Daiwa Securities Group Annual Report 2012 Independent Auditors’ Report To the Shareholders and the Board of Directors of Daiwa Securities Group Inc.: Management’s Responsibility for the Consolidated Financial Statements Auditor’s Responsibility Opinion Convenience Translation June 28, 2012 Tokyo, Japan 93 The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended March 31, 2012  are presented solely for convenience. Our audit also included the translation of yen amounts into U.S. dollar amounts and, in our  opinion, such translation has been made on the basis described in Note 1 to the consolidated financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Daiwa Securities  Group Inc. and its consolidated subsidiaries as at March 31, 2012 and 2011, and their financial performance and cash flows for  the years then ended in accordance with accounting principles generally accepted in Japan. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated  financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material mis- statement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we con- sider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to  design audit procedures that are appropriate in the circumstances, while the objective of the financial statement audit is not for  the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the  appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as  evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our  audits in accordance with auditing standards generally accepted in Japan. Those standards require that we comply with ethical  requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial state- ments are free from material misstatement. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with  accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable  the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error. We have audited the accompanying consolidated financial statements of Daiwa Securities Group Inc. and its consolidated sub- sidiaries, which comprise the consolidated balance sheets as at March 31, 2012 and 2011, and the consolidated statements of  operations, statements of comprehensive income, statements of changes in net assets and statements of cash flows for the  years then ended, and a summary of significant accounting policies and other explanatory information.