To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
During the fiscal year under review, an initial year of new Mid- to Long-term Business Plan (for the
fiscal year ended March 2020 through the fiscal year ending March 2028), toward realizing the creationof “New Value, Real Value,” the Company has proceeded to strategically cope with changes in thevarious environment, such as the progress of a super-aging population, diversifying workstyles andlifestyles, and accelerated progress of technologies, from the mid- to long-term viewpoint.
From the end of the fiscal year under review, the social conditions and business environment haschanged drastically with the spread of the novel coronavirus disease (COVID-19) having an extremely
large impact on the Japanese and global economies.
Even under such conditions, the Group intends to accurately grasp the changes in the social structure andfurther engage in the creation of new added value by utilizing its strengths such as development
capabilities based on a market-in approach and commitment to quality in urban development and realestate-related services.
We fully realize that we need to dramatically change the existing idea, and will continue tacklingtransformation and challenges with our Group Vision of “New Value, Real Value.”
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEOEiji Kutsukake–1–Our Group Vision “New Value, Real Value”

New Value, Real Value
Integrating all that is precious to people and communities,
we build cities–dynamic stages that connect today with tomorrow’s possibilities–
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

Action Guideline “What We Value”
Client-first approach
We maintain our “client-first” approach as well as our attitude to ensure trust and fulfill expectations,which we have valued since the foundation of the company.
Creating new value based on original ideas
We pursue creating new value with free and out-of-the-box thinking, placing importance on anticipating
future and global perspectives.
Always being a challenger
We always bear in mind that we are a challenger and take on new challenges with humility and ambition.
Acknowledging our growth with societyEver mindful of our responsibility and pride in creating the future for people and cities, we contribute tosociety and continue to be a company on which it relies.
Working with vigor and achieving wellness
Recognizing that working with vigor brings growth to both the company and ourselves, we take theutmost care of our mental and physical health.

–2–Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
16th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail.

(Code: 3231)
June 8, 2020

To: Shareholders

Eiji Kutsukake
President and Representative Director
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 16th Ordinary General Meeting of Shareholders
Dear Shareholder:
We are pleased to announce the 16th Ordinary General Meeting of Shareholders of Nomura
Real Estate Holdings, Inc. (the “Company”), which will be held as follows.
Having carefully considered the situation of the spread of COVID-19, the Company has
decided to hold the General Meeting of Shareholders on the date below, taking appropriate measures
beforehand to avoid infection.
However, in order to prevent the spread of COVID-19, the Company would like to ask all of
our shareholders to exercise your voting rights either by mail or via the Internet, etc. in advance, andrefrain from participating the meeting in person.
Please review the attached reference documents for the General Meeting of Shareholders, andexercise your voting rights by no later than 5:40 p.m. on June 22 (Monday), 2020.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it sothat it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” on page 7, and enter yourapproval or disapproval for the proposal listed thereon before the deadline stated above.

Description
1. Date and Time:

Tuesday, June 23, 2020, at 10:00 a.m.

2. Place:

Meiji Kinenkan, Fuji room (2nd floor)
2-2-23 Motoakasaka, Minato-ku, Tokyo
The number of seats available this year has been significantly
reduced due to spacing seats to prevent the spread of COVID19. Even shareholders who come to the venue may not beallowed to enter. We appreciate your understanding in advance.

3. Agenda for the Meeting:
Matters to be Reported:

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 16th term (from April 1, 2019
to March 31, 2020); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee–3–Matter to be Resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member
Proposal No. 4: Revision of Amounts of Remuneration, etc. for Directors as Audit &Supervisory Committee Members
4. Handling the exercising of voting rights:(1) If you exercise your voting rights twice through voting by mail and by electronic method (via theInternet, etc.), we will deem the vote cast by electronic method to be the effective one.
(2) If you exercise your voting rights more than once by electronic method (via the Internet, etc.) or
redundantly using a computer, etc. and cell phone, we will deem the last vote cast to be theeffective one.
*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*The following materials are published on the Company’s website shown below and not attached to thisnotice in accordance with the relevant laws and regulations and Article 14 of the Articles ofIncorporation. Also, with respect to the following materials, when the Audit & Supervisory Committee
prepared the audit report, it audited 1) through 3) as part of the attached documents, and when the
Accounting Auditor prepared the audit report, it audited 2) and 3) as part of the attached documents.
1) “Principal businesses,” “Principal business offices of major subsidiaries” of “Principal businessoffices,” “Share acquisition rights, etc.” and “System to ensure the appropriateness of operations andthe operational status of that system,” of the business report, 2) “Consolidated statement of changes in
net assets” and “Notes to consolidated financial statements” of consolidated financial statements, and 3)“Non-consolidated statement of changes in net assets” and “Notes to non-consolidated financial
statements” of non-consolidated financial statements.
*If circumstances arise whereby revisions should be made to the contents of the reference documents for
the General Meeting of Shareholders, the business report, consolidated financial statements, and nonconsolidated financial statements, such notification shall be published on the following Company’s
website.
[The Company’s website]
https://www.nomura-re-hd.co.jp/english/ir/<Requests to Shareholders>*Depending on the future developments of spread of the infection and announcements from thegovernment or authorities, we may be forced to change the venue or time of the General Meeting of
Shareholders. Please check the information provided on the website below.
https://www.nomura-re-hd.co.jp/english/ir/*As stated above, in order to prevent the spread of COVID-19, the Company would like to ask all of ourshareholders to exercise your voting rights either by mail or via the Internet, etc. in advance, and again,
refrain from participating the meeting in person.
*Please use the alcohol disinfectant that we will place around the reception area at the venue for ourshareholders. If you plan to attend the meeting in person, we kindly ask for your cooperation on
bringing and wearing a face mask.
*Your temperature will be taken near the entrance to the venue, and you may be requested to refrainfrom entering the venue, if you have a fever, are in poor physical condition, or entered Japan fromoverseas within 14 days prior to the meeting. Please contact the reception, if you entered Japan fromoverseas within 14 days prior to the meeting.
*Officers attending the meeting and staff members will participate the meeting wearing a face mask,
after undergoing physical check, including body temperature measurement test.
*Detailed explanations of reportable matters (including audit reports) and proposals may be omitted at
the meeting from the perspective of shortening the meeting to prevent the spread of COVID-19.
We ask that you read the Notice of Convocation of the General Meeting of Shareholders in advance. As
stated in the “Information on Receiving Questions in Advance” below, questions will be received fromshareholders in advance, and an overview of questions thought to be of great interest for shareholders
will be provided at the meeting. Furthermore, after the conclusion of the meeting, a summary of the–4–

Q&A shall be published on the Company’s website for the advance questions explained at the meetingand the questions asked at the meeting.

–5–

Guide to Exercising Voting Rights
Please review the attached reference documents for the General Meeting of Shareholders (pages 9 to 30),and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
[By Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 22, 2020
Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and returnit.
[Via the Internet]
Exercise Due Date: No later than 5:40 p.m. on June 22, 2020
For details, please refer to page 7.
[By Attending the Meeting]Time and Date: 10:00 a.m. on June 23, 2020
Please present the enclosed proxy card at the reception desk.
If you attend the meeting, you do not need to mail the proxy card or exercise voting rights via theInternet, etc.
For institutional investors
Nominal shareholders such as management trust banks (including standing proxies) who have appliedin advance for the use of the electronic voting platform operated by ICJ, Inc. may use such platform in
addition to the aforementioned method of exercising voting rights via the Internet as a method forexercising voting rights electromagnetically.
Introducing “Notice of Convocation via smartphone” service
With the purpose of enriching the communication with our shareholders, we offer “Notice ofConvocation via smartphone” service, where you can browse the Notice of Convocation and its related
information, as well as exercising your voting rights conveniently.
[How to access “Notice of Convocation via smartphone”]
Please access the site via QR code presented on the left side. You can also access by visiting
https://p.sokai.jp/3231/ (please input the characters in single digits)
This service is a non-mandatory service with the purpose of improving our shareholders’ convenience.
Please note that depending on your device or communication environments, you may not be able tobrowse the contents. If you exercise your voting rights via this service, please refer to the instruction
on page 7 of this document.

–6–

Guide to Exercising Voting Rights via the Internet, etc.
Scanning QR code

Entering log-in ID and temporary password

You can simply login to the website forexercising voting rights without entering yourlog-in ID and temporary password printed on theproxy card.
1. Please scan the QR code located on the rightside of the proxy card.

Website forhttps://evote.tr.mufg.jp/
Exercising
Voting Rights
1. Access the Website for Exercising Voting
Rights.
2. Enter the “Log-in ID and Temporary
Password,” which are printed on the enclosed
proxy card.
3. Please register a new password.
4. Indicate your approval or disapproval byfollowing the instructions on the screen.

* “QR code” is a registered trademark of DENSO WAVE
INCORPORATED.

2. Indicate your approval or disapproval byfollowing the instructions on the screen.
Note that you can exercise voting rights only
once by using QR code.
If you wish to redo your vote or exercise yourvoting rights without using QR code, pleaserefer to the “Entering log-in ID and temporary
password” on the right.

Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC, a smartphone, or a cell phone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 – 21:00)
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
*
The website for exercising voting rights is not operational from 2:00 a.m. to 5:00 a.m. due tomaintenance and inspection.
*
If you exercise your voting rights more than once by mail and via the Internet, only the vote cast via
the Internet shall be deemed effective.
*
If you exercise your voting rights via the Internet multiple times, only the last vote cast shall bedeemed effective.
*
The website for exercising voting rights may be unavailable depending on certain Internet settings,
or depending on the service to which you are subscribed or the model of the device you use toaccess the website.
*
Any costs including Internet connection fees and communication charges that might be required toaccess the website for exercising voting rights shall be borne by the shareholder.
*If you wish to receive the Notice of Convocation of the General Meeting of Shareholders by e-mail,please visit the website for exercising voting rights using either a PC or a smartphone and following
the instructions that the website provides. (Please note that it is not possible to complete thisprocedure via your cell phone, nor is it possible to designate cell phone address for text messages as
the e-mail address for receiving the notice.)–7–

Information on Receiving Questions in AdvanceIn order to prevent the spread of COVID-19, you are requested to refrain from traveling to the venue on
the date of the meeting. Therefore, we will accept questions from shareholders about the matters to bereported and the matters to be resolved at the 16th Ordinary General Meeting of Shareholders over theInternet.
Please send any questions you have via the website below.
URL for the website for receiving questions in advance[Questions received from 9:00 a.m. on June 8 (Mon) until 5:40 p.m. on June 16, 2020 (Tue)]https://krs.bz/nomura-re/m/generalmeeting
Of the questions received, those thought to be of great interest for shareholders will be discussed at themeeting.
* Please understand that we are unable to separately answer questions asked in advance.
* Questions not covered in the general meeting will be used for future reference.

Video of the General Meeting of Shareholders and a summary of the questions and answers at
the meeting will be published on the corporate website below in mid-July.
https://www.nomura-re-hd.co.jp/ir/ir_library/generalMeeting.html* The video of the General Meeting of Shareholders will exclude the questions and answers.

–8–Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Partial Amendments to the Articles of Incorporation
This is to make a change of the number of Directors as Audit & Supervisory Committee
Members set by the existing article 17 of the Articles of Incorporation (number of members) from five(5) or less to six (6) or less in order to strengthen the foundation of the corporate governance system forthe purpose of further improving the soundness and transparency of our management.
The partial amendment to the Articles of Incorporation in this proposal shall take effect at thetime of the conclusion of this Ordinary General Meeting of Shareholders.
The proposed amendment is as follows:(Amendment underlined)
Current Articles of Incorporation
Proposed amendments
Article 1. to Article 16. (Omitted)
Article 1. to Article 16. (Unchanged)(Number of directors)
Article 17. The Company shall have not morethan twelve (12) directors (excluding
directors as audit & supervisorycommittee members). The number of
directors appointed as directors asaudit & supervisory committee
members shall be not more than five(5).

(Number of directors)
Article 17. The Company shall have not morethan twelve (12) directors (excluding
directors as audit & supervisorycommittee members). The number of
directors appointed as directors asaudit & supervisory committee
members shall be not more than six(6).

