[English Translation]

ARTICLES OF INCORPORATIONTOKYO FINANCIAL EXCHANGE INC.

(The original of the Articles of Incorporation of Tokyo Financial Exchange Inc. (“TFX”)
has been prepared in the Japanese language only. The Japanese language text hereof shallgovern for all purposes and in all respects. Accordingly, all questions that may arise
within or without courts of law in regard to the meaning of the words, provisions andstipulations of these Articles of Incorporation shall be decided in accordance with theJapanese language text. TFX assumes no responsibility for accuracy, correctness orcontents of this English text.)

Articles of Incorporation

Table of Contents
Page
CHAPTER I GENERAL PROVISIONS............................................................................................1
Article 1.

Company Name................................................................................................1

Article 2.

Purposes...........................................................................................................1

Article 3.

Location of Head Office....................................................................................1

Article 3-2

Organs..............................................................................................................1

Article 4.

Public Notice....................................................................................................2

CHAPTER II. SHARES.....................................................................................................................2
Article 5.

Total Number of Authorized Shares..................................................................2

Article 6

Issuance of Share Certificates...........................................................................2

Article 7.

Record Date......................................................................................................2

Article 8.

Restriction on Transfer of Shares......................................................................3

Article 8-2

Request to Legal Successor, Etc. for Sale of Shares...........................................3

Article 9.

Administrator of Shareholder Registry..............................................................3

Article 10.

Rules for Handling of Shares............................................................................3

CHAPTER III. SHAREHOLDERS MEETING................................................................................4
Article 11.

Calling of Shareholders Meeting.......................................................................4

Article 12.

Convenor of Shareholders Meeting and Chairperson.........................................4

Article 13.

Internet-based Disclosure and Deemed Disclosure of Reference Documents for
Shareholders Meeting.......................................................................................4

Article 14.

Manner of Shareholders Meeting’s Resolution..................................................4

Article 15.

Proxy Voting.....................................................................................................5

Article 16.

Minutes of Shareholders Meeting......................................................................5

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS.......................................................5
Article 17.

Number of Directors.........................................................................................5

Article 18.

Election of Director..........................................................................................5

Article 19.

Term of Office of Director................................................................................6

Article 20.

Directors with Titles..........................................................................................6

Article 21.

Representative Director.....................................................................................6

Article 22.

Convenor of Board of Directors Meeting and Chairperson................................7

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Article 23.

Notice of Calling of Board of Directors Meeting...............................................7

Article 24.

Manner of Board of Directors’ Resolution.........................................................7

Article 24.2

Omission of Resolution at Board of Directors Meeting......................................7

Article 25.

Minutes of Board of Directors Meeting.............................................................7

Article 26.

Rules for Board of Directors.............................................................................8

Article 27.

Exemption from Director’s Liability for Damages.............................................8

CHAPTER V. COMPANY AUDITORS AND BOARD OF COMPANY AUDITORS....................8
Article 28.

Number of Company Auditors..........................................................................8

Article 29.

Election of Company Auditor............................................................................8

Article 30.

Term of Office of Company Auditor..................................................................9

Article 31.

Full-time Company Auditor..............................................................................9

Article 32.

Convenor of Board of Company Auditors Meeting............................................9

Article 33.

Notice of Calling of Board of Company Auditors Meeting................................9

Article 34.

Manner of Board of Company Auditors’ Resolution........................................10

Article 35.

Rules for Board of Company Auditors............................................................10

Article 36.

Exemption from Company Auditor’s Liability for Damages............................10

CHAPTER V-2. SELF-REGULATORY COMMITTEE..................................................................10
Article 36-2.

Operations by Self-regulatory Committee.......................................................10

Article 36-3.

Appointment of Self-regulatory Committee Members.....................................11

CHAPTER VI. ADVISORY COMMITTEES..................................................................................11
Article 37.

Advisory Committees.....................................................................................11

CHAPTER VII. EXCHANGE FINANCIAL INSTRUMENTS MARKET....................................11
Article 38.

Exchange Financial Instruments Market..........................................................12

Article 39.

Trading Regulations and Brokering Terms......................................................12

Article 40.

Clearing Regulations.......................................................................................12

Article 41.

(Deleted).........................................................................................................12

CHAPTER VIII. INSPECTION AND MEASURES FOR TRADING MEMBERS.......................13
Article 42.

Trading Member’s Compliance with Laws and Regulations............................13

Article 43.

Inspection of Trading Member........................................................................13

Article 44.

Disciplinary Measures on Trading Member.....................................................13

CHAPTER IX. ACCOUNTING......................................................................................................14

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Article 45.

Business Year..................................................................................................14

Article 46.

