Translation
This document has been translated from the Japanese original for reference
purposes only. In the event of any discrepancy between this translated document
and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.

ARTICLES OF INCORPORATIONCHAPTER Ⅰ

GENERAL PROVIS IONS

(Corporate Name)
Article 1.

The corporate name of the Company shall be "Kabushiki Kaisha

Daiwa Shoken Group Honsha".
2.

It shall be indicated in English as "Daiwa Securities Group Inc".

(Purposes)
Article 2.

The purposes of the Company shall be to hold shares or equit yinterests of companies engaging in the following business and sharesor equit y interests of foreign companies engaging in the business
equivalent thereto, and thereby control and manage the businessactivities of these companies:（ 1） To do financial instruments and exchange business as provided
for under the Financial Instruments and Exchange Act;（ 2） To do business relating to finance including, but not limited to,banking business as provided for under the Banking Act, in
addition to the business in the foregoing item;（ 3） To do research and investigation into economies and financial
and capital markets in domestic and foreign markets, and to be
entrusted with such research and investigation;（ 4） To be entrusted with calculation servi ce by using a computer;（ 5） To develop and sell software;（ 6） To do the business of sale, purchase and lease of real estate andtheir brokerage;
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Daiwa Securities Group Inc.

（ 7） To do money lending business as provided for under the Money
Lending Business Act;（ 8） To do trust business a s provided for under the Trust BusinessAct;（ 9） To do the business of offering life insurance contracts and toengage in the non -life insurance agency business;（ 10） To do securities handling and administration business;（ 11） To do business relating to publi shing, advertisement agency,
broadcasting, and other information services;（ 12） To do business relating to education and culture ; and（ 13） To do business relating to social infrastructure .
（ 14） To do business holding shares or equit y interests of companies
engaging in each business captioned above and shares or equit yinterests of foreign companies engaging in the business equivalent
thereto, and thereby control and manage the business activity ofthese companies;
2.

The Company may engage in any and all bus iness incidental or relating
to any of the business in the foregoing paragraph.

(Location of Head Office)
Article 3.

The head office of the Company shall be located in Chi yoda -ku,

Tokyo.

(Method of Public Notices)
Article 4.

The method of public notic es of the Company shall be electroni cpublic notices; provided that if the Company is unable to give anelectronic

publicnoticebecauseofan

accident

or

any

other

unavoidable reason, public notices of the Company may be given in the
Nihon Keizai Shimbun.

CHAPTER ⅡSHARES(Total Authorized Shares)
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Daiwa Securities Group Inc.

Article 5.

The total number of shares of the Company authorized to be issued
by the Company shall be four billion (4,000,000,000) shares and thetotal number of shares of each class of share which the Company isauthorized to issue shall be as set forth below:
Common shares:

4,000,000,000 sharesClass 1 preferred shares:

100,000,000 sharesClass 2 preferred shares:

100,000,000 sharesClass 3 preferred shares:

100,000,000 shares(Number of Shares Constituting One Unit of Shares)
Article 6.

One unit of shares of the Company shall consist of one hundred(100) shares with respect to the common shares and each class ofpreferred share, respectivel y．

(Rights Pertaining to Shares Constituting Less than One Unit)
Article 7.

Any shareholder of the Company shall not exercise any rightpertaining to shares which do not constitute one unit of the shares
he/she has except for the following rights:（ 1） a request for the repurchase of shares constituting less than one
unit and other rights granted by the items listed in Article 189,
Paragraph 2 of the Companies Act.
（ 2） a right to make a request pursuant to Article 166, Paragraph 1 of
the Companies Act .
（ 3） a right to be allotted offered shares or offered stock acquisitionrights in proportion to the number of shares owned by ashareholder.
（ 4） a right to make a request pursuant to the following Article.

(Request to Buy up to One Unit of Shares)
Article 8.

A shareholder holding shares constituting less than one unit may

request the Company to sell to the shareholder such amount of sharesthat will, when added together with the shares constituting less than
one unit, constitute one unit.

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Daiwa Securities Group Inc.

(Share Handling Regulati ons)
Article 9.

The business relating to shares of the Company shall, except asprovided in the applicable provisions set forth herein or any applicablelaws, be governed by the Share Handling Regulations established by
the Board of Directors .