Article 18. to Article 34. (Omitted)

Article 18. to Article 34. (Unchanged)–9–Proposal No. 2: Election of Seven (7) Directors (Excluding Directors as Audit & Supervisory
Committee Members)
The term of office of all of the seven (7) Directors (excluding Directors as Audit & Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, we would like you to elect seven (7) Directors.
The terms of office of Directors elected at this Ordinary General Meeting of Shareholders shallbe until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2021.
Nomination of the candidates for Director has passed through the deliberation process of theAdvisory Committee Relating to Nominations and Compensation, a majority of whose members areExternal Directors.
Also, the Audit & Supervisory Committee has expressed the opinion that this proposal isappropriate and there are no matters of concern.
The candidates for Director are as follows.

No.

Current Position in the
Company

Number ofmeetings ofBoard ofDirectors
attended(16th term)

Reelection
Non-executive

Director, and Chairman of theBoard of Directors

16/16

President and Representative
Director, and Chief Executive
Officer

16/16

Name

1

Atsushi Yoshikawa

2

Eiji Kutsukake

Reelection

3

Seiichi Miyajima

Reelection

Executive Vice President andRepresentative Director

16/16

4

Toshiaki Seki

Reelection

Executive Vice President andRepresentative Director

16/16

5

Makoto Haga

Reelection

Director and Executive Officer

16/16

6

Tetsuro Higashi

Reelection
External Director
Independent Director

External Director

13/13*

7

Shoichi Nagamatsu

New election
Non-executive
Part-time––* The number of meetings of the Board of Directors held during the business year under review is shown since the appointment
of Director on June 25, 2019.

– 10 –

Reelection Non-executive

No.

Atsushi Yoshikawa

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: April 7, 1954)
5,700 shares
16/16 (100%)
3 years

Apr. 1978 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2000 Director of Nomura Securities Co., Ltd.
Oct. 2001 Director of Nomura Securities Co., Ltd.
Jun. 2003 Executive Officer of Nomura Securities Co., Ltd.
Apr. 2004 Executive Managing Director of Nomura Holdings, Inc.
Senior Corporate Managing Director of Nomura Asset Management Co., Ltd.
Apr. 2006 Executive Vice President of Nomura Asset Management Co., Ltd.
Apr. 2008 Director and President of Nomura Asset Management Co., Ltd.
Oct. 2008 Executive Managing Director of Nomura Holdings, Inc.
Director, President, and CEO of Nomura Asset Management Co., Ltd.
Jun. 2011 Executive Vice President and Senior Managing Director of Nomura Holdings, Inc.
CEO and President of Nomura Holding America Inc.
Aug. 2012 Representative Executive Officer and Group COO of Nomura Holdings, Inc.
Jun. 2013 Director, Representative Executive Officer, and Group COO of Nomura Holdings, Inc.
Jun. 2016 Advisor of Nomura Holdings, Inc.
Apr. 2017 Director of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2017 Chairman of the Board of Directors of Nomura Real Estate Holdings, Inc. (present)
May 2018 Outside Director of Ryohin Keikaku Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Outside Director of Ryohin Keikaku Co., Ltd.
Reasons for Nomination as a Candidate for Director
Atsushi Yoshikawa has extensive business and management experience in the Nomura Group as well as
experience as Chairman of the Board of Directors of the Company. He has been nominated as a candidate
for Director because it is expected that he will continue contributing to strengthening the supervisory
function of the Board of Directors and achieving sustained growth and increased corporate value of theCompany by drawing on his substantial management experience and knowledge. If he is elected, theCompany will continue to designate him as a non-executive Director.
Notes:
1. There is no special conflict of interest between Atsushi Yoshikawa and the Company.
2. The Company has entered into agreement with Atsushi Yoshikawa to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

– 11 –

Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
12,800 shares
16/16 (100%)
6 years

Apr. 1984 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2007 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2009 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2011 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2012 Executive Managing Director of Nomura Holdings, Inc.
Aug. 2012 Deputy President of Nomura Securities Co., Ltd.
Apr. 2013 Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2014 Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Representative Director and Executive Vice President of Nomura Real Estate Holdings, Inc.
Jun. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc. (present)
Apr. 2017 Chair and Representative Director of Nomura Real Estate Development Co., Ltd. (present)
Responsibilities
Group CEO
Significant Concurrent Positions
Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director
Eiji Kutsukake has extensive business and management experience in the Nomura Group as well as
experience as President of the Company. He has been nominated as a candidate for Director because it isexpected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
his substantial management experience and knowledge.
Note: There is no special conflict of interest between Eiji Kutsukake and the Company.

– 12 –

Reelection

No.

Seiichi Miyajima

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: August 3, 1958)
67,800 shares
16/16 (100%)
6 years

Apr. 1981 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2004 Director of Nomura Real Estate Development Co., Ltd.
Apr. 2008 Senior Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2009 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2012 Representative Director and Senior Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2014 Representative Director and Executive Vice President of Nomura Real Estate Development
Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Apr. 2017 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Responsibilities
Group COO
Significant Concurrent Positions
President and Representative Director, and Chief Executive Officer of Nomura Real Estate Development
Co., Ltd.
Reasons for Nomination as a Candidate for Director
Seiichi Miyajima has extensive business and management experience at the Group as well as experience
as Executive Vice President of the Company. He has been nominated as a candidate for Director because
it is expected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
substantial experience and knowledge he has accumulated on property development, architecture andother operations.
Note: There is no special conflict of interest between Seiichi Miyajima and the Company.

– 13 –

Reelection

No.

Toshiaki Seki

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 27, 1958)
45,100 shares
16/16 (100%)
6 years

Apr. 1980 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2003 Director of Nomura Real Estate Development Co., Ltd.
Mar. 2007 Managing Director of Nomura Real Estate Development Co., Ltd.
Apr. 2007 President and Representative Director of NOMURA LIVING SUPPORT CO., LTD.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2008 President and Representative Director, and Chief Executive Officer of NOMURA LIVINGSUPPORT CO., LTD.
May 2012
Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director of NOMURA BUILDING MANAGEMENT CO., LTD.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2014 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Partners Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Director of Nomura Real Estate Urban Net Co., Ltd.
Chair and Representative Director of Nomura Real Estate Partners Co., Ltd.
President and Representative Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2015 Director of MEGALOS CO., LTD.
(currently, Nomura Real Estate Life & Sports Co., Ltd.) (present)
Apr. 2018 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
President and Representative Director of NF Power Service Co., Ltd.
Apr. 2019 Executive Vice President and Representative Director of Nomura Real Estate Development
Co., Ltd. (present)
Director of NREG TOSHIBA BUILDING Co., Ltd. (currently, Nomura Real Estate Building
Co., Ltd.) (present)
Responsibilities
Business Unit Manager of Commercial Real Estate Business Unit
Significant Concurrent Positions
Executive Vice President and Representative Director of Nomura Real Estate Development Co., Ltd.
Director of Nomura Real Estate Building Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
Reasons for Nomination as a Candidate for Director
Toshiaki Seki has extensive business and management experience at the Group as well as experience as
Executive Vice President of the Company. He has been nominated as a candidate for Director because itis expected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
substantial experience and knowledge he has accumulated on property development, property & facility
management, and other operations.
Note: There is no special conflict of interest between Toshiaki Seki and the Company.

– 14 –

Reelection

No.

Makoto Haga

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
15,600 shares
16/16 (100%)
3 years

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2011 Director and Senior General Manager of Investment Management Division of Nomura Real
Estate Capital Management Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2017 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd. (currently, Nomura Real Estate Building
Co., Ltd.)
Director of Nomura Real Estate Life & Sports Co., Ltd.
Director of Geo Akamatsu Co., Ltd.
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Apr. 2020 Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,
Ltd. (present)
Responsibilities
Group CFO, Supervisor of Management Division, Investor Relations
Significant Concurrent Positions
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director
Makoto Haga has extensive business and management experience at the Group as well as experience as
Director of the Company. He has been nominated as a candidate for Director because it is expected that hewill continue contributing to strengthening the supervisory function of the Board of Directors andachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on corporate planning and financial and capital policies of
the Group, and other operations.
Note: There is no special conflict of interest between Makoto Haga and the Company.

– 15 –

Reelection External Director

No.

Tetsuro Higashi

Independent Director(Date of Birth: August 28, 1949)

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–13/13 (100%)*
1 yearApr. 1977 Joined Tokyo Electron Ltd.
Dec. 1990 Director of Tokyo Electron Ltd.
Apr. 1994 Managing Director of Tokyo Electron Ltd.
Jun. 1996 Representative Director, President of Tokyo Electron Ltd.
Jun. 2003 Representative Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2011 Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2012 Outside Director of Ube Industries, Ltd.
Apr. 2013 Representative Director, Chairman, President & CEO of Tokyo Electron Ltd.
Jun. 2015 Representative Director, President & CEO of Tokyo Electron Ltd.
Jan. 2016 Corporate Director, Corporate Advisor of Tokyo Electron Ltd.
May 2018 Outside Director of Seven & i Holdings Co., Ltd. (present)
Jun. 2019 External Director of Nomura Real Estate Holdings, Inc. (present)
Outside Director of Ube Industries, Ltd. (present)
Significant Concurrent Positions
Outside Director of Seven & i Holdings Co., Ltd.
Outside Director of Ube Industries, Ltd.
Reasons for Nomination as a Candidate for External Director
Tetsuro Higashi has been nominated as a candidate for External Director because it is expected that hewill continue contributing to strengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on his wealth of knowledge, experience, andprofound insights related to corporate management in his long career as a manager.
Notes:
1. Tetsuro Higashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsuro Higashi and the Company.
3. Tetsuro Higashi is, at present, an External Director of the Company. His term of office as External
Director will be one year at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into agreement with Tetsuro Higashi to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
5. Tetsuro Higashi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If his election is approved, the Company will continue to designate him as
Independent Director/Auditor.
* The number of meetings of the Board of Directors held during the business year under review is shownsince the appointment of Director on June 25, 2019.

– 16 –

No.

Shoichi Nagamatsu

New election Non-executive
Part-time(Date of Birth: July 6, 1958)

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–––Apr. 1982 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2004 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Executive Managing Director of Nomura Holdings, Inc.
Senior Managing Director of Nomura Securities Co., Ltd.
Jun. 2010 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Jun. 2012 Representative Executive Managing Director and Senior Corporate Managing Director of
Nomura Securities Co., Ltd.
Apr. 2013 Executive Managing Director and Chief of Staff of Nomura Holdings, Inc.
Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2016 Deputy President of Nomura Securities Co., Ltd.
Apr. 2017 Representative Executive Officer and Deputy President, and Chief of Staff of Nomura
Holdings, Inc.
Director of Nomura Securities Co., Ltd.
Apr. 2018 Representative Executive Officer and Deputy President of Nomura Holdings, Inc.
Jun. 2018 Director, and Representative Executive Officer and Deputy President of Nomura Holdings,
Inc.
Apr. 2020 Director of Nomura Holdings, Inc.
Significant Concurrent Positions
None.
Reasons for Nomination as a Candidate for Director
Shoichi Nagamatsu has extensive business and management experience in the Nomura Group. He has
been nominated as a candidate for Director because it is expected that he will contribute to strengthening
the supervisory function of the Board of Directors and achieving sustained growth and increased
corporate value of the Company by drawing on his substantial experience and knowledge he has
accumulated on management. If he is elected, the Company will designate him as a Director who is not
execute business.
Notes:
1. There is no special conflict of interest between Shoichi Nagamatsu and the Company.
2. Shoichi Nagamatsu is scheduled to resign as Director of Nomura Holdings, Inc. and be appointed as
Adviser of that company on June 23, 2020.
3. If the election of Shoichi Nagamatsu is approved, the Company plans to enter into agreement with
him to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability basedon the said agreement, on condition that he performs his duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.

– 17 –

Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member
As the Company elected a Director who is an Audit & Supervisory Committee Member with aterm of office that differs from the previously elected Directors who are Audit & Supervisory
Committee Members, we would like you to elect one (1) Director who is an Audit & Supervisory
Committee Member for the purpose of ensuring the continuity of Audit & Supervisory Committee
Members.
The terms of office of the Director who is an Audit & Supervisory Committee Member elected
at this Ordinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General
Meeting of Shareholders to be held in June 2022.
Nomination of the candidates for Director as Audit & Supervisory Committee Member has
passed through the deliberation process of the Advisory Committee Relating to Nominations andCompensation, a majority of whose members are External Directors.
Also, the Audit & Supervisory Committee has consented to this proposal. The resolution
pertaining to this proposal shall take effect on the condition that the amendment to the Articles ofIncorporation pertaining to Proposal No. 1 takes effect.
The candidate for Director as Audit & Supervisory Committee Member is as follows.