Year-end Dividends.........................................................................................14

Article 47.

Period for Exclusion from Year-end Dividend.................................................14

SUPPLEMENTARY PROVISIONS.................................................................................................14

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CHAPTER I.
GENERAL PROVISIONS

Article 1.

Company Name

The Exchange shall be called “Kabushiki Kaisha Tokyo Kinyu Torihikijo”(hereinafter called the “Exchange”) and shall be expressed in English as “Tokyo Financial
Exchange Inc.”
Article 2.

Purposes

The purposes of the Exchange shall be to operate any of the following businesses.
(1)

Establishing a financial instruments market which shall mean a market
for conducting securities transactions and market derivatives transactions(the financial instruments market established by the Exchange being
hereinafter called the “Exchange Financial Instruments Market”) andproviding market facilities, publishing market information, and ensuring
fairness of transactions and conducting other operations and services
relevant to the establishment of the Exchange Financial Instruments
Market(2)

Financial instruments obligation assumption business(3)

Any and all operations and services relating to or incidental to each of
the foregoing items

Article 3.

Location of Head Office

The Exchange shall have its head office in Chiyoda-ku, Tokyo.
Article 3-2.

OrgansThe Exchange shall have the Shareholders Meeting and Directors, as well as thefollowing organs.

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(1)Board of Directors(2)Company Auditors(3)

Board of Company Auditors(4)

Accounting auditor(5)

Self-regulatory Committee

Article 4.

Public Notice

All public notices by the Exchange shall be made by electronic public notice ;provided, however, that if the exchange is unable to make a public notice by electronicmeans due to an accident or any other unavoidable reason, it shall be made by publicationon the Official Gazette (Kanpo).

CHAPTER II.
SHARES

Article 5.

Total Number of Authorized Shares

The total number of shares that the Exchange is authorized to issue shall be three
million and four hundred thousand (3,400,000) shares.
Article 6.

Issuance of Share Certificates

The Exchange shall issue share certificates for shares of the Exchange.
Article 7.
7.1

Record Date

The Exchange shall identify the shareholders (which expression includes the

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actual shareholders reported by Japan Securities Depository Center) recorded or entered in
the shareholder registry (which expression includes the registry of actual shareholders
prepared by Japan Securities Depository Center) closed as of March 31 of each calendar
year as being shareholders who are entitled to exercise their rights at the annual
Shareholders Meeting for the business year ending on the said March 31.
7.2
In addition to the provision of Article 7.1 above, the Exchange may, where
necessary, determine an ad hoc record date for identifying voting shareholders by aresolution of the Board of Directors, with a prior public notice.
Article 8.

Restriction on Transfer of Shares

In the event of transfer or acquisition of the Exchange’s shares, the concerned
shareholder or acquirer shall obtain approval from the Board of Directors.
Article 8-2.

Request to Legal Successor, Etc. for Sale of Shares

If any person has acquired the Exchange’s shares due to inheritance or othergeneral succession, the Exchange may request that he/she sell the shares so acquired to the
Exchange.
Article 9.
9.1

Administrator of Shareholder Registry

The Exchange shall appoint an administrator of shareholder registry.

9.2
The administrator of shareholder registry and its place of service shall be
appointed by a resolution of the Board of Directors.
9.3
The Exchange’s shareholder registry shall be kept at the place of service of theadministrator of shareholder registry. The administrator of shareholder registry shall, on
behalf of the Exchange, conduct entries of name changes and other operations relating to
the Exchange’s shares.
Article 10.

Rules for Handling of Shares

Types of share certificates to be issued by the Exchange, and recording or entry inthe shareholder registry, and other operations relating to the Exchange’s shares and their

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handling commissions shall be prescribed by the Rules for Handling of Shares (Kabushiki
Toriatsukai Kisoku) to be established by the Board of Directors, as well as by law or bythese Articles of Incorporation.

CHAPTER III.
SHAREHOLDERS MEETING

Article 11.

Calling of Shareholders Meeting

The annual Shareholders Meeting shall be called within three (3) months after theclose of each business year, and an extraordinary Shareholders Meeting shall be called
where necessary.
Article 12.

Convenor of Shareholders Meeting and Chairperson

12.1
The President of the Exchange shall call and preside over a Shareholders Meetingin accordance with a resolution of the Board of Directors.
12.2
If the President is unable to act as aforesaid, one of other Directors in the orderpredetermined by the Board of Directors shall so act in place of the President.
Article 13.