(Administrator of the Company’s Shareholders’ Register)
Article 10.

The Company shall have an Administrator of the Company’s

Shareholders’ Register.
2.

The Company shall cause the Administrator of the Company’s
Shareholders’ Register to handle the business relati ng to the Registerof Shareholders and the Register of Stock Acquisition Rights, and theCompany shall not handle the above business directl y.

3.

The Register of Shareholders and the Register of Stock Acquisition
Rights shall be kept at the handling offic e of the Administrator of theCompany’s Shareholders’ Register.

4.

Such Administrator of the Company’s Shareholders’ Register and its
handling office or offices shall be appointed or designated by the
Executive Officer and public notice thereof shall be g iven accordingl y.

CHAPTER Ⅲ

PREFERRED SHARES(Preferred Dividends)
Article 11.

The Company shall, fixing March 31 as the record date pursuant

to Article 53, Paragraph 1 herein, distribute cash dividends fromsurplus on preferred shares (“Preferred Dividends”) in such respective
amount as prescribed below to holders of preferred shares (“Preferred
Shareholders”) or registered pledgees of preferred shares (“Registered
Pledgees of Preferred Shares”), in priorit y to holders of commonshares (“Common Shareholders”) and registered pled gees of commonshares (“Registered Pledgees of Common Shares”); provided, however,
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Daiwa Securities Group Inc.

that in the case that Preferred Interim Dividends defined in Article 12
herein have been paid, full y or partiall y, during the business year towhich that record date belongs , the amount of Preferred Interim
Dividends shall be deducted from the total amount of Preferred
Dividends.
Amount per preferred share calculated by multipl ying the amountequivalent to subscription money per share by the annual
dividend rate specified in a resolution of the Board of Directors
or a determination by Executive Officer(s) under authorities
delegated by a resolution of the Board of Directors (“Resolutionof the Board of Directors etc.”) prior to the issuance of eachclass of preferred share, w hich rate shall not exceed ten (10)percent.
2.

If the aggregate amount paid to Preferred Shareholders or Registered
Pledgees of Preferred Shares as cash dividends from surplus in any
particular business year is less than the relevant Preferred Dividends ,the unpaid amount shall not be accumulated in subsequent business
year.

3.

The Company shall not distribute any dividend from surplus to an yPreferred Shareholder or Registered Pledgee of Preferred Shares inexcess of the relevant Preferred Dividends; p rovided, however, that
this shall not appl y to distributions from surplus in the process of an
Absorption-t ype Company Split ( kyushu-bunkatsu) pursuant to Article
758, Item 8(b) or Article 760, Item 7(b) of the Companies Act, or the
distribution from surpl us in the process of a Incorporation -t ype
Company Split ( shinsetsu-bunkatsu) pursuant to Article 763, Item
12(b) or Article 765, Paragraph 1, Item 8(b) of that Act.

(Preferred Interim Dividends)
Article 12.

In relation to the interim dividends of the Com pany as of the５

Daiwa Securities Group Inc.

record date of September 30 of each year as specified in Article 53,
Paragraph 2 herein, the Company shall distribute cash dividends fromsurplus to Preferred Shareholders or Registered Pledgees of Preferred
Shares in priorit y to Common Shar eholders and Registered Pledgees ofCommon Shares in the amount specified in a Resolution of the Boardof Directors etc. prior to the issuance of each class of preferred share(“Preferred Interim Dividends”), which amount shall not exceed half of
the amount specified in Article 11, Paragraph 1 herein.
(Distribution of Residual Assets)
Article 13.

In the case that the Company distributes its residual assets, theCompany shall pay cash to the Preferred Shareholders or Registered
Pledgees of Preferred Shares in priorit y to the Common Shareholders
and Registered Pledgees of Common Shares in the amountasprescribed below.
Amount per share specified in a Resolution of the Board of
Directors etc. prior to the issuance of each class of preferredshare, given the amount equivalent to subscription money pershare.
2.

The Company shall not make distribution of residual assets to thePreferred Shareholders or Registered Pledgees of Preferred Shares
other than as provided for in the preceding paragraph.

(Voting Rights)
Article 14.