– 18 –

Tetsu Takahashi

New election External Director
Independent Director(Date of Birth: October 24, 1956)

Shareholdings:–
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–Apr. 1986 Registered with Tokyo Bar Association
Joined Miyakezaka Law Offices
Jul. 2003 Representative Partner of KASUMIGASEKI PARTNERS LAW OFFICE (present)
Mar. 2006 Outside Audit & Supervisory Board Member of Apple Japan Co., Ltd.
Mar. 2007 External Auditor of McDonald’s Holdings Company (Japan), Ltd.
External Director of McDonald’s Company (Japan), Ltd. (present)
Jun. 2007 Outside Audit & Supervisory Board Member of Gro-Bels Co., Ltd.
Oct. 2007 Outside Audit & Supervisory Board Member of Bit-isle Inc. (currently, Bit-isle Equinix Inc.)
Jan. 2012 Outside Audit & Supervisory Board Member of Boox Co., Ltd.
Feb. 2012 Outside Audit & Supervisory Board Member of ZOOM CORPORATION
Jun. 2015 Outside Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION(present)
Oct. 2016 Outside Audit & Supervisory Board Member of eBOOK Initiative Japan Co., Ltd. (present)
Significant Concurrent Positions
Representative Partner of KASUMIGASEKI PARTNERS LAW OFFICE
External Director of McDonald’s Company (Japan), Ltd.
Outside Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION
Outside Audit & Supervisory Board Member of eBOOK Initiative Japan Co., Ltd.
Reasons for Nomination as a Candidate for External Director
Tetsu Takahashi has great knowledge, experience and profound insights as a legal expert acquired throughhis many years working as a lawyer. He has never in the past been involved in the management of acompany except as an outside director, however he has been nominated as a candidate for External
Director as Audit & Supervisory Committee Member because it is expected that his extensive experienceand knowledge as a representative of a law firm and an outside director and outside audit & supervisoryboard member of other companies will contribute to strengthening the supervisory function of the Boardof Directors and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. Tetsu Takahashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsu Takahashi and the Company.
3. If the election of Tetsu Takahashi is approved, the Company will enter into agreement with him to
limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability basedon the said agreement, on condition that he performs his duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.
4. If the election of Tetsu Takahashi is approved, the Company will designate him as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange.

– 19 –

Reference: Nomura Real Estate Holdings, Inc. Criteria for Determining Impartiality of
Independent External Directors
In addition to Independent Director impartiality criteria set by the Tokyo Stock Exchange, the Board of
Directors establishes criteria concerning the impartiality of Independent External Directors andnominates Independent External Directors having confirmed that they do not correspond to any of thefollowing items.
1. Individuals who execute business for any other company with which the Company or its
subsidiaries have a reciprocal employment relationship as each other’s External Directors;
2. Individuals who are employees of the Company’s or its subsidiaries’ major business partners (*1)
or who are employees at companies that consider the Company or its subsidiaries to be theirmajor business partner (*1) (or individuals involved in the execution of business if such business
partner is a corporation);
3. Consultants, accounting experts, or legal experts who receive money, or other property gains inexcess of ¥10 million in addition to Directors compensation from the Company or its subsidiaries
during the most recent business year;
4. Individuals affiliated to companies, etc. that provide professional services such as law firms,
accounting firms, and consulting companies that receive large sums of money or other property
gains (*2) from the Company or its subsidiaries;
5. Individuals who are or were involved in the execution of business at one of the Company’s major
shareholders (individuals who are or were involved in the execution of business at suchcorporation if the major shareholder is a corporation), or lead managing underwriter; or
6. Close relatives of individuals stated in 1. to 5.
*1. A major business partner means a business partner whose transactions with the Group exceed
2% of the Company’s or such business partner’s annual consolidated sales in the most recent
business year.
*2. Large sums of money or other property gains means gains that exceed 2% of that company’s
annual consolidated sales in the most recent business year.

– 20 –

Reference:
The composition and expertise of the Board of Directors if Proposal No. 1, Proposal No. 2 and Proposal No. 3 areapproved in this Ordinary General Meeting of Shareholders are outlined below.
Audit &
Supervisory
Committee
MemberName

Fields of expectation for directors

Years asdirector

Gender

3 years

Male

○

○
○

Finance Legal andCorporate
Finance＊and audit
audit
management

Atsushi
Yoshikawa

Reelection

Eiji
KutsukakeReelection

6 years

Male○

SeiichiMiyajima

Reelection

6 years

Male○

Toshiaki Seki

Reelection

6 years

Male

Makoto Haga

Reelection

3 years

Male

○
○

○

TetsuroHigashi

Reelection

External

Independent

1 yearMale○○

New election

Nonexecutive

Part-time

―

Male

○

○

○

○

○

○

○

○

ShoichiNagamatsu

Nonexecutive

Takao
OriharaNonexecutive○

5 years

Male

YasushiTakayama

Nonexecutive○

1 yearMale

Akira Ono

External

Independent

5 years

Male

Yoshio Mogi

External

Independent○○

1 yearMale

Akiko
Miyakawa

External

Independent○

1 yearFemaleExternal

Independent

○

―

Male

Tetsu
Takahashi

New election

○

○

○
○

○

○

○
○

ICT

○

○

* Knowledge of capital markets and business experience in capital procurement, etc.
* The above list does not represent all of the knowledge and experience of the Directors.

– 21 –

Overseas Architecturalbusiness
design

○

○

○

○
○

○

Proposal No. 4: Revision of Amounts of Remuneration, etc. for Directors as Audit & Supervisory
Committee Members
The amount of remuneration of the Company’s Directors as Audit & Supervisory Committee
Members has been resolved in the 11th Ordinary General Meeting of Shareholders held on June 26,2015 to be within ¥150 million for Directors as Audit & Supervisory Committee Members, and thisremains in place to the present day.
In association with the proposal to increase the maximum number of Directors as Audit &Supervisory Committee Members by one (1) in Proposal No. 1 “Partial Amendments to the Articles ofIncorporation,” the Company intends to revise the amount of remuneration of the Company’s Directors
as Audit & Supervisory Committee Members to be within ¥170 million considering circumstances suchas recent economic conditions. At present, the number of Directors as Audit & Supervisory Committee
Members is five (5) (including three (3) External Directors), and if Proposal No. 1 and Proposal No. 3
are approved as proposed, the number of Directors as Audit & Supervisory Committee Members will besix (6) (including four (4) External Directors).
This revision has passed through the deliberation process of the Advisory Committee Relating toNominations and Compensation, a majority of whose members are External Directors.
Also, the resolution for this proposal will take effect on the condition that the amendment of the
Articles of Incorporation under Proposal No. 1 takes effect.

– 22 –

Reference:

Compensation Plan of Directors

Outline of compensation plan of Directors
The Company’s compensation of Directors (excluding Audit & Supervisory Committee Members and External
Directors) consists of fixed compensation, comprising base compensation, and variable compensation, comprisingbonus and share-based compensation. Each compensation item is as follows.
Base compensation
The amount of base compensation is determined according to the role and position as a Director.
Bonus
The amount of bonus is determined according to theCompany’s business performance, such as consolidated
business profit, and evaluation of individuals.
The individual evaluation is used to evaluate the progressof initiatives for single-year and the medium-to longterm, for which achievements are difficult to measure
based only on financial results.

Fiscal year ended
March 31, 2019
Business profit*(Millions of yen)
Year-on-year

Fiscal year ended
March 31, 2020

79,623

82,833–+4.0%* Business profit = operating profit + share of profit (loss) of entities
accounted for using equity method + amortization of intangible
assets associated with corporate acquisitions

Share-based compensation
The share-based compensation consists of a performance-based portion, and a non-performance-based portion. The
performance-based compensation adopts performance-sharing (“PS”) providing incentive for enhancement of
medium-term performance such as by delivering the Company’s shares and payment of an amount equivalent to theproceeds of converting the Company’s shares into cash (“delivery, etc.”) after three years of the commencement ofeach business year, and non-performance-based compensation adopts restricted shares (“RS”) providing an
incentive for long-term contributions and enhancement of corporate value by delaying delivery, etc. until retirement
as an officer.
This share-based compensation system is expected to have an effect that it will function as an incentive to improve
corporate value in the medium-to long-term and align interests with the Company’s shareholders by linking
Directors’ compensation to the Company’s share price.
Also, this share-based compensation system adopts the system of executive compensation BIP (Board IncentivePlan) trust (the “Trust”). The number of shares, etc. to be delivered, etc. is set at one Company’s share per one
point, according to the number of points calculated based on the below formula.
Calculation formula of points• PS portion (performance-based portion)
The number of points (the “Number of PS Points”) to be granted to Target Directors, etc. for each fiscal year during thecovered period is calculated by dividing the amount of pre-determined base compensation with respect to each executive
position by the share price as of the acquisition of the Company’s shares by the Trust. The number of achievement-linked
points shall be calculated by multiplying the Number of PS Points granted for each fiscal year by the achievement-linked
coefficient determined based on the level of performance three years after the beginning of the applicable fiscal year. As theachievement-linked coefficient may vary in a range of 0-200% depending on the level of achievement of target ranges set
based on the “business profit” from the viewpoint of profit growth, and return on equity (ROE) from the viewpoint ofmaintaining the capital efficiency, from the management benchmarks listed in the Mid- to Long-term Business Plan. This
portion enhances the consistency with the features of the real estate business, which spans the medium-to long-term, andprovides a clearer incentive toward better performance for the medium-to the long-term.
The range of management benchmarks was determined by the Board of Directors as shown in the table below based on theMid- to Long-term Business Plan and the like after passing through the deliberation process of the Advisory Committee
Relating to Nominations and Compensation, a majority of whose members are Independent External Directors.
(The ranges for the fiscal year ending March 2021, the third year from the start of the system in the fiscal year ended March2019)
Ranges
The achievement-linked coefficient
Business profit
ROE

0% ~ 200%¥75,400 million ~ ¥105,600 million
6.5% ~ 12.5%(The ranges for the fiscal year ending March 2022, the third year from the start of the system in the fiscal year ended March
2020)
Ranges
The achievement-linked coefficient
Business profit
ROE

0% ~ 200%¥70,800 million ~ ¥99,200 million
6.5% ~ 12.5%– 23 –

• RS portion (non-performance-based portion)
The number of points (the “Number of RS Points”) to be granted to Target Directors, etc. for each fiscal year during thecovered period is calculated by dividing the amount of pre-determined base compensation with respect to each executive
position by the share price as of the acquisition of the Company’s shares by the Trust. By delaying the delivering, etc. ofshares until retirement of each Director, etc. from the Group, this portion creates incentives to contribute to the Group andenhance corporate value over the long-term.

Policy on ratios between fixed and variable compensation
Compensation of Directors concurrently serving as Executive Officers (executive Director) consists of basecompensation, bonus and share-based compensation so that it works as a clear incentive to improve performancenot only for the short-term, but also for the medium-to long-term. The policy for the ratios of the compensation
items is shown in the table below.
Compensation of the Chairman who is a non-executive Director and Chairman of the Board of Directors is made upof the base compensation and the RS portion of share-based compensation, taking into account the sharing ofinterests with shareholders based on holding a role of supervising execution of business from an objective
standpoint and also holding a role of enhancing long-term corporate value.
Also, Compensation of External Directors and Directors as Audit & Supervisory Committee Members consists onlyof base compensation due to their role of overseeing the business execution from an objective standpoint.
Fixed compensation

Director and Executive Officer

Variable compensation

Base compensation

Bonus

Share-based
compensation

Total

50%

25%

25%

50%

Note: The ratios above indicate a basic model when the Company pays 100% of its standard variable compensation amount.

