Announcement Regarding Issuance of New Shares Through Third-Party Allotment

Announcement Regarding Issuance of New Shares Through Third-Party Allotment

TOKYO, November 4, 2021 - Monex Group, Inc. ("Company") hereby announces that it resolved at its Board of Directors' meeting held on November 4, 2021 to issue new shares ("New Shares") through a third-party allotment ("Third Party-Allotment") to Galaxy Digital LP ("Expected Subscriber").

1. Outline of Offering

(1)	Date of payment	December 7, 2021
(2)	Number of new shares issued	8,448,500 shares of common stock
(3)	Issue price	JPY 651 per share
(4)	Amount to be raised	JPY 5,499,973,500
(5)	Method of offering or allotment	Third-party allotment to Galaxy Digital LP
(expected subscriber)
		The above items are subject to the securities registration
(6)	Other	statement taking effect under the Financial Instruments and
		Exchange Act of Japan.

2. Purpose and Reason for Offering

As stated in our press release "TradeStation Group to become public on the NYSE through a De-SPAC with Quantum FinTech Acquisition Corporation" dated November 4, 2021, the Company's wholly owned US subsidiary, TradeStation Group, Inc. ("TSG") will procure growth capital to implement active capital investments for the improvement of services, and substantial marketing activities. In order to effectively and directly procure the relevant growth capital, TSG is currently aiming to be listed on the New York Stock Exchange ("NYSE") by way of business combination with the special purpose acquisition company ("SPAC") listed on the NYSE ("De- SPAC Listing").

The establishment of the method for procuring TSG's increasing growth capital through the US capital market, which is the largest market in the world, will enable the Company to implement flexible capital policies that support the future growth of the Company Group as a whole, and will contribute to the enhancement of the Company's sustainable corporate value on a medium to long-term basis. Additionally, further growth of TSG will be promoted through the reinforcement of corporate governance discipline by accepting external capital from the US capital market, the increase of recognition by the listing on the local market, and the procurement and engagement of human resources through the use of stocks and other related incentives. For the purpose of De- SPAC Listing, TSG, its wholly owned subsidiary ("Merger Sub") and SPAC will conduct a reverse triangular merger ("Merger"), with SPAC being the surviving corporation and Merger Sub being the merged corporation. As a result of the Merger, the Merger Sub will merge into and with SPAC, and SPAC will be the wholly owned subsidiary of TSG. Meanwhile, SPAC shareholders will receive TSG shares in consideration of the Merger. The Merger will be effective around from January to June 2022. In connection with the Merger, TSG is scheduled to be listed for trading on the NYSE.

Prior to the Merger, SPAC plans to receive financing from PIPE (Private Investment in Public Equity) Investors. In the meantime, Galaxy Digital Group ("Galaxy", and will refer to the entire group including the Expected Subscriber), which is one of the world's leading crypto-asset-related companies engaged in asset management

and trading businesses of crypto-assets, has shown an interest in De-SPAC Listing, and it decided to participate in PIPE Investment in SPAC. Moreover, Galaxy offered not only to support TSG's growth through PIPE Investment at the time of De-SPAC Listing, but also to seek more opportunities for crypto-asset businesses and global business expansion through investments in the Company Group. While conducting online securities- related businesses worldwide, and also engaging in crypto-asset businesses through its subsidiary and prominent crypto-asset exchange business entity, Coincheck, Inc., the Company Group is promoting the expansion of global crypto-asset business and the creation of digital economic zones. In the midst of such efforts, the Company determined that Galaxy, equipped with such global crypto-asset business platform, is its best partner, and that the partnership will lead to the enhancement of the Company's corporate value. Thus, the Company decided to execute the Third-Party Allotment.

3. Amount, Use and Scheduled Timing of Expenditure of Proceeds to be Raised

(1) Amount of proceeds to be raised

Aggregate amount to be paid	Approximate cost of issuance	Approximate net amount
JPY 5,499,973,500	JPY 24,000,000	JPY 5,475,973,500

(Note) 1. The approximate cost of issuance are broken down into attorney's fees, costs for preparation of securities registration statement, costs related to corporate registry and other costs.

1. 2. Consumption taxes and other taxes are not included in the approximate cost of issuance.

2. Use of proceeds to be raised

The use of the approximate net amount of the Third-Party Allotment worth JPY 5,475,973,500 is as follows. Until the time of allotment for the use described below, the approximate net amount of proceeds will be duly managed in the Company's bank account.