No Preferred Shareholder may exercise voting rights on any

matters at General Meetings of Shareholders; provided, however, that(i) in the case that Article 52 herein is effective and the Board of
Directors under Article 436, Paragraph 3 of the Companies Act did
not resolve the distribution of Preferred Dividends in full, from thattime, (ii) in the case that Article 52 is not effective and a Bill that the６

Daiwa Securities Group Inc.

Company would distribute Preferred Dividends in full was not
submitted to an Ordinar y General Meeting of Shareholders, from thecommencement of the Ordinary General Meeting of Shareholders, (iii)in the case that a Bill that the Company would distribute Preferred
Dividends in full was not resolved by an Ordinary General Meeting of
Shareholders, from the end of that Ordinary General Meeting of
Shareholders, Preferred Shareholders will be able to exercise voting
rights until the resolution of the Board of Directors specified in
Article 52 herein or an Ordinary General Meeting of Shareholders
which approve the distribution of Preferred Dividends in full.
(Consolidation or Split of Preferred Shares, Allotment of Shares without
Contribution, Rights for Allotment of Shares for Subscription, etc.)
Article 15.

The Company shall not consolidate or split any preferred sharesand shall not allot any shares without contribution to the Preferred
Shareholders.
2.

The Company shall not grant to the Preferred Shareholders any rights
for allotment of shares for subscription, any share acquisition rights
for subscription, any rights for allotment of bonds with shareacquisition right or share acquisition rights for subscription which isable to be split and transferred and any rights for allotment of bonds,
and the Company shall not allot any share acquisit ion rights without
contribution to the Preferred Shareholders.

(Right to Demand Acquisition of Preferred Shares in Exchange for Common
Shares)
Article 16 ．

Any Class 1 Preferred Shareholder and Class 2 Preferred

Shareholder may demand the Company, during t he period that such
Preferred Shareholder is entitled to demand the acquisition as specified
in a Resolution of the Board of Directors etc. prior to the issuance of７

Daiwa Securities Group Inc.

each class of preferred share (the “Period to Demand Acquisition”), toacquire his/her pref erred shares in exchange for delivering commonshares whose number of shares shall be determined by such Resolutionof the Board of Directors etc. Other conditions of acquisition are
specified in a Resolution of the Board of Directors etc. prior to theissuance of each class of preferred share.
2.

In the case that the calculation of the number of common shares to bedelivered in exchange for the Company's acquisition of such preferredshares includes a fraction less than one (1) share, that fraction shall behandled pursuant to Article 167, Paragraph 3 of the Companies Act.

(Provisions for Redemption of Preferred Shares in Exchange for Cash)
Article 17．

With respect to Class 1 preferred shares and Class 3 preferredshares, the Company may redeem in whole or in part those preferredshares in exchange for cash acquiring price, which shall be determinedby a Resolution of the Board of Directors etc. prior to the issuance ofeach class of preferred share, upon the arrival of the date which shallbe after the time determined by a Resolution of the Board of Directors
etc. prior to the issuance of each class of preferred share and whichshall be sepa ratel y specified in another Resolution of the Board of
Directors etc.
2.

In the case that the Company redeems a part of either class of preferredshares pursuant to the preceding paragraph, such redemption shall bemade by means of a lottery or pro rata a llocation.

(Blanket Redemption)
Article 18 ．

On the day following the last day of the Period to Demand

Acquisition, the Company shall redeem all Class 1 preferred shares andClass 2 preferred shares which have not been acquired by the Compan yduring the P eriod to Demand Acquisition. In this case, the Company
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Daiwa Securities Group Inc.

shall deliver its common shares to such Preferred Shareholder inexchange for the Company's redemption of such preferred shares. The
number of common shares to be delivered shall be equivalent to thenumber of preferred shares held by each Preferred Shareholder
multiplied by the amount equivalent to subscription money per share
divided by the market price of the Company's common shares. The
details of such redemption shall be specified in a Resolution o f theBoard of Directors etc. prior to the issuance of each class of preferredshare. That resolution may specify the method to calculate an upper
limit to the number of common shares to be delivered.
2.