– 24 –

Decision-making process of compensation, etc. for Directors
Maximum compensation amounts
The maximum amount of compensation, etc. for Directors (excluding Directors as Audit & Supervisory Committee
Members) is limited to up to ¥550 million per year in a separate framework from the performance-based, etc.
according to a resolution at the Ordinary General Meeting of Shareholders held on June 26, 2018. The number of
directors (excluding Directors as Audit & Supervisory Committee Members) at the time of the resolution was 8 (2External Directors).
Furthermore, as for the share-based compensation, the maximum amount of money to be contributed to the trust by
the Company during the covered period (three fiscal years) is ¥730 million, and the maximum number of Company
shares to be delivered, etc. to Directors of the Company is 423,000 shares according to a resolution at the Ordinary
General Meeting of Shareholders held on June 26, 2018. The number of Directors who were subject to the Plan at
the time of the resolution was 6 (excluding 2 External Directors).
The maximum amount of compensation, etc. for Directors as Audit & Supervisory Committee Members is limited
to up to ¥150 million per year according to a resolution at the Ordinary General Meeting of Shareholders held on
June 26, 2015. The number of Directors as Audit & Supervisory Committee Members at the time of the resolution
was 5 (including 3 External Directors). If Proposal No. 1 and Proposal No. 4 are approved as proposed, theamount of compensation, etc. for Directors who are Audit & Supervisory Committee Members will bewithin ¥170 million, and if proposal No. 3 is approved as proposed, the number of Directors who are
Audit & Supervisory Committee Members will be six (6) (including four (4) External Directors).
The amount of compensation for each Director
The amount of compensation for each Director (excluding Directors who are Audit & Supervisory Committee
Members) is determined at the Board of Directors following discussions at the Advisory Committee Relating toNominations and Compensation, for which the majority of committee members are Independent External Directors,
and the amount of compensation for each Director as Audit & Supervisory Committee Member is determined byconsultation of Audit & Supervisory Committee Members, within the maximum amount resolved at the
aforementioned Ordinary General Meetings of Shareholders.
Operation, etc. of compensation plan
Operation and revision of the compensation plan for Directors and the amount of the compensation for Directors
are determined by the Board of Directors based on deliberation by the Advisory Committee Relating toNominations and Compensation and reporting to the Board of Directors.
The Advisory Committee Relating to Nominations and Compensation carries out periodic monitoring of thecompensation plan of Directors and deliberates on general matters concerning the compensation for Directors.
Furthermore, in reviewing the appropriateness of the compensation level and the content of the share-based
compensation system that has been introduced at present, the Company makes a determination on the basis offactors such as the size of the Company and business characteristics, after obtaining advice from an external
compensation consultant.

– 25 –

Reference:Mid- to Long-term Business Plan, “New Value, Real Value”

The Mid- to Long-term Business Plan “New Value, Real Value” (hereinafter referred to as “the Plan”) wasestablished in April 2019 to enable the Group to create new value for society and realize growth of profits while
maintaining high asset and capital efficiency.

Four Value Creation Themes Engaged in by the Group
The Plan sets forth four value creation themes. These are themes that serve as the compass for ensuring the Grouputilizes its unique strengths and the kind of value that it continues to provide to society and customers.
1 Realization of enriched lifestyles and workstyles• Realize enriched lifestyles and work styles by providing products and services that are one step ahead of customer needs.
• Extend the value we have created through our distinguished marketing and positioning, such as PROUD, PMO, andOUKAS, to new business fields.
2 Multifunctional urban development toward exceptional convenience, comfort, and safety• Provide exceptional convenience, comfort, and safety to lifestyles through multifunctional urban development.
• Promote multifunctional urban development in various areas and schemes such as urban compact towns, station-front
redevelopment.
3 Urban development and community building toward the future of the global environment and local communities• Create sustainable cities and communities that are environmentally friendly and that grow together with local communities.
• Utilize digital technology to create a more convenient and comfortable future.
4 Global expansion of high-quality products and services• Globally expand high-quality products and services mainly in Asia which are cultivated in Japan.
• Thoroughly implement market-in approach in overseas markets and develop businesses with local partners that cater to thelifestyles and work styles of each country.

– 26 –

Profit Plan (Business Profit*)
Realize sustainable profit growth while maintaining high asset and capital efficiency(Billions of yen)
FY20/3(Results)

FY22/3(Phase 1)

FY25/3(Phase 2)

82.8

85.0

100.0

24.9

30.0

36.0

FY28/3(Phase 3)120.0-140.0

Business Profit by Business Unit*
Residential Development
Commercial Real Estate

39.2

33.0

36.0

Service & Management Sector

24.4

28.0

35.0

Investment Management

7.1

9.0

12.0

Property Brokerage & CRE

9.1

11.0

14.0

Property & Facility
Management

8.1

8.0

9.0

Adjustments

(5.6)

(6.0)

(7.0)

* Business profit = operating profit + share of profit (loss) of entities accounted for using equity method + amortization of
intangible assets associated with corporate acquisitions

Financial and Capital Policies
A balance of profit growth and shareholder returns based on the following mid- to long-term policy.
Asset Efficiency

Capital Efficiency

ROA:

ROE:

5% or more

ROA
ROE

Shareholder Returns (Phase 1)
Total return ratio:

10% or more
FY20/3(Results)
4.7%
9.1%

FY22/3Phase 1
Approx. 4–5%
Approx. 8–9%

Approx. 40–50%
FY25/3Phase 2

FY28/3Phase 3
5% or more
10% or more

Note: The Mid- to Long-term Business Plan was formulated in April 2019 and does not take into account the impact of the
spread of COVID-19.

– 27 –

Reference:

CSR/ESG Activities

The Group is engaging in CSR/ESG activities to face social issues that should be considered and to meet the
expectations of stakeholders in all business activities. Within the framework of four key themes and two promotion
foundations under the Nomura Real Estate Group CSR/ESG Policy, the Group has set quantitative and qualitative
targets linking these themes to SDGs and business activities, and conducted activities while steadily implementing
the PDCA cycle.

Sustainability/CSR/ESG Management Structure
The Group has established a CSR Committee (chaired by the Executive Vice President and Representative andGroup COO of Nomura Real Estate Holdings, Inc.) to promote CSR/ESG activities, which has deliberated policies
and action plans. The results of consideration by the committee are reported to the Board of Directors and reflected
in management plans and business activities.
On April 1, 2020, the Company established a new Sustainability Management Dept. as a dedicated organization forstrengthening and promoting these activities in future. Furthermore, the name of the CSR Committee was alsochanged to the Sustainability Committee (chaired by the Executive Vice President and Representative and GroupCOO of Nomura Real Estate Holdings, Inc.). These activities will be further promoted.

Sustainability/CSR Promotion Structure
Our Group Vision

New Value, Real Value
Integrating all that is precious to people and communities,
we build cities—dynamic stages that connect today with tomorrow’s possibilities—
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

Four Key Themes for Sustainability/ CSR
Safety/Security

Environment

Community

Health and Well-being

Sustainability/ CSR Promotion Foundation

Human Capital: Creating wellness, developing diverse human resources, etc.
Management Structure: Corporate governance, compliance, risk management, etc.
Main Accomplishments of Activities in the Fiscal Year Ended March 31, 2020
CSR/ESG activities were also conducted in the fiscal year ended March 31, 2020. The main accomplishments of these activities
were as follows. For information on activities by each division, please refer to the “Overview by Division” in the business report
below.
• Signed the United Nations Global Compact, indicating resolve to contribute to a sustainable society.
• Strengthened response to climate change (30% CO2 reduction per unit of floor space by 2030, consideration of risks andopportunities, etc.)• Improved disclosure (website and integrated report, etc.)– 28 –

Reference:

Four Key Themes

E

The Nomura Real Estate Group’s Policy on CSR/ESG

CSR Theme

Group Policy

Environment

The Nomura Real Estate Group recognizes that climate change, the depletion of natural resources, and thecollapsing of ecosystems are important social issues. It contributes to the realization of a sustainable society
through environmentally friendly urban development, including energy saving and low-carbon initiatives as wellas the use of renewal energy and appropriate utilization of resources. It also complies with environmental laws,
ordinances, and regulations, and promotes appropriate environmental management.

The Nomura Real Estate Group recognizes that building and infrastructure deterioration and obsolescence,
reduced urban functions, and increased natural disasters are important social issues. It contributes to therealization of the safety and security of customers and local communities through the provision of products andSafety/Security
services based on appropriate quality management and sustainable urban development. It also promotes thecreation of work and living environments in which business and daily living can continue even in times of
emergency.

Community

The Nomura Real Estate Group recognizes that community dysfunction and reduced vitality, and the related
weakening of communities due to factors such as the declining birth rate and aging population and the increasein the number of vacant dwellings are important social issues. The Group fosters connections with customers andlocal communities and supports the nurturing of communities by means of building design initiatives andoperational services. Through these measures, it is promoting smooth mutual assistance in emergencies andcommunity revitalization, and contributing to the realization of a cooperative society.

Health andWell-being

The Nomura Real Estate Group recognizes that the declining birth rate and aging population, globalization, andthe diversification of individual values and lifestyles are important social issues. It communicates withstakeholders and provides products and services for a healthy and comfortable life to all sorts of people,
regardless of their attributes. In that way, it respects diversity and contributes to the realization of a healthy andvigorous society.

Human Capital

The Nomura Real Estate Group aims to provide “wellness management” so that all its officers and employees
can carry out their work energetically and in good physical and mental health, which leads to sustainablecorporate growth. In this way, it contributes to the realization of a sustainable society, the continuation ofbusiness activities, and increased corporate value. The Group also promotes the occupational safety and healthmaintenance of its employees and suppliers, recognizing that those matters are important management issues.
Also, recognizing that the innovations brought about by diversity are important for the continued creation of newvalue, the Group works to promote diversity and create fair and rewarding workplaces so that human capital witha variety of perspectives and ways of thinking, regardless of their attributes, can fully demonstrate theirpersonalities and capabilities.

Management
Structure

The Nomura Real Estate Group promotes the strengthening of compliance as well as risk management andcorporate governance, recognizing that they are important management issues for the realization of a sustainable
society, the continuation of business activities, and increased corporate value. It also conducts its businessactivities with respect for the human rights of all people, including customers, local communities, employees,
and suppliers.

G

Two Promotion FoundationsS– 29 –

CSR Theme

Material Issues

Related SDGs

Upgrades to environmental management
Responding to climate changeE

Environment

Effective utilization of water resources
Consideration for biodiversity

Four Key Themes

Appropriate utilization of resources andpollution control
Improved safety/security in design andconstruction
Improved quality of safety/security in
Safety/Security operation and management
Initiatives for longer life and increased
durability
Safety and security in disasters
Community

Health andWell-being
S

Care for communities and support forrevitalization
Response to aging population and diversity
and support for health
Improved customer satisfaction andcomfortTwo Promotion Foundations

Health and safety of employees

G

Human Capital

Promotion of diversity

Creation of fair and rewarding workplaces
Improvements to human capital
Supplier safety
Corporate governanceManagement
Structure

Compliance
Risk management
Human rights
Improved supplier management– 30 –

(Attached documents)

Business Report(From April 1, 2019 to March 31, 2020)
1. Current status of the Group(1) Status of operations for the fiscal year under review
1) Progress and results of businessWe are pleased to announce a summary of operating results of our 16th term (April 1, 2019 toMarch 31, 2020).
During the fiscal year under review, economic sentiment in Japan generally underwent a
moderate recovery as consumer spending recovered due to improvements in the employment
and personal income. However, there were signs of weakness in exports and manufacturing,and economic activity stagnated as the impact of the spread of COVID-19 on society
emerged toward the end of the fiscal year.
In the real estate market, the residential market saw sales prices continue to rise while supply
volume declined due to factors such as intensification of competition for land acquisition, andthere continued to be a significant impact on sales based on differences in the levels of theconvenience of the regions and the properties themselves. In the office market, there was atrend of many deals due to the need for more space and relocations in connection withreconstruction of buildings, and declining vacancy rates and increasing rent revenue
continued nationwide. Also, in the real estate investment market, the total market size
steadily expanded thanks to the favorable domestic real estate market conditions.
However, the impact of COVID-19 on the real estate market has emerged through a decline
in hotel occupancy rates and decreased sales of retail facilities.
In the Group’s business, efforts have been focused mainly on hotels, fitness clubs and retailfacilities from the perspective of actively preventing the spread of COVID-19 based onrequests from the national government and local governments, but the impact on the results
for the fiscal year under review was insignificant.
In this business environment, the Nomura Real Estate Group (the “Group”) posted record
operating revenue and profit with the following consolidated performance for thisconsolidated fiscal year: Operating revenue of ¥676,495 million, which represents an increaseof 1.2% year on year; operating profit of ¥81,905 million, an increase of 3.5%; businessprofit* of ¥82,833 million, an increase of 4.0%; ordinary profit of ¥73,077 million, an
increase of 5.4%; and profit attributable to owners of parent of ¥48,886 million, an increaseof 6.6%.
From this consolidated fiscal year, Leasing Business Unit has been renamed Commercial
Real Estate Business Unit. Nomura Real Estate Life & Sports Co., Ltd., and Nomura Real
Estate Wellness Co., Ltd. and the senior business of Nomura Real Estate Development Co.,
Ltd., which had been classified under the Property & Facility Management Business Unit,
have been reclassified under the Commercial Real Estate Business Unit and the Residential
Development Business Unit, respectively. The rental housing business of Nomura Real Estate
Development Co., Ltd., which had been classified under the Commercial Real EstateBusiness Unit, has been reclassified under the Residential Development Business Unit. The
figures for comparisons with the year-before in the unit-by-unit performance section havebeen recalculated and represented according to the changes made in these reclassifications.
As a result of the transfer of a portion of shares in NF Power Service Co., Ltd., the Company
ceased being a consolidated subsidiary on April 1, 2019.
* Business profit = operating profit + share of profit (loss) of entities accounted for using
equity method + amortization of intangible assets associated with corporate acquisitions– 31 –

