Daiwa Securities : Notice Regarding Approval to Become a Major Shareholder of Aozora Bank

June 7, 2024

To whom it may concern

Daiwa Securities Group Inc.

Akihiko Ogino, President and CEO

(Securities Code: 8601 TSE Prime and NSE Premiere)

Notice Regarding Approval to Become a Major Shareholder of Aozora Bank

As described in "Notice Regarding the Capital and Business Alliance of Daiwa Securities Group Inc. and Aozora Bank, Ltd.," published May 13, 2024, and related press releases, Daiwa Securities Group Inc. (hereinafter "the Company") has entered into a capital and business alliance agreement with Aozora Bank, Ltd. (Head Office: Chiyoda-ku, Tokyo; President and CEO: Hideto Oomi; "Aozora Bank"). Concurrently with the conclusion of this agreement, the Company will acquire common shares of Aozora Bank through underwriting a third party allotment of new shares to be implemented by Aozora Bank (the "Third Party Allotment"). The Company hereby offers notice that it has obtained the approval of the Financial Services Agency (FSA) to become a major shareholder of Aozora Bank under the provisions of Article 52-9 (1) of the Banking Act.

1. Overview of Aozora Bank

Trade name	Aozora Bank, Ltd.
Address	6-1-1 Kojimachi, Chiyoda-ku, Tokyo
Name and title of	Hideto Oomi, President and CEO
Representative
Business	Banking services
Capital	¥100 billion
Date established	April 1, 1957

Consolidated business achievements and financial status of applicable company for the last 3 years

Fiscal terms	Fiscal year ended	Fiscal year ended	Fiscal year ended
March 31, 2022	March 31, 2023	March 31, 2024
Consolidated net assets	¥487,265 million	¥431,119 million	¥391,078 million
Consolidated total assets	¥6,728,653 million	¥7,184,070 million	¥7,603,002 million
Consolidated net assets per	¥4,222.79	¥3,751.95	¥3,285.94
share
Consolidated ordinary	¥134,737 million	¥183,292 million	¥246,299 million
income
Consolidated ordinary profit	¥46,294 million	¥7,356 million	¥-54,816 million
Net income attributable to	¥35,004 million	¥8,719 million	¥-49,904 million
owners of the parent
Consolidated net income per	¥299.81	¥74.67	¥-427.22
share
Dividend per share	¥149.00	¥154.00	¥76.00

2. Details of Investment by the Company

(1) Type and number of shares to be acquired	21,500,000 common shares
(2)	Price per share acquired	¥2,415.5 per share
(3) Amount of investment	¥51,933,250,000
(4)	Share of voting rights after investment	15.58%

(Note) Share of voting rights after investment is calculated based on the total number of voting rights of all

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May 13, 2024 (Monday)

July 1, 2024 (Monday) (Planned)

shareholders of Aozora Bank as of March 31, 2024 (1,165,303 voting rights), plus the number of voting rights created by the Third Party Allotment (215,000 voting rights), resulting in a total of 1,380,303 voting rights.

3. Schedule

Date of the execution of the Capital and Business Alliance Agreement

Date of payment of the Third Party

Allotment

(Note) The Third Party Allotment is subject to the effectuation of a Securities Registration Statement in accordance with the Financial Instruments and Exchange Act for the Third Party Allotment, the permissions and approvals, etc., from the relevant authorities necessary for the Third Party Allotment in accordance with applicable laws, etc. (including the approval of Daiwa Securities Group Inc. as a major shareholder of the bank pursuant to Article 52-9, Paragraph 1 of the Banking Act), and other conditions precedent agreed in the Capital and Business Alliance Agreement. The payment for the Third Party Allotment is scheduled to be made on July 1, 2024, as mentioned above, based on the approval as a major shareholder of the bank obtained today.

4. Impact on the Business Results of the Company

After the capital and business alliance, Aozora Bank will become an equity-method affiliate of the Company. The impact of the capital and business alliance on the business performance of the Company is currently under scrutiny and will be disclosed promptly if it is determined to have a significant impact as the two companies discuss the details of the business alliance. In addition, the Company believes that the capital and business alliance will contribute to improving the Company's business performance and corporate value over the medium to long term.

5. Future Outlook (for reference)

As described in "Notice Regarding the Capital and Business Alliance of Daiwa Securities Group Inc. and Aozora Bank, Ltd.," published May 13, 2024, the Company and Aozora Bank have agreed to collaborate on

1. wealth management, (ii) real estate related business, (iii) M&A, and (iv) growth company support, based on the Capital and Business Alliance Agreement. The two companies will continue to build their cooperative framework going forward.

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