Acquisition of ORIX Bank Corporation as a Subsidiary [PDF:1,455KB]

About this update from Daiwa Securities Group Inc.

Acquisition of ORIX Bank Corporation as a Subsidiary April 27, 2026 Daiwa Securities Group Inc. This document is not intended to solicit investment in any securities issued by our company. This document has been prepared based on information available for public disclosure as of April 27, 2026. Opinions, forecasts and other statements contained in this document represent the judgment of our company at the time of preparation and do not guarantee or warrant the accuracy or completeness of such information. Please note that such information is subject to change without notice. Transaction Summary (1/2) ORIX Bank Corporation (hereinafter "OBK") Daiwa Next Bank, Ltd. (hereinafter "DNB") Transaction Overview 100% Subsidiarization DNB to acquire all issued shares of OBK Number of Shares to be Acquired 1,200,000 Voting Rights Ratio 100％ *A merger of the two banks is anticipated in the future. Acquisition Price ¥370 billion *The final acquisition price will be determined after price adjustments stipulated in the share transfer agreement. Fully Self-Funded Acquisition The acquisition will be financed entirely from own funds. Represents a strategic deployment of capital buffer, with financial soundness maintained. Purpose of the Transaction Sustainable expansion of stable revenue and improvement of ROE and EPS through strengthening the Wealth Management Division Integration of DNB and OBK - two banks with different strengths and management resources - to enhance solution capabilities addressing both asset and liability challenges for clients and drive a significant increase in the corporate value of both banks. Combining OBK's superior lending and trust functions with DNB's strong deposit-gathering capability, backed by Daiwa Securities Group's robust client base and sales network, to realize sustainable growth. Deepening total asset consulting tailored to each client's life stage. • 1 • 2 Establishing a sustainable growth model driven by a "virtuous cycle of deposit growth and loan growth" • 3 Maximizing synergy effects through functional integration via merger. Deal Summary (2/2) Capital and Regulations Establishment of a Sustainable Growth Model and Impact on Consolidated Performance Loan expansion Deposit expansion Post-integration, the combined bank will have total assets of approx. ¥9 trillion and equity of around ¥400 billion, evolving into a full-service bank that combines advanced lending and trust capabilities with strong deposit-gathering power. * Virtuous cycle of deposit growth and loan growth. Significant positive impact on our consolidated performance from synergy effects plus OBK's standalone results. ① 1 Synergy Potential to Improve Net Interest Income by ¥35 bn Targeting deployment of over ¥1.5 tn in available excess reserves held by DNB, combined with approximately ¥2 tn in additional deposits to be accumulated over five years through competitive deposit rates - totaling ¥3.5 tn - into real estate investment loans, securities-backed loans and other assets, with the aim of improving net interest income. Assuming a net interest margin of 1%, this represents a potential improvement of ¥35 bn in net interest income. Image BOJ Current Account Interest Rate: 0.75% OBK Yield on interest-earning assets: 2.11% (1H FY2025) ② 2 Performance Impact from OBK OBK's Profit Scale (Past 5-year average) Assuming ¥1.5 tn x 100bp = JPY15 bn increase in NII Ordinary Income Approx. ¥30 bn Net Income Approx. ¥20bn On the other hand, amortization of goodwill (amount yet to be determined) associated with this acquisition is expected. Effectively Utilizing Capital Buffer and Maintaining Financial Soundness Regulatory Capital Ratios after the Transaction* Consolidated Total Capital Ratio Over 14% (down 5pts) Consolidated CET1 Ratio Over 12% (down 5pts) Securing Capital Buffer to Enhance Capacity for Growth Investment and Shareholder Returns Accumulation of recurring profits, including increased earnings from this transaction. Consideration of issuing perpetual subordinated bonds. (no equity financing planned) Schedule Agreement Date April 27, 2026 Share Transfer Date Expected by October 2026 The share transfer will take place after obtaining approvals from the Financial Services Agency for major bank shareholders and clearance under antitrust laws. Challenge Strength Challenge Strength An Ideal Match: Mutually Complementary Strengths and Challenges Strong Deposit-Gathering Capability Acquiring sticky deposits based on Daiwa Securities' customer and business base. Strong Lending and Trust Functions Top-class track record as a pioneer in real estate investment lending. Limited Lending and Trust Functions Market-based investment model centered on securities investment. Deposit-Gathering Capability Concerns about rising deposit interest rates due to intensified competition. Significant Expansion of Stable Earnings through Enhancement of the Wealth Management Division Strengthening the Wealth Management Division Deepening total asset consulting Virtuous cycle of deposit and loan expansion Accelerating growth through collaboration with the Asset Management Division Significant Expansion of Stable Revenue

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