the 2,510,874 total voting rights as of 31 March 2026)
Total number of issued sharesAs this is a disposal of treasury shares, no increase in the number of shares outstanding is stated.
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 24 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥735. No discount or premium applies.
Reason for acquisition without considerationUpon termination of the trust, any shares remaining when the trust period expires are expected to be transferred to the Company without consideration and cancelled pursuant to a resolution of the Board of Directors.
Categories and Number of Persons CoveredDirectors, executive officers, specialist officers and corporate officers (excluding non-residents of Japan). The number of eligible individuals and the number of shares allocated to each category are Not disclosed.
Total Stock-Based CompensationAmount of trust funds: approximately ¥210 million (planned, including trust fees and expenses)
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To respond to calls from the capital markets for enhanced governance, strengthen value sharing with shareholders and investors, raise awareness of contributing to medium- to long-term earnings growth and increased corporate value, and achieve more stable and efficient plan administration than under the existing plan.

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Notice Concerning the Introduction of a Trust-Based Stock Compensation Plan for Directors and the Disposal of Treasury Shares | Monex Group,Inc. (8698) timely disclosure | Komori