[English Translation of Selected Pages]

To:(Code: 3231)
June 8, 2011

Shareholders

Hirohisa Suzuki
President
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 7th Ordinary General Meeting of Shareholders
Dear Shareholder:
We extend our deepest sympathies to everyone who suffered from the Great East Japan
Earthquake that occurred in March this year.
You are cordially invited to attend the 7th Ordinary General Meeting of Shareholders ofNomura Real Estate Holdings, Inc., which will be held as follows.
If you are unable to attend the meeting in person, you may exercise your voting rights by eitherof the following two methods. Please review the attached reference documents for the General Meetingof Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 28 (Tuesday), 2011.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for each of the proposals on the enclosed proxy card, andreturn it so that it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please access the website for exercising voting rights specified by the Company (http://www.evote.jp/,Japanese-only) and enter your approval or disapproval for each of the proposals listed thereon before thedeadline stated above.

Description
1. Date and Time:

Wednesday, June 29, 2011, at 10:00 a.m.

2. Place:

Meiji Kinenkan, Fuji room (2nd floor)
2-2-23 Motoakasaka, Minato-ku, Tokyo

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 7th term (from April 1, 2010 toMarch 31, 2011); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Board ofStatutory Auditors

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Two (2) Directors
Proposal No. 3: Election of One (1) Statutory Auditor
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 electronically 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 and cell phone, we will deem the last vote cast to be the effectiveone.
*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*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 Company’s website(http://www.nomura-re-hd.co.jp/ir/index.html).
–1–CONSOLIDATED BALANCE SHEETAs of March 31, 2011
(Millions of yen)
Liabilities

AssetsCurrent Assets:

636,925

Cash and Deposits

52,067

Notes and Accounts Receivable-trade14,270Marketable Securities

30,000Real Estate for Sale

210,565

Real Estate for Sale in Process

122,780

Land Held for Development

99,759Equity Investments

60,948Deferred Tax Assets

21,197

Other

25,423

Allowance for Doubtful Accounts(88)

Noncurrent Assets:

837,406

Property, Plant and Equipment732,573

Buildings and Structures

237,812

Land483,928Other

10,832Intangible Assets

10,068Investments and Other Assets

94,764

Investment Securities

43,140

Lease and Guarantee Deposits

23,791

Deferred Tax Assets

23,601

Other

4,250

Current Liabilities:
Trade Accounts Payable
Short-term Loans Payable
Commercial Papers
Income Taxes Payable
Deposits Received
Provision for Bonuses
Provision for Directors’ Bonuses
Provision for Loss on Business
Liquidation
Provision for Loss on Disaster
Other
Noncurrent Liabilities:
Bonds Payable
Long-term Loans Payable
Lease and Guarantee Deposits Received
Deferred Tax Liabilities
Deferred tax Liabilities for Land
RevaluationProvision for Retirement Benefits
Provision for Loss on Subleasing
Business
Other
Total Liabilities

311,109
43,081
160,896
20,00010,09929,288
4,134
175
113
2,607
40,712805,855
33,000603,01355,35983,640
5,033
15,8492,002
7,956
1,116,965

Net Assets

Allowance for Doubtful Accounts
Total Assets(19)
1,474,331

Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Stock
Other Comprehensive Income:
Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency TranslationAdjustment
Subscription Rights to Shares:
Minority Interests:
Total Net Assets
Total Liabilities and Net Assets

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

–2–299,973
115,574
92,90391,497(2)
4,562(1,076)
354
5,961
(677)
646
52,183357,365
1,474,331

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2011
(Millions of yen)

Operating Revenue
Operating Cost
Gross Operating Profit
Selling, General and Administrative Expenses
Operating Income
Non Operating Income
Interest Income
Dividends Income
Equity in Earnings of Affiliates
OtherNon Operating Expenses
Interest Expenses
OtherOrdinary Profit
Extraordinary Gains
Gain on Sales of Noncurrent Assets
Extraordinary Losses
Loss on Valuation of Equity Investments
Impairment Loss
Loss on Disaster
Loss on Adjustment for Changes of Accounting Standard for
Asset Retirement Obligations
Income before Income Taxes and Minority Interests
Income Taxes-current
Income Taxes-deferred
Income before Minority Interests
Minority Interests in Income
Net Income
Note: The figures are denoted by rounding fractions down to the unit indicated.