Internet-based Disclosure and Deemed Disclosure of Reference
Documents for Shareholders Meeting

With respect to the matters that would otherwise be required to be described orindicated in reference documents for a Shareholders Meeting, business reports andfinancial statements on the occasion of calling a Shareholders Meeting, if the Exchange
discloses the information as to those matters by a method utilizing Internet pursuant to theapplicable ordinances prescribed by the Ministry of Justice of Japan, the Exchange shall bedeemed to have provided such information to its shareholders.
Article 14.

Manner of Shareholders Meeting’s Resolution

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Unless otherwise prescribed by law or by these Articles of Incorporation, aresolution of a Shareholders Meeting shall be made by a majority of the votes of theshareholders present at the meeting who are entitled to exercise their votes.
Article 15.

Proxy Voting

15.1
A shareholder may cause another shareholder to exercise his/her voting rights on
his/her behalf as proxy.
15.2
In the case of proxy voting, a shareholder or his/her proxy shall submit adocument evidencing the authority of proxy to the Exchange for each such Shareholders
Meeting.
Article 16.

Minutes of Shareholders Meeting

The summary of the proceedings of a Shareholders Meeting and the results
thereof and other matters prescribed by law shall be reduced into writing or recorded in theminutes, with the signatures, names and seals or electronic signatures affixed thereon by
the chairperson and the Directors present, and such minutes shall be kept at the Exchange’s
head office for ten (10) years.

CHAPTER IV.
DIRECTORS AND BOARD OF DIRECTORS

Article 17.

Number of Directors

The number of Directors shall not exceed eleven(11).
Article 18.

Election of Director

18.1

A Director shall be elected by a resolution of a Shareholders Meeting.

18.2

At least one (1) Director shall be elected at a Shareholders Meeting from the

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experts capable of fair judgment about the operation of financial instruments markets who
do not engage in a full-time commitment in any entity operating services directly relating
to financial instruments business or financial instruments obligation assumption business.
18.3
The Director set forth in Article 18.2 above shall not be allowed to engage in any
entity operating services directly relating to financial instruments business or financial
instruments obligation assumption business during his/her term of office.
18.4
A Director shall be elected by a resolution by a majority of the votes of theshareholders present at the meeting where the shareholders holding a one-third majority ofthe votes of the shareholders who are entitled to exercise their votes are present.
18.5

Cumulative voting shall not be adopted for election of Directors.

Article 19.

Term of Office of Director

19.1
The term of office of a Director shall continue until the conclusion of the annual
Shareholders Meeting for the last business year which ends within two (2) years from thetime of his/her election.
19.2
The term of office of a Director who is elected to fill a vacancy or a newly
increased office shall be the same as the remaining term of office of other Directors then in
office.
Article 20.

Directors with Titles

20.1
The Board of Directors shall appoint a President by its resolution. Where
necessary, the Board of Directors may by its resolution appoint a Chairman of the Board,
one or more Vice Presidents, one or more Senior Managing Directors, and one or moreManaging Directors.
20.2
A full-time Director shall not be allowed to engage in any operations or services
directly relating to financial instruments business or financial instruments obligation
assumption business during his/her term of office.
Article 21.

Representative Director

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21.1

A President shall represent the Exchange as Representative Director.

21.2
In addition to the President, the Board of Directors may by its resolution appoint
one or more Representative Directors from the Directors then in office.
Article 22.
22.1

Convenor of Board of Directors Meeting and Chairperson

The President shall call and preside over a Board of Directors meeting.

22.2
If the President is unable to act as aforesaid, one of the other Directors in theorder predetermined by the Board of Directors shall so act in place of the President.
Article 23.

Notice of Calling of Board of Directors Meeting

23.1
A notice of calling of a Board of Directors meeting shall be dispatched torespective Directors and Company Auditors at least three (3) days prior to the date set forthe meeting; provided, however, that this period may be shortened in an emergency.
23.2
A Board of Directors meeting may be held without taking the aforesaid
procedure, if all the Directors and Company Auditors so agree.
Article 24.

Manner of Board of Directors’ Resolution

A resolution of the Board of Directors shall be made by a majority of the votes of
the Directors present at the meeting.
Article 24-2.

Omission of Resolution at Board of Directors Meeting

If all the Directors who are entitled to vote have approved a specific matter inwriting or by means of electromagnetic record that would otherwise be resolved at a Boardof Directors meeting, the said matter shall be deemed to have been approved by a Board of
Directors’ resolution. However, the foregoing shall not apply when any Company Auditor
expresses an objection.
Article 25.

Minutes of Board of Directors Meeting

The summary of the proceedings of a Board of Directors meeting and the results

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thereof and other matters prescribed by law shall be reduced into writing or recorded in theminutes, with the signatures, names and seals or electronic signatures affixed thereon by
the chairperson and the Directors and Company Auditors present, and such minutes shallbe kept at the Exchange’s head office for ten (10) years.
Article 26.

