Nomura Securities Co., Ltd. | Articles of Incorporation

ARTICLES OF INCORPORATION OF NOMURA SECURITIES CO., LTD.
(Nomura Shoken Kabushiki Kaisha)

CHAPTER I
GENERAL PROVISIONS

Article 1. (Trade Name)

The name of the Company shall be Nomura Shoken Kabushiki Kaisha and shall be expressed in English as Nomura Securities Co., Ltd.

Article 2. (Purpose)

The purpose of the Company shall be to engage in the following businesses:

  1. Sale and purchase of securities, market transactions of derivatives or foreign market derivatives transactions and over-the-counter transactions of derivatives (hereinafter referred to as "sale, purchase and other dealings of securities");
  2. Intermediary, brokerage or agency service for sale and purchase of securities and intermediary, brokerage or agency service for entrustment of sale and purchase of securities conducted in a financial instruments exchange market (including foreign financial instruments market);
  3. Underwriting and secondary distribution of securities;
  4. Dealing in public offering or secondary distribution of securities;
  5. Dealing in private placement of securities;
  6. Investment advisory and agency business and investment management business;
  7. Securities,etc. management business;
  8. Lending and borrowing of securities and any other business incidental to financial instruments business;
  9. Solicitation of life insurance and non-life insurance agency business;
  10. Money lending business;
  11. Bank agency business;
  12. Any other business not listed above which a financial instruments business operator is permitted to carry on under the Financial Instruments and Exchange Act; and
  13. Any other business incidental or related to any of the preceding items.

Article 3. (Location of Head Office)

The Company shall have its head office in Chuo-ku, Tokyo.

Article 4. (Method of Giving Public Notices)

The method of public notices of the Company shall be electronic public notice; provided, however, that such notices shall be given by publication in Nihon Keizai Shimbun in cases the method of electronic public notice is not available due to any accidents or compelling reasons.

Article 5. (Governing Bodies)

The Company shall set up, in addition to the shareholders meetings and directors, the following organs;

  1. Board of Directors
  2. Audit and Supervisory Committee
  3. Accounting Auditors

CHAPTER II
SHARES

Article 6. (Authorized Number of Shares)

The authorized number of shares of the Company shall be 400,000.

Article 7. (Restrictions on Transfer of Shares)

No shares of the Company may be transferred without the approval of the board of directors.

Article 8. (Determination of Rights for allotment of shares)

In the case the Company offers its shares (including shares as a result of the disposition of its own shares) or stock acquisition rights, term of such offer, notices to the shareholders to be granted the rights for allotment of the offered shares or the offered stock acquisition rights, and the offering date shall be determined by resolutions of the board of directors.

CHAPTER III
MEETINGS OF SHAREHOLDERS

Article 9. (Convocation)

  1. An annual meeting of shareholders shall be convened within three (3) months from April 1 each year and an extraordinary meeting of shareholders shall be convened whenever necessary.
  2. A meeting of shareholders shall, except as otherwise provided by laws or ordinances, be convened by the director designated by the Board of Directors by resolutions of the Board of Directors; provided, however, that when the director designated by the board of directors is unable so to act, one of the other directors shall take his place in accordance with the order of priority predetermined by a resolution of the board of directors.

Article 10. (Record Date of an Annual Meeting of Shareholders)

The record date for voting rights at an annual meeting of shareholders shall be March 31 of each year.

Article 11. (Chairman of Meetings)

The director designated by the Board of Directors shall act as chairman of a meeting of shareholders; provided, however, that when the Director designated by the Board of Directors is unable so to act, one of the other Directors shall take his place in accordance with the order of priority predetermined by a resolution of the Board of Directors.

Article 12. (Resolutions)

Resolutions of a meeting of shareholders shall, except as otherwise provided by laws or ordinances, be adopted by a majority of the votes of the shareholders who are present thereat and entitled to exercise their voting rights.

CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS

Article 13. (Number of Directors and Election)

  1. The Company shall have not more than fifteen (15) directors (excluding the directors who are members of the Audit and Supervisory Committee).
  2. The Company shall have not more than five (5) directors who are members of the Audit and Supervisory Committee.
  3. The directors who are members of the Audit and Supervisory Committee and other directors shall be elected with distinctions from one another by a resolution of the general meeting of shareholders.
  4. The resolution for the election referred to in the preceding paragraph shall require the presence of shareholders holding not less than one-third (1/3) of the voting rights out of the total number of the voting rights owned by all the shareholders of the Company who are entitled to exercise their voting rights.
  5. No cumulative voting shall be used for the election of directors.

Article 14. (Term of Office)

  1. The term of office of directors (excluding the directors who are members of the Audit and Supervisory Committee; the same applies in this paragraph) shall expire at the time of conclusion of the annual meeting of shareholders with respect to the last fiscal year ending within one (1) year after their election. Provided, however, that the term of office of the directors who are elected as replacement or additional directors shall expire at the end of the term of office of the retired directors or other directors in office.
  2. The term of office of directors who are members of the Audit and Supervisory Committee shall expire at the close of the annual general meeting of shareholders for the last fiscal year ending within two (2) years after their election. Provided, however, that the term of office of the directors who are elected as replacement of the directors who are members of the Audit and Supervisory Committee and retired prior to the end of their term of office shall expire at the end of the term of office of the retired directors.

