1.Purpose

The Company has hereby established the Policy for Control over Conflict of Interest (hereinafter, the "Policy") in order to stipulate basic matters for achieving orderly development of "Organizational System to Control Conflict of Interest" in the Company and the parent financial institution, etc. (hereinafter, collectively, the "Group Companies") within the meaning of the Financial Instruments and Exchange Law.
Pursuant to the provisions of laws and ordinances, the Company hereby announces the overview of the Policy.

2.Scope of Parent Financial Institutions

The scope of the parent financial institutions, etc. with respect to which the Company controls conflict of interest is as per the Attached Table.

3.Types of Transactions Possibly Causing a Conflict of Interest and Specific Examples

（1）Types of Transactions Possibly Causing a Conflict of Interest

The following transactions are considered to be "transactions possibly causing a conflict of interest." However, they are merely the criteria for judgment of existence or non-existence of "transactions possibly causing a conflict of interest." It does not mean that a transaction falling under this category is automatically a "transaction possibly causing a conflict of interest." It should also be noted that there may be future additions/revisions.

1. Instances where a conflict of interest occurs between the Group Companies and the customers of the Company.
2. Instances where a conflict of interest occurs between the customers of the Group Companies and the customers of the Company.
3. Instances which are similar to the preceding two and other instances where a customer’s interest is unreasonably impaired.

In making judgment on existence or non-existence of a conflict of interest regarding a particular transaction, the Company will comprehensively take into account various factors, such as possible impacts on the reputation of the relevant Group Company, etc.

(2)Specific Examples

The following transactions and those which are similar to these are examples of "transactions possibly causing a conflict of interest."

1. Specific examples of Item 1 of the preceding Paragraph

1. (i) Providing advisory services, etc. for fundraising or M&A to a customer who is the counterparty to or competing with a Group Company considering investment or sale to be made in relation to a proprietary investment.
2. (ii) While on the one hand providing advisory services, etc. for underwriting or issuance of securities to a customer of the Company and, on the other hand recommending deals of the subject securities to another customer of the Company.
3. (iii) Providing advisory services for fundraising or M&A to the Company’s customer who is opposing to or competing with another customer of the Company.
4. (iv) While on the one hand providing advisory services for fundraising or M&A to a customer of the Company and, on the other hand making a proprietary investment in the same customer, purchasing properties from the customer, and so forth.
5. (v) Being involved in any way, through proprietary trading, participation in underwriting, etc., in securities for which the Company was placed an order to buy or sell from a customer of the Company.
6. (vi) Doing proprietary trading for certain securities, in knowledge of potential information about a customer of the Company in relation to the relevant securities.
7. (vii) Internalizing a deal when a wide range of services are being provided.
8. (viii) Recommending or selling to customers securities that were issued or organized by interested parties or doing so when the Company is granting back-up financing.
9. (ix) Making profits for the Group Companies, by using, against the customer’s wish, information on deals.

2. Specific examples of Item 2 of the preceding Paragraph

1. (i) Providing advisory services for fundraising or M&A to several customers involved in deals having competitive or opposing relationships.
2. (ii) Making profits for a customer of another Group Companies, by using, against the wish of the Company’s customer, information on deals.

4.Method of Control over Transactions Possibly Causing a Conflict of Interest

When any transaction is judged to fall under the subject category, the Company will make its best effort to ensure customer’s protection by adopting any of the following or other alternatives or a set of two or more alternatives.

1. Separate the Group conducting the subject transaction and the Group conducting the transaction with the relevant customer.
2. Change the terms and conditions or method of the subject transaction or the transaction with the relevant customer.
3. Cancel the subject transaction or transactions with the relevant customer.
4. Appropriately disclose to the relevant customer that the subject transaction could unreasonably impair the interest of the relevant customer. (However, this method may be used only in instances where it does not conflict with the confidentiality obligation of the Group Company.)

5.Organizational System to Control Conflict of Interest

（1）Designation of Section to Control Conflict of Interest

1. The Compliance Division of the Company is designated as the Section to Control Conflict of Interest.
2. The Section to Control Conflict of Interest shall not be subject to any direction from any person responsible for any other Group with respect to a specific transaction. Its independence shall be ensured with respect to the administration of control over conflict of interest.
3. The Section to Control Conflict of Interest shall identify transactions possibly causing a conflict of interest and shall be responsible for overall control of the organizational system for control over conflict of interest in the Company.

（2）Duties of Section to Control Conflict of Interest

The Section to Control Conflict of Interest shall perform the following duties from a standpoint which is independent from sections in charge of business and parent financial institution, etc. However, when the Section to Control Conflict of Interest submits reports to the parent financial institution, etc., or when the parent financial institution, etc. submits reports to the Section to Control Conflict of Interest, the report shall be made through the section responsible for internal control in the parent financial institution, etc.

1. Identify the subject transaction, and direct the section in charge of the transaction of the Company to take appropriate measures to control conflict of interest with respect to the subject transaction.
2. The Section to Control Conflict of Interest shall submit to the Board of Directors quarterly reports on “transactions possibly causing a conflict of interest” which were identified and controlled. However, matters which may have material managerial impacts or materially impair customer’s interest shall be promptly reported to the Board of Directors.
3. When the customer’s interest is likely to be unreasonably impaired, the Section to Control Conflict of Interest shall direct the section in charge of the transaction to appropriately control conflict of interest or to review the transaction itself, as deemed necessary.
4. The Section to Control Conflict of Interest shall hold seminars, on a regular basis, for Directors and staff of the Company on the control over conflict of interest in line with this Policy and the Rules for Control over Conflict of Interest, and disseminate to all officers and employees understanding on control over transactions which may cause a conflict of interest.

（3）Preparation and Retention of Records for Control over Conflict of Interest

Identification and control over subject transactions and measures taken for appropriate protection of customers shall be recorded. Such records shall be retained for a period of five years from the date of preparation.

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