[Residential Development Business Unit]
Operating revenue in the Residential Development Business Unit totaled ¥334,710 million,
which represents a decrease of 10.8% year on year, and business profit totaled ¥24,905
million, a decrease of 0.5% year on year, resulting in a decrease in operating revenue andbusiness profit almost at the same level as the previous fiscal year.
Although there was a decrease in the number of housing units sold in the housing sales
business, the gross profit margin ratio for this business improved to 20.4% (19.1% in theprevious fiscal year).
In regard to housing sales, 4,739 units were recorded as sales (a decrease of 1,151 units year
on year), including PROUD Ebisu Hillside Garden (Shibuya-ku, Tokyo), PROUD CITY
Hiyoshi Residence I (Kohoku-ku, Yokohama-shi, Kanagawa) for condominiums, and
PROUD SEASON Setagaya Kinuta (Setagaya-ku, Tokyo) for detached housings. As of theend of the fiscal year under review, the number of completed housing inventories totaled 509
units (an increase of 233 units compared with the end of the previous fiscal year) and thenumber of contracted but not recorded housing units totaled 2,611 units (a decrease of 385
units compared with the end of the previous fiscal year).
In development projects in regional core cities in Japan and overseas, the Group has engaged
in joining a redevelopment project in Takasaki Station East Exit (Takasaki-shi, Gunma) inJapan and expanding its business in Ho Chi Minh City, Vietnam and Changzhou, China.
Furthermore, the Group is promoting the creation of housing aimed at net zero energy use
through insulation, power saving and power generation in Proud Takadanobaba (Shinjuku-ku,
Tokyo) which was selected by the Ministry of the Environment for the High-rise ZEH-M(Net Zero Energy House - Condominium) Support Project*.
* The High-rise ZEH-M (Net Zero Energy House - Condominium) Support Project included
in projects to promote the reduction of carbon emissions through the FY2019 ZEH (Net Zero
Energy House) subsidy for business expenses for reducing carbon dioxide emissions.
[Commercial Real Estate Business Unit]
Operating revenue in the Commercial Real Estate Business Unit totaled ¥215,820 million,
which represents an increase of 25.8% year on year, and business profit totaled ¥39,238
million, an increase of 3.1%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year.
This was mainly due to increases in revenues of properties for sales resulting from the sale ofproperties to REITs, etc. in the Investment Management Business Unit, and strategic
replacement of assets aimed at the creation of a highly competitive rental asset portfolio.
Construction of facilities including the PMO Nishishinjuku office building (Shinjuku-ku,
Tokyo), the Landport Narashino logistics facility (Narashino-shi, Chiba) and the GICROSGINZA GEMS retail facility (Chuo-ku, Tokyo) have been completed.
Furthermore, in order to respond to changes in diversifying customer needs, the Grouplaunched and began operation of the new brands of H¹O serviced small offices and H¹Tsatellite shared offices based on the concept of “humans first” in the office business, and the
MEFULL service-specialized retail facilities and SOCOLA community-based retail facilities
in the retail business.
In overseas business, the Group acquired the entirety of ZEN PLAZA CO., LTD, which owns
and operates the Zen Plaza office building in Ho Chi Minh City, Vietnam, and made it into awholly-owned subsidiary in June 2019.
Furthermore, the Group is engaged in the resolution of social issues and provision of newvalue through business activities, such as office brands meeting changes in companies’ needs
and workstyles (PMO, H¹O and H¹T), efforts to eliminate CO2 emissions due to electric
power purchased utilizing the “CO2 Zero Plan” in the NOHGA HOTEL Series and HotelNiwa, and Nomura Real Estate Life & Sports Co., Ltd., which operates the MEGALOS
sports club receiving the industry’s first award for the Tokyo Sports Promotion Model
Company.

– 32 –

[Investment Management Business Unit]
Operating revenue in the Investment Management Business Unit totaled ¥12,059 million,
which represents an increase of 25.1% year on year, and business profit totaled ¥7,149
million, an increase of 19.8%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year.
This was mainly due to an increase in assets under management at the domestic asset
manager Nomura Real Estate Asset Management Co., Ltd., and the full year contribution ofrevenue and profit of Lothbury Investment Management Limited, a real estate investment
manager in the UK which became a consolidated subsidiary of the Company in the previous
fiscal year.
Assets under management steadily increased in the core domestic REIT business, such as
Nomura Real Estate Master Fund, Inc. and Nomura Real Estate Private REIT, Inc. acquiring
a total of 15 properties (total transaction amount of ¥55,081 million) including PMO
Akihabara North (Taito-ku, Tokyo), Landport Narashino (Narashino-shi, Chiba), GEMS
Sangenjaya (Setagaya-ku, Tokyo) and Proud Flat Shibuya Tomigaya (Shibuya-ku, Tokyo)
from Nomura Real Estate Development Co., Ltd., in addition to progress in the formation ofprivate equity funds meeting the needs of investors.
Furthermore, Nomura Real Estate Asset Management Co., Ltd. has been actively engaged in
the provision of new value including consideration of ESG (environment, society andgovernance) in real estate investment, and received the 21st Century Principles of Financial
Action Minister of the Environment Award (Best Practice Example). This is because Nomura
Real Estate Master Fund, Inc., which is entrusted with investment, obtained and registered
third-party certification for the “Eco Action 21” environmental management system, which isa first for J-REITs*, and was recognized for contributing to the promotion of efforts formaking REITs and the entire real estate industry greener.
* J-REIT: Real Estate Investment Trust Securities listed on Japanese stock exchanges[Property Brokerage & CRE Business Unit]
Operating revenue in the Property Brokerage & CRE* Business Unit totaled ¥39,110 million,
which represents an increase of 4.9% year on year, business profit totaled ¥9,109 million, an
increase of 11.5%, resulting in an increases in operating revenue and business profit
compared with the previous fiscal year.
This was mainly due to an increase in brokerage commission fee, resulting from increases in
the number of transactions and total transaction value in retail business.
We have expanded the business areas in the retail business by opening the Yotsuya Center(Shinjuku-ku, Tokyo), Akabane Center (Kita-ku, Tokyo), Kyoto Center (Shimogyo-ku,
Kyoto-shi, Kyoto) and Kobe Sannomiya Center (Chuo-ku, Kobe-shi, Hyogo), bringing thetotal number of branch stores to 85, and in the wholesale business by opening the Hiroshima
Sales Office (Naka-ku, Hiroshima-shi, Hiroshima) and the Sendai Sales Office (Aoba-ku,
Sendai-shi, Miyagi).
Furthermore, Nomura Real Estate Urban Net Co., Ltd., which operates retail business, isengaged in the provision of new services to customers by actively utilizing ICT (Information
and Communication Technology) such as introducing “VR Home Staging” that uses virtual
reality technology utilizing AI to reproduce spaces within residential properties andcoordinating the furniture in rooms.
In addition, the Company was also ranked first in both the “Detached housing sales” and“Condominium purchases” rankings of real estate brokerage companies in the 2019 Oricon
Customer Satisfaction Survey for the fourth consecutive year.
* CRE: Corporate Real Estate. Real estate strategy support services for enterprises (such as
consulting on the effective utilization and trading of real estate).

[Property & Facility Management Business Unit]
Operating revenue in the Property & Facility Management Business Unit totaled ¥92,982
million, which represents an increase of 1.8% year on year, and business profit totaled ¥8,181– 33 –

million, an increase of 9.6%, resulting in increases in both revenue and business profit
compared with the previous fiscal year.
This was mainly due to an increase in revenue of property and facility management
associated with the increase in the number of residential properties under management and anincrease in revenue from construction orders due to the provision of re:Premium large-scale
repair works providing long-term warranties for Proud condominiums.
In addition, as of the end of the fiscal year under review, the number of buildings undermanagement was 723 buildings (down 9 from the end of the previous fiscal year), and thenumber of condominiums under management was 182,230 units (up 4,648).
Five facilities such as Landport Ome II commenced operation in the solar power generation
business, and the number of renewable energy facilities using the rooftops of logistics
facilities reached 18.
Furthermore, in Nomura Real Estate Partners Co., Ltd., initiatives that contributed to thecreation of high-quality housing stock were promoted through business activities such as thethree large-scale repair works of the Proud series utilizing re:Premium being certified for“Good Condominium Management” under the FY2019 “Project to Promote Long-term Good
Housing Renovation,” which is supported by the Ministry of Land, Infrastructure, Transport
and Tourism.
In addition, the Company was ranked first in the 2019 SumaiSurfin “Management Company
Customer Satisfaction Survey for the 11th consecutive year and also ranked first in the“Tokyo Metropolitan Area Condominium Management Company” ranking in the 2019
Oricon Customer Satisfaction Survey for the third consecutive year.
[Other Business Unit]
Operating revenue in the Other Business Unit totaled ¥168 million, which represents anincrease of 77.4% year on year, and business loss totaled ¥106 million (the previous fiscal
year was business loss of ¥43 million).
2) Capital investment
In the fiscal year under review, the Company spent a total of ¥20,360 million on capital
investment, including KAMEIDO PROJECT large retail facility section (tentative name)(Koto-ku, Tokyo).
3) Financing
In the fiscal year under review, the Company procured necessary funds through loans fromfinancial institutions, etc.
4) Business transfer, absorption-type company split or incorporation-type company split
Not applicable.
5) Acquisitions of other companies’ businesses
Not applicable.
6) Successions of rights or duties related to the businesses of other legal entities, etc. due toabsorption-type merger or absorption-type company split
Not applicable.
7) Acquisitions and disposals of shares, other equities, and share acquisition rights in othercompanies
On April 1, 2019, the Company transferred part of its shares in NF Power Service Co., Ltd.
The Group company Nomura Real Estate Development Co., Ltd. acquired the entirety of
ZEN PLAZA CO., LTD, which owns and operates the Zen Plaza office building in Vietnam,
on June 20, 2019.

– 34 –

(2) Trends in operating results and assets in and at the end of the fiscal year under review and themost recent three fiscal years

Classification

13th term(Fiscal year ended
March 31, 2017)

14th term(Fiscal year ended
March 31, 2018)

15th term(Fiscal year ended
March 31, 2019)(Millions of yen)
16th term(Fiscal year underreview)(Fiscal year ended
March 31, 2020)

Operating revenue

569,680

623,762

Operating profit

77,271

76,66079,162

81,905Business profit––

79,623

82,833

Ordinary profit

68,952

68,03369,32373,077

Profit attributable to owners of parent

47,00546,02945,87348,886

Basic earnings per share (Yen)

668,510

676,495

245.10240.89245.99267.21

Total assets

1,593,093

1,673,099

1,759,455

1,801,273

Net assets

493,813514,982

541,562

565,120

Net assets per share (Yen)

2,508.73

2,664.70

2,854.21

3,031.15

Note: Business profit = operating profit + share of profit (loss) of entities accounted for using equity
method + amortization of intangible assets associated with corporate acquisitions(3) Status of parent company and major subsidiaries
1) Parent company
Not applicable.
2) Major subsidiaries
Name

Share Capital(Millions of yen)

Ratio of voting
rights (%)

Principal businesses

Nomura Real Estate Development Co.,
Ltd.

2,000

100.0

General real estate business including saleand leasing of real estate

Nomura Real Estate Asset Management
Co., Ltd.

300

100.0

Investment management services including
REIT and privately placed real estate funds

Nomura Real Estate Urban Net Co., Ltd.

1,000

100.0

Brokerage and consignment sales of realestateNomura Real Estate Partners Co., Ltd.