After the issuance of each preferred share, the Com pany shall redeem
in whole such preferred shares as of the date indicated below in thecase that certain events, which shall be specified in a Resolution of theBoard of Directors etc. prior to the issuance of each class of preferredshare, occur. Such events include the event in which a supervisoryagency(oranequivalentbody)

determines

that

a

write -down,

conversion to common shares, capital injection by a public institution
or other equivalent action is necessary for the Company to continue its
business activit y. The date that the Company redeems preferred sharesis either of a date which a Resolution of the Board of Directors etc.
separatel y specifies after such certain event occurs, or a certain date
which is after such certain event occurs and which date is separatel yspecified in a Resolution of the Board of Directors etc. prior to theissuance of each class of preferred share, considering, for instance, theregulation for capital adequacy ratio which is applied to the Company.
The Company shall deli ver its common shares to each relevant
Preferred Shareholder in exchange for such preferred shares or shallredeem its preferred shares without contribution from each relevant
Preferred Shareholder, and whether such redemption shall be made in
exchangeforcommonshares９orwithout

contribution

shall

Daiwa Securities Group Inc.

be

determined by a Resolution of the Board of Directors etc. prior to theissuance of each class of preferred share, considering, for instance, themarket condition. In the case that the Company shall deliver it scommon shares to each relevant Preferred Shareholder, the calculation
method of the number of common shares in exchange for suchpreferred shares is specified in a Resolution of the Board of Directors
etc. prior to the issuance of each class of preferred share, considering
themarket

value

of

the

Company’scommonsharesandthesubscription price of the preferred shares etc.
3.

Pursuant to the preceding two paragraphs, in the case that the numberof common shares includes a fraction less than one (1) sha re, thatfraction shall be handled pursuant to Article 234 of the Companies Act.

(Order of Priorit y)
Article 19．

All classes of preferred share issued by the Company shall bepari passu in respect of the payment of Preferred Dividends, PreferredInterim Dividends and the distribution of residual assets.

CHAPTER Ⅳ GENERAL MEETINGS OF SHAREHOLDERS(Ordinary General Meeting and Extraordinary General Meeting)
Article 20.

An Ordinary General Meeting of Shareholders of the Company

shall be convened and held within three (3) months after the da yfollowing the end of each business year, and an Extraordinary General
Meeting of Shareholders may be convened whenever necessary.

(Record Date of Ordinary General Meeting of Shareholders)
Article 21.

The Company shall deem those shareholders whose names appear

are logged in the Register of Shareholders on March 31 of each year as
shareholders entitled to exercise their rights at the Ordinary General
Meeting of Shareholders.
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(Chairman of Meetings)
Article 22.

The Director who is concurrentl y in office as the President andExecutive Officer shall convene a General Meeting of Shareholders
upon resolutions of the meetings of the Board of Directors and shallact as chairman thereat.
2.

In the event that the office of Director who is concurrently in office as
the President and Executive Officer is vacant or he/she fails or isunable to act, one of the other Directors shall act in his/her place inaccordance with the order fixed in advance by the Board of Directors.

(Measures for Electronic Provision, Etc. )Article 23.

When convening a General Meeting of Shareholders, the Company

shall provide information contained in reference documents, etc. for
the General Meeting of Shareholders electronicall y.
2.

Among the matters to be provided electronicall y, the Company ma ychoose not to include all or part of the matters stipulated in the
Ministry of Justice Ordinance in the paper copy to be sent toshareholders who have requested it by the record date for voting rights.

(How to Adopt Resolutions at General Meeting of Shareholders )Article 24.

Unless otherwise provided by law or by t hese Articles ofIncorporation, all resolutions at a General Meeting of Shareholders
shall be adopted by a majorit y of the voting rights of the attending
shareholders who are entitled to exercise their voting rights.
2.

Resolutions at a General Meeting of Shareholders to be adopted as set
forth in Article 309, Paragraph 2 of the Companies Act shall be madeby a vote of two-thirds (2/3) or more of the voting rights owned by theattending shareholders who hold one -third (1/3) or more of the voting
rights of shareholders who are entitled to exercise their voting rights.

(Exercise of Voting Rights by Prox y)
Article 25.

A shareholder of the Company may exercise his/her voting rights

by prox y who shall be one (1) of the shareholders of the Company whois entitled to vote at a General Meeting of Shareholders.
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(General Meetings of Class Shareholders)
Article 26.