Rules for Board of Directors

The Board of Directors shall be governed by the Rules for Board of Directors(Torishimariyaku-kai Kisoku) to be established by the Board of Directors, as well as bylaw or by these Articles of Incorporation.
Article 27.

Exemption from Director’s Liability for Damages

27.1
In accordance with Paragraph 1 of Article 426 of the Companies Act, theExchange may exempt a Director (or an ex-Director) from his/her liability for damages as
specified in Paragraph 1 of Article 423 of the Companies Act, to the extent permissible bylaw, by a resolution of the Board of Directors.
27.2
In accordance with Paragraph 1 of Article 427 of the Companies Act, theExchange may enter into an agreement with any outside Director to limit his/her liability
for damages as specified in Paragraph 1 of Article 423 of the Companies Act; provided,
however, that the limitation of liability under the said agreement shall be in the amountprescribed by law.

CHAPTER V.
COMPANY AUDITORS AND BOARD OF COMPANY AUDITORS

Article 28.

Number of Company Auditors

The number of Company Auditors shall not exceed four (4).
Article 29.

Election of Company Auditor

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29.1

A Company Auditor shall be elected by a resolution of a Shareholders Meeting.

29.2
A Company Auditor shall be elected by a resolution by a majority of the votes ofthe shareholders present at the meeting where the shareholders holding a one-third
majority of the votes of the shareholders who are entitled to exercise their votes arepresent.
Article 30.

Term of Office of Company Auditor

30.1
The term of office of a Company Auditor shall continue until the conclusion of
the annual Shareholders Meeting for the last business year which ends within four (4)years from the time of his/her election.
30.2
The term of office of a Company Auditor who is elected to fill a vacancy shall be
the same as his/her predecessor’s remaining term of office.
Article 31.

Full-time Company Auditor

31.1
The Board of Company Auditors shall by its resolution appoint one or more fulltime Company Auditors.
31.2
A full-time Company Auditor shall not be allowed to engage in any operations orservices directly relating to financial instruments business or financial instruments
obligation assumption business during his/her term of office.
Article 32.

Convenor of Board of Company Auditors Meeting

Each Company Auditor shall be entitled to call a Board of Company Auditors
meeting.
Article 33.

Notice of Calling of Board of Company Auditors Meeting

33.1
A notice of calling of a Board of Company Auditors meeting shall be dispatchedto respective Company Auditors at least three (3) days prior to the date set for the meeting;provided, however, that this period may be shortened in an emergency.
33.2

A Board Company Auditors meeting may be held without taking the aforesaid

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procedure, if all the Company Auditors so agree.
Article 34.

Manner of Board of Company Auditors’ Resolution

Unless otherwise prescribed by law, a resolution of a Board of Company Auditors
shall be made by a majority of the votes of all the Company Auditors.
Article 35.

Rules for Board of Company Auditors

The matters concerning the Board of Company Auditors shall be governed by theRules for Board of Company Auditors (Kansayaku-kai Kisoku) to be established by the
Board of Company Auditors.
Article 36.

Exemption from Company Auditor’s Liability for Damages

36.1
In accordance with Paragraph 1 of Article 426 of the Companies Act, theExchange may exempt a Company Auditor (or an ex-Company Auditor) from his/her
liability for damages as specified in Paragraph 1 of Article 423 of the Companies Act, tothe extent permissible by law, by a resolution of the Board of Directors.
36.2
In accordance with Paragraph 1 of Article 427 of the Companies Act, theExchange may enter into an agreement with any outside Company Auditor to limit his/her
liability for damages as specified in Paragraph 1 of Article 423 of the Companies Act;
provided, however, that the limitation of liability under the said agreement shall be in theamount prescribed by law.

CHAPTER V-2.
SELF-REGULATORY COMMITTEE

Article 36-2.

Operations by Self-regulatory Committee

36-2.1 The Self-regulatory Committee shall decide the matters concerning the
Exchange’s self-regulatory operations.

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36-2.2 The Self-regulatory Committee shall be deemed to be authorized by the Board of
Directors to decide the matters concerning the Exchange’s self-regulatory operations.

Article 36-3.

Appointment of Self-regulatory Committee Members

36-3.1 The Self-regulatory Committee shall be composed of three (3) members, and amajority of them shall be appointed from the outside Directors then in office.
36-3.2 The members of the Self-regulatory Committee shall be appointed from the
Directors then in office by a resolution of the Board of Directors.

CHAPTER VI.
ADVISORY COMMITTEES

Article 37.
37.1

Advisory Committees

The Exchange shall establish advisory committees.