200

100.0

General management of office buildings,
condominiums, etc.

NREG TOSHIBA BUILDING Co., Ltd.

14,372

95.0

Leasing of office buildings, stores, etc.

Nomura Real Estate Life & Sports Co.,
Ltd.

100

100.0

Planning and operation of sports facilities

Nomura Real Estate Heating andCooling Supply Co., Ltd.

480

100.0

Supply of heat as provided for under theHeat Supply Business Act

Geo Akamatsu Co., Ltd.

243

100.0

Planning and management of retail facilities

Nomura Real Estate Wellness Co., Ltd.

300

100.0

Development, planning, and operation of
housing services for the elderly

Nomura Real Estate Hotels Co., Ltd.

100

100.0

Planning and operation of hotels

UHM Co., Ltd.

32

100.0

Operation of hotels

Nomura Real Estate Amenity Service
Co., Ltd.

10

100.0

Cleaning of buildings and condominiums

NREG TOSHIBA BUILDINGFACILITIES Co., Ltd.

30

100.0

General management of office buildings, etc.

PRIME X. Co., Ltd.

100

60.0

Internet advertisingFirst Living Assistance Co., Ltd.

100

51.0

Services aimed at providing assistance tocustomers concerning their homes

Lothbury Investment Management
Limited

120 million
pound

100.0

Investment management services including
privately placed real estate funds in the UK

213,306 million
Vietnamese dong

100.0

Owning and operating office buildings in
VietnamZENPLAZA CO., LTD– 35 –

Notes: 1.
2.
3.
4.
5.
6.

On April 1, 2019, the Company transferred part of the shares of NF Power Service Co., Ltd., which was removed
from the scope of consolidation.
On June 20, 2019, the entirety of ZEN PLAZA CO., LTD was acquired, and it became a new major subsidiary.
On April 1, 2020, the Company acquired shares in NREG TOSHIBA BUILDING Co., Ltd held by minority
shareholders and made it into a wholly-owned subsidiary. The company’s name has been changed to Nomura Real
Estate Building Co., Ltd.
As of April 1, 2020, the merger has been completed with Nomura Real Estate Partners Co., Ltd. being the surviving
company and NREG TOSHIBA BUILDING FACILITIES Co., Ltd. being the absorbed company in absorption-typemerger.
The Company has no specified wholly-owned subsidiary as of the end of the fiscal year under review.
The ratios of voting rights of UHM Co., Ltd., Nomura Real Estate Amenity Service Co., Ltd., NREG TOSHIBABUILDING FACILITIES Co., Ltd., PRIME X. Co., Ltd., Lothbury Investment Management Limited, and ZEN
PLAZA CO., LTD are calculated based on shares held by subsidiaries of the Company.

(4) Issues to address
Regarding Mid- to Long-term business conditions surrounding the Group, there are social issues
such as the progress of a super-aging population, a declining population, and a labor shortage inJapan. In addition, the increase in the number of single and dual-income households, thediversification of lifestyles and workstyles, and the evolution of digital technologies are expected
to become increasingly prominent. Furthermore, there will be further changes to the way people
live, work, gather and consume due to the impact of COVID-19, and we recognize the need tofocus on trends in the previously robust domestic real estate market, as well as economic
conditions in Asian countries and Europe and the United States.
With this view of the environment, we will also ascertain the impact of COVID-19 on eachbusiness according to each business characteristic, deal with the possible dramatic changes in thebusiness environment, and conduct business while maintaining financial soundness.
Additionally, the Group will realize growth by further accelerating initiatives based on the four
following themes of value creation for society and customers set forth in the Mid- to Long-term
Business Plan “New Value, Real Value” established in April 2019.
◇ Realization of enriched lifestyles and workstyles◇ Multifunctional urban development toward exceptional convenience, comfort, and safety◇ Urban development and community building toward the future of the global environment andlocal communities◇ Global expansion of high-quality products and services
Amid the significant changes in the environment, the Group has already created highly original
new value and provided it to society and customers utilizing its strengths of real estatedevelopment capabilities based on market-in approach and commitment to the quality in urban
development and real estate-related services. We will respond to the ever-changing businessenvironment while pursuing the creation of new value in future.
Meanwhile, in sustainability, CSR and ESG activities, the Group has set the four key themes of
Safety/Security, Environment, Community, and Health and Well-being, and will create social andenvironmental value through its business activities. We will continue to establish systems forfurther accelerating sustainability/CSR/ESG initiatives, and aim to contribute to the realization ofa sustainable society and the sustainable increase of corporate value while increasing engagementwith stakeholders.
ROA of 5% or more, ROE of 10% or more and total return ratio of approximately 40-50% (inPhase I) have been established as mid- to long-term guidelines as we seek to achieve sustainableprofit growth and enhance shareholder returns while maintaining high asset and capitalefficiency.
We appreciate the continued support and encouragement of our shareholders.

– 36 –

(5) Principal business offices (as of March 31, 2020)
Business office of the Company
Head office: 1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo(6) Status of employees (as of March 31, 2020)
1) Employees in the Group
Business
Unit

Residential
Development
Business
Unit

Commercial
Real EstateBusiness
Unit

Investment
Management
Business
Unit

Property
Brokerage& CRE
Business
Unit

Property &Facility
Management
Business
Unit

Other
Business
Unit

Group
overall(incommon)

Total

1,138

1,404

193

1,654

2,378

3

406

7,176

163

649

6

146

2,738

0

18

3,720

Number of
employees
Number of
temporaryemployees
Notes: 1.
2.

The number of employees refers to the number of working employees. The number of temporary employees
indicates the annual average number calculated using a baseline of prescribed labor hours of regular employees of
the respective company. Due to the rounding of fractions, total figures may not match.
The figure stated in “Group overall (in common)” indicates the number of employees who belong to administrative
departments, which cannot be categorized as specified business units.

2) Employees in the Company
Number of employees

Increase/decrease from theprevious fiscal year-end

Average age

Average years of service

24

Decrease of 7

47.8

2.8

Notes: 1.
2.
3.

The number of employees refers to the number of working employees (the figure excludes such employees seconded
from the Company to another company but includes employees seconded to the Company from another company).
The employees are mainly employees seconded to the Company from Group companies such as Nomura Real Estate
Development Co., Ltd. The figure for the average years of service refers to the average length of service at theCompany, and the number of years of service at the Company of origin is not included in the calculation.
In addition to the above-listed employees, there are 229 employees of Nomura Real Estate Development Co., Ltd.
who concurrently serve for both companies.

– 37 –

(7) Status of principal lenders (as of March 31, 2020)
The Group follows a general principle of Group financing whereby it is chiefly the Company thatprocures financing and supplies these funds to its subsidiaries and associates. Status of principal
lenders as of the end of the fiscal year under review is as follows:(Millions of yen)
LenderAmount borrowed

MUFG Bank, Ltd.

146,500

Sumitomo Mitsui Banking Corporation

100,500

Mizuho Bank, Ltd.

85,500Sumitomo Mitsui Trust Bank, Limited

44,000Resona Bank, Limited

42,000(8) Other important matters relating to the current status of the GroupNot applicable.

– 38 –

2. Status of the Company(1) Shares of the Company (as of March 31, 2020)
1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
192,875,301 shares(including 9,399,164 treasury shares)
Note: The total number of shares issued increased by 502,200 shares due to the exercise of stock options.
The number of treasury shares above does not include 1,715,202 shares held by the executive
compensation BIP (Board Incentive Plan) trust and 252,815 shares held by the ESOP (Employee Stock
Ownership Plan) trust for granting stock for employees.

3) Number of shareholders:
4) Major shareholders (top 10)

26,113
Number of shared held
(Hundreds of shares)

Shareholding ratio (%)

Nomura Holdings, Inc.

647,775

35.30

Japan Trustee Services Bank, Ltd. (Trust account)

82,760

4.51

The Master Trust Bank of Japan, Ltd. (Trust account)

81,909

4.46

Japan Trustee Services Bank, Ltd. (Trust account 9)31,5401.71

Nomura Real Estate Holdings Employee Shareholding
Association

28,734

1.56

Japan Trustee Services Bank, Ltd. (Trust account 5)

24,426

1.33

BNYMSANV AS AGENT/CLIENTS LUX UCITS NON
TREATY 1

23,847

1.29

Name

Japan Trustee Services Bank, Ltd. (Trust account 7)

21,035

1.14

JP MORGAN CHASE BANK 385151

20,159

1.09

STATE STREET BANK WEST CLIENT - TREATY 505234

19,5231.06

Notes: 1.
2.

Although the Company holds 9,399,164 treasury shares, it is excluded from the list of major shareholders above.
The 9,399,164 treasury shares are excluded in the calculation of the shareholding ratio.

5) Other important matters relating to shares
The Company resolved the acquisition of treasury shares, under Article 459, Paragraph 1 of
the Companies Act and Article 32 of the Company’s Articles of Incorporation, at themeetings of the Board of Directors held on April 25, 2019 and October 28, 2019, and madethe acquisition as follows.
Acquisition of treasury shares by resolution at the meeting of the Board of Directors held on
April 25, 2019
Type and number of shares acquired:
1,763,500 common shares
Total amount of shares acquired:
3,999 million yen
Period of acquisition:
From April 26, 2019 to October 8, 2019
Acquisition of treasury shares by resolution at the meeting of the Board of Directors held on
October 28, 2019
Type and number of shares acquired:
1,539,000 common shares
Total amount of shares acquired:
3,999 million yen
Period of acquisition:
From October 29, 2019 to March 11, 2020
The Company has introduced a performance-based stock incentive plan for Directors(excluding Directors as Audit & Supervisory Committee Members, External Directors andnon-residents of Japan) (“executive compensation BIP trust”), according to a resolution at the
14th Ordinary General Meeting of Shareholders held on June 26, 2018. At the end of the
fiscal year under review (March 31, 2020), the number of shares of the Company held by the
executive compensation BIP trust, including those of major subsidiaries such as Nomura Real
Estate Development Co., Ltd which introduced same plan, was 1,715,202 shares.

– 39 –

Furthermore, the Company has introduced the “ESOP (Employee Stock Ownership Plan)trust for granting stock,” an incentive plan for employees of the Company and the Group,
according to a resolution at the meeting of the Board of Directors held on February 21, 2019.
At the end of the fiscal year under review (March 31, 2020), the number of shares of theCompany held by the ESOP (Employee Stock Ownership Plan) trust for granting stock was
252,815 shares.

– 40 –

(2) Status of company officers
1) Directors (as of March 31, 2020)
Name

Position and responsibility in the
CompanySignificant concurrent positions

Atsushi Yoshikawa

Director and Chairman of the Board of
Directors

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer
Group CEO

Chair and Representative Director of Nomura Real
Estate Development Co., Ltd.

Seiichi Miyajima

Executive Vice President andRepresentative Director
Group COO

President and Representative Director, and Chief
Executive Officer of Nomura Real Estate
Development Co., Ltd.

Toshiaki Seki

Executive Vice President andRepresentative Director
Business Unit Manager of Commercial
Real Estate Business Unit

Executive Vice President and Representative
Director of Nomura Real Estate Development Co.,Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.

Makoto Haga

Director and Executive Officer
Group CFO
Supervisor of Management Division
Investor relations
Corporate Communications Dept.

Director and Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.

Satoko Shinohara

Director

Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma andAssociates

Tetsuro Higashi

Director

Outside Director of Seven & i Holdings Co., Ltd.
Outside Director of Ube Industries, Ltd.

Takao Orihara

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Life & Sports Co., Ltd.

Yasushi Takayama

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Asset Management Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of NREGTOSHIBA BUILDING Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Hotels Co., Ltd.
Audit & Supervisory Board Member of RyubundoCo., Ltd.
Audit & Supervisory Board Member of UHM Co.,Ltd.
Audit & Supervisory Board Member of PRIME X.
Co., Ltd.

Akira Ono

Director(Audit & Supervisory Committee
Member)Partner of Spring Partners

Yoshio Mogi

Director(Audit & Supervisory Committee
Member)– 41 –

Director of Nomura Real Estate Development Co.,Ltd.
Outside Director of Ryohin Keikaku Co., Ltd.

–

Name
Akiko Miyakawa

Position and responsibility in the
Company
Director(Audit & Supervisory Committee
Member)Significant concurrent positions
Representative of Akiko Miyakawa CPA Office

Notes: 1.

