Notice Concerning Withdrawal of a Portion of the Agenda for the 18th Annual General Meeting of Shareholders

TOKYO, June 8, 2022 - The Board of Directors of Monex Group, Inc. (the "Company") had resolved at its meeting held on May 25, 2022 to submit "Proposal No.2: Election of eleven (11) Directors" to the 18th Annual Meeting of Shareholders scheduled to be held on June 25, 2022. However, following the death of Nobuyuki Idei on June 2, 2022, a candidate number 6 for election as Director in the agenda, the Company hereby announces that the Boad of Directors has resolved on June 8, 2022 to withdraw a portion of the agenda to be proposed at the 18th Annual General Meeting of Shareholders and decided to amend the Notice of the 18th Ordinary General Meeting of Shareholders (the "Notice of Convocation") accordingly to reflect the partial withdrawal as described below.

With respect to the exercise of voting rights regarding the agenda, only election of ten (10) candidates for Directors, as a result of the partial withdrawal, will be treated as valid.

As the procedure of printing and shipping the Notice of Convocation have already been completed, please be advised that the information contained in the Notice of Convocation which you may already have received and the disclosure of the same on the website that made public on May 27, 2022 remains the ones before the partial withdrawal and amendment.

1. The cover and page 1 of the Notice of Convocation (The amended parts are underlined.)

Before amendment

After amendment

Propsosal No.2:

Propsosal No.2:

Election of eleven (11)Directors

Election of ten (10)Directors

2. Page 5 of the Notice of Convocation (The amended parts are underlined.)

Before amendment

After amendment

Propsosal No.2:

Propsosal No.2:

Election of eleven (11)Directors

Election of ten (10)Directors

Upon the conclusion of this Ordinary General

Upon the conclusion of this Ordinary General

Meeting of Shareholders, the terms of office of

Meeting of Shareholders, the terms of office of

all eleven (11)Directors will expire. Therefore,

all ten (10)Directors will expire. Therefore, the

the Company proposes, based on the decision

Company proposes, based on the decision at

at the Nominating Committee, to elect eleven

the Nominating Committee, to elect ten (10)

(11)Directors, including one (1) new candidate

Directors, including one (1) new candidate for

for Director.

Director.

Seven (7)out of eleven (11)candidates are

Six (6)out of ten (10)candidates are

candidates for Outside Directors, and four (4)

candidates for Outside Directors, and four (4)

candidates, Oki Matsumoto, Yuko Seimei,

candidates, Oki Matsumoto, Yuko Seimei,

Takashi Oyagi and Naofumi Yamada are

Takashi Oyagi and Naofumi Yamada are

candidates for Directors who are scheduled to

candidates for Directors who are scheduled to

serve concurrently as Executive Officers.

serve concurrently as Executive Officers.

3. Page 6 of the Notice of Convocation (The amended parts are underlined.)

Skill matrix of candidates for Member of the Board Before amendment

Experience and Expertise

Financial

Accounting/

Name

Position

Marketing

Technology

Management

Internal

industry

control

Nobuyuki

Outside

●

●

●

Idei

Director

After amendment

Experience and Expertise

Financial

Accounting/

Name

Position

Marketing

Technology

Management

Internal

industry

control

Deleted

Deleted

Deleted

Deleted

Deleted

4. Page 12 of the Notice of Convocation (The amended parts are underlined.)

Before amendment

After amendment

Candidate No.

Name

Candidate No.

Name

6

Nobuyuki Idei

Deleted

Deleted

*The amendment also includes deletions of all other information on page 12 of the Notice of Convocation, including the candidate's date of birth, the positions, the career summary, the important concurrent positions at other organizations, the attendance at meetings of the Board of Directors and each committee, the number of shares owned, and the reasons for nomination and outline of expected roles.

