Policy to Manage Conflict of Interest

Aozora Bank (hereafter, the “Bank”) shall define and publish its system for managing conflict of interest as its “Policy to Manage Conflict of Interest” in order to ensure that transactions carried out within the Aozora Group in which conflict of interest may exist do not unreasonably damage the interests of the Bank’s customers and to better implement its customer-oriented business management.

1. Methods for identifying transactions in which conflict of interest may exist

The conflicts of interest that are covered under this policy exist in the following two relationships:

1. A conflict of interest between a customer and the Bank or the Bank Group
2. A conflict of interest between a customer and another customer

The Bank and the Bank Group shall categorize transactions in which conflict of interest may exist. In the case that business Groups, including the Bank Group companies, carry out a transaction, the business Groups shall determine and identify whether the transaction does not unreasonably damage interests of customers in light of the types and examples of the transactions in which conflict of interest may exist. In addition, the business Groups shall, as necessary, make inquiries about whether or not conflict of interest exist to the Compliance Management Division, the supervising division of managing conflict of interest, and hold a prior consultation about the necessity of managing conflict of interest and their methods with the division.

2. Types and examples of the transactions in which conflict of interest may exist

When judging whether one transaction is applicable to the transactions in which conflict of interest may exist, the Bank and the Bank Group shall review whether or not the transaction corresponds to the following types. The examples of the transactions are only exemplification, and actually managed transactions are not limited to them. Effects on the Bank Group's reputation shall also be taken into consideration.

Type I

A case where there is a possibility that the Bank or the Bank's related parties will gain an economic benefit or prevent an economic loss in a transaction with a customer that should be protected, at the expense of the customer.

Example of the transaction

• A case where the bank provide loan to purchase in soliciting securities which is issued or syndicated by the Bank or the Bank's related parties.
• A case where the bank collects loan from a borrower who issues bond which the Aozora Securities Company serves bond underwriting.

Type II

A case that prioritizes an interest of another customer rather than that of a customer that should be protected

Example of the transaction

• A case where providing advice of M&A or financing to several customers that are in the relation of mutual competition or conflict.
• A case where the Bank's customer plans the hostile buyout against a customer, whose main or quasi-main bank is the Aozora Bank, and the Bank gives advice to the purchase side.

Type III

A case of carrying out a transaction that competes with a customer that should be protected

Example of the transaction

• A case where the Bank holds two positions--agent and lender--in a syndicated loan, and proceeds with requesting additional security or preferential collection of separate loans.
• A case where the Bank trades certain securities in proprietary account based on information of prospective transactions.

Type IV

A case of carrying out a transaction that gains an interest by means of use, etc. of non-public information on a customer that should be protected

Example of the transaction

• A case where the Bank trades securities issued by a company to which the bank has employees in a position to have an effect its officers or other important policies.
• A case where a speculative (not hedging) transaction related to the credit risk of a nonperforming asset is carried out despite the existence of credit information on said asset.

Type V

Other cases where the interests of customers may unreasonably be damaged.

3. How to manage conflict of interest

When the Bank Group identifies a transaction that becomes a conflict of interest, the Bank Group shall appropriately ensure the protection of the said customer by using the following methods and other means:

• Method for separating groups that are related to the transaction and limiting information recipient groups
• Method for changing trade conditions or methods
• Method for suspending (the other) transaction
• Method for appropriately disclosing to the customer the matter that the interest of the customer may unreasonably be damaged to the extent that does not violate confidentiality obligations

4. Scope of companies that are covered under Management of Conflict of Interest

Aozora Bank, Ltd.
GMO Aozora Net Bank, Ltd.
Aozora Loan Services Co., Ltd.
Aozora Securities Co., Ltd.
Aozora Investment Management Co., Ltd.
Aozora Real Estate Investment Advisors Co., Ltd.
ABN Advisors Co., Ltd.
Aozora Corporate Investment Co., Ltd.
AJ Capital Co., Ltd.
Aozora Asia Pacific Finance Limited
Aozora Europe Limited
Aozora North America, Inc.
Asia Growth Investment Inc.
AZ-Star Co., Ltd.
Orient Commercial Joint Stock Bank, Ltd.
Other Subsidiary Companies and Affiliated Companies engaged in financial services, financial instruments transactions, or insurance businesses, or special business with authorities.

5. Management system for Conflict of Interest

1. Customer Protection Committee
   The Customer Protection Committee shall examine and approve rules concerning the management system for conflict of interest and material concerned transactions based on delegation from the Board of Directors and the Management Committee.
2. Conflict Management Supervisor
   The Board of Directors shall appoint the Head of Compliance & Governance as Conflict Management Supervisor who is independent from the business Groups.
3. Supervising division of managing conflict of interest
   The Compliance Management Division independent from the business Groups shall act as the supervising division of managing conflict of interest, and build and manage the management system for conflict of interest, including the development of Policies and Procedures, training, etc., under the direction and supervision of the Conflict Management Supervisor.
   Upon receipt of an inquiry or a consultation request from a business Group about a transaction in which a conflict of interest may exist, the supervising division shall examine the nature of the conflict of interest and give instructions and guidance about how to manage the matter, and retain the records which are compiled from the business Group and whose appropriateness of the transaction is examined, for five (5) years or more. The supervising division shall also endeavor to make improvements by analyzing complaints, etc. about conflict of interest.
4. Business Groups
   The business Groups shall determine and implement how to manage transactions in which conflict of interest may exist in accordance with the types and management standards set forth by the supervising division of managing conflict of interest, or upon a prior consultation with the supervising division of managing conflict of interest if necessary, and shall report the management methods to the supervising division of managing conflict of interest.
5. Internal Audit
   The Internal Audit Division shall examine the management system for conflict of interest on a regular basis.

The Aozora Group appropriately manages the conflict of interest regarding its customer-oriented business management based on the Aozora Group’s basic policy for customer-oriented business management.
Specifically, the Aozora Group always proposes financial products or services from the standpoint of its customers, and does not select products based on the fees to be paid by a product company nor does it give priority to the products of Group companies.
The Aozora Group publically announces the status of its transactions every six months.
The following are representative examples of companies that perform transactions based on the Aozora Group’s basic policy for customer-oriented business management:

1. Aozora Bank, Ltd.
2. Aozora Securities Co., Ltd.
3. Aozora Investment Management Co., Ltd.