Tetsuro Higashi was elected as Director at the Ordinary General Meeting of Shareholders held on June 25, 2019, andassumed his office.
2. Yasushi Takayama, Yoshio Mogi and Akiko Miyakawa were elected as Director (Audit & Supervisory Committee
Member) at the Ordinary General Meeting of Shareholders held on June 25, 2019, and assumed their respective
offices.
3. Directors Hiroyuki Kimura and Shigeru Matsushima retired at the conclusion of the Ordinary General Meeting of
Shareholders held on June 25, 2019, due to the expiry of their terms of office.
4. Directors (Audit & Supervisory Committee Members) Shigeki Fujitani, Satoshi Ogishi and Akira Yamate retired at
the conclusion of the Ordinary General Meeting of Shareholders held on June 25, 2019, due to the expiry of theirterms of office.
5. Directors Satoko Shinohara and Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Akira
Ono, Yoshio Mogi and Akiko Miyakawa are External Directors.
6. Directors Satoko Shinohara and Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Akira
Ono, Yoshio Mogi and Akiko Miyakawa are Independent Directors/Auditors as stipulated under the regulations of
the Tokyo Stock Exchange.
7. Director (Audit & Supervisory Committee Member) Takao Orihara has extensive knowledge of finance andaccounting from his many years of business experience in finance.
8. Director (Audit & Supervisory Committee Member) Yasushi Takayama has extensive knowledge of finance andaccounting from his many years of business experience in finance.
9. Director (Audit & Supervisory Committee Member) Yoshio Mogi has extensive knowledge of finance andaccounting due to his business experience as CFO at a company listed on the First Section of the Tokyo Stock
Exchange.
10. Director (Audit & Supervisory Committee Member) Akiko Miyakawa has great knowledge and experience andprofound insights as an expert at accounting and auditing acquired through her many years working as a Certified
Public Accountant.
11. The Company appoints full-time Audit & Supervisory Committee Members to strengthen the auditing andsupervising function by collecting information from the Directors (excluding Audit & Supervisory Committee
Members), Executive Officers, employees, etc., attending at important company meetings, and ensuring sufficient
coordination between the committee and the internal audit department and others.
12. The name of Director Satoko Shinohara as described here and above is her professional name, but her name on thefamily register is Satoko Kuma.
13. NREG TOSHIBA BUILDING Co., Ltd., where Director Toshiaki Seki and Director (Audit & Supervisory
Committee Member) Yasushi Takayama concurrently serve in significant positions, changed its corporate name to
Nomura Real Estate Building Co., Ltd. on April 1, 2020.
14. As of April 1, 2020, positions and responsibilities and significant concurrent positions of Director Makoto Haga are
as follows:
Position and responsibility in the
Significant concurrent positions
Name
Company
Makoto Haga

Director and Executive Officer
Group CFO
Supervisor of Management Division
Investor relations

Director and Senior Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.

2) Outline of limited liability agreements
Directors Atsushi Yoshikawa, Satoko Shinohara and Tetsuro Higashi, and five Directors(Audit & Supervisory Committee Members), have entered into agreements with the Company
to limit their liability for damages provided for in Article 423, Paragraph 1 of the Companies
Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. The
maximum amount of liability based on the said agreements, on condition that they performtheir duties in good faith and without gross negligence, shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

– 42 –

3) Total amount of compensation, etc. to Directors
Breakdown

Category

Total
number of
persons
paid

Total
payment
amount(Millionsof yen)Base compensation(Millions of yen)

Bonus(Millions of yen)

Share-based
compensation(Millions of yen)

Number of
personspaid

Amountpaid

Number of
personspaid

Amountpaid

Number of
personspaid

Amount
paid

4

101

5

106

Directors (excluding
Audit & Supervisory
Committee Members)

9

495

9

287

(Of which,External
Directors)

(3)

(27)

(3)

(27)

(–)

(–)

Directors (Audit &Supervisory Committee
Members)

8

144

8

144

–

–

(Of which,External
Directors)

(5)

(42)

(5)

(42)

(–)

(–)

Total

17

639

17

431

Notes: 1.

2.

3.

4.

5.

4

101

5

106

The number of Directors (excluding Directors as Audit & Supervisory Committee Members) is currently seven (ofwhich two are External Directors) as of the end of the fiscal year under review. The reason for the difference with
the number of persons paid shown above is the inclusion of two Directors who retired at the conclusion of theOrdinary General Meeting of Shareholders held on June 25, 2019.
The number of Directors (Audit & Supervisory Committee Members) is currently five (of which three are External
Directors) as of the end of the fiscal year under review. The reason for the difference with the number of persons
paid shown above is the inclusion of three Directors (Audit & Supervisory Committee Members) who retired at theconclusion of the Ordinary General Meeting of Shareholders held on June 25, 2019.
The compensation amount (“base compensation” and “bonus”) of Directors has been set as no greater than ¥550
million per year for Directors (excluding Directors as Audit & Supervisory Committee Members) per the proposal
approved at the Ordinary General Meeting of Shareholders held on June 26, 2018, and no greater than ¥150 million
per year for Directors (Audit & Supervisory Committee Members) per the proposal approved at the Ordinary
General Meeting of Shareholders held on June 26, 2015. The compensation amount of Directors is shown as theamount recorded by the Company as an expense during the fiscal year under review regardless of whether it was
paid during the fiscal year under review.
Apart from the compensation amount for Directors in Note 3 above, a performance-based stock incentive plan for
Directors (excluding External Directors and Directors as Audit & Supervisory Committee Members) was introduced,
and the Company’s contribution to a trust as compensation for Directors (excluding External Directors and Directors
as Audit & Supervisory Committee Members) will not be an amount of more than ¥730 million over the relevant
period of three fiscal years, per the proposal approved at the Ordinary General Meeting of Shareholders held on June
26, 2018.
The amount paid as “share-based compensation” above includes performance-based stock incentive recorded as an
expense for the fiscal year under review.
The amount paid as “share-based compensation” above includes the compensation amount in the form of stock
options recorded as an expense during the fiscal year under review (¥3 million for five Directors (excluding External
Directors and Directors as Audit & Supervisory Committee Members)).
Compensation in the form of stock options is paid within the annual maximum amount of ¥650 million per the
proposal approved at the Ordinary General Meeting of Shareholders held on June 26, 2015, prior to the introductionof the compensation plans shown in Notes 3 and 4 above. The Company has determined to abolish the current stock
options system and stop granting new stock options after granting stock options as compensation for Directors forthe fiscal year ended March 2018.

– 43 –

4) External Officers
a. Relations between other organizations where significant concurrent positions are assumed
and the Company
Category
Director

Name
Satoko Shinohara

Director

Tetsuro Higashi

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Significant concurrent positions

Not applicable

Representative Director of Spatial
Design Studio

Not applicable

Representative Director of Kengo
Kuma and Associates

Not applicable

Outside Director of Seven & i
Holdings Co., Ltd.

Not applicable

Outside Director of Ube Industries,
Ltd.

Not applicable

Partner of Spring Partners

Not applicable

Director
Yoshio Mogi
(Audit & Supervisory
Committee Member)
Director
Akiko Miyakawa(Audit & Supervisory
Committee Member)
Notes: 1.

2.

Relationship with the Company

Professor of Japan Women’s
University––

Representative of Akiko Miyakawa
CPA Office

Not applicable

The Company’s wholly-owned subsidiary, Nomura Real Estate Development Co., Ltd. has transactions with Japan
Women’s University, where Director Satoko Shinohara holds an important concurrent position, mainly in consulting
for community designs. The transaction amount in the most recent business year is minor and represents less than
2% of the consolidated operating revenue of the Company and of the revenue of said university.
Nomura Real Estate Development Co., Ltd. has transactions with Kengo Kuma and Associates, where Director
Satoko Shinohara holds an important concurrent position, mainly in consulting for community designs. The
transaction amount in the most recent business year is minor and represents less than 2% of the consolidated
operating revenue of the Company and of the net sales of said company.

b. Main activities for the fiscal year under review
Category

Name

Main activities

Director

Satoko Shinohara

Ms. Shinohara attended 15 out of 16 meetings of the Board of Directors held
during the fiscal year under review and asked questions and expressed opinions
on proposals, deliberations and other matters as necessary.

Director

Tetsuro Higashi

Mr. Higashi attended 13 out of 13 meetings of the Board of Directors held after
he assumed the position on June 25, 2019, and asked questions and expressed
opinions on proposals, deliberations and other matters as necessary.

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Mr. Ono attended 15 out of 16 meetings of the Board of Directors and 13 out of
13 meetings of the Audit & Supervisory Committee held during the fiscal year
under review and asked questions and expressed opinions on proposals,deliberations and other matters as necessary.

Director
Yoshio Mogi
(Audit & Supervisory
Committee Member)

Mr. Mogi attended 13 out of 13 meetings of the Board of Directors and 9 out of
9 meetings of the Audit & Supervisory Committee held after he assumed theposition on June 25, 2019, and asked questions and expressed opinions on
proposals, deliberations and other matters as necessary.

Director
Akiko Miyakawa(Audit & Supervisory
Committee Member)

Ms. Miyakawa attended 13 out of 13 meetings of the Board of Directors and 9out of 9 meetings of the Audit & Supervisory Committee held after she
assumed the position on June 25, 2019, and asked questions and expressed
opinions on proposals, deliberations and other matters as necessary.

– 44 –

(3) Accounting Auditor
1) NameErnst & Young ShinNihon LLC

2) Amount of compensation, etc.
Amount of payment(Millions of yen)

Category
Amount of compensation, etc. to be paid to the Accounting Auditor for the fiscal year
under review

83

Total amount of money and other financial profits to be paid by the Company and its
subsidiaries to the Accounting Auditor

195

Notes: 1.

2.

3.

Since the audit contract between the Company and the Accounting Auditor does not clearly distinguish between theamounts of compensation, etc. for audits conducted based on the Companies Act and based on the Financial
Instruments and Exchange Act, respectively and it is not possible to substantively distinguish them, the amount ofcompensation, etc. to be paid to the Accounting Auditor for the fiscal year under review is the total amount for both.
The Audit & Supervisory Committee obtained necessary resources and received reports from the Directors, financedivision and the Accounting Auditor, and upon doing so, it confirmed the Accounting Auditor’s record ofachievements and record of compensation in the past and examined the Accounting Auditor’s audit plan and groundsof the calculation of the compensation estimate for the fiscal year under review. As a result, the Audit & Supervisory
Committee judged that the Accounting Auditor’s amount of compensation, etc. was suitable and provided its consent
pursuant to Article 399, Paragraph 1 of the Companies Act.
Of the Company’s major subsidiaries, Lothbury Investment Management Limited, and ZEN PLAZA CO., LTD are
subject to auditing by Certified Public Accountants and auditing firms (including those with equivalentqualifications overseas) other than the Company’s Accounting Auditor.

3) Description of non-auditing services
Not applicable.
4) Policy for dismissal or non-reappointment decision of Accounting Auditor
If the Accounting Auditor is recognized as falling under any of the items listed in Article 340,
Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall dismiss the
Accounting Auditor with the unanimous consent of all Audit & Supervisory Committee
Members.
In addition, notwithstanding the above, if it is recognized that the Accounting Auditor’s
fulfilment of appropriate auditing would be difficult due to the occurrence of reasons thatcompromise the eligibility or independence of the Accounting Auditor, the Audit &Supervisory Committee shall propose the dismissal or non-reappointment of the Accounting
Auditor at a General Meeting of Shareholders.

– 45 –

(4) Policy regarding decisions on the dividends of surplus
Under the Mid- to Long-term Business Plan formulated in April 2019, the Company has targeted
the total return ratio in each fiscal year to be around 40-50% in Phase 1 (from fiscal year ended
March 31, 2020 to fiscal year ending March 31, 2022).
Based on these guidelines, the Company has set the year-end dividend for the fiscal year ended
March 31, 2020 at ¥40.0 per share as forecasted based on the policy of ensuring stable increases
in dividends based on growth in earnings. Combined with the second quarter-end dividend, theannual dividend per share will be ¥80.0.
During the fiscal year under review, 3,302,500 treasury shares were purchased at a total cost of¥7,999 million based on comprehensive consideration of factors such as financial soundness,share price and the business environment. As a result, the total return ratio for the fiscal year
under review was 46.5%.
In regard to the dividend for the next fiscal year, the annual dividend per share will be ¥80.0
based on the policy of continuing to provide stable dividends.