Article 15. (Representative Directors and Directors with Special Titles)

  1. The Company shall elect representative directors from among directors (excluding those who are members of the Audit and Supervisory Committee) by a resolution of the Board of Directors.
  2. The Company may elect one (1) Chairman and one (1) or more directors with special titles from among directors (excluding those who are members of the Audit and Supervisory Committee) by a resolution of the Board of Directors.

Article 16. (Convocation)

  1. A meeting of the board of directors shall, except as otherwise provided by laws or ordinances, be convened by the director designated by the board of directors; provided, however, that when the director designated by the board of directors is unable so to act, one of the other directors shall take his place in accordance with the order of priority predetermined by a resolution of the board of directors.
  2. A notice of convocation referred to in the preceding paragraph shall be given to each director at least two (2) days prior to the date set for the meeting.
  3. If the consent of all directors is obtained, a meeting of the board of directors may be held without procedures of convocation.

Article 17. (Chairman of Meetings)

The director designated by the board of directors shall act as chairman of a meeting of the board of directors; provided, however, that when the director designated by the board of directors is unable so to act, one of the other directors shall take his place in accordance with the order of priority predetermined by a resolution of the board of directors.

Article 18. (Resolutions)

  1. Resolutions of the board of directors shall be adopted by an affirmative vote of a majority of the directors present which directors present shall constitute a majority of all directors then in office.
  2. The Company shall deem that a resolution of the board of directors has been adopted in case the requirements stipulated by Article 370 of the Companies Act have been fulfilled.

Article 19. (Delegation of Decisions Making regarding Execution of Important Business Matters)

Pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, the Board of Directors may delegate all or part of the authorities of determining important business matters (excluding the matters listed in each item of Paragraph 5 of the said Article) to directors.

Article 20. (Remuneration, etc.)

The economic benefits received from the Company as directors' remuneration, bonus and other consideration for the performance of duties shall be differentiated between the directors who are members of the Audit and Supervisory Committee and other directors, and shall be determined by a resolution of a meeting of general shareholders.

Article 21. (Limitation of Liabilities of Directors)

The Company may execute with directors (excluding a person who serves as an executive director, etc.) an agreement that will limit their liabilities for damages due to negligence of their duties pursuant to the provision of Article 427, Paragraph 1 of the Companies Act. However, the maximum amount of damages under the agreement shall be the higher of either the amount previously determined which shall not be less than 20 million yen or the amount set forth by laws or ordinances.

CHAPTER V
AUDIT AND SUPERVISORY COMITTEE

Article 22. (Convocation of Meeting of the Audit and Supervisory Committee)

  1. A convocation notice of a meeting of the Audit and Supervisory Committee shall be shipped to each member of the Audit and Supervisory Committee at least two (2) days prior to the date of the meeting.
  2. With the consent of all members of the Audit and Supervisory Committee, a meeting of the Audit and Supervisory Committee may be held without taking the convocation procedures.

Article 23. (Resolution of the Audit and Supervisory Committee)

Unless otherwise prescribed by laws or ordinances, a resolution of a meeting of the Audit and Supervisory Committee shall be made by an affirmative vote of majority of the Audit and Supervisory Committee members present provided that members of the Audit and Supervisory Committee present constitute majority of the Audit and Supervisory Committee members who are entitled to participate in the voting.

Article 24. (Regulations of the Audit and Supervisory Committee)

Matters concerning the Audit and Supervisory Committee shall be determined by the Audit and Supervisory Committee in addition to laws, ordinances and the Articles of Incorporation.

CHAPTER VI
ACCOUNTS

Article 25. (Fiscal Year)

The fiscal year of the Company shall commence on April 1 of each year and end on March 31 of the following year.

Article 26. (Distribution of Surplus and Acquisition of Own Shares)

The Company shall, by a resolution of the board of directors without obtaining a resolution of a meeting of shareholders, determine the particulars contained in the items of Article 459, Paragraph 1, including distribution of surplus, except as otherwise stipulated by laws or ordinances.

Article 27. (Record Date for Distribution of Surplus)

  1. The record dates for year-end dividends of the Company shall be March 31 of each year.
  2. The Company may, in addition to the dates in the preceding paragraph, fix other dividend record dates and distribute surplus.
  3. In case dividends are paid in cash, the Company shall be relieved from the obligation of paying dividends if such dividends remain unreceived for three (3) years after the date of the commencement of payment thereof.

HISTORY

  1. The date on which these"Articles of Incorporation"were first drawn up:

April 18, 2001

  1. Dates of amendments

* Please scroll horizontally to look at table below.

August 16, 2001 August 17, 2001 October 1, 2001
February 13, 2002 March 20, 2002 June 27, 2002
June 26, 2003 September 16, 2005 June 28, 2006
August 22, 2006 September 30, 2007 April 1, 2008
September 28, 2009 June 28, 2011 June 24, 2015
April 1, 2019    
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