The provision of Article 21 herein shall appl y mutatis mutandis to

the General Meetings of Class Shareholders.
2.

The provisions of Articles 22, 23, Ar ticle 24, Paragraph 1 and Article
25 herein shall apply mutatis mutandis to the General Meetings ofClass Shareholders.

3.

The provision of Article 24, Paragraph 2 herein shall appl y mutatis
mutandistoanyresolution

of

the

GeneralMeetings

of

Class

Shareholders under Article 324, Paragraph 2 of the Companies Act.

CHAPTER Ⅴ

DIRECTORS AND BOARD OF DIRECTORS(Establishment of t he Board of Directors)
Article 27.

The Company shall have a Board of Directors.

(Number of Directors)
Article 28.

The Company shall have twent y (20) or less Directors.

(Election of Directors)
Article 29.

Directors shall be elected by a resolution at a General Meeting of

Shareholders.
2.

Election referred to in the preceding paragraph shall be made by amajorit y vote of the vo ting rights owned by the attending shareholders
representing

one -third

(1/3)

or

more

of

the

votingrightsofshareholders who are entitled to exercise their voting rights.
3.

Election of Directors shall not be conducted by cumulative voting.

(Term of Office of Directors)
Article 30.

The term of office of a Director shall expire upon conclusion of theOrdinary General Meeting of Shareholders for the last business year
ending within one (1) year after his/her election.

(Chairman of the Board and Deput y Ch airman of the Board)
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Article 31.

The Board of Directors, by its resolution , shall appoint one (1)Chairman of the Board of Directors and may appoint one or more
Deput y Chairm en of the Board of Directors from among its members.

(Convocation of the Meetin g of the Board of Directors)
Article 32.

The Chairman of the Board of Directors may convene a meeting of

the Board of Directors, and notice thereof shall be given to each
Director at least three (3) days prior to the date set for such meeting.
Provided th at such period of notice may be shortened in the case ofurgency.
2.

A meeting of the Board of Directors may be held without following theconvocation procedure if all Directors consent thereto.

(Method of Resolutions at Meeting of the Board of Directors )Article 33.

Resolutions at a meeting of the Board of Directors shall be adopted

by a majorit y of the Directors present, the quorum being a majorit y of
the Directors in office who are entitled to vote.
2.

The Company shall deem that a resolution of the Board of Directors
has been adopted if the requirements stipulated by Article 370 of theCompanies Act have been fulfilled.

(Regulations of the Board of Directors)
Article 34.

Matters concerning the Board of Directors shall be governed by theRegulations of the Board of Directors established by the Board of
Directors, unless otherwise provided by laws and regulations or these
Articles of Incorporation.

(Remuneration for Directors)
Article 35.

Remuneration, bonuses and other profit s to be paid by theCompany

asconsideration

forexecutionofduties(hereinafter“Remuneration”) to Directors shall be determined by a resolution of
the Compensation Committee.

(Exemption of Directors’ Liabilit y)
Article 36.

Pursuant to the provisions of Article 426, Paragraph 1 of the
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Daiwa Securities Group Inc.

Companies Act , the Company may exempt Directors (including former
Directors) through a resolution of the Board of Directors fromliabilities stipulated under Article 423, Paragraph 1 of the Companies
Act to the extent permitted by laws and regul ations.
2.

Pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Company may enter into agreements with Outside
Directors that limit their liabilit y for acts set forth under Article 423,
Paragraph 1 of the Companies Act. Provided, however, that the limit of
the liabilit y under such agreements shall be the greater of thefollowing amounts: an amount determined in advance that is ten (10)million yen or more; or the total of the amounts stipulated under theitems in Article 425 , Paragraph 1 of the Companies Act.

(Establishment of Committees)
Article 37.

The Company shall have a Nominating Committee, an Audit

Committee, and a Compensation Committee .
2.

Each committee shall be composed of three (3) or more committee
members, of whi ch the majorit y shall be Outside Directors. Committee
members of the Audit Committee may not serve concurrentl y as
Executive Officers or Directors engaged in executing the operations of
the Company or any of its subsidiaries, or account ing advisors or
managers or other employees of the subsidiaries of the Company.

3.

Committee members of each committee shall be elected by resolutionof the Board of Directors from among the Directors.

(Other Matters Relating to Committees)
Article 38.

