FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15270

For the month of June 2020

NOMURA HOLDINGS, INC.
(Translation of registrant's name into English)

9-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F X

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(7):

Information furnished on this form:
EXHIBIT
Exhibit Number
1. (English Translation) Notice of Convocation of the 116th Annual General Meeting of Shareholders
2. (English Translation) Matters available on the website in relation to the Notice of Convocation of
the 116th Annual General Meeting of Shareholders

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

NOMURA HOLDINGS, INC.
Date: June 1, 2020

By:__ /s/ Go Sugiyama____________________Go Sugiyama
Senior Managing Director

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This document is a translation of the Japanese language original prepared solely for convenience of reference (certain portionsof the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan
have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, theJapanese language original shall prevail. Please note that certain portions of this document may not be applicable toshareholders outside Japan.

NOMURA
Notice of Convocation of the 116th Annual General Meeting of Shareholders
Nomura Holdings, Inc.

Cover

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To Our Shareholders
I would like to take this opportunity to thank all of you, our shareholders, for your ongoing support.
In the fiscal year ended March 31, 2020, we focused on delivering solutions to meet the diverse needs of clients, byworking on the firm-wide initiative of business platform rebuilding announced in April 2019. Retail Division secured
profit on par with the previous year’s level, while putting in place a structure for delivering better services through suchinitiatives as drastic re-allocation of sales partners and branch office consolidation. Asset Management Division has
enjoyed fund inflows for 15 consecutive quarters. Wholesale Division achieved a significant recovery in revenue
centering on trading business, while winning top positions in Japan-related M&A and IPO league tables.
As a result, in the fiscal year ended March 31, 2020, the Group’s net revenue (after interest expenses) totaled 1,287.8
billion yen, having significantly increased year over year. Pre-tax income amounted to 248.3 billion yen, and net profit
came to 217 billion yen.
With regard to dividend, based upon our dividend policy, we have decided on 20 yen per share as an annual dividend.
In the wake of the global outbreak of coronavirus disease 2019 (“COVID-19”), the financial market underwent a
major fluctuation at the end of the fiscal year. Nomura was also confronted with a historic turmoil, but all employees
continuously delivered services by working together. We will keep fulfilling our obligations as a key player in thefinancial market, an essential infrastructure of society.
In December 2019, we established Group Code of Conduct 2020. Guided by the Code, we will uphold ourlongstanding values of entrepreneurial leadership, teamwork and integrity. We are all committed to the firm's mission to
help create an affluent society through our expertise in the capital markets and our vision to be the most trusted partner
for our clients.
Thank you very much for your continued support.
June 2020
Kentaro Okuda
President and Group CEO

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To Our Shareholders

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June 5, 2020
To: Shareholders of Nomura Holdings, Inc.
Koji Nagai
Chairman of the Board of Directors
Nomura Holdings, Inc.
1-9-1 Nihonbashi, Chuo-ku, Tokyo, JAPAN

Notice of Convocation of the Annual General Meeting of Shareholders
Dear Shareholder,
I would like to take this opportunity to thank you, our shareholder, for your support of Nomura Holdings, Inc.
(the “Company”). The 116th Annual General Meeting of Shareholders will be held as described below.
Details

1. Date and Time:

10:00 a.m. on Tuesday, June 23, 2020 (JST)

2. Place:

Grand Nikko Tokyo Daiba, “Palais Royal” (first basement)
2-6-1, Daiba, Minato-ku, Tokyo, JAPAN3. Agenda for the Meeting:
Matters to be Reported:
1.

Report on the content of the business report and the consolidated financial statements and report on the
results of the audits of the consolidated financial statements performed by the accounting auditor andthe Audit Committee for the 116th fiscal year (covering the period from April 1, 2019 to March 31,2020).

2.

Report on the financial statements for the 116th fiscal year (covering the period from April 1, 2019 toMarch 31, 2020).

Matter to be Resolved:
Proposal: Appointment of Ten Directors

Matters regarding the exercise of voting rights:
If you exercise your voting rights through a proxy, only one proxy per shareholder will be permitted and suchproxy must be a shareholder who holds voting rights at this General Meeting of Shareholders. Please also submit
documentation evidencing the necessary power of attorney along with the proxy card.
End.

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With regard to the following matters, pursuant to relevant laws/regulations and the provisions of Article 25 of theCompany’s Articles of Incorporation, they are not included in the materials annexed to this Notice of Convocation
as they have been posted on the Company’s website (https://www.nomuraholdings.com/investor/shm/). Therefore,
the materials annexed to this Notice of Convocation, on the occasion of the preparation of the Audit Report, werea part of the objects that the audit committee and accounting auditor audited.
1.

The notes to the consolidated financial statements; and2.

The notes to the financial statements.

In the event of any subsequent revisions to the reference materials for the general meeting of shareholders, thebusiness report, the consolidated financial statements, or the financial statements, there will be a posting on the
Company’s website indicated above.

Regarding the Payment of the Year-end Dividend Distribution of the 116th Fiscal Year Surplus
At the Meeting of the Board of Directors of the Company held on May 8, 2020, a resolution was adopted for thepayment, beginning on June 8, 2020, of the 5 yen per share year-end dividend distribution of the 116th fiscal year
surplus.

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Reference Materials for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal: Appointment of Ten Directors
As of the conclusion of this General Meeting, the term of office of all ten directors will expire. Therefore, basedon the decision of the Nomination Committee, the Company requests the appointment of ten directors, including
two new director nominees. Of the ten nominees, six are outside director nominees, and the two director nominees
who will concurrently serve as executive officers are Kentaro Okuda and Toshio Morita
The nominees are as follows:
No.

Name

Koji Nagai
1

Non-Executive Director
Reappointment

Kentaro Okuda
2

Executive Officer
New Appointment

Positions in the Company
Chairman of the Board of Directors
Member of the Nomination Committee (tobe appointed)
Member of the Compensation Committee(to be appointed)
Representative Executive Officer andPresidentGroup CEO

Attendance Record
at Board of
Directors
100%(11/11 meetings)(New Appointment)

Toshio Morita
3

Executive Officer
New Appointment

Hisato Miyashita
4

Non-Executive Director
Reappointment

Hiroshi Kimura
5

Outside Director, Independent
Director
Reappointment

Kazuhiko Ishimura
6

Outside Director, Independent
Director
Reappointment

Representative Executive Officer(New Appointment)

Member of the Audit Committee (FullTime)100%(11/11 meetings)

Chairman of the Nomination Committee
Chairman of the Compensation Committee

100%(11/11 meetings)

Member of the Nomination Committee
Member of the Compensation Committee

100%(11/11 meetings)

Chairman of the Audit Committee

100%(11/11 meetings)

Member of the Audit Committee

100%(11/11 meetings)

Noriaki Shimazaki
7Outside Director, Independent
Director
Reappointment

Mari Sono
8

Outside Director, Independent
Director
Reappointment

Michael Lim Choo San
9100%(11/11 meetings)

Outside Director, Independent
Director
Reappointment

Laura Simone Unger
10100%(11/11 meetings)

Outside Director, Independent
Director
Reappointment*Two of them are females.

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1.

Koji Nagai(Jan. 25, 1959)

Apr. 1981
Apr. 2003
Jun. 2003
Apr. 2007
Oct. 2008
Apr. 2009

Chairman of the Board of
Directors
Non-Executive Director
Reappointment

Attendance at Meetings ofthe Board of Directors:
11/11
Number of shares held:
328,000 shares of common
stockJoined the Company
Director of Nomura Securities Co., Ltd.
Senior Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director and Executive Vice President of Nomura
Securities Co., Ltd.
Apr. 2011 Co-COO and Deputy President of Nomura Securities Co., Ltd.
Apr. 2012 Senior Managing Director of the Company (concurrently Director andPresident of Nomura Securities Co., Ltd.)
Aug. 2012 Representative Executive Officer & Group CEO of the Company(concurrently Director and President of Nomura Securities Co., Ltd.)
Jun. 2013
Director, Representative Executive Officer & Group CEO of theCompany (concurrently Director and President of Nomura Securities
Co., Ltd.)
Apr. 2017 Director, Representative Executive Officer, President & Group CEO of
the Company (concurrently Director and Chairman of Nomura
Securities Co., Ltd.)
Apr. 2020 Chairman of the Board of Directors of the Company (concurrently
Director and Chairman of Nomura Securities Co., Ltd.) (Current)(Significant concurrent positions)
Director and Chairman of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee)
Mr. Nagai has held positions including Director, Representative Executive Officer &Group CEO of the Company and Director and President of Nomura Securities Co.,
Ltd., and has served as Director and Chairman of the Company since April 2020.
The Company has designated Mr. Nagai, who is well-versed in the business of the
Nomura Group, as a director nominee with the expectation that, by having Mr. Nagai
chair meetings of the Board of Directors as Chairman of the Board of Directors, he willcontribute to enhancing the quality of discussions at meetings of the Board of Directors
and operate meetings of the Board of Directors effectively and efficiently.
If his reappointment is approved, he is slated to continue serving as a member of theNomination Committee and a member of the Compensation Committee after thisAnnual General Meeting of Shareholders.
Mr. Nagai does not concurrently serve as an executive officer and is a non-executive
director.

(Notes)
1. In October 2001, the Company reorganized and became a holding company, changed the company name from, “The
Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.” and Nomura Securities Co., Ltd., the subsidiary newly
established by the company divestiture, succeeded the securities company operations. With regard to biographicalinformation based on the Company prior to October 2001, the references are to positions and responsibilities at The
Nomura Securities Co., Ltd.
2. Since June 2003, the Company has put in place three committees (the nomination, compensation, and audit
committees) and adopted a corporate governance structure that separates management’s oversight functions frombusiness execution functions (Company with Three Board Committees). As the execution of the business of theCompany, which is a Company with Three Board Committees, is performed by executive officers, directors who do
not concurrently serve as executive officers (non-executive directors) do not perform such a function and performmainly an oversight function.

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KentaroOkuda(Nov. 7, 1963)

Apr. 1987
Apr. 2010
Apr. 2012
Aug. 2012

Representative Executive
Officer and PresidentGroup CEO
Executive Officer
New appointment
Number of shares held:
83,180 shares of common
stockJoined the Company
Senior Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of the Company (concurrently
Senior Corporate Managing Director of Nomura Securities Co., Ltd.)
Apr. 2013 Senior Managing Director of the Company (concurrently SeniorCorporate Managing Director of Nomura Securities Co., Ltd.)
Apr. 2015 Senior Managing Director of the Company (concurrently Executive
Vice President of Nomura Securities Co., Ltd.)
Apr. 2016 Senior Managing Director of the Company (concurrently Executive
Managing Director and Executive Vice President of Nomura Securities
Co., Ltd.)
Apr. 2017 Senior Managing Director of the Company (concurrently Executive
Vice President of Nomura Securities Co., Ltd.)
Apr. 2018 Executive Managing Director and Group Co-COO of the Company(concurrently Director, Executive Managing Director and Deputy
President of Nomura Securities Co., Ltd.)
Apr. 2019 Executive Managing Director and Deputy President, Group Co-COO of
the Company
Apr. 2020 Representative Executive Officer and President, Group CEO of theCompany (concurrently Representative Director of Nomura Securities
Co., Ltd.) (Current)(Significant concurrent positions)Representative Director of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee)
Mr. Okuda has held positions including Group Co-COO of the Company and Director,
Executive Managing Director and Deputy President of Nomura Securities Co., Ltd.,and has served as Representative Executive Officer, President and Group CEO of theCompany.
The majority of the Board of Directors of the Company, including Outside Directors, ismade up of non-executive directors. The Company has designated him as a director
nominee with the expectation that, by having a top executive concurrently serve as adirector, the Board of Directors will be able to easily understand the business execution
status and the status of the Company, and exercise the management oversight function
more effectively.

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Toshio Morita(Apr. 17, 1961)

Apr. 1985
Apr. 2008
Oct. 2008
Apr. 2010
Apr. 2011
Apr. 2012

Representative Executive
Officer
Executive Officer
New appointment

Number of shares held:
263,102 shares of common
stockJoined the Company
Executive Managing Director of Nomura Securities Co., Ltd.
Senior Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of the Company
Senior Corporate Managing Director of the Company (concurrently
Senior Corporate Managing Director of Nomura Securities Co., Ltd.)
Aug. 2012 Executive Managing Director of the Company (concurrently Executive
Vice President of Nomura Securities Co., Ltd.)
Apr. 2015 Executive Managing Director of the Company (concurrently
Representative Executive Officer and Executive Vice President of
Nomura Securities Co., Ltd.)
Apr. 2016 Representative Executive Officer and Deputy President of Nomura
Securities Co., Ltd.
Apr. 2017 Executive Managing Director of the Company (concurrently Director,
Representative Executive Officer and President of Nomura Securities
Co., Ltd.)
Apr. 2018 Executive Managing Director and Group Co-COO of the Company(concurrently Director, Representative Executive Officer and Presidentof Nomura Securities Co., Ltd.)
Apr. 2019 Executive Managing Director and Group Co-COO of the Company(concurrently Representative Director and President of Nomura
Securities Co., Ltd.)
Apr. 2020 Representative Executive Officer of the Company (concurrently
Representative Director and President of Nomura Securities Co., Ltd.)(Current)(Significant concurrent positions)Representative Director and President of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee)
Mr. Morita has held positions including Group Co-COO of the Company and Director,
Representative Executive Officer and President of Nomura Securities Co., Ltd., and has
served as Representative Executive Officer of the Company.
The majority of the Board of Directors of the Company, including outside directors, ismade up of non-executive directors. The Company has designated him as a director
nominee with the expectation that, by having a top executive concurrently serve as adirector, the Board of Directors will be able to easily understand the business execution
status and the status of the Company, and exercise the management oversight function
more effectively.

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4.