– 46 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2020
(Millions of yen)
Liabilities

AssetsCurrent Assets:

906,726

Cash and Deposits

78,401

Notes and Accounts Receivable - Trade

25,359Real Estate for Sale

234,973

Real Estate for Sale in Process

298,787

Land Held for Development

180,358

Equity Investments

30,983

Other

57,882

Allowance for Doubtful Accounts(20)

Non-current Assets:

894,547

Property, Plant and Equipment

756,321

Buildings and Structures

206,958Land

526,809

Other

22,553

Intangible Assets

20,223

Investments and Other Assets

118,003

Investment Securities

58,952

Leasehold and Guarantee Deposits

27,999Deferred Tax Assets

22,696

Other

8,354

Allowance for Doubtful Accounts

Total Assets

Current Liabilities:
Notes and Accounts Payable - Trade
Short-term Borrowings
Current Portion of Bonds Payable
Income Taxes Payable
Deposits Received
Provision for Bonuses
Provision for Bonuses for Directors (andother officers)
Provision for Loss on Business
Liquidation
Other
Non-current Liabilities:
Bonds Payable
Long-term Borrowings
Leasehold and Guarantee Deposits
Received
Deferred Tax Liabilities
Deferred Tax Liabilities for Land
Revaluation
Provision for Share-based Remuneration
Retirement Benefit Liability
Other
Total Liabilities

302,068
94,19772,00020,00019,47635,5648,410
473
1951,927934,084
120,000
658,000
62,392
61,3893,900
1,541
18,705
8,157
1,236,153

Net Assets(0)1,801,273

Shareholders’ Equity:
Share Capital
Capital Surplus
Retained Earnings
Treasury Shares
Accumulated Other Comprehensive
Income:Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
Remeasurements of Defined Benefit
Plans
Share Acquisition Rights:
Non-controlling Interests:
Total Net Assets
Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 47 –

543,630
117,822
111,065
342,081(27,339)
6,547
2,915
1,044
7,860
(1,322)(3,950)1,850
13,091
565,120
1,801,273

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2020
(Millions of yen)

Operating Revenue
Operating Costs
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Share of Profit of Entities Accounted for Using Equity Method
Adjustment Income for Cancellation
Gain on Sales of Investment Securities
Other
Non-operating Expenses
Interest Expenses
Other
Ordinary Profit
Extraordinary Income
Gain on Sales of Non-current Assets
Extraordinary Losses
Impairment Loss
Loss on Building Reconstruction
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
ProfitProfit Attributable to Non-controlling Interests
Profit Attributable to Owners of Parent
Note: The figures are denoted by rounding fractions down to the unit indicated.

– 48 –

676,495
482,772
193,723
111,817
81,905
1,350
86
122
313
398
102
327
10,178
8,788
1,389
73,077
393
393
381
121
260
73,09024,388(934)
49,636749
48,886

NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2020
(Millions of yen)
Liabilities

AssetsCurrent Assets:

382,501

Cash and Deposits

50,127

Accounts Receivable - Trade

1,858

Prepaid Expenses
Short-term Loans Receivable
Other
Non-current Assets:

Tools, Furniture and Fixtures

111

Intangible Assets

2,196

Software2,188

Investments and Other Assets
Investment Securities

Long-term Loans Receivable from
Subsidiaries and Associates

629,300

Long-term Prepaid Expenses
Deferred Tax Assets
Other

Provision for Bonuses

264

Provision for Bonuses for Directors (andother officers)

101

Other

138
781,403

Bonds Payable

120,000

Long-term Borrowings

658,000
198
3,204

Total Liabilities

912,569
Net Assets

Shareholders’ Equity:284,381

4,138

Share Capital

117,822609

Capital Surplus

118,185

Legal Capital Surplus

0

Retained Earnings
Other Retained Earnings
Retained Earnings Brought Forward
Treasury Shares

75,71275,71275,712(27,339)(17)

Valuation Difference on Available-forsale Securities(2)

Deferred Gains or Losses on Hedges(14)

Total Net Assets
1,198,784

118,185

Valuation and Translation Adjustments:

Share Acquisition Rights:

Total Assets

255
36,911

Other

238

466
1,029

Provision for Share-based Remuneration

813,935

179,647

20,000Non-current Liabilities:

8

Shares of Subsidiaries and Associates

Current Portion of Bonds Payable

Deposits Received

816,28239

72,000

Income Taxes Payable

5,064

Buildings

Short-term Borrowings

Accrued Expenses

325,277150

131,166

Accounts Payable - Other

173

Property, Plant and Equipment

Other

Current Liabilities:

Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 49 –

1,850
286,214
1,198,784

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2020
(Millions of yen)

Operating Revenue
Dividends from Subsidiaries and Associates
Financial Revenue
Business Advisory Fee
Other
Operating Costs
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Gain on Forfeiture of Unclaimed Dividends
Interest on Refund of Income Taxes
Other
Non-operating Expenses
Commission fee
Loss on Investments in Partnership
Other
Ordinary Profit
Extraordinary Income
Gain on Reversal of Share Acquisition Rights
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
Profit43,01825,155
12,595
858
4,408
7,914
35,103
9,407
25,696
51
1
34
7
5
2
84
58
25
0
25,66231
31
25,69495
123
25,476

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 50 –

Audit Report of Accounting Auditor on Consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 19, 2020
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements, which
comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net
assets and the notes to the consolidated financial statements of Nomura Real Estate Holdings, Inc. (the “Company”) applicableto the fiscal year from April 1, 2019 through March 31, 2020.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position and results of operations of the Nomura Real Estate Group, which consisted of the Company and consolidated
subsidiaries, applicable to the fiscal year ended March 31, 2019 in conformity with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements sectionof our report. We are independent of the Company and its consolidated subsidiaries in accordance with the ethical requirementsthat are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Management’s and Audit & Supervisory Committee’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
the consolidated financial statements with the assumption of a going concern, and in accordance with accounting principles
generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Committee is responsible for overseeing the Directors’ performance of duties within the maintenance andoperation of the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on the
consolidated financial statements based on our audit from an independent point of view. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence thedecisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:・ Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ When auditing the consolidated financial statements, obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control.

– 51 –

・ Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and related notes thereto.
・ Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of a going concern
by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the consolidated financial
statements or, if the notes to the consolidated financial statements on material uncertainty are inadequate, to express aqualified opinion with exceptions on the consolidated financial statements. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
・ Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated financial statements
are in accordance with accounting standards generally accepted in Japan, as well as evaluate the presentation, structure, andcontent of the consolidated financial statements, including the related notes thereto, and whether the consolidated financial
statements fairly present the underlying transactions and accounting events.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervisionand performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit process, andother matters required by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and to communicate with them all relationships and other matters that may reasonably bedeemed to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be stated incompliance with the Certified Public Accountants Act.

– 52 –

Audit Report of Accounting Auditor on Non-consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 19, 2020
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial statements,
which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statementof changes in net assets, the notes to the non-consolidated financial statements and the related supplementary schedules of
Nomura Real Estate Holdings, Inc. (the “Company”) (hereinafter referred to as the “non-consolidated statements, etc.”)
applicable to the 16th business year from April 1, 2019 through March 31, 2020.
In our opinion, the non-consolidated financial statements, etc. referred to above present fairly, in all material respects, thefinancial position and results of operations of Nomura Real Estate Holdings, Inc. applicable to the 15th business year ended
March 31, 2019 in conformity with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements, etc.
section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Japan, and we have fulfilled our ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Management’s and Audit & Supervisory Committee’s Responsibility for the Non-consolidated Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the non-consolidated financial statements, etc. inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of the non-consolidated financial statements,
etc. that are free from material misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, etc., management is responsible for assessing whether it is appropriate toprepare the non-consolidated financial statements, etc. with the assumption of a going concern, and in accordance withaccounting principles generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Committee is responsible for overseeing the Directors’ performance of duties within the maintenance andoperation of the financial reporting process.
Auditor’s Responsibility for the Audit of the Non-consolidated Financial Statements, etc.
Our responsibilities are to obtain reasonable assurance about whether the non-consolidated financial statements, etc. as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on
the non-consolidated financial statements, etc. based on our audit from an independent point of view.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the decisions of users of these non-consolidated financial statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:・ Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.

– 53 –

・ When auditing the non-consolidated financial statements, etc., obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.
・ Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and related notes thereto.
・ Conclude on the appropriateness of preparing the non-consolidated financial statements, etc. with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the non-consolidated
financial statements, etc. or, if the notes to the non-consolidated financial statements, etc. on material uncertainty are
inadequate, to express a qualified opinion with exceptions on the non-consolidated financial statements, etc. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
・ Evaluate whether the presentation of the non-consolidated financial statements, etc. and notes to the non-consolidated
financial statements are in accordance with accounting standards generally accepted in Japan, as well as evaluate thepresentation, structure, and content of the non-consolidated financial statements, etc., including the related notes thereto, andwhether the non-consolidated financial statements, etc. fairly present the underlying transactions and accounting events.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit process, andother matters required by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and to communicate with them all relationships and other matters that may reasonably bedeemed to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

– 54 –

Audit Report of the Audit & Supervisory Committee(Translation)

Audit Report
The Audit & Supervisory Committee has conducted audit on the execution of duties by Directors for the 16th business year from
April 1, 2019 to March 31, 2020, and hereby reports the methods, details and results of audit as follows:
1. The Methods and Details of the Audit
With regard to the resolution of the Board of Directors concerning the matters stipulated in Article 399-13, Paragraph 1, Item
1, (b) and (c) of the Companies Act, as well as the system (the internal control system) developed based on such resolution,
the Audit & Supervisory Committee received reports regularly and requested explanation as necessary from the Directors,
Executive Officers, employees, etc. on the establishment and operation of such system, expressed its opinion, and conducted
audit by the following methods.
1) In accordance with the Audit & Supervisory Committee audit criteria established by the Audit & Supervisory Committee,
as well as the auditing policies and allocation of duties, we cooperated with the internal control department of the Company;
attended significant meetings; obtained reports on matters related to the execution of duties from Directors, Executive
Officers, employees, etc.; requested explanation as necessary; reviewed documents which record approval of material
matters; and conducted investigations regarding the status of the business operations and assets. With respect tosubsidiaries, the Audit & Supervisory Committee communicated and exchanged information with Directors, Executive
Officers, Audit & Supervisory Board Members, etc. of the subsidiaries, and received business reports from subsidiaries asnecessary.
2) The Audit & Supervisory Committee monitored and verified if the Accounting Auditor kept its independent position andperformed appropriate audit, received reports on the execution of duties from the Accounting Auditor, and requested
explanation as necessary. Also, a notice informing that the “system to ensure appropriate execution of duties” (set forth initems of Article 131 of the Ordinance on Accounting of Companies) has been established in accordance with the standards
for auditing quality control and others was received from the Accounting Auditor, and we requested explanation asnecessary.
Based on the methods as described above, the Audit & Supervisory Committee examined the business report andsupplementary schedules, the non-consolidated financial statements (the non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and the notes to the non-consolidated financial
statements) and supplementary schedules, and the consolidated financial statements (the consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets and the notes to the consolidated financial
statements) for the business year under review.
2. Results of Audit(1) Audit results of business report and other documents concerned
1) We confirm that the business report and supplementary schedules comply with the laws and regulations and with the
Articles of Incorporation and correctly represent the Company status.
2) We have not detected any misconduct or material fact of violation of the relevant laws and regulations or the Articles ofIncorporation in connection with the execution of duties by Directors.
3) We confirm that the content of the resolution of the Board of Directors concerning the internal control system is fair andreasonable. Furthermore, we have not found anything that should be pointed out with respect to the content of the business
report and the execution of duties by Directors concerning the internal control system.
(2) Audit results of the non-consolidated financial statements and supplementary schedules
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
(3) Audit results of the consolidated financial statements
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
May 20, 2020
Nomura Real Estate Holdings, Inc. Audit & Supervisory Committee
Audit & Supervisory Committee Member (Full-time) Takao Orihara(Seal)
Audit & Supervisory Committee Member (Full-time) Yasushi Takayama (Seal)
Audit & Supervisory Committee Member
Akira Ono
(Seal)
Audit & Supervisory Committee Member
Yoshio Mogi
(Seal)
Audit & Supervisory Committee Member
Akiko Miyakawa (Seal)(Note) Audit & Supervisory Committee Members Akira Ono, Yoshio Mogi and Akiko Miyakawa are External Directors as
stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

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