Use of proceeds	Amount	Scheduled timing of expenditure of
proceeds to be raised
Investments in SPAC	JPY 5,476 million	From January 2022 to June 2022

(Note) As stated above, TSG aims for De-SPAC Listing, and the proceeds to be raised through the Third-Party Allotment will be used as investments in SPAC as "PIPE (Private Investment in Public Equity) Investment in SPAC," which is part of the process of De-SPAC Listing; provided, however, that if De-SPAC Listing is not conducted due to any changes in the external environment or other reasons, the relevant proceeds will be used as TSG's growth capital which is the purpose of De-SPAC Listing. The term "PIPE Investment" refers to subscription of private offering of listed companies by institutional investors and other parties.

4. Rationale for the Use of Proceeds to be Raised

The Company considers that the use of proceeds raised through the Third-Party Allotment for the purpose described in "3. Amount, Use and Scheduled Timing of Expenditure of Proceeds to be Raised - (2) Use of proceeds to be raised" will contribute to the establishment of the future growth platform of TSG that will drive to enhance the medium to long-term corporate value of the Company. Therefore, the Company believes that the issue of the New Shares will contribute to the enhancement of the shareholders' value, and is reasonable.

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5. Rationale of Issue Terms and Conditions, etc.

(1) Calculation base for the issue price and their specific details

Based on discussions and negotiations with the Expected Subscriber, the issue price for the Third-Party Allotment is JPY 651, which is equivalent to the simple average of the closing prices of ordinary transactions of the Company common stock traded on the First Section of the Tokyo Stock Exchange (TSE) ("TSE Closing Prices") over the most recent three (3) months until the business day immediately preceding the date of resolution of the Board of Directors (i.e. November 4, 2021) (from August 3, 2021 to November 2, 2021) concerning the Third-Party Allotment (rounded off to the nearest yen). The average of the closing prices of the Company common stock over the most recent three (3) months was used to calculate the above issue price is due to the reasons described below. Specifically, during the negotiations with the Expected Subscriber regarding the purpose, significance and terms and conditions of the Third-Party Allotment, the Expected Subscriber's purpose of the shareholding of the New Shares, and the lock-up period after the subscription of the New Shares, it was agreed that due to the Company common stock's high historical volatilities and its high value compared to TOPIX index weekly levered beta (Note 1), adopting the equalized average share price of a certain period rather than using a specific one point of time as the calculation basis would eliminate extraordinary elements such as effects of temporary share price fluctuation, and is more objective and reasonable as the calculation base after making adjustments to interests between the purpose of financing and the share price reduction risk borne by the existing shareholders and the Expected Subscriber. Besides, while the Company common stock's share price fluctuation was highly connected with the fluctuation of crypto-asset prices because the Company engages in crypto-asset exchange business through its subsidiary Coincheck, Inc., since such connection and the volatility of the Company common stock's share price were deemed to be relatively subdued over the most recent three (3) months, the Company determined that the most recent three (3)-month period is an appropriate period to evaluate the Company's share price compared to the most recent one (1)-month (from October 3, 2021 to November 2, 2021) or six (6)-month period (from May 3, 2021 to November 2, 2021). In the end, this was agreed with the Expected Subscriber. The relevant issue price complies with the Japan Securities Dealers Association (JSDA)'s "Rules Concerning Handling of Allotment of New Shares to Third Party, Etc." and the Company believes that it does not constitute a particularly favorable issue price.

(Note 1) The historical volatility of the Company common stock over the most recent twelve (12) months until the business day immediately preceding the date of resolution of the Board of Directors concerning the Third-Party Allotment is 71.00%, and the historical volatility of index of TOPIX is 15.84%. The value compared to TOPIX index weekly levered beta during the same period was 1.98. The historical volatility for the most recent three (3) months is 54.79% (TOPIX: 16.02%), and the historical volatility over the most recent six (6) months is 55.85% (TOPIX: 16.38%), both of which are higher than the historical volatilities of TOPIX index. Accordingly, the Company common stock's volatility is higher than the volatility index of TOPIX.