Matters relating to the authorit y of each committee and its

operations shall be governed by laws and regulations or by these
Articles of Incorporation, and the Regulations of the Board of
Directors and of the respective committees, which have been adopted
by resolution of the Board of Directors and committees, respectivel y.

CHAPTER ⅥEXECUTIVE OFFICERS

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Daiwa Securities Group Inc.

(Number of Executive Officers)
Article 39.

The Company shall have thirt y (30) or less Executive Officers.

(Election and Removal of Executive Officers)
Article 40.

Executive Officers shall be elected and removed by resolution of

the Board of Directors.

(Relationships Among Executive Officers)
Article 41.

When there are two (2) or more Executive Officers, mattersconcerning relationships among such officers, including divisions ofoperational responsibilit y and reporting lines, sha ll be determined byresolution of the Board of Directors.

(Terms of Office of Executive Officers)
Article 42.

The terms of office of Executive Officers shall expire uponconclusion of the first meeting of the Board of Directors that isconvened following the conclusion of the Ordinary General Meeting of
Shareholders for the last business year ending within one (1) year after
his/her election.

(Representative Executive Officers)
Article 43.

Executive Officers with the authorit y to represent the Company

shall be appointed by resolution of the Board of Directors.

(Executive Officers with Title s)
Article 44.

The Board of Directors, by its resolution , shall appoint one (1)President and may appoint one or more Deput y President s, Senior
Executive Managing Directors and Executive Managing Directors fromamong Executive Officers.

(Remuneration for Executive Officers)
Article 45.

Remuneration to be paid to Executive Officers shall be determinedby resolution of the Compensation Committee.
2.

In case that an Executive Officer serves concurrentl y as a manager orother employee of the Company, Remuneration for such manager or
１５Daiwa Securities Group Inc.

employee shall be determined as set forth in the preceding paragraphherein.
(Exemption of Executive Officers’ Liability)
Article 46.

In accordance with the provisions of Article 426, Paragraph 1 of

the Companies Act , the Company may exempt Executive Officers(including former Executive Officers) through a resolution of theBoard of Directors from liabilities stipulated under Article 423 ,Paragraph 1 of the Companies Act to the extent permitted by laws andregulations.

CHAPTER Ⅶ

ACCOUNTING AUDITORS(Accounting Auditors)
Article 47.

The Company shall have Accounting Auditors.

(Election of Accounting Auditors)
Article 48.

Accounting Auditors shall be elected by a resolution at a General

Meeting of Shareholders.

(Term of Office of Accounting Auditors)
Article 49.

The term of office of an Accounting Auditor shall expire uponconclusion of the Ordinary General Meeting of Shareholders for thelast business year ending within one (1) year after its election.
2.

Unless otherwise decided at the Ordinary General Meeting of
Shareholders in the preceding paragraph, the Accounting Auditor shallbe deemed to be re -elected.

(Remuneration for Accounting Auditor)
Article 50.

Remuneration to be paid to an Accounting Auditor shall be

determined by Representative Executive Officers with the consent of
the Audit Committee.

１６Daiwa Securities Group Inc.

CHAPTER ⅧACCOUNTING(Business Year)
Article 51.

The business year of the Company shall begin on April 1 of eachyear and end on March 31 of the following year.

(Dividends from Surplus)
Article 52.

The Company may determine the matters provided for in each itemof Article 459, Paragraph 1 of the Companies Act by a resolution of
the Board of Directors without a resolution of the General Meeting of
Shareholders unless o therwise provided by laws and regulations.

(Record Date for Dividends from Surplus)
Article 53.

Year-end dividends of the Company may be paid to shareholders or

their registered pledgees whose names are logged in the Register of
Shareholders as of March 31 of each year.
2.

Interim dividends of the Company may be paid to shareholders or theirregistered pledgees whose names are logged in the Register of
Shareholders as of September 30 of each year.

3.

The Company may, without pre judice to the preceding two paragraphs,
declare other record dates for dividends.

(Prescription Period of Dividends)
Article 54.

The Company shall be released from its obligation to pay any cash

as dividends from surplus which has remained unreceived for morethan five (5) years after the date on which the Company offered to pa y
the dividends.

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Daiwa Securities Group Inc.