37.2
An advisory committee may express its opinions on important matters relating tothe operation of the Exchange Financial Instruments Market, either in response to arequest for advice by the Board of Directors or toward the Board of Directors at thecommittee’s own discretion.
37.3
The structure, the procedures for committee meetings and other matters necessary
for the operation of an advisory committee shall be prescribed by the Rules for Advisory
Committees (Shimon Iinkai Kisoku) to be established by the Board of Directors.

CHAPTER VII.
EXCHANGE FINANCIAL INSTRUMENTS MARKET
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Article 38.

Exchange Financial Instruments Market

38.1
On the Exchange Financial Instruments Market, securities transactions andmarket derivatives transactions shall be conducted.
38.2
The Exchange Financial Instruments Market shall be operated in such a way toensure fair and efficient securities transactions and market derivatives transactions andcontribute to the protection of customers and investors.
Article 39.

Trading Regulations and Brokering Terms

39.1
The matters necessary for securities transactions and market derivatives
transactions on the Exchange Financial Instruments Market shall be specified in the
Trading Regulations (Gyomu Kitei).
39.2
The matters necessary for contracts relating to brokerage service undertaken by
the Exchange’s Trading Members with respect to securities transactions and market
derivatives transactions on the Exchange Financial Instruments Market shall be specified
in the Brokering Terms (Jutaku Keiyaku Junsoku).
39.3
In addition to those set forth in Articles 39.1 and 39.2 above, the Exchange may
prescribe any regulations or rules necessary for the operation of the Exchange Financial
Instruments Market.
Article 40.

Clearing Regulations

40.1
The matters necessary for financial instruments obligation assumption businessconducted by the Exchange shall be specified in the Clearing Regulations (Gyomu
Hohosho).
40.2
In addition to those set forth in Article 40.1 above, the Exchange may prescribe
any regulations or rules necessary for clearing for securities transactions and market
derivatives transactions.
Article 41.

(Deleted)

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CHAPTER VIII.
INSPECTION AND DISCIPLINARY MEASURESFOR TRADING MEMBERS
Article 42.

Trading Member’s Compliance with Laws and Regulations

A Trading Member shall comply with the Financial Instruments and Exchange
Act and the laws and ordinances relevant thereto (hereinafter collectively called the “Acts”
in this Chapter VIII), dispositions effected by the competent administrative authorities
pursuant to the Acts, the Exchange’s Articles of Incorporation, Trading Regulations,
Brokering Terms and other applicable regulations or rules (hereinafter collectively called
the “Exchange’s Regulations” in this Chapter VIII) and the just, and equitable principle oftrading.
Article 43.

Inspection of Trading Member

In the case where the Exchange inspects the actual state of an Trading Member’s
compliance with the Acts, dispositions effected by the competent administrative authorities
pursuant to the Acts, the Exchange’s Regulations, or the just and equitable principle oftrading, or in any other case prescribed by the Exchange’s Regulations, the Exchange may
carry out necessary inspections in accordance with the Acts, the dispositions, or the
Exchange’s Regulations, as applicable.
Article 44.

Disciplinary Measures on Trading Member

If a Trading Member violates any of the Acts, dispositions effected by thecompetent administrative authorities pursuant to the Acts, or the Exchange’s Regulations
or commits an act infringing the just and equitable principle of trading, or falls under anyof the punishable events set forth in the Exchange’s Regulations, the Exchange may
impose fines, suspension from or restriction on securities transactions and market
derivatives transactions on the Exchange Financial Instruments Market, disqualificationfrom membership, or any other disciplinary measure in accordance with the Acts, thedispositions, or the Exchange’s Regulations, as applicable.

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CHAPTER IX.
ACCOUNTING

Article 45.

Business YearThe business year of the Exchange shall be from April 1 of each calendar year to
March 31 of the subsequent calendar year.
Article 46.

Year-end Dividends

The Exchange shall distribute year-end surplus by means of monetary payment(hereinafter called “year-end dividend”) to the shareholders and registered pledgees ofshares entered or recorded in the shareholder registry closed as of March 31 of eachcalendar year.
Article 47.

Period for Exclusion from Year-end Dividends

47.1
The Exchange shall have no obligation to pay any year-end dividend that hasremained unclaimed for a period of three (3) years after the payment due date.
47.2

No interest shall accrue on year-end dividends set forth in Article 47.1 above.

SUPPLEMENTARY PROVISIONS
These amended regulations shall take effect as from June 22, 2011

SUPPLEMENTARY PROVISIONS
These amended regulations shall take effect as from July 19, 2019.

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