–3–

480,983
373,760
107,222
65,13842,083
1,101
65
455
17564
17,03514,903
2,132
26,14911,066
11,066
18,915
14,766
852
2,612
683
18,30015,883(7,753)
10,1694,697
5,471

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The proposed appropriation of surplus is as described below.
Year-end dividends
Distribution of profits will be decided in accordance with the financial results, based on acomprehensive review of the management environment, capital investment plans, and other factors, inaddition to consideration of earnings retained. We intend to decide the amount of year-end dividends forthe 7th term as follows:
As a result, the amount of annual dividend will be ¥25 per share including ¥12.50 per share as
the interim dividend, the same as the previous fiscal year.
(1) Type of dividend property
Cash(2) Appropriation of dividend property to shareholders and total amount of dividend:¥12.50 per common shareTotal¥2,379,826,028(3) Effective date of dividend payout:
June 30, 2011
Proposal No. 2: Election of Two (2) Directors
The term of office of director Yukoh Yoshida will expire at the conclusion of this ordinary
general meeting. In addition, Mototsugu Takai and Tsukasa Takahashi resigned as of March 31, 2011.
Accordingly, we would like you to elect two (2) Directors to reinforce the administrative organization.
The candidates for Director are as follows:
Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions

1. Kamezo Nakai(Jul. 30, 1950)(Brief Personal History)
Joined Nomura Securities Co., Ltd. (currently,Apr. 1974
Nomura Holdings, Inc.)
Director of Nomura Securities Co., Ltd.
Jun. 1995
Managing Director of Nomura Securities Co.,
Apr. 1999
Ltd.
Director and Executive Vice President ofApr. 2003
Nomura Asset Management Co., Ltd.
Executive Vice President and ExecutiveJun. 2003
Managing Director of Nomura AssetManagement Co., Ltd.
Executive Managing Director of Nomura
Jun. 2003
Holdings, Inc.
Advisor of Nomura Asset Management Co., Ltd.
Apr. 2008
Advisor of Nomura Land and Building Co., Ltd.
Apr. 2009
President of Nomura Land and Building Co.,
Jun. 2009Ltd.
(To present)(Significant Concurrent Positions)
President (Representative Director) of Nomura Land andBuilding Co., Ltd.

–4–Shareholdingsof theCompany0Name
(Date of Birth)Brief Personal History, Responsibilities and Significant
Concurrent Positions

2. Yukoh Yoshida(Aug. 8, 1962)(Brief Personal History)
Apr. 1986 Joined Nomura Real Estate Development Co.,Ltd.
Apr. 2009 Director and Executive Officer of Nomura Real
Estate Development Co., Ltd.
(To present)
Jun. 2009
Director of Nomura Real Estate Holdings, Inc.
(To present)(Responsibilities)
General Manager of the Corporate Planning Dept. of Nomura
Real Estate Holdings, Inc.
(Significant Concurrent Positions)
Director and Executive Officer of Nomura Real Estate
Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.

Shareholdingsof theCompany
6,900

Notes:
1. There are no special conflicts of interests between the candidates and the Company.
2. Kamezo Nakai is concurrently serving as an executing person at the parent company and other companies as follows:<Parent company>
President (Representative Director) of Nomura Land and Building Co., Ltd.
<Subsidiaries of the parent company>
President (Representative Director ) of Nomura China Investment Co., Ltd.
President (Representative Director) of Saitama Development Co., Ltd.
Chairman of Garden Hotel (Shanghai)Vice Chairman of Beijing Fortune Building Co., Ltd.

–5–Proposal No. 3: Election of One (1) Statutory Auditor
The term of office of statutory auditor Mitsuharu Sato will expire at the conclusion of thisordinary general meeting. Accordingly, we would like you to elect one (1) Statutory Auditor.
The Board of Statutory Auditors has previously given its consent to this proposal.
The candidate for Statutory Auditor is as follows.
Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions

Mitsuharu Sato(Jan. 28, 1952)(Brief Personal History)
Apr. 1974 Joined Nomura Real Estate Development Co.,
Ltd.
Jun. 2007
Statutory Auditor of Nomura Real Estate
Development Co., Ltd.
(To present)
Jun. 2007
Statutory Auditor of Nomura Real Estate
Holdings, Inc.
(To present)(Significant Concurrent Positions)
Statutory Auditor of Nomura Real Estate Development Co.,Ltd.
External Statutory Auditor of Nomura Building Management
Co., Ltd.
Statutory Auditor of Nomura Real Estate Investment
Management Co., Ltd.
Statutory Auditor of Nomura Real Estate Asset Management
Co., Ltd.
Statutory Auditor of Nomura Real Estate Capital Management
Co., Ltd.
External Statutory Auditor of NREG TOSHIBA BUILDING
Co., Ltd.
Statutory Auditor of Geo-Akamatsu Co., Ltd.

Note: There are no special conflicts of interests between the candidate and the Company.

–6–Shareholdingsof theCompany
12,500