The relevant amount to be paid is a 12.62% discount (rounded off to the nearest second decimal; the same applies to the calculation of the discount rate) over JPY 745, which is the TSE Closing Price on the business day immediately preceding the date of resolution of the Board of Directors concerning the Third-Party Allotment, is a 7.66% discount over JPY 705, which is the simple average of the TSE Closing Prices over the most recent one

1. month until the business day immediately preceding the date of resolution of the Board of Directors concerning the Third-Party Allotment (rounded off to the nearest yen; the same applies to the calculation of the simple average), and is a 7.79 % discount over JPY 706, which is the simple average of the TSE Closing Prices over the most recent six(6) months.

Furthermore, an opinion was obtained from the audit committee of the Company (of which three (3) members are outside directors) to the effect that the amount to be paid for the Third-Party Allotment does not constitute a

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particularly favorable price to the Expected Subscriber and is lawful, since the relevant amount is based on the market price that reflects the objective value of the Company common stock and is calculated in compliance with the JSDA's "Rules Concerning Handling of Allotment of New Shares to Third Party, Etc."

(2) Reasons of rationality of number of shares to be issued and extent of share dilution

The number of shares to be allotted to the Expected Subscriber through the Third-Party Allotment is 8,448,500 shares, which constitutes 3.26% of all issued and outstanding shares of the Company prior to the Third- Party Allotment (258,998,600 shares) (as of September 30, 2021) or 3.28% of 2,577,875 total voting rights (except treasury stocks) as of September 30, 2021, so the equity is expected to be diluted thereby. However, the Company has determined that the number of shares to be issued and the extent of share dilution by the Third- Party Allotment are reasonable since the Third-Party Allotment will enhance the medium to long-term corporate value of the Company Group and will ultimately increase the profits of the existing shareholders.

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6. Reasons of Selection of Expected Subscriber and Other Related Matters

(1) Outline of Expected Subscriber

Name								Galaxy Digital LP
Address								Maples Corporate Services Limited, PO Box 309, Ugland House,
							Grand Cayman, KY1-1104, Cayman Islands
Governing law for establishment etc.		Exempted Limited Partnership formed under the laws of Cayman
	Island
Date of establishment					November 30, 2017
Amount of investment					Not disclosed. Partner's Capital of Galaxy Digital Holdings LP,
				the sole limited partner of Galaxy Digital, is approximately US
								$ 1.5 billion as of the end of June 2021.
								To purchase, hold, dispose of, or otherwise deal with investments
Purpose of formation					for its own account, and to engage or participate in any other
				lawful investment or related activities in which exempted limited
								partnerships formed in the Cayman Islands may engage or
								participate
Major investor and investment ratio			Galaxy Digital Holdings LP 100%
Name and contact of representative of principal	Not applicable
office in Japan
				Name				Monex, Inc.
Matters	concerning		Address			ARK Mori Building 25F 1-12-32, Akasaka, Minato-ku, Tokyo
contact	person	in		Title	and	name	of	Title: Representative director and President
Japan	(agent	in		representative		Name: Yuko Seimei
Japan)
			Business			Securities business and accompanying business
				Stated capital		JPY 12,200 million
Relationship between	the listed company and	A wholly-owned subsidiary of the Company
the agent in Japan
				Name				Galaxy Digital GP LLC
				Address			Maples Corporate Services Limited, PO Box 309, Ugland House,
						Grand Cayman, KY1-1104, Cayman Islands.
				Name	and	contact	of	Not applicable
				representative	of
Matters	concerning		principal office in Japan
	Title	and	name	of	Title: Manager, Name: Galaxy Digital Holdings LP (General
general partner
		representative		）
								Partner: Galaxy Digital Holdings GP LLC ("GDHLP")
				Purpose of Formation	To conduct the businesses of Galaxy Digital LP as the General
				Partner of Galaxy Digital LP
				Amount of investment	USD 1 (as of September 30, 2021)
				or stated capital
				Major	investor and	Galaxy Digital Holdings LP: 100%
				investment ratio
Relationship			Relationship	between	Not applicable
		the listed company and
between	the listed		the relevant fund
company and	the		Relationship	between	Not applicable
relevant fund			the listed company and
				general partner

(Note 1) Galaxy Digital GP LLC (limited liability company of the Cayman Islands) ("GDGP"), which is the General Partner of the Expected Subscriber, is a wholly owned subsidiary of GDHLP (limited partnership of the Cayman Islands), and GDHLP holds all limited partnership interests in the Expected Subscriber. More than 90% of the partnership interests of GDHLP are held by: GDH Intermediate LLC,

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