5. Page 18 of the Notice of Convocation (The amended parts are underlined.)

Before amendment

After amendment

Note:

Note:

3. Jun Makihara, Nobuyuki Idei,Fujiyo

3. Jun Makihara, (Deleted)Fujiyo Ishiguro,

Ishiguro, Nobuo Domae, Masaaki Koizumi,

Nobuo Domae, Masaaki Koizumi, Shiho

Shiho Konno and Ungyong Shu are the

Konno and Ungyong Shu are the candidates for

candidates for Outside Directors. (…)

Outside Directors. (…)

4. As described in the Business Report

4. As described in the Business Report

(Japanese only), the Company entered into an

(Japanese only), the Company entered into an

agreement with each of Jun Makihara,

agreement with each of Jun Makihara,

Nobuyuki Idei,Fujiyo Ishiguro, Nobuo Domae,

(Deleted)Fujiyo Ishiguro, Nobuo Domae,

Masaaki Koizumi, and Shiho Konno to limit

Masaaki Koizumi, and Shiho Konno to limit

their liability provided for in Article 423,

their liability provided for in Article 423,

Paragraph 1 of the Companies Act, pursuant to

Paragraph 1 of the Companies Act, pursuant to

the provision set forth in Article 427, Paragraph

the provision set forth in Article 427, Paragraph

1 of the Companies Act. In the event that the

1 of the Companies Act. In the event that the

abovementioned six (6)candidates are

abovementioned five (5)candidates are

reelected, the agreements shall continue to

reelected, the agreements shall continue to

remain effective with regard to their acts after

remain effective with regard to their acts after

the re-election. (…)

the re-election. (…)

7. As described in the Business Report

7. As described in the Business Report

(Japanese only), the Company designated Jun

(Japanese only), the Company designated Jun

Makihara, Nobuyuki Idei,Fujiyo Ishiguro,

Makihara, (Deleted)Fujiyo Ishiguro, Nobuo

Nobuo Domae, Masaaki Koizumi, and Shiho

Domae, Masaaki Koizumi, and Shiho Konno as

Konno as Independent Directors in accordance

Independent Directors in accordance with

with relevant regulations of the Tokyo Stock

relevant regulations of the Tokyo Stock

Exchange and filed the registration therewith.

Exchange and filed the registration therewith.

In the event that the abovementioned six (6)

In the event that the abovementioned five (5)

candidates are re-elected, (…)

candidates are re-elected, (…)

6. Page 19 of the Notice of Convocation (The amended parts are underlined.) Before amendment

If all candidates are appointed as Directors at this Ordinary General Meeting of Shareholders, the composition of the Nominating Committee, the Audit Committee and the Compensation Committee shall be as follows. Each committee will be chaired by an Outside Director. In addition, four (4)out of five (5)members of the Nominating Committee, all three (3) members of the Audit Committee and three (3)out of four (4)members of the Compensation Committee will be comprised of Outside Directors.

Nominating Committee

Nobuyuki Idei (Chair),Fujiyo Ishiguro, Nobuo Domae,

Jun Makihara, Oki Matsumoto

Audit Committee

Masaaki Koizumi (Chair), Shiho Konno, Ungyong Shu

Compensation Committee

Jun Makihara (Chair), Nobuyuki Idei,Nobuo Domae,

Oki Matsumoto

After amendment

If all candidates are appointed as Directors at this Ordinary General Meeting of Shareholders, the composition of the Nominating Committee, the Audit Committee and the Compensation Committee shall be as follows. Each committee will be chaired by an Outside Director. In addition, three (3)out of four (4)members of the Nominating Committee, all three (3) members of the Audit Committee and two (2)out of three (3)members of the Compensation Committee will be comprised of Outside Directors.

Nominating Committee

(Deleted) Nobuo Domae (Chair),

Fujiyo Ishiguro, Jun Makihara, Oki Matsumoto

Audit Committee

Masaaki Koizumi (Chair), Shiho Konno, Ungyong Shu

Compensation Committee

Jun Makihara (Chair), (Deleted)Nobuo Domae,

Oki Matsumoto

Contact: Akiko Kato

Yuki Nakano, Minaka Aihara

Corporate Communications Office

Investor Relations, Financial Control Department

Monex Group, Inc.

Monex Group, Inc.

+81-3-4323-8698

+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 not guaranteed and thus you are encouraged to refer to the original Japanese document. This translation was made as a matter of record 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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Monex Group Inc. published this content on 08 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2022 03:01:04 UTC.