Hisato Miyashita(Dec. 26, 1958)

Jul. 1987
Jun. 1993
Aug. 1996
Apr. 1998
Dec. 1999
Mar. 2005
Member of the Audit
Committee (Full-Time)
Non-Executive Director
Reappointment
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at Meetings of
the Audit Committee:
16/16
Number of shares held:
84,200 shares of commonstockJul. 2009
Apr. 2012
Jun. 2012
Apr. 2013
Apr. 2015

Apr. 2016
Jun. 2016

Joined the Company
Joined Union Bank of Switzerland (currently, UBS)
Joined Bankers Trust Asia Securities Ltd.
Joined Credit Suisse First Boston Securities (Japan) Limited
Joined Nikko Citigroup Limited (currently, Citigroup Global Markets
Japan Inc.)
Executive Officer of Nikko Citigroup Limited, Internal Control
Supervisory Manager
Managing Director of Group Compliance Department of the Company
Senior Managing Director of the Company, Head of Wholesale
Compliance
Senior Managing Director of the Company, Group Compliance Head(concurrently Senior Managing Director of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company, Group Compliance Head(concurrently Representative Executive Officer of Nomura Securities
Co., Ltd., Internal Control Supervisory Manager)
Senior Managing Director of the Company, Deputy Chief of Staff andGroup Compliance Head (concurrently Representative Executive
Officer and Senior Corporate Managing Director of Nomura Securities
Co., Ltd., Internal Control Supervisory Manager)
Advisor of the Company
Director of the Company (Current)(Significant concurrent positions)
Statutory Auditor of Nomura Financial Products & Services, Inc.
(Reasons for designation as a director nominee)
Mr. Miyashita has engaged in legal and compliance work for many years at a numberof securities companies, including the Company, and by working in positions such as
the Group Compliance Head of the Nomura Group, he has extensive experience andknowledge in the compliance field.
If his reappointment is approved, he is slated to continue serving as a full-time memberof the Audit Committee after this Annual General Meeting of Shareholders. The
Company has designated Mr. Miyashita, who is well-versed in the business of the
Nomura Group, as a director nominee with the expectation that, by adding him to the
Audit Committee, the effectiveness of audits by the Audit Committee will be enhanced.
Mr. Miyashita does not concurrently serve as an executive officer and is a nonexecutive director.

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Outside Director Nominees (Nominee Numbers 5 to 10)
All six Outside Director nominees satisfy the Independence Criteria established by the Company. Further, theCompany has designated all Outside Director nominees as Independent Directors (an outside director who does
not have any danger of having conflicts of interest with general shareholders in accordance with the rules of theTokyo Stock Exchange, Inc.).
(Reference) “Independence Criteria” for Outside Directors of Nomura Holdings, Inc.
Outside Directors of Nomura Holdings, Inc. shall satisfy the requirements set forth below to maintaintheir independence from the Nomura Group.
1.

The person, currently, or within the last three years, shall not correspond to a person listed below.
(1) Person Related to the Company
A person satisfying any of the following requirements shall be considered a Person Related to
the Company:･ Executive (*1) of another company where any Executive of the Company serves as adirector or officer of that company;･ Major shareholder of the Company (directly or indirectly holding more than 10% of thevoting rights) or Executive of such major shareholder; or･ Partner of the Company’s accounting auditor or employee of such firm who works on the
Company’s audit.
(2) Executive of a Major Lender (*2) of the Company.
(3) Executive of a Major Business Partner (*3) of the Company (including Partners, etc.).
(4) A person receiving compensation from the Nomura Group of more than 10 million yen peryear, excluding director/officer compensation.
(5) A person executing the business of an institution receiving more than a Certain Amount ofDonation (*4) from the Company.

2.

The person’s spouse, relatives within the second degree of kinship or anyone who lives with theperson shall not correspond to a person listed below (excluding persons in unimportant positions):(1) Executive of the Nomura Group; or(2) A person identified in any of subsections (1) ~ (5) in Section 1 above.

(Notes)*1: Executive shall mean Executive Directors (gyoumu shikkou torishimariyaku), Executive Officers(shikkouyaku) and important employees (jyuuyou na shiyounin), including Senior Managing Directors(shikkouyakuin), etc.
*2: Major Lender shall mean a lender from whom the Company borrows an amount equal to or greater than
2% of the consolidated total assets of the Company.
*3: Major Business Partner shall mean a business partner whose transactions with the Company exceed 2%of such business partner’s consolidated gross revenues in the last completed fiscal year.
*4: Certain amount of donation shall mean, with respect to any given institution, any amount that exceeds
2% of the donee institution’s gross revenue or ordinary income, whichever is greater, or donations thatexceed 10 million yen per year.
End.

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5.

Hiroshi Kimura(Apr. 23, 1953)

Apr. 1976

Chairman of theNomination Committee
Chairman of theCompensation Committee
Outside Director,
Independent Director
Reappointment

Jun. 1999
Jun. 2001
Jun. 2005
Jun. 2006
Jun. 2012
Jun. 2014
Jun. 2015
Jul. 2016
Mar. 2018

Joined Japan Tobacco and Salt Public Corporation (currently, Japan
Tobacco Inc.) (“JT”)
Director of JT
Resigned as Director of JT
Director of JT
President and CEO and Representative Director of JT
Chairman of the Board of JT
Special Advisor of JT
Outside Director of the Company (Current)
Advisor of JT
Honorary Company Fellow of JT (Current)(Significant concurrent positions)
Honorary Company Fellow of JT(Reasons for designation as an outside director nominee)
Mr. Kimura has extensive experience with respect to corporate management, andNumber of years in office: including the holding in the past of positions such as President, CEO and5 years
Representative Director of the Board of JT and Chairman of the Board of JT, suchachievements and related insights have been evaluated highly both within and outside
Attendance at Meetings ofof the Company.
the Board of Directors:
The Company has designated him as an outside director nominee with the expectation
11/11
that he will continue to apply his extensive experience and high level of independence
to perform a full role as an outside director in determining important managerial
Attendance at Meetings ofmatters and overseeing the business execution of the Company.
the Nomination Committee: If his reappointment is approved, he is slated to continue serving as Chairman of the
9/9
Nomination Committee and Chairman of the Compensation Committee after thisAnnual General Meeting of Shareholders.
Attendance at Meetings of
the Compensation
Committee:
8/8
Number of shares held:
200 shares of common stock10

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6.

Kazuhiko Ishimura(Sep. 18, 1954)

Apr. 1979
Jan. 2006
Jan. 2007

Member of the Nomination
Committee
Member of theCompensation Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:2 years

Joined Asahi Glass Co., Ltd. (currently, AGC Inc.) (“AGC”)
Executive Officer and GM of Kansai Plant of AGC
Senior Executive Officer and GM of Electronics & Energy General
Division of AGC
Mar. 2008 Representative Director and President & COO of AGC
Jan. 2010
Representative Director and President & CEO of AGC
Jan. 2015
Representative Director & Chairman of AGC
Jan. 2018
Director & Chairman of AGC
Jun. 2018
Outside Director of the Company (Current)
Mar. 2020 Director of AGC (Current)
Apr. 2020 President of the National Institute of Advanced Industrial Science andTechnology (Current)(Significant concurrent positions)
Director of AGC
Outside Director of TDK Corporation
Outside Director of IHI Corporation
President of the National Institute of Advanced Industrial Science and Technology(Reasons for designation as an outside director nominee)
Mr. Ishimura has extensive experience with respect to corporate management, andAttendance at Meetings ofincludingthe holding in the past of positions such as Representative Director andthe Board of Directors:
President
andCEO, and Chairman of the Board of AGC, such achievements and related
11/11
insights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectation
Attendance at Meetings of
the Nomination Committee: that he will continue to apply his extensive experience and high level of independence
to perform a full role as an outside director in determining important managerial
9/9
matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the
Attendance at Meetings ofNomination Committee and a member of the Compensation Committee after thisthe Compensation
AnnualGeneral Meeting of Shareholders.
Committee:
8/8
Number of shares held:
0 shares of common stock11

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Noriaki Shimazaki(Aug. 19, 1946)

Apr. 1969
Jun. 1998
Apr. 2002

Chairman of the Audit
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:4 years
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at Meetings of
the Audit Committee:
16/16
Number of shares held:
15,400 shares of common
stockJoined Sumitomo Corporation
Director of Sumitomo Corporation
Representative Director and Managing Director of Sumitomo
Corporation
Jan. 2003
Member of the Business Accounting Council of the Financial Services
AgencyApr. 2004 Representative Director and Senior Managing Executive Officer of
Sumitomo Corporation
Apr. 2005 Representative Director and Executive Vice President of Sumitomo
Corporation
Jan. 2009
Trustee of the IASC Foundation (currently, IFRS Foundation)
Jul. 2009
Special Advisor of Sumitomo Corporation
Jun. 2011
Director of the Financial Accounting Standards Foundation
Jun. 2011
Chairman of Self-regulation Board and Public Governor of the Japan
Securities Dealers Association
Sep. 2013 Advisor of the IFRS Foundation Asia-Oceania Office (Current)
Sep. 2013 Advisor of the Japanese Institute of Certified Public Accountants(Current)
Jun. 2016
Outside Director of the Company (concurrently Director of Nomura
Securities Co., Ltd.) (Current)(Significant concurrent positions)
Outside Director of Loginet Japan Co., Ltd.
Director of Nomura Securities Co., Ltd. (*)(Reasons for designation as an outside director nominee)
Mr. Shimazaki has extensive experience with respect to corporate management and ahigh degree of expertise with regard to international accounting systems corresponding
to a Sarbanes-Oxley Act of 2002 financial expert. Including the holding in the past of
positions such as Representative Director and Executive Vice President of Sumitomo
Corporation, Member of the Business Accounting Council of the Financial Services
Agency, Trustee of IASC Foundation and Director of the Financial AccountingStandards Foundation, such achievements and related insights have been evaluatedhighly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will apply his extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the
Audit Committee (Chairman) after this Annual General Meeting of Shareholders.

*Mr. Shimazaki, at Nomura Securities Co., Ltd, is a non-executive director and serves
as Chairman of the Audit and Supervisory Committee. Since he is an outside director of
the Company, in accordance with Article 2, Item 15(c) of the Companies Act, he is not an
outside director of Nomura Securities Co., Ltd. and is instead a director.

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8.

Mari Sono(Feb. 20, 1952)

Oct. 1976
Mar. 1979
Nov. 1988
Nov. 1990

Member of the Audit
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:3 years
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at Meetings of
the Audit Committee:
16/16
Number of shares held:
0 shares of common stock

Joined NISSHIN Audit Corporation (*)
Registered as Certified Public Accountant
Partner of CENTURY Audit Corporation (*)
Member of “Certified Public Accountant Examination System
Subcommittee”, Certified Public Accountant Examination and
Investigation Board, Ministry of Finance
Apr. 1992 Member of “Business Accounting Council”, Ministry of FinanceDec. 1994 Senior Partner, CENTURY Audit Corporation (*)
Oct. 2002
Member of Secretariat of the Information Disclosure, Cabinet Office(currently, Secretariat of the Information Disclosure and Personal
Information Protection Review Board, Ministry of Internal Affairs andCommunications)Apr. 2005 External Comprehensive Auditor, Tokyo
Jul. 2008
Senior Partner of Ernst & Young ShinNihon LLC
Aug. 2012 Retired from Ernst & Young ShinNihon LLC
Dec. 2013 Commissioner of the Securities and Exchange Surveillance Commission
Jun. 2017
Outside Director of the Company (Current)(Significant concurrent positions)
None(Reasons for designation as an outside director nominee)
Ms. Sono has a high degree of expertise with respect to corporate accounting based on
many years of experience as a Certified Public Accountant and has held positions suchas External Comprehensive Auditor, Tokyo, and Member of “Business Accounting
Council,” Ministry of Finance. Further, after retiring from the Audit Firm, she served asCommissioner of the Securities and Exchange Surveillance Commission, and suchachievements and related insights have been evaluated highly both within and outsideof the Company.
The Company has designated her as an outside director nominee with the expectationthat she will apply her extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If her reappointment is approved, she is slated to continue serving as a member of the
Audit Committee after this Annual General Meeting of Shareholders.
(Supplementary note regarding independence)
Although Ms. Sono was, in the past, a Senior Partner of Ernst & Young ShinNihon
LLC (“E&Y”), the current corporate auditor of the Company, for the reasons set forth
below, the Company has determined that Ms. Sono’s background does not compromise
her independence as an Outside Director.
The fact that just under eight years have passed since Ms. Sono retired from E&Y, after
which she has had no involvement whatsoever in E&Y’s management and financial
policy.
The fact that Ms. Sono, during her tenure at E&Y, was never involved in an accounting
audit of the Company and also never belonged to the Financial Division that is
responsible for accounting audits of financial institutions.
Further, in addition to satisfying the Company’s Independence Criteria for Outside
Directors and requirements for Independent Directors as established by the Tokyo
Stock Exchange, Inc., Ms. Sono also satisfies independence requirements for an audit
committee member of the Company as established by the New York Stock Exchange.
*Each of the corporations is currently Ernst & Young ShinNihon LLC

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9.

Michael Lim Choo San

Outside Director,
Independent Director
Reappointment
Number of years in office:9 years
Attendance at Meetings ofthe Board of Directors:
11/11
Number of shares held:
0 shares of common stock(Sep. 10, 1946)

Aug. 1972
Jan. 1992
Oct. 1998
Jul. 1999
Sep. 2002
Sep. 2004
Jun. 2011
Nov. 2011
Apr. 2013
Sep. 2016

Joined Price Waterhouse, Singapore
Managing Partner of Price Waterhouse, Singapore
Member of the Singapore Public Service Commission (Current)
Executive Chairman of PricewaterhouseCoopers, Singapore
Chairman of the Land Transport Authority of Singapore
Independent Director of Olam International Limited
Outside Director of the Company (Current)
Chairman of the Accounting Standards Council, Singapore
Chairman of the Singapore Accountancy Commission
Non-Executive Chairman of Fullerton Healthcare Corporation Limited(Current)(Significant concurrent positions)
Non-Executive Chairman of Fullerton Healthcare Corporation Limited
Non-Executive Chairman of Nomura Singapore Ltd.
(Reasons for designation as an outside director nominee)
Mr. Lim is well-versed in international accounting systems and has held positions,
including Executive Chairman of PricewaterhouseCoopers (Singapore) and public
service roles in Singapore, and was also awarded with honors by the Government ofSingapore three times between 1998 and 2010, etc., and such achievements and related
insights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply his global and extensive experience and high degree ofexpertise and independence to perform a full role as an outside director in determining
important managerial matters and overseeing the business execution of the Company.

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10. Laura Simone Unger(Jan. 8, 1961)

Jan. 1988

Outside Director,
Independent Director
Reappointment
Number of years in office:2 years
Attendance at Meetings ofthe Board of Directors:
11/11
Number of shares held:(1,000 ADRs (*))

Enforcement Attorney of the U.S. Securities and Exchange Commission(“SEC”)
Oct. 1990
Counsel of the U.S. Senate Committee on Banking, Housing and Urban
Affairs
Nov. 1997 Commissioner of the SEC
Feb. 2001 Acting Chairperson of the SEC
Jul. 2002
Regulatory Expert of CNBC
May 2003 Independent Consultant of JPMorgan Chase & Co.
Aug. 2004 Independent Director of CA Inc.
Jan. 2010
Special Advisor of Promontory Financial Group
Dec. 2010 Independent Director of CIT Group Inc. (Current)
Nov. 2014 Independent Director of Navient Corporation (Current)
Jun. 2018
Outside Director of the Company (Current)(Significant concurrent positions)
Independent Director of CIT Group Inc.
Independent Director of Navient Corporation
Independent Director of Nomura Securities International, Inc.
(Reasons for designation as an outside director nominee)
Ms. Unger, by serving as a Commissioner and as Acting Chairman of the SEC, etc., iswell-versed in finance-related legal systems, and such achievements and related
insights have been evaluated highly both within and outside of the Company.
The Company has designated her as an outside director nominee with the expectationthat she will continue to apply her extensive experience and high degree of expertiseand independence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.

*American Depositary Receipts

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Appointment of Ten Directors

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(Notes)3. There are no particular conflicts of interest between the Company and each of the 10 nominees.
4. The Company has entered into agreements to limit Companies Act Article 423 Paragraph 1 liability for damages(limitation of liability agreements) with each of the following director nominees: Mr. Hisato Miyashita, Mr. Hiroshi
Kimura, Mr. Kazuhiko Ishimura, Mr. Noriaki Shimazaki, Ms. Mari Sono, Mr. Michael Lim Choo San, and Ms. Laura
Simone Unger. Liability under each such agreement is limited to either 20 million yen or the amount prescribed bylaws and regulations, whichever is greater. If Mr. Hisato Miyashita, Mr. Hiroshi Kimura, Mr. Kazuhiko Ishimura,
Mr. Noriaki Shimazaki, Ms. Mari Sono, Mr. Michael Lim Choo San, and Ms. Laura Simone Unger are eachreappointed at this Annual General Meeting of Shareholders, the Company is planning to maintain the limitation of
liability agreements stated above with each of them.
5. Outside director nominee Mr. Noriaki Shimazaki had concurrently served as an outside director of UKC Holdings
Corporation (currently, Restar Holdings Corporation) (“UKC”) until March 2019. UKC, for submitting annual
securities reports and quarterly reports containing false statements concerning important matters during the period
from June 2015 to February 2017, received an administrative monetary penalty payment order in accordance with the
Financial Instruments and Exchange Act from the Financial Services Agency in December 2018.
Mr. Noriaki Shimazaki, although not recognizing this until such facts became clear, on a regular basis had been
carrying out activities such as making recommendations standing from the perspective of compliance with laws andregulations as an outside director, and further, after such facts became clear, by engaging in activities such as making
recommendations regarding maters such as recurrence prevention measures to the board of directors as the Chairmanof the “Committee to Consider the Third-Party Committee’s Report,” the duties as an outside director were
performed.
6. The outside director nominees Mr. Hiroshi Kimura and Mr. Kazuhiko Ishimura both concurrently serve as outside
directors of IHI Corporation (“IHI”) (Mr. Hiroshi Kimura is scheduled to resign at the end of June, 2020). IHI,
regarding its civil aero engine maintenance business, received an order in accordance with the Aircraft Manufacturing
Industry Act in March 2019 to carry out repairs in accordance with the repair methods approved by the Ministry of
Economy, Trade and Industry, and received a business improvement order in accordance with the Civil Aeronautics
Act from the Ministry of Land, Infrastructure, Transport and Tourism in April 2019.
Both of them, although not recognizing this until such facts became clear, on a regular basis had been carrying out
activities such as making recommendations standing from the perspective of compliance with laws and regulations,and further, after such facts became clear, by engaging in activity such as asking for an investigation of the facts andappropriate recurrence prevention measures to be taken at meetings of the board of directors, the duties as outside
directors were performed.
7. The Company and Nomura Securities Co., Ltd., a subsidiary of the Company, received a business improvement orderfrom the Financial Services Agency in May 2019, after Nomura Securities Co., Ltd. was found to have improperly
handled information relating to the listing and delisting criteria for the upper market, which was under review by the
Tokyo Stock Exchange, Inc. In response to this incident, the Company and Nomura Securities Co., Ltd. havereviewed the organizational structure of the equity business within the Wholesale division, and developed a system tostrictly control non-public information that could have a material impact on investment decisions. In December 2019,
Nomura Group has established the “Nomura Group Code of Conduct” as guidelines for action to be taken in order toincrease awareness of the importance of responding to the role expected from the society as a financial services
group. At the same time, Nomura Group has developed an internal management system to promote appropriate
actions (Conduct) based on the Code of Conduct.
The outside director nominees Mr. Hiroshi Kimura, Mr. Kazuhiko Ishimura, Mr. Noriaki Shimazaki, Ms. Mari Sono,
Mr. Michael Lim Choo San, and Ms. Laura Simone Unger, had not been aware of this fact until the occurrence of
this incident, but on a regular basis they have made remarks from the viewpoint of legal compliance at the Board of
Directors meetings of the Company, etc., and further, after the occurrence of this incident, they have made a variety
of proposals regarding the establishment of improvement measures, measures for their implementation, and measures
to keep them firmly established and functioning effectively.
In addition, the outside director nominee Mr. Noriaki Shimazaki, concurrently serves as director of Nomura
Securities Co., Ltd. Although he was not aware of this fact until the occurrence of the incident as described above, hemade remarks from the viewpoint of legal compliance at the Board of Directors meetings of Nomura Securities Co.,
Ltd. and other meetings, and after the occurrence of the incident, as the chairperson of the Audit and Supervisory
Committee, he made various proposals regarding the establishment of improvement measures, measures for theirimplementation, and measures to keep them firmly established and functioning effectively.

Reference
The structure below is planned for the Nomination Committee, the Compensation Committee and the Audit
Committee after the conclusion of this Annual General Meeting of Shareholders:Nomination Committee:
Hiroshi Kimura (chairman), Kazuhiko Ishimura, and Koji Nagai
Compensation Committee: Hiroshi Kimura (chairman), Kazuhiko Ishimura, and Koji Nagai
Audit Committee:
Noriaki Shimazaki (chairman), Mari Sono, and Hisato MiyashitaEnd.
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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(Reference)Board of Directors after this Annual General Meetings of Shareholders
Experience

Committee Participation1
Name

Positions

Koji Nagai

Non-Executive Director(Chairman of the Board of Directors)

Kentaro Okuda

Nomination Compensation

〇

Audit

〇

Corporate management International business Securities industry Accounting/Financial Legal/Regulations

✓

✓

✓

Representative Executive Officer,
President Group CEO

✓

✓

✓

Toshio Morita

Representative Executive Officer✓

Hisato Miyashita

Non-Executive Director

Hiroshi Kimura

Outside Director

◎

◎

✓

✓

Kazuhiko Ishimura

Outside Director

〇

〇

✓

✓

Noriaki Shimazaki

Outside Director

◎

✓

✓

Mari Sono

Outside Director〇

Michael Lim Choo San

Outside Director✓

Laura Simone Unger

Outside Director✓〇

1. ◎:Chairman,〇:Member

17

Reference: Corporate Governance

✓

✓

✓

✓

✓

✓

✓

✓

✓

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知[English Translation](Attachments to Notice of Convocation of the Annual General Meeting of Shareholders)

Report for the 116th Fiscal Year
From April 1, 2019 to March 31, 2020

I. Current State of Nomura Group
1. Fundamental Management Policy and Structure of Business Operations(1) Fundamental Management Policy
Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in the firm
and increasing the satisfaction of stakeholders, including shareholders and clients.
focused on
In this fiscal year, as “Asia’s global investment bank” Nomura focused on providing high value-added
solutions to clients globally, and, contributing to economic growth and development of society while
recognizing its wider social responsibility.
To enhance its corporate value, Nomura emphasized Earnings Per Share (“EPS”) as a management index.
(2) Structure of Business Operations
Nomura Group’s divisions are comprised of four divisions (Retail Division, Asset Management Division,
Wholesale Division and Merchant Banking Division). All divisions work together to manage business operations
across the Group. Nomura Group shall delegate its powers to each of these business divisions to an appropriate
extent and establish its business execution structure by enhancing professional skills, while strengthening global
linkages among these business divisions , and fully demonstrating Nomura Group’s comprehensive capabilities.
2. Progress and Results of the Nomura Group’s Business Activities(1) Summary
Although the global economy continued to expand during the fiscal year ended March 31, 2020, the spread of
the novel coronavirus from the beginning of 2020 hampered economic activity, including consumption andproduction. In the U.S., real Gross Domestic Product (“GDP”) growth slowed from 2018, but the economy
continued to show solid growth supported by healthy personal consumption and increased government spending.
At the same time, companies were cautious on capital expenditure, reflecting uncertainties such as heightened
U.S.-China trade friction through the summer. To ameliorate the impact on the economy of U.S.-China trade
friction and the novel coronavirus outbreak, the Federal Reserve Board (FRB) intensified monetary policy easing,lowering the policy interest rate and resuming quantitative easing measures, in addition to which the U.S.
government embarked on fiscal expansion. In China, exports slowed on the U.S.-China trade friction and the
spread of the novel coronavirus in developed economies, and companies reined in capital expenditures. Moreover,smaller businesses and service industries were not yet back to normal operating rates, putting a damper on
employment conditions and domestic consumer spending. In response, government authorities encouraged banks
to step up lending, giving rise to an outlook for a gradual credit expansion in the country. On the fiscal policy
front, the Chinese government put forth enhanced economic stimulus measures, such as temporarily removing thetacit ceiling of 3% on the ratio of the budget deficit to GDP. In Europe, U.S.-China trade friction depressed
external demand, and stricter EU emission standards for new vehicles dampened production output, but consumer
spending remained firm thanks to solid employment. The spread of the novel coronavirus in March 2020,
however, prompted governments in many European countries to institute stay-at-home orders, which greatly
restricted consumption and production activities in the region.
While Japan’s economy had been showing growth, albeit modest, through the first half of the fiscal year ended
March 31, 2020, a hike to the consumption tax rate implemented in October 2019 caused personal consumption tofall sharply. Exports were weak from the second half of 2018 on the impact of U.S.-China trade friction and thisweighed on companies’ capital expenditure, but following the consumption tax hike the drop in capital
expenditure came sharply into focus. Since the start of 2020, the novel coronavirus outbreak resulted in a sharp
decline in inbound tourists and related demand, and personal consumption fell further as people stayed home. The
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economic slowdown had an impact on corporate earnings as well, and recurring profits look likely to fall for the
first time in eight years for the fiscal year ended March 31, 2020. Furthermore, with concerns regarding theescalating impact on the economy and corporate earnings of the novel coronavirus outbreak, the stock market fell
sharply in the second half of the fiscal year ended March 31, 2020, and market volatility was high.
From a regulatory perspective, in addition to the implementation of Basel III requirements relating to capitalratio, liquidity ratio, and leverage ratio, Nomura has been identified as one of Domestic Systemically Important
Banks. Nomura will continue to monitor closely and take necessary measures in responding to wide-ranging
reforms as part of the global tightening of financial regulations. Also, amid the global economic downturn causedby the spread of COVID-19 and subsequent changes in monetary policies by central banks as well as uncertainty
created by Brexit in January 2020, Nomura is contemplating and implementing appropriate measures by paying
necessary attention to the changes in global operating environment.
In April 2019, we announced plans to rebuild our business platform. As a result of our ongoing initiatives andour continued focus on providing solutions to our clients in areas where we have a competitive advantage, pretax
income rebounded strongly, while our environment is changing drastically.
We posted net revenue of 1,287.8 billion yen for the year ended March 31, 2020, an increase of 15.3% from theprevious fiscal year. Non-interest expenses decreased by 10.0% to 1,039.6 billion yen, income before income taxes
was 248.3 billion yen, and net income attributable to the shareholders of Nomura Holdings, Inc. was 217.0 billion
yen. Return on equity was 8.2%. EPS(1) for the year ended March 31, 2020 was 66.20 yen an increase from (29.92)
yen for the year ended March 31, 2019. We have decided to pay a dividend of 5 yen per share to shareholders ofrecord as of March 31, 2020. As a result, the total annual dividend will be 20 yen per share.
(Note):
1. Diluted net income (loss) attributable to Nomura Holdings’ shareholders per share.
Consolidated Financial Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)1,116.8
1,154.5

1,287.8
1,039.6

15.3(10.0)

Income tax expense ...............................................................................

(37.7)
57.0

248.3
28.9

－
(49.3)Net income (loss)...................................................................................

(94.7)

219.4－

Less: Net income attributable to noncontrolling interests ....................

5.7

2.4

(58.7)Net income (loss) attributable to NHI shareholders .............................

(100.4)217.0－

Return on shareholders’ equity .............................................................

(3.7%)

8.2%－

Net revenue ...........................................................................................
Non-interest expenses ...........................................................................
Income (loss) before income taxes .......................................................

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Information

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Revenue distribution
For the year ended March 31, 2020
Other

RetailNet revenue
231.6 billion yen
Income before income
taxes
99.2 billion yen

Net revenue
336.4 billion yen
Income before income
taxes
49.4 billion yen

Segment total
1,309.2 billion yen

Wholesale

Asset Management

Net revenue
648.6 billion yen
Income before income
taxes
92.2 billion yen

Net revenue
92.6 billion yen
Income before income
taxes
28.8 billion yen(2) Segment Information
We report our operations and business results by reporting segment that corresponds to the following threedivisions: Retail, Asset Management and Wholesale.
Business Segment Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)Non-interest expenses ...........................................................................

1,124.0
1,154.5

1,309.2
1,039.6

16.5(10.0)

Income (loss) before income taxes .......................................................

(30.5)

269.6－

Net revenue ...........................................................................................

In business segment totals, which exclude unrealized gain (loss) on investments in equity securities held for
operating purposes, net revenue for the fiscal year ended March 31, 2020 was 1,309.2 billion yen, an increase of
16.5% from the previous year. Non-interest expenses for the fiscal year ended March 31, 2020 decreased by
10.0% from the previous year to 1,039.6 billion yen. Income before income taxes was 269.6 billion yen for the
fiscal year ended March 31, 2020.

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Information

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Operating Results of RetailBillions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)Non-interest expenses ...........................................................................

339.5
290.0

336.4
286.9

(0.9)
(1.1)

Income before income taxes .................................................................

49.5

49.4

(0.1)

Net revenue ..........................................................................................

Net revenue decreased by 0.9% from the previous fiscal year to 336.4 billion yen, and non-interest expenses
decreased by 1.1% to 286.9 billion yen. As a result, income before income taxes decreased by 0.1% to 49.4 billion
yen.
Based on the basic concept of “Enriching clients by responding to their asset concerns”, Retail Division has
been working on consulting business in close cooperation with each customer with the aim of becoming “the mosttrusted partner”. In the current fiscal year, sales of investment trusts and equities were sluggish due to the decline
in customers' investment mindset against the backdrop of the unstable market environment. However, signs ofchanges are beginning to appear, as we have made a transition to the sales structure that meets the needs of ourclients. In addition to Asset Management, we will enhance our products and services such as; Real Estate,
Inheritance, or Succession, which aims to provide various solutions and advices to clients’ entire asset. We arealso taking digital approaches in addition to face-to-face approaches, to provide services to a wider range ofclients. We will further strengthen our digital approach.
Operating Results of Asset Management
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)Non-interest expenses ...........................................................................

97.8
63.7

92.6
63.8

(5.4)
0.3

Income before income taxes .................................................................

34.2

28.8

(15.8)Net revenue ...........................................................................................

Net revenue decreased by 5.4% from the previous fiscal year to 92.6 billion yen. Non-interest expenses
increased by 0.3% to 63.8 billion yen. As a result, income before income taxes decreased by 15.8% to 28.8 billion
yen.
In the investment trust business, the inflow to ETFs, funds that contribute to asset formation and funds fordefined contribution pension plans for the 100 years of life is continuing. On the other hand, there was an outflow
of funds such as emerging markets funds. In the investment advisory business, although we saw cash inflow
mainly from public pension funds, there was an outflow mainly from high yield related products in overseas. As aresult, revenue decreased as assets under management decreased from the end of the previous fiscal year as ofMarch 31, 2020, and due to the valuation of American Century Investments, our strategic partner.

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Segment Information

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Operating Results of Wholesale
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)Non-interest expenses ...........................................................................

555.4
666.8

648.6
556.4

16.8
(16.6)

Income (loss) before income taxes .......................................................

(111.4)92.2－

Net revenue ...........................................................................................

The Wholesale Division consists of two businesses, Global Markets which is engaged in the trading, sales andstructuring of financial products, and Investment Banking which is engaged in financing and advisory businesses.
Net revenue increased by 16.8% from the previous fiscal year to 648.6 billion yen. Non-interest expenses
decreased by 16.6% to 556.4 billion yen from previous year when we recognized a loss of 81.0 billion yen fromthe goodwill impairment attributable to Wholesale. As a result, income before income taxes was 92.2 billion yen.
Income before income taxes for the year ended March 31, 2020 includes approximately 35 billion yen mark down
mainly on our loan-related positions due to market dislocation in March.
Global Markets
In the year ended March 2020, we focused on core strengths in each region and stabilizing our performance,
following strategic repositioning of business undertaken in April 2019. As a result, we delivered steady
performance in both Fixed Income and Equities and continued to remain engaged with our clients, despite
geopolitical uncertainties leading to challenging market environment for most part of the year.
Investment Banking
In this fiscal year, the global IB business performed stably until the third quarter, but the decline in customer
activity and in the market caused by the spread of the new coronavirus infection in the fourth quarter affectedbusiness results. On the other hand, the diversification of revenue opportunities that we have worked on mainly
overseas has progressed. Europe, Middle East and Africa (“EMEA”) and Asia ex-Japan (“AEJ”) revenues from
M&A and DCM (debt-related fundraising business) exceeded the previous fiscal year’s revenue respectively. We
provide custom-made solutions by carefully grasping the needs of our clients.
On April 1, 2020, we completed the acquisition of Greentech Capital, LLC, an M&A boutique that is strong in
renewable energy technologies and facilities.

Other
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2019 (A)March 31, 2020 (B)Non-interest expenses ...........................................................................

131.3
134.0

231.6
132.4

76.4
(1.2)

Income (loss) before income taxes .......................................................

(2.8)

99.2

－

Net revenue ...........................................................................................

Net revenue increased by 76.4% from the previous fiscal year to 231.6 billion yen including realized gain of
73.3 billion yen from the sale of Nomura Research Institute ordinary shares in July, 2019. Non-interest expenses
decreased by 1.2% to 132.4 billion yen. As a result, income before income taxes was 99.2 billion yen.

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3. Financing Situation(1) Funding situation
In terms of funding, the Company, Nomura Securities Co., Ltd., Nomura Europe Finance N.V., Nomura BankInternational plc, Nomura International Funding Pte. Ltd. , and Nomura Global Finance Co., Ltd. are the maingroup entities that borrow externally, issue debt instruments and engage in other funding activities. By raisingfunds to match the currencies and liquidities of our assets or by using foreign exchange swaps as necessary, we
pursue optimization of our funding structures.
(2) Capital Expenditures
Capital expenditures focus primarily on investment in systems with the objective in encouraging businessactivities further in Japan and overseas. In Retail Division, we have improved online-based services in order toprovide more convenient services for our clients. In Wholesale Division, we have been continuously enhancing
the trading systems as well as strengthening the infrastructure system in order to navigate through the global
markets and achieve best execution more stably and efficiently.
4. Results of Operations and Assets(in billions of yen except per share data in yen)
113th Fiscal Year 114th Fiscal Year 115th Fiscal Year 116th Fiscal Year
Period (April 1, 2016 to (April 1, 2017 to (April 1, 2018 to (April 1, 2019 toMarch 31, 2017) March 31, 2018) March 31, 2019) March 31, 2020)

Item
Total Revenue ...........................................................

Net revenue ...............................................................
Income (loss) before income taxes ...........................
Net income (loss) attributable to
NHI shareholders ......................................................
Basic-Net income (loss) attributable to
NHI shareholders per share .......................................
Diluted-Net income (loss) attributable to
NHI shareholders per share .......................................
Total assets ................................................................
Total NHI shareholders’ equity ................................

1,715.5
1,403.2
322.8

1,972.2
1,497.0
328.2

1,835.1
1,116.8(37.7)

1,952.5
1,287.8
248.3

239.6

219.3

(100.4)

217.0

67.29

63.13

(29.90)

67.76

65.65

61.88

(29.92)

66.20

42,532.0
2,789.9

40,343.9
2,749.3

40,969.4
2,631.1

43,999.8
2,653.5────────(Note)
Stated in accordance with accounting principles generally accepted in the U.S.
5. Management Challenges and Strategies
The Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in thefirm and increasing the satisfaction of stakeholders, including shareholders and clients.
In order to revamp our business model transformation in Japan and further improve profitability of our overseas
operations, we were shifted to a business operating model to accelerate division’s leadership as from May 2019.
We will continue to strive to maintain a business foundation that is capable of sustainable growth in any future
conditions. Also, we recognize that ESG (Environmental, Social and Governance) initiatives are an important
theme for sustainable growth.
Although the environment is undergoing major changes due to the spread of COVID-19, we activated BusinessContinuity Plans to provide financial services. We will continue to fulfill our responsibility critical to the proper
functioning of society.
We will ensure our flexible and prompt response to changes in the global business environment, maintain an
appropriate financial standing and make effective use of management resources through improved capitalefficiency, etc.

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The challenges and strategies in each division are as follows:[Retail Division]
Based on the basic concept of “Enriching clients by responding to their asset concerns”, Retail Division aims tobecome a financial institution that is required by many people. We will continue working on improving the skillsof our Partners, and enhance wide range of products and services in order to accurately respond to diversifying
clients’ asset issues such as; Asset Succession or anxiety about lack of funds after retirement. Furthermore, inorder to deliver products and services to clients who have never used Nomura, we will expand our online services
and strengthen our remote consulting structure through call centers and other functions.
[Asset Management Division]
In our investment trust business, we will pursue providing clients with a diverse range of investment
opportunities to meet investors’ various needs, focusing on asset formation and retirement layers, where asset
management needs are expected to increase further in the future. In our investment advisory business, we will
aim to increase assets under management and expand our client base worldwide by providing value-added
investment services.
Through our continued effort to deliver superior investment performance, as well as meeting various investment
needs, we aim to become an asset management company highly regarded by investors from around the world.
[Wholesale Division]
The Wholesale division faces challenges presented by increasingly sophisticated needs of clients andtechnological advancement, coupled with challenged from uncertain market environment and potential economic
downturn recently on the back of COVID-19. To ensure continuity of service as well as added value to clients, wewill continue to enhance collaboration across regions and divisions as well as ensure tight risk control. We willcontinue efforts to diversify business portfolio and deploy financial resources to selective, high growth
opportunities.
Global Markets aims to provide uninterrupted liquidity to our clients while positioning portfolio to weather apossible economic downturn, keeping tight risk control and discipline. Additionally, opportunistically pursue
growth opportunities in areas like asset-side structured business / structured finance as well as client coverage andcontinue to make progress in digitization of Flow business and improved efficiency, differentiation.
In Investment Banking, we will continue to support our clients’ cross-border M&A ambitions, facilitate theirfundraising activities both in Japan and other geographies, as well as provide the full product suite of our
Solutions Business as our clients continue to pursue the globalization of their business activities.

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The Marchant Banking Division will primarily provide equity as a new solution for business reorganizations
and revitalizations, business succession as well as management buyouts to cater to the increasingly diversified andsophisticated needs of our clients. The Marchant Banking Division will, under proper management of risk, focus
on support for improving the enterprise value of portfolio companies, and will contribute to expansion of theprivate equity market.
[Risk Management and Compliance, etc.]
At the Nomura Group, the types and levels of risks for the purpose of achieving strategic objectives andbusiness plans based on management philosophy is set forth as the Risk Appetite. We will continue to develop arisk management framework which ensures financial soundness, enhances corporate value, and is strategicallyaligned to the business plan and incorporated in decision making by senior management.
With regard to compliance, we will continue to focus on improving the management structure to comply withlocal laws and regulations in the countries where we operate. We also continue to review our internal systems andrules so that all executive management and employees can work autonomously with high ethical standards.
In March 2019, there was an incident that information related to the listing and delisting criteria for the upper
market under review by the Tokyo Stock Exchange was handled improperly from the viewpoint of ensuring fairand sound markets in the course of communicating information at Nomura Securities Co., Ltd. In May the same
year, Japan’s Financial Services Agency issued a business improvement order against Nomura Holdings andNomura Securities for their management control framework relating to information management. We have taken
this matter very seriously, and are reviewing our organizational structures and developing rules. In addition, inorder to ensure not only compliance with laws and regulations, but also that all executive management andemployees are able to act in accordance with social norms, Nomura Group has established the “Nomura Group
Code of Conduct” as guidelines for action to be taken, and is developing an effective internal management system
to promote appropriate actions (Conduct) based on the Code of Conduct.
In addition, Nomura Group established the Nomura Founding Principles and Corporate Ethics Day in 2015.
Commemorated annually, this day aims to remind all of our executive officers and employees of the lessons
learned from the incident and to renew our determination to prevent similar incidents from recurring in the futureand further improve public trust In this initiative, we strive to maintain a sound corporate culture throughdiscussions on appropriate conduct, and will make further efforts to enable all of our executive officers andemployee to act with high ethical standards as professionals engaged in capital markets.
As described above, we are working to achieve our management targets and devote our efforts to the stability
and further develop financial and capital markets. Also, we aim to be a financial services group that society needs
and our clients trust.
6. Major Business Activities
Nomura Group primarily operates in investment and financial services focusing on the securities business. We
provide wide-ranging services to customers for both financing and investment through operations in Japan andother major financial capital markets around the world. Such services include securities trading and brokerage,
underwriting and distribution, arrangement of offering and distribution, arrangement of private placement,
principal finance, asset management, and other securities and financial business. We divide our business segments
into four divisions of Retail, Asset Management, Wholesale and Merchant Banking.
In order to respond to our clients’ increasingly diversified needs, we will further increase our lineup of services
available to clients by focusing efforts on private side products and services such as private equities and privately
placed bonds, in addition to products in public markets such as listed stocks and corporate bonds that we havebeen providing so far.

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7. Organizational Structure(1) Principal place of business in JapanThe Company: Head office (Tokyo)
Nomura Securities Co., Ltd. (Head office and local branches — 128 locations in total): Tokyo (Head office andlocal branches — 24 locations in total), Kanto area excluding Tokyo (29 branches), Hokkaido area (5 branches),
Tohoku area (9 branches), Hokuriku area (4 branches), Chubu area (15 branches), Kinki area (18 branches),
Chugoku area (9 branches), Shikoku area (4 branches) and Kyushu and Okinawa area (11 branches)
Nomura Asset Management Co., Ltd. (Tokyo, Osaka, Fukuoka)
The Nomura Trust & Banking Co., Ltd. (Tokyo)
Nomura Facilities, Inc. (Tokyo)
Nomura Financial Products & Services, Inc. (Tokyo)(2) Principal place of business overseas
Nomura Securities International, Inc. (New York, U.S.)
Nomura International plc (London, U.K.)
Nomura International (Hong Kong) Limited
Nomura Singapore Limited
Instinet Incorporated (New York, U.S.)(3) Status of Employees
Total ............................................................................................................................................

Employees

Increase / Decrease

26,6291,239 Decrease(Notes)1. Number of employees consists of the total number of employees of the Company and its consolidated
subsidiaries (excluding temporary employees).
2. Number of employees excludes employees seconded outside the Company and its consolidated subsidiaries.
(4) Status of Significant Subsidiaries
Name

Capital(in millions)

Location

Percentage of
Voting Rights

Type of Business

Nomura Securities Co., Ltd. .....................................

Tokyo, Japan¥

10,000100%

Securities

Nomura Asset Management Co., Ltd. ......................

Tokyo, Japan

¥

17,180100%

The Nomura Trust & Banking Co., Ltd. ...................
Nomura Facilities, Inc. ..............................................

Tokyo, JapanTokyo, Japan¥¥

35,000
480

100%
100%

Nomura Financial Products & Services, Inc. ............
Nomura Asia Pacific Holdings Co., Ltd.............
Nomura Holding America Inc. .................................
Nomura Securities International, Inc. .......................
Nomura America Mortgage Finance, LLC ...............
Instinet Incorporated .................................................
Nomura Europe Holdings plc ...................................
Nomura International plc ..........................................
Nomura International (Hong Kong) Limited ............
Nomura Singapore Limited ......................................

Tokyo, JapanTokyo, JapanNew York, U.S.
New York, U.S.
New York, U.S.
New York, U.S.
London, U.K.
London, U.K.
Hong Kong
Singapore, Singapore

¥
¥
US$
US$
US$
US$
US$
US$
¥
S$

176,775
10
6,157.25
3,650.00
1,783.49
1,329.70
11,391.32
11,241.23
182,311239.00

100%
100%
100%
100% *
100% *
100% *
100%
100% *
100% *
100% *

Investment TrustManagement / Investment
Advisory
Banking / TrustBusiness Space / Facility
Management
Financial
Holding Company
Holding Company
Securities
Holding Company
Holding Company
Holding Company
Securities
Securities
Securities / Financial────────(Notes)1. “Capital” is stated in the currency on which each subsidiary’s books of record are maintained. “Capital” of a
subsidiary, whose paid-in capital is zero or is in nominal amount (primarily subsidiaries located in the U.S.), isdisclosed in amount including additional paid-in capital. Percentages with “*” in the “Percentage of Voting
Rights” column include voting rights from indirect ownership of shares.
2. The total number of consolidated subsidiaries and consolidated variable interest entities as of March 31, 2020
was 1,342. The total number of entities accounted for under the equity method of accounting such as Nomura
Research Institute, Ltd. and Nomura Real Estate Holdings, Inc. was 13 as of March 31, 2020.
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8. Major Lenders
LenderLoan Amount(in millions of yen)Type of LoanMUFG Bank, Ltd .....................................................
Mizuho Bank, Ltd. ....................................................
Sumitomo Mitsui Banking Corporation ...................
Resona Bank, Ltd. .....................................................

Long-term borrowing
Long-term borrowing
Long-term borrowing
Long-term borrowing

368,002367,505
359,898
49,479Sumitomo Mitsui Trust Bank, Limited. ....................
Mizuho Trust & Banking Co., Ltd. ...........................

Long-term borrowing
Long-term borrowing

180,379
30,000

The Chiba Bank, Ltd. ................................................
The Shizuoka Bank, Ltd. ..........................................

Long-term borrowing
Long-term borrowing

44,32635,246The Norinchukin Bank ..............................................

Long-term borrowing

48,697

Meiji Yasuda Life Insurance Company ..................

Long-term borrowing

31,643

9. Capital Management Policy
We seek to enhance shareholder value and to capture growing business opportunities by maintaining sufficientlevels of capital. We will continue to review our levels of capital as appropriate, taking into consideration theeconomic risks inherent to operating our businesses, the regulatory requirements, and maintaining our ratingsnecessary to operate businesses globally.
We believe that raising corporate value over the long term and paying dividends is essential to rewarding
shareholders. We will strive to pay dividends using a consolidated pay-out ratio of 30 percent of each semi-annual
consolidated earnings as a key indicator.
Dividend payments will be determined taking into account a comprehensive range of factors such as thetightening of Basel regulations and other changes to the regulatory environment as well as the company’s
consolidated financial performance.
Dividends will in principle be paid on a semi-annual basis with record dates of September 30 and March 31.
Additionally we will aim for a total payout ratio, which includes dividends and share buybacks, of at least 50
percent.
With respect to the retained earnings, in order to implement measures to adapt to regulatory changes and toincrease shareholder value, we seek to efficiently invest in business areas where high profitability and growth may
reasonably be expected, including the development and expansion of infrastructure.
Dividends for the Fiscal Year
Based on our Capital Management Policy described above, we paid a dividend of 15 yen per share toshareholders of record as of September 30, 2019 and have decided to pay a dividend of 5 yen per share toshareholders of record as of March 31, 2020. As a result, the total annual dividend will be 20 yen per share.
The following table sets forth the details of dividends paid for the fiscal year ended March 31, 2020:

Resolution of Board of Directors

Record Date

October 29, 2019 .............................................

September 30, 2019

May 8, 2020.................................................

March 31, 2020

Total Amount of
Dividends(in millions of yen)

Dividend Per Share(yen)

48,483
15,19515.00
5.00

10. Other Important Matters Related to the Current Situation of the Corporate GroupWe tendered to the self-tender offer made by Nomura Research Institute, Ltd. (“NRI”). Upon the settlement on
August 21, 2019, we sold 101,889,300 ordinary shares we held at ¥159,966 million to NRI. NRI remains anequity method affiliate of NHI.

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II. Stocks
1. Total Number of Authorized Shares:
The total number of classes of shares authorized to be issued in each class is as follows.
Type

6,000,000,000 shares

Total Number of Shares Authorized to be Issued in Each Class

Common Stock .............................................................................
Class 1 Preferred Stock .................................................................
Class 2 Preferred Stock .................................................................
Class 3 Preferred Stock .................................................................
Class 4 Preferred Stock .................................................................

2. Total Number of Issued Shares: Common Stock

6,000,000,000
200,000,000
200,000,000
200,000,000
200,000,000

3,493,562,601 shares

3. Number of Shareholders:

349,668

4. Major Shareholders (Top 10):
Number of Shares Owned
andPercentage of Shares Owned

Names of Shareholders(in thousand shares)
The Master Trust Bank of Japan, Ltd. (Trust Account) .............................................................
Japan Trustee Services Bank, Ltd. (Trust Account) ....................................................................
Japan Trustee Services Bank, Ltd. (Trust Account 5) ................................................................
JP Morgan Chase Bank 385151 ...................................................................................................
Northern Trust Co. (AVFC)
Re Silchester International Investors International Value Equity Trust ......................................
Japan Trustee Services Bank, Ltd. (Trust Account 7) ................................................................

228,152
163,096
70,68053,54651,872

(%)
7.50
5.36
2.32
1.76
1.70

50,75849,1101.67
1.61

Northern Trust Co. (AVFC)
Re U.S. Tax Exempted Pension Funds.........................................................................................

39,176

1.28

Japan Trustee Services Bank, Ltd. (Trust Account 1) ................................................................
SSBTC Client Omnibus Account. ................................................................................................

36,26034,172

1.19
1.12

State Street Bank West Client-Treaty 505234 .............................................................................

────────(Note)
1. The Company has 454,625 thousand shares of treasury stock as of March 31, 2020 which is not included in the
major shareholders list above.
2. Figures for Number of Shares Owned are rounded down to the nearest thousand and figures for Percentage ofShares Owned are calculated excluding treasury stock.

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5. Status of Treasury Stock Repurchase, Disposition and Number of Shares Held in Treasury:(1) Repurchased shares
Common Stock ........................................................................................................
Total Repurchase Amount (in thousands of yen) ....................................................

299,381,781 shares
150,009,244

Stocks acquired according to resolution of the Board, included above, are as follows;
Common Stock ........................................................................................................
Total Repurchase Amount (in thousands of yen) ....................................................

299,362,300 shares
149,999,997

Reason for Repurchase
The Company plans to acquire treasury stock to raise capital efficiency and ensure a flexible capitalmanagement policy, and to deliver as stock-based compensation.
(2) Shares Disposed
Common Stock ...........................................................................................................

27,168,475 shares

Aggregate Amount of Disposition (in thousands of yen) ...........................................

15,373,218(3) Number of Shares Held in Treasury as of the end of fiscal year
Common Stock ........................................................................................................... 454,625,108 shares

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III. Stocks Acquisition Rights
1. Stock Acquisition Rights as of the end of the fiscal year
Number of
Shares under
Stock
Acquisition
RightsName of Stock Acquisition Rights

Allotment Date

Number ofStock
Acquisition
RightsStock Acquisition Rights No.46 ...............

June 5, 2012

1,153

115,300

Stock Acquisition Rights No.47 ...............

June 5, 2012

3,720

372,000

Stock Acquisition Rights No.48 ...............

June 5, 2012

5,268

526,800

Stock Acquisition Rights No.49 ...............

June 5, 2012

398

39,800Stock Acquisition Rights No.50 ...............

June 5, 2012

397

39,700Stock Acquisition Rights No.53 ...............

June 5, 2013

937

93,700Stock Acquisition Rights No.54 ...............

June 5, 2013

4,563

456,300

Stock Acquisition Rights No.55 ...............

November 19, 2013

26,782

2,678,200

Stock Acquisition Rights No.56 ...............

June 5, 2014

1,892

189,200

Stock Acquisition Rights No.57 ...............

June 5, 2014

6,524

652,400

Stock Acquisition Rights No.58 ...............

June 5, 2014

10,145

1,014,500

Stock Acquisition Rights No.60 ...............

June 5, 2014

3,754

375,400

Stock Acquisition Rights No.61 ...............

June 5, 2014

13,746

1,374,600

Stock Acquisition Rights No.62 ...............

November 18, 2014

26,7372,673,700

Stock Acquisition Rights No.63 ...............

June 5, 2015

5,461

546,100

Stock Acquisition Rights No.64 ...............

June 5, 2015

9,282

928,200

Stock Acquisition Rights No.65 ...............

June 5, 2015

14,975

1,497,500

Stock Acquisition Rights No.68 ...............

November 18, 2015

25,6882,568,800

Stock Acquisition Rights No.69 ...............

June 7, 2016

10,341

1,034,100

Stock Acquisition Rights No.70 ...............

June 7, 2016

15,522

1,552,200

Stock Acquisition Rights No.71 ...............

June 7, 2016

20,283

2,028,300

Stock Acquisition Rights No.72 ...............

June 7, 2016

2,592

259,200

Stock Acquisition Rights No.73 ...............

June 7, 2016

1,054

105,400

Stock Acquisition Rights No.74 ...............

November 11, 2016

25,3542,535,400

Stock Acquisition Rights No.75 ...............

June 9, 2017

11,886

1,188,600

Stock Acquisition Rights No.76 ...............

June 9, 2017

14,5691,456,900

Stock Acquisition Rights No.77 ...............

June 9, 2017

42,5804,258,000

30

Stocks Acquisition Rights_1

Period for
the Exercise of
Stock Acquisition Rights

From April 20, 2015
to April 19, 2020
From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From October 20, 2015
to April 19, 2021
From October 20, 2016
to April 19, 2022
From April 20, 2015
to April 19, 2020
From April 20, 2016
to April 19, 2021
From November 19, 2015
to November 18, 2020
From April 20, 2015
to April 19, 2020
From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From March 31, 2016
to March 30, 2021
From March 31, 2017
to March 30, 2022
From November 18, 2016
to November 17, 2021
From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From April 20, 2018
to April 19, 2023
From November 18, 2017
to November 17, 2022
From April 20, 2017
to April 19, 2022
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From October 30, 2016
to October 29, 2021
From April 30, 2017
to April 29, 2022
From November 11, 2018
to November 10, 2023
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From April 20, 2020
to April 19, 2025

Exercise Price per
Share under
Stock
Acquisition
Rights
(yen)
1
1
1
1
1
1
1
821
1
1
1
1
1
738
1
1
1
802
1
1
1
1
1
593
1
1
1

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Number of
Shares under
Stock
Acquisition
RightsName of Stock Acquisition Rights

Allotment Date

Number ofStock
Acquisition
RightsStock Acquisition Rights No.78 ...............

June 9, 2017

8,118

811,800

Stock Acquisition Rights No.79 ...............

June 9, 2017

8,099

809,900

Stock Acquisition Rights No.80 ...............

June 9, 2017

1,362

136,200

Stock Acquisition Rights No.81 ...............

June 9, 2017

1,362

136,200

Stock Acquisition Rights No.82 ...............

June 9, 2017

2,767

276,700

Stock Acquisition Rights No.83 ...............

June 9, 2017

639

63,900Stock Acquisition Rights No.84 ...............

November 17, 201724,8892,488,900

Stock Acquisition Rights No.85 ...............

November 20, 201825,0792,507,900

Period for
the Exercise of
Stock Acquisition Rights

From April 20, 2021
to April 19, 2026
From April 20, 2022
to April 19, 2027
From April 20, 2023
to April 19, 2028
From April 20, 2024
to April 19, 2029
From October 30, 2017
to October 29, 2022
From April 30, 2018
to April 29, 2023
From November 17, 2019
to November 16, 2024
From November 20, 2020
to November 19, 2025

Exercise Price per
Share under
Stock
Acquisition
Rights
(yen)
1
1
1
1
1
1
684
573

────────(Notes)1. Stock acquisition rights are issued in conjunction with the Company’s equity-based compensation plan and nopayment is required in exchange for stock acquisition rights.
2. Any transfer of stock acquisition rights is subject to approval by the Board of Directors of the Company.
3. No stock acquisition rights shall be exercised partially. Grantees who lose their positions as executives or
employees due to resignation or other similar reasons before the commencement of the exercise period will, in
principle, forfeit their stock acquisition rights.
4. Number of stock acquisition rights and number of shares under stock acquisition rights are as of the end of the
fiscal year.
5. Stock Acquisition Rights No.1 to No.45, No.51, No.52, No.59, No.66 and No.67 were all extinguished byexercise, forfeiture, or expiration of exercise period.

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2. Stock Acquisition Rights Held by the Directors and Executive Officers of the Company as of the end of the
fiscal year
Directors and Executive Officers(excluding Outside Directors)
Name of Stock Acquisition Rights
Number of
Stock Acquisition Rights
Stock Acquisition Rights No.47 ...........................
Stock Acquisition Rights No.48 ...........................
Stock Acquisition Rights No.54 ...........................
Stock Acquisition Rights No.58 ...........................
Stock Acquisition Rights No.60 ...........................
Stock Acquisition Rights No.61 ...........................
Stock Acquisition Rights No.63 ...........................
Stock Acquisition Rights No.64 ...........................
Stock Acquisition Rights No.65 ...........................
Stock Acquisition Rights No.69 ...........................
Stock Acquisition Rights No.70 ...........................
Stock Acquisition Rights No.71 ...........................
Stock Acquisition Rights No.75 ...........................
Stock Acquisition Rights No.76 ...........................
Stock Acquisition Rights No.77 ...........................

Number of
Holders
17

1

76
49
264
95
414
69
206
574
451
938
1,130
889
887
1,099

2
1
2
2
3
1
2
3
3
5
6
5
5
7

────────(Notes)1. Number of stock acquisition rights is as of the end of the fiscal year.
2. No stock acquisition rights have been issued to Outside Directors.
3. Other Significant Matters
On May 8, 2020, the Company announced to grant Restricted Stock Units (“RSUs”) to directors, executive
officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSUs to be granted iscurrently estimated as follows. The number and detailed terms and conditions of the RSUs will be determined at a
meeting of the Executive Management Board scheduled for late May 2020, and will be announced immediately
thereafter.
Number of Granted RSUs

Number of Shares of Common Stockunder the RSUs

75,000,000

75,000,000

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IV. Matters Relating to the Company’s Directors and Executive Officers
1. Status of the Directors (as of March 31, 2020)
Name

Positions and Responsibilities

Significant Concurrent Positions

Chairman of the Board of Directors
Member of the Nomination Committee
Member of the Compensation Committee

Director of Nomura Securities Co., Ltd. (*1) (*2)

Koji Nagai

Director
Representative Executive Officer andPresidentGroup CEO

Director and Chairman of the Board of Directors of Nomura
Securities Co., Ltd. (*1)

Shoichi Nagamatsu

Director
Representative Executive Officer and
Deputy President

Not Applicable

Hiroshi Kimura

Outside Director
Chairman of the Nomination Committee
Chairman of the Compensation Committee

Honorary Company Fellow of Japan Tobacco Inc.
Outside Director of IHI Corporation (*2)

Kazuhiko Ishimura

Outside Director
Member of the Nomination Committee
Member of the Compensation Committee

Director of AGC Inc.
Outside Director of TDK Corporation
Outside Director of IHI Corporation

Noriaki Shimazaki

Outside Director
Chairman of the Audit Committee

Outside Director of Loginet Japan Co., Ltd.
Director of Nomura Securities Co., Ltd. (*1)

Mari Sono

Outside Director
Member of the Audit Committee

Not Applicable

Hisato Miyashita

Director
Member of the Audit Committee (full time)

Statutory Auditor of Nomura Financial Products & Services,
Inc.(*1)

Michael Lim ChooSan

Outside Director

Non-Executive Chairman of Fullerton Healthcare
Corporation Limited
Non-Executive Chairman of Nomura Singapore Ltd. (*1)

Laura Simone Unger

Outside Director

Independent Director of CIT Group Inc.
Independent Director of Navient Corporation
Independent Director of Nomura Securities International,
Inc. (*1)

Nobuyuki Koga

33

Matters Relating to the Company’s Directors and Executive Officers_1

Representative Director and President of Kanagawa
Kaihatsu Kanko Co., Ltd.

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(Notes)
1. Directors Hiroshi Kimura, Kazuhiko Ishimura, Noriaki Shimazaki, Mari Sono, Michael Lim Choo San, and Laura Simone Unger
are Outside Directors, as provided for in Article 2, Item 15 of the Companies Act, and are also Independent Directors, as provided
for in Article 436-2 of the Tokyo Stock Exchange, Inc.’s Securities Listing Regulations.
2. Director Noriaki Shimazaki, Chairman of the Audit Committee, is a financial expert under the Sarbanes-Oxley Act of 2002 andDirector Mari Sono, a member of the Audit Committee, is a certified public accountant. Each of them has considerable finance andaccounting knowledge.
3. The Company has selected director Hisato Miyashita, who is well-versed in the business of the Nomura Group, as a full-timemember of the Audit Committee, with the expectation that audits by the Audit Committee will be performed more effectively.
4. Companies marked with “*1” are wholly-owned subsidiaries (including indirect ownership) of the Company.
5. Concurrent positions marked with “*2” are positions from which a director has resigned during the period from the fiscal year-end
to the date of this Business Report, or positions from which a director is scheduled to resign as of the date of this Business Report.
6. There are no special relationships between the Company and companies in which Outside Directors concurrently serve (except for
those companies marked with “*1”).
7. The Company has entered into agreements to limit Companies Act Article 423 Paragraph 1 liability for damages with directors
Hiroshi Kimura, Kazuhiko Ishimura, Noriaki Shimazaki, Mari Sono, Hisato Miyashita, Michael Lim Choo San, and Laura Simone
Unger. Liability under each such agreement is limited to either 20 million yen or the amount prescribed by laws and regulations,whichever is greater.

2. Matters Relating to the Outside Directors
Status of the Activities of the Outside Directors
Name

Status of Main Activities

Hiroshi Kimura

Attended all 11 meetings of the Board of Directors, all 9 meetings of the Nomination Committee, and all 8
meetings of the Compensation Committee held during the fiscal year, and appropriately made statements
based on his extensive experience and comprehensive knowledge gained from being a corporate manager
for many years.

Kazuhiko Ishimura

Attended all 11 meetings of the Board of Directors, all 9 meetings of the Nomination Committee, and all 8
meetings of the Compensation Committee held during the fiscal year, and appropriately made statements
based on his extensive experience and comprehensive knowledge gained from being a corporate manager
for many years.

Noriaki Shimazaki

Attended all 11 meetings of the Board of Directors and all 16 meetings of the Audit Committee held during
the fiscal year, and appropriately made statements based on his extensive experience and comprehensive
knowledge gained from being a corporate manager for many years and an expert well-versed ininternational accounting systems.

Mari Sono

Attended all 11 meetings of the Board of Directors and all 16 meetings of the Audit Committee held during
the fiscal year, and appropriately made statements based on her extensive experience and comprehensive
knowledge gained from being an expert well-versed in corporate accounting.

Michael Lim ChooSan

Attended all 11 meetings of the Board of Directors held during the fiscal year, and appropriately madestatements based on his extensive experience and comprehensive knowledge gained from being an expert
well versed in international accounting systems.

Laura Simone Unger

Attended all 11 meetings of the Board of Directors held during the fiscal year, and appropriately madestatements based on her extensive experience and comprehensive knowledge gained from being an expert
well-versed in finance-related legal systems.

(Notes)Other than the above, Outside Directors Meetings, consisting solely of members who are Outside Directors, have been held, where
there are discussions concerning matters such as the business and corporate governance of the Company.

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3. Status of the Executive Officers (as of March 31, 2020)
Name

Positions and Responsibilities

Significant Concurrent Positions

Koji Nagai

Director
Representative Executive Officer
and PresidentGroup CEOSee “1. Status of the Directors”

Shoichi Nagamatsu

Director
Representative Executive Officer
and Deputy President

See “1. Status of the Directors”

Kentaro Okuda

Executive Managing Director and
Deputy PresidentGroup Co-COO

Not Applicable

Toshio Morita

Executive Managing Director
Group Co-COO

Representative Director and President of Nomura Securities
Co., Ltd.

Junko Nakagawa

Executive Managing Director
Head of Asset Management

Representative Director, President and CEO of Nomura AssetManagement Co., Ltd.

Yuji Nakata

Executive Managing Director
Chief Risk Officer

Representative Director and Deputy President of Nomura

Tomoyuki Teraguchi

Executive Managing Director
Chief Compliance Officer

Takumi Kitamura

Executive Managing Director
Chief Financial Officer (CFO)

Securities Co., Ltd.
Direcotr of Nomura Financial Products & Services, Inc.
Representative Director and Executive Vice President of
Nomura Securities Co., Ltd.
Director of Nomura Financial Products & Services, Inc.
Director and Senior Corporate Managing Director of Nomura
Securities Co., Ltd.

(Notes)
1. As of March 31, 2020, Koji Nagai, Shoichi Nagamatsu and Yuji Nakata resigned from the office of Executive Managing Directorof the Company.
2. As of April 1, 2020, Sotaro Kato assumed the office of Executive Managing Director of the Company.
(Reference) Executive Officers as of April 1, 2020 are as follows:
Kentaro Okuda
Representative Executive Officer and President, Group CEO
Toshio Morita

Representative Executive Officer

Junko Nakagawa

Executive Managing Director, Head of Asset Management

Tomoyuki Teraguchi

Executive Managing Director, Chief of Staff and Chief Compliance Officer(CCO)
Executive Managing Director, Chief Financial Officer (CFO)

Takumi Kitamura
Sotaro Kato

Executive Managing Director, Chief Risk Officer (CRO) (based in New
York)

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4. Compensation paid to Directors and Executive Officers
Millions of yen
Number of People(1)

Directors ..................................
(Outside Directors) ..................
Executive Officers ..................
Total ........................................

Basic Compensation (2,3)

8
(6)
8
16

253
(129)
560
813

Bonus
100
(－)
538
638

Deferred Compensation
(4)

15
(－)
203
218

Total
368
(129)
1,301
1,669

(Notes)1. Compensation to Directors who were concurrently serving as Executive Officers is included in that of
Executive Officers.
2. Basic compensation of ¥813 million includes other compensation (commuter pass allowance) of ¥750 thousand.
3. In addition to basic compensation of Executive Officers, ¥27 million of corporate housing costs, such as
housing allowance and related tax adjustments, were provided.
4. Deferred compensation (such as stock options) granted during and prior to the fiscal year ended March 31, 2020is recognized as expense in the financial statements for the fiscal year ended March 31, 2020.
5. Subsidiaries of the Company paid ¥61 million to Outside Directors as compensation, etc. for their directorshipat those subsidiaries for the fiscal year ended March 31, 2020.
6. The Company abolished retirement bonuses to Directors in 2001.
5. Matters relating to Individual Directors and Executive Officers’ Compensation Determined by Compensation
Committee(1) Method of Determining Compensation Policies
As the Company is organized under the Committee System, the Compensation Committee has set the“Compensation Policy of Nomura Group” and “Compensation Policy for Directors and Executive Officers of
Nomura Holdings, Inc.”(2) Compensation Policy of Nomura GroupThe “Compensation Policy of Nomura Group” is as follows:
Nomura Group is establishing its status firmly as a globally competitive financial services group. To support
this, we recognize that our people are our most valuable asset. We have therefore developed our Compensation
Policy for both executives and employees of Nomura Group to ensure we attract, retain, motivate and develop
talent that enables us to achieve sustainable growth, realize a long-term increase in shareholder value, deliverclient excellence, compete in a global market and enhance our reputation.
Our Compensation Policy is based around six key themes:
1) Align with Nomura Values and Strategies• Compensation is designed to support delivery against the broader strategic aims of the Group.
• Levels and structures of compensation reflect the needs of each business line and allow the Group to effectively
compete for key talent in the market.
• We develop our staff to support the Nomura values.
2) Reflect Firm, Division and Individual Performance• “Pay for Performance” is our fundamental principle to motivate and reward our key talent regardless of personal
background.
• We manage compensation on a firm-wide basis, taking into account the performance of the Group andsupporting our ethos of sustainable growth, collaboration and client service. This enables us to manage strategic
investments and still operate market-competitive compensation practices.
• An individual’s compensation is determined by properly reflecting the Group, division and individual
performance, ensuring that it is aligned with both the business strategy and market considerations.

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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知• Individual compensation award decisions are underpinned by valid and rigorous performance management
processes and supporting systems.
3) Establish Appropriate Performance Measurement with a Focus on Risk
• Compensation is not determined by reference solely to revenues. Risk-adjusted profits are being emphasized in
Nomura’s management information and performance systems and processes.
• In addition, qualitative factors such as cross-divisional collaboration, risk management, alignment withorganizational values, and compliance are stressed when evaluating performance.
• Performance measurement reflects the business needs, taking account of risk associated with each business.
Such risk includes market, credit, operational, and liquidity risk among others.
• In assessing and measuring risk for compensation, input and advice is received from the risk management andfinance divisions.
4) Align Employee and Shareholder Interests• Compensation of Group executives and higher paid employees should reflect the achievement of targets which
are in line with the creation of shareholder value.
• For higher paid executives and employees, a part of their compensation is delivered in equity linked awards withappropriate vesting periods to ensure that their interests are closely aligned with those of shareholders.
5) Appropriate Compensation Structures• The compensation structure reflects our desire to grow and develop our talent. It is merit based, reflecting
performance and is regularly reviewed to ensure its fairness.
• For higher paid executives and employees, a significant portion of compensation is deferred, balancing shortterm interests with longer-term stewardship of the Group.
• Deferred compensation should be subject to forfeiture or “clawback” in the event of a material restatement of
earnings or other significant harm to the business of Nomura.
• The percentage of deferral increases as an employee’s total compensation increases. A part of deferredcompensation is delivered in mid/long-term incentive plans, such as equity linked awards with appropriate vesting
periods.
• Guarantees of bonus/compensation should be allowed only in limited circumstances such as new hiring or
strategic business needs, and multi-year guarantees should not be used as a matter of course.
• There should be no special or expensive retirement/severance guarantees for senior executives.
• Nomura will respect all areas in which it operates and will seek to ensure pay structures reflect the needs of theorganization as well as regulatory and government bodies.
6) Ensure Robust Governance and Control Processes• This Policy and any change hereof must be approved by Nomura Holdings’ Compensation Committee, amajority of which consists of non-executive outside directors.
• The Compensation Committee of Nomura Holdings decides individual amounts as well as compensation policy
for Directors and Executive Officers of Nomura Holdings, in line with this Policy.
• Globally, we institute a review and authorization policy for senior or high-level contracts ensuring consistency
with this Policy. This is administered by Human Resources, involves Finance, Risk Management and Regional
Compensation Committees and is reviewed by the Executive Managing Board.
• Compensation for employees of risk management and compliance functions is determined independently ofother business divisions.
• The Compensation Committee uses market and specialist advisory groups to advise on appropriate compensation
structures and levels as necessary.
(3) Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.
”Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.” is as follows:
Compensation of Directors and Executive Officers is composed of base salary, cash bonus and long-term
incentive plans.

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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知1) Base Salary• Base salary is determined based on factors such as professional background, career history, responsibilities andcompensation standards of related business fields.
• A portion of base salary may be paid in equity linked awards with appropriate vesting periods to ensure thatmedium to long-term interests of Directors and Executive Officers are closely aligned with those of shareholders.
2) Cash Bonus• Cash bonuses of Directors and Executive Officers are determined by taking into account both quantitative andqualitative factors. Quantitative factors include performance of the Group and the division. Qualitative factors
include achievement of individual goals and subjective assessment of individual contribution.
• Depending on the level of bonus payment, a portion of payment in cash may be deferred. In addition, a portionof deferred bonus may be paid in equity linked awards with appropriate vesting periods in lieu of cash to ensurethat medium to long-term interests of Directors and Executive Officers are closely aligned with those ofshareholders. Such deferred bonus may be unpaid or forfeited under specific circumstances.
3) Long-term Incentive Plan
• Long-term incentive plans may be awarded to Directors and Executive Officers, depending on their individual
responsibilities and performance.
• Payments under long-term incentive plans are made when a certain degree of achievements are accomplished.
Payments are made in equity linked awards with appropriate vesting periods to ensure that medium to long-term
interests of Directors and Executive Officers are closely aligned with those of shareholders.

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V. Matters Relating to Accounting Auditor
1. Name: Ernst & Young ShinNihon LLC
2. Audit Fees, etc.
Item

Amount(1) Audit fees, etc.
(2) Total amount of cash and other financial benefits payable by the Company and its subsidiaries to the
Accounting Auditor

886 million yen
1,409 million yen────────(Notes)1. The audit contract between the Company and the Accounting Auditor does not separate the audit fees based on
the Companies Act and the Financial Instruments and Exchange Act. Since the audit fees based on the Companies
Act and the Financial Instruments and Exchange Act could not be substantively separated, the amount of audit
fees above includes the audit fees based on the Financial Instruments and Exchange Act.
2. In addition to the attestation services pursuant to the Article 2, Paragraph 1 of the Certified Public Accountant
Act, the Company and its subsidiaries pay compensation to the Accounting Auditor with respect to verification
services on compliance with the segregation of customers’ assets requirements, etc.
3. Significant overseas subsidiaries of the Company are subject to audit (limited to audit pursuant to theCompanies Act or the Financial Instruments and Exchange Act and other equivalent foreign regulations) bycertified public accountants or auditing firms (who hold equivalent qualifications in foreign countries) other thanthe Company’s Accounting Auditor.
4. The Audit Committee has received necessary documents and reports from the Chief Financial Officer (“CFO”),
relevant internal divisions, and the Accounting Auditor, and has confirmed the structure of the Accounting
Auditor’s audit team, audit plan, audit status, the status of the maintenance of the structure for controlling qualityof the audit firm, and the basis for the calculation of estimated remuneration, etc. Additionally, the Audit
Committee conducts pre-approval procedures in accordance with Article 202 of the Sarbanes-Oxley Act of 2002,
etc. Based on the result of such confirmations and procedures, the Audit Committee has verified thecompensation, etc. of the Accounting Auditor and determined that it is at a reasonable level to maintain andimprove audit quality, and has given the Companies Act Article 399 Paragraph 1 consent.
3. Dismissal or Non-Reappointment Policy(1) If the Accounting Auditor corresponds to any of the items stipulated under Article 340, Paragraph 1 of theCompanies Act, the Audit Committee shall consider dismissal of the Accounting Auditor, and if dismissal isdetermined to be reasonable, the Audit Committee will dismiss the Accounting Auditor by a unanimous consent
of all members of the Audit Committee. In such event, an Audit Committee Member appointed by the Audit
Committee shall report the dismissal of the Accounting Auditor and reasons for dismissal at the general meetingof shareholders to be convened immediately after the dismissal.
(2) In cases where the Audit Committee determines that the Accounting Auditor has issues in terms of thefairness, or that maintenance of more appropriate audit structure is needed, a proposal on dismissal or nonreappointment of the Accounting Auditor will be submitted to the annual general meeting of shareholders.

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VI. The Content of the Resolution Adopted Regarding the Maintenance of Structures such as the Structure
for Ensuring Appropriate Business Activities and the Summary of the Status of the Implementation of theStructure
The content of the resolution adopted by the Board of Directors concerning the Structure for Ensuring Appropriate
Business Activities is set forth below. In addition, the summary of the implementation status of the structureduring this fiscal year is described in the broken line frame for each item.
Structure for Ensuring Appropriate Business Activities at Nomura Holdings, Inc.
The Company shall, through the Board of Directors of the Company, establish the following structure(hereinafter referred to as the “Internal Controls System”) to ensure appropriate business activities at the Company
and within the Nomura Group, assess the structure on a regular basis, and revise the structure as necessary. The
Board of Directors shall, in addition to ensuring appropriate business through, amongst other measures, thesupervision of the execution of duties by Directors and Executive Officers and development of the basic
management policy of the Nomura Group, shall also monitor the maintenance by Executive Officers andoperational status of the Internal Controls System, and call for improvements when necessary.
Further, the Board of Directors shall establish and thoroughly enforce the Nomura Group Code of Conduct,
guidelines that all Nomura Group officers and employees should comply with, which encompasses an emphasis
on customer interests, full awareness of the social mission, compliance with applicable laws and regulations,
undertaking of social contribution activities, etc.
< I. Matters Concerning the Audit Committee >The Audit Committee shall enforce its powers prescribed by laws and regulations to audit the legality, adequacyand efficiency of the execution by Directors and Executive Officers of their duties through the use of the
Independent Auditor, auditing firms and organizations within the Company to ensure the appropriate businessactivities of Nomura Holdings, Inc.
1. Directors and Employees that will provide Support with respect to the Duties(1) The Board of Directors may appoint a Director, not concurrently serving as an Executive Officer, as the“Audit Mission Director.” The Audit Mission Director shall support audits performed by the Audit Committee,
and in order for the Board of Directors to effectively supervise the execution by the Directors and Executive
Officers of their duties, the Audit Mission Director shall perform the Audit Mission Director’s duties inaccordance with the Audit Committee’s instructions.
(2) The Company shall put in place the Office of Non-Executive Directors and Audit Committee to support theduties of the Audit Committee and Directors. The Audit Committee or a member of the Audit Committee
designated by the Audit Committee shall evaluate employees of the Office of Non-Executive Directors and Audit
Committee. Regarding the hiring, transfer and discipline of the employees of the Office of Non-Executive
Directors and Audit Committee, the consent of the Audit Committee or a member of the Audit Committee
designated by the Audit Committee must be obtained.
[Summary of Implementation Status of the Structure indicated above]
The Company has set up the Office of Non-Executive Directors and Audit Committee as a unit
dedicated to assisting with the duties of the Directors. To secure the independence of the Office of
Non-Executive Directors and Audit Committee, employees of the Office of Non-Executive
Directors and Audit Committee are evaluated by an Audit Committee Member designated by the
Audit Committee.
2. Audit System within the Nomura Group(1) The Company shall establish a group audit structure centered around the Company (the holding company) sothat the Audit Committee can conduct audits in coordination with the Audit Committees, etc., of subsidiaries.

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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(2) The Audit Committee shall audit the legality, adequacy and efficiency of the business of the Nomura Group incoordination, as necessary, with the Audit Committee of its subsidiaries.
[Summary of Implementation Status of the Structure indicated above]
As a general rule, meetings of the Audit Committee of the Company and the Audit andSupervisory Committee of Nomura Securities are held jointly. Further, efforts are being made tocoordinate closely by having persons such as full-time Audit Committee Members of theCompany and Audit Mission Directors of Nomura Securities concurrently serve as Company
Auditors and Audit and Supervisory Committee Members of subsidiaries in Japan. Additionally,at the Nomura Group, Audit Committees have been set up in the holding companies that supervise
each of the 3 overseas regions (Europe, the Americas, and Asia) and Audit Committee Membersof the Company and the heads of such committees share information regarding the issues andawareness of problems for each region from the audit work perspective.
3. Structures Ensuring the Effectiveness of the Audit(1) Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may
participate in or attend important meetings including meetings of the Executive Management Board.
(2) The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct
audits of financial statements about the audit plan at the beginning of the period, audit status during the period,
audit results at the end of the period, and the status of internal controls over financial reporting. Members of the
Audit Committee and the Audit Mission Director may exchange opinions with accounting auditors and accounting
firms that conduct audits of financial statements as necessary.
(3) A member of the Audit Committee designated by the Audit Committee may investigate the Company or its
subsidiaries through, as necessary, himself/herself, other members of the Audit Committee or the Audit Mission
Director.
(4) The Audit Committee in conducting audits may engage attorneys, certified public accountants, consultants orother outside advisors as deemed to be necessary.
[Summary of Implementation Status of the Structure indicated above]
Audit Committee Members designated by the Audit Committee have participated in or attended
important meetings such as meetings of the Executive Management Board and the Internal
Controls Committee.
The Audit Committee has directly received explanations regarding the audit plan at the beginningof the period, audit status during the period, audit results at the end of the period, and the status ofinternal controls over financial reporting, from Ernst & Young ShinNihon LLC who is the
Accounting Auditor and accounting firm that conducts audits of the Financial Statements. In
addition, Audit Committee Members share the awareness of audit problems and exchange of
opinions with Ernst & Young ShinNihon LLC by, for example, holding regular meetings with
Ernst & Young ShinNihon LLC and seeking the opinions as necessary.
Furthermore, Audit Committee Members, in addition to carrying out site visits of sites such as
departments of the Company and departments and retail branches of Nomura Securities and site
visits of subsidiaries other than Nomura Securities in person, have received reports from Nomura
Securities’ Audit and Supervisory Committee Members and Audit Mission Directors who carriedout site visits of subsidiaries.
Moreover, the Audit Committee, by entering into an advisory services agreement with an externallawyer, has established a structure whereby expert opinions can be sought from the lawyer asnecessary.
4. Coordination with the Internal Audit Division(1) The Company shall obtain the consent of the Audit Committee, or a member of the Audit Committee
designated by the Audit Committee, regarding implementation plans and formulation of the budget of the Internal
Audit Division, as well as the election and dismissal of the Head of the Internal Audit Division.
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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(2) The Audit Committee shall coordinate with the Internal Audit Division by attending meetings of the Internal
Controls Committee, hearing reports regarding the status of internal audits, and with regard to internal audits,
issuing recommendations, etc., concerning the modification of the implementation plan, additional audits,
development of remedial measures, etc.
[Summary of Implementation Status of the Structure indicated above]
The Internal Controls Committee attended by Audit Committee Members deliberates anddetermines basic matters regarding the establishment and evaluation of internal controls for the
Nomura Group’s business management structure as well as matters regarding the improvement ofcorporate behavior.
In addition, the Audit Committee is coordinating with the Internal Audit Division by, for example,
receiving reports, as necessary, directly from the Senior Managing Director in charge of internal
audits or through Audit Committee Members, regarding matters such as themaintenance/operational status of the internal control structure and the implementation status ofinternal audits.
Furthermore, Chairman of Audit Committee and full-time Audit Committee Member hold regularmeetings with the Accounting Auditor and Senior Managing Director in charge of internal audits
to share awareness of audit problems and exchange opinions, thereby enhancing Nomura Group's
audit activities.

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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知< II. Matters Concerning the Executive Officers >1. Compliance Structure(1) Thorough Compliance with the Nomura Group Code of Conduct
Executive Officers shall promote lawful management in accordance with laws, regulations and the Articles ofIncorporation, and shall swear to comply with the Nomura Group Code of Conduct. At the same time, Executive
Officers shall ensure that the permeation of the Nomura Group Code of Conduct is well known amongst Senior
Managing Directors and employees of the Company and shall ensure compliance with the said Code.
(2) Establishment and Maintenance of the Compliance Structure
Executive Officers shall strive to maintain the Nomura Group’s compliance structure through, among othermeans, the maintenance of compliance-related regulations and the installation of responsible divisions andpersons. The Company shall install Compliance Managers, etc., or other persons responsible for compliance, ineach company within the Nomura Group to take corrective action against cases regarding any conduct considered
questionable in light of social ethics or social justice and to thoroughly ensure that business activities undertakenby employees are based on a law-abiding spirit and social common sense, thereby promoting execution of duties
in accordance with laws and regulations.
(3) Compliance Hotline(a) Executive Officers shall put into place a “Compliance Hotline” as a channel through which employees can,with regard to conduct in the Nomura Group that may be questionable based on compliance with laws andregulations, etc., including matters concerning accounting or accounting audits, report such conduct directly to theperson appointed by the Board of Directors.
(b) Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content ofsuch notifications, made through the Compliance Hotline.
(4) Maintenance of Structures concerning Financial Crimes, etc.
The Nomura Group shall implement money laundering and terrorist financing countermeasures, prevent bribery,and shall not carry out any transaction with anti-social forces or groups and transactions with those subject toeconomic sanctions which are prohibited by laws, etc. in other nations Executive Officers shall maintain structuresthat are necessary for this purpose.
[Summary of Implementation Status of the Structure indicated above]
In order to ensure that all executive management and employees should act in accordance withsocial norms, Nomura Group has established and announced the "Nomura Group Code of
Conduct" in December 2019 which exemplifies the contents of the "Nomura Group Corporate
Philosophy" as guidelines for actions to be taken. Every year, the executive management andemployees of the Nomura Group pledge to observe the "Nomura Group Code of Conduct". In thisterm there was an incident that information related to the listing and delisting criteria for the upper
market under review by the Tokyo Stock Exchange was handled improperly from the viewpointof ensuring market integrity, therefore Japan’s Financial Services Agency issued a business
improvement order against Nomura Holdings and Nomura Securities for their management
control framework relating to information management. Having reflected on this incident Nomura
Group has developed an internal management system to promote appropriate actions (Conduct)and started to implement various measures to address Conduct from April 2020. The Nomura
Group also established the “Nomura Founding Principles and Corporate Ethics Day” and every
year on this day, all executive management and employees determine not to repeat any
misconduct through discussing our Nomura Founding Principles and Corporate Ethics. In thisterm, all of our executive management and employees held discussions on the appropriate actions(conduct) we must follow, and reconfirmed that we would aim to prevent misconducts fromoccurring again and further improve public trust.
Based on the "Regulations of the Organization" and the "Nomura Group Compliance Policy," wehave appointed a Chief Compliance Officer to be in charge of establishing and maintaining theeffectiveness of Nomura Group's compliance system and also appointed Compliance Officers at
each group company and in each overseas region. The Chief Compliance Officer, through giving
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instructions to Group Compliance Dept., works with the Compliance Officers at each groupcompany and overseas region to strengthen the internal control system for global businessdevelopment and to establish and maintain the compliance system at each group company.
In the event that an employee becomes aware of questionable conduct or illegal activities, wehave familiarized employees with the Nomura Group Compliance Hotline, a whistle-blowing
system which enables employees to disclose their concerns directly to the internal or external
designated persons. In the Nomura Group Compliance Hotline, there are multiple ways to disclose
information, including anonymous disclosure, and the disclosure will be treated as strictly
confidential
In order to ensure anonymity, it is possible to disclose through an external vendor system. In
addition, since it was confirmed that the Nomura Group Compliance Hotline complied with thestandards set by the Consumer Affairs Agency, the Nomura Group Compliance Hotline has beenregistered under Japan’s Consumer Affairs Agency’s “Whistleblowing Compliance Management
System (“WCMS”) since November 2019.
In order to eliminate transactions with antisocial forces, Nomura Group has set forth theprohibition of transactions with antisocial forces and organizations in the "Nomura Group Code of
Conduct" and its basic policy is to completely block any relationship with antisocial forces. The
Code of Conduct also has a basic policy of preventing money laundering and terrorist financing
with a high-level management system to prevent the inflow of criminal proceeds into the financial
and capital markets as well as the provision of funds to terrorists.
In addition, we have established the "Nomura Group Anti-Money Laundering and Combating the
Financing of Terrorism Policy" which sets forth common rules to be followed by each region andgroup company, including a customer management program, and we are working to strengthen theinternal control system throughout the Group, by keeping a close eye on international regulatory
trends.
2. Risk Management Structure(1) Executive Officers shall acknowledge the importance of identification, evaluation, monitoring andmanagement of various risks relating to the execution of the Nomura Group’s business centered on risks such as
market risk, credit risk, liquidity risk, and operational risk and ensure understanding and management of suchrisks at each company within the Nomura Group.
(2) Executive Officers shall strive to maintain a system to ensure the effectiveness of risk management in the
Nomura Group through, among other means, the maintenance of regulations concerning risk management and theinstallation of responsible divisions and persons.
(3) Executive Officers shall report the status of risk management structures within the Nomura Group to theGroup Integrated Risk Management Committee. The Group Integrated Risk Management Committee shallanalyze the risk management status of the entire Nomura Group based on the report and take appropriate measures
to establish the most suitable risk management structures for the business.
(4) Executive Officers shall maintain a structure that enables the Nomura Group to prevent or avoid crises, ensure
the safety of customers, officers and employees of the Nomura Group, protect operating assets, reduce damageand ensure early recovery from any damage by establishing basic principles of business continuity including
precautionary measures against crises, such as natural disasters or system failures, and emergency measures.
[Summary of Implementation Status of the Structure indicated above]
At the Nomura Group, the type and level of risk for the purpose of achieving strategic objectives
and business plans based on management philosophy is set forth as the Risk Appetite and the risks
attendant to the carrying on of the Nomura Group’s business are thereby ascertained and managed.
To prescribe the basic principles, framework, and governance concerning risk management, withthe purpose of contributing to securing the financial health and appropriate risk management of
the Nomura Group, the Risk Management Policy has been put in place. The unit in charge of risk
management is structured as an organization that is independent from units that execute business,
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2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知and based on the leadership of the Chief Risk Officer (“CRO”) who presides over all aspects ofrisk management, the various risks relating to business execution are identified, evaluated,monitored, and managed.
As for risks arising out of business operations, on the basis of the basic policy of restraining
within the scope of the Risk Appetite, the Executive Management Board or the Group Integrated
Risk Management Committee upon delegation by the Executive Management Board deliberates
and determines important matters relating to risk management.
In addition, the Company prescribes the basic principles of crisis management at the Nomura
Group in the Nomura Group Crisis Management Regulations. In accordance with such
regulations, each company of the Nomura Group has appointed Crisis Management Officers anddiscusses crisis management measures based on the fundamental policies of crisis management
adopted by each company. Also, by establishing the Group Crisis Management Committee, theCompany has established a global crisis management structure, which includes business
continuity measures in case of an emergency. The content of resolutions adopted by theCommittee is reported to the Executive Management Board.
3. Reporting Structure in Relation to Execution of Duties(1) Executive Officers shall report on the status of their own execution of duties not less frequently than once
every 3 (three) months. They shall also maintain a reporting structure that governs reporting with respect to
Nomura Group directors, executives, and employees.
(2) Executive Officers shall report the following matters on a regular basis to the Audit Committee directly or
through the members of the Audit Committee or the Audit Mission Director:(a) The implementation status of internal audits, internal audit results, and remediation status;(b) The maintenance and operational status of the compliance structure;(c) Risk management status;(d) The outline of quarterly financial results and material matters (including matters concerning the selection andapplication of significant accounting policies and matters concerning internal controls over financial reporting);and(e) The operational status of the Compliance Hotline and details of the reports received.
(3) In the event that an Executive Officer, Senior Managing Director, or employee is requested to report on amatter concerning the execution of such person’s duties by an Audit Committee Member designated by the Audit
Committee or the Audit Mission Director, such person shall promptly report on such matters.
(4) In the event that a Director, Executive Officer or Senior Managing Director becomes aware of a matter raised
below, an immediate report must be made to an Audit Committee member or Audit Mission Director. Moreover,in the event that the person who becomes aware of such a matter is an executive officer or senior managing
director, a report must be made simultaneously to the Executive Management Board. The Executive Management
Board will deliberate concerning such matter, and in the event that it is admitted as necessary, based on such
results, appropriate measures will be taken.
(a) Any material violation of law or regulation or other important matter concerning compliance.
(b) Any legal or financial problem that may have a material impact on the business or financial conditions of each
Nomura Group company.
(c) Any order from any regulatory authority or other facts that may potentially cause the Nomura Group to incur asignificant loss.
(5) In the event that a Nomura Group director, officer, or employee discovers a matter raised above, the Company
must maintain a structure that provides for immediate direct or indirect reporting to an Audit Committee Memberor Audit Mission Director.

45

Matters Concerning the Executive Officers

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(6) To ensure that persons making a report prescribed in the preceding paragraph 2 do not receive disadvantageous
treatment due to the making of such report, the Company must take appropriate measures.
[Summary of Implementation Status of the Structure indicated above]
Executive Officers provide reports concerning the deliberation status of the Executive
Management Board, the Group’s financial status, and the business execution status of eachdivision at each meeting of the Board of Directors. Further, Executive Officers provide reports
concerning their business execution status directly to the Audit Committee or through an Audit
Committee Member. At the same time, as for Executive Officers, Senior Managing Directors, andemployees, if an Audit Committee Member seeks a report on matters concerning the execution of
their duties, a report is presented on such matters promptly.
The Company routinely disseminates to all officers and employees of the Nomura Group the factthat a report must promptly be made to each company’s designated point of contact in the eventthat activity, such as activity that could be in violation of laws, regulations, or internal rules, isfound.
Furthermore, at the Nomura Group, in accordance with internal rules such as the Regulations on
Management of Nomura Group Compliance Hotline and the Nomura Group Code of Conduct, in
addition to prohibiting any dismissal, demotion, salary reduction, or other disadvantageous
treatment due to such a report, the fact that such disadvantageous treatment is prohibited isdisseminated to all Nomura Group officers and employees.
4. Structure for Ensuring the Effectiveness of the Execution of Duties(1) Executive Officers shall determine the Nomura Group’s management strategy and business execution, andexecute business in accordance with the management organization and allocation of business duties determined by
the Board of Directors.
(2) Executive Officers shall determine the allocation of business duties between each Senior Managing Director
and the scope of authority of each employee, and thereby ensure the effectiveness of the structure for the
execution of duties and establish a responsibility structure for the execution of duties.
(3) Of the matters whose business execution decision has been delegated to Executive Officers based on a
resolution adopted by the Board of Directors, certain important matters shall be determined through thedeliberation and determination by bodies, such as the Executive Management Board, or through documents
requesting managerial decisions.
(4) The Executive Management Board shall determine or review the necessary allocation of management
resources based on the business plan and budget application of each division and regional area to ensure theeffective management of the Nomura Group.
[Summary of Implementation Status of the Structure indicated above]
Business execution decisions within the Company, to the extent permitted by laws andregulations, are made flexibly and efficiently by Executive Officers to whom the Board of
Directors has delegated authority. In addition, to undertake the further strengthening of thebusiness execution structure with regard to the sophistication and specialization of financial
operations, Senior Managing Directors to whom Executive Officers have delegated a part of theirbusiness execution authority assume the business and operations of the field that each such Senior
Managing Director is in charge of.
Out of the matters delegated to Executive Officers by a resolution adopted by of the Board of
Directors, concerning the determination of particularly important business matters, bodies such as
the Executive Management Board, the Group Integrated Risk Management Committee, and theInternal Controls Committee have been put in place at which there are deliberations anddeterminations are made. The Board of Directors receives reports on the status of deliberationfrom each such body at least once every three months. The Executive Management Board
deliberates and determines important matters regarding the business management of the Nomura
Group, beginning with and including management strategy, budgets, and the distribution ofmanagement resources.
46

Matters Concerning the Executive Officers

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5. Structure for Retention and Maintenance of Information(1) Executive Officers shall retain the minutes of important meetings, conference minutes, documents regarding
requests for managerial decisions, contracts, documents related to finances and other material documents(including their electronic records), together with relevant materials, for at least ten years, and shall maintain
access to such documents if necessary.
(2) Executive Officers shall maintain a structure to protect the Nomura Group’s non-public information, including
its financial information, and promote fair, timely and appropriate disclosure of information to external parties,
thereby securing the trust of customers, shareholders, investors, etc.
[Summary of Implementation Status of the Structure indicated above]
All minutes of important meetings, conference minutes, internal approval requests, contracts,
documents related to finances, and other material documents (including their electronic records)
are appropriately retained in accordance with applicable laws, regulations, internal rules andrelated contracts, etc., and are maintained in a condition in which they are available for inspection
if necessary.
At the Nomura Group, for the purpose of securing the trust of persons such as clients,
shareholders, and investors, the basic policy is to comply with laws, and regulations relating totimely disclosure such as the Financial Instruments and Exchange Act and other exchange rules,
and in addition to protection of the Nomura Group’s non-public information, promotion of fair,timely, and appropriate disclosure of information to external parties. Based on the aforementioned
policy, the Company has established the Nomura Group’s Statement of Global Corporate Policy
regarding Public Disclosure of Information, and the Disclosure Committee has been set up basedon the Statement. The Committee, whose chairperson is the Senior Managing Director responsible
for Group Corporate Communications, in addition to disseminating the content of the Nomura
Group’s Statement of Global Corporate Policy to officers and employees, maintains the structure
to carry out the fair, timely, and appropriate disclosure of information by taking measures such as
establishing/implementing guidelines concerning the disclosure of information.
6. Internal Audit System(1) Executive Officers shall install a department in charge of internal audit, and by implementing an internal audit
program, shall ensure effective and adequate internal controls across the entire business of the Nomura Group.
(2) The Internal Controls Committee shall deliberate or determine basic matters concerning internal controls
within the Nomura Group, the annual plan regarding internal audit and the implementation status and results.
(3) Executive Officers shall report on the status of the internal audit within the Nomura Group and the results
thereof to the Internal Controls Committee at least once every three months.
[Summary of Implementation Status of the Structure indicated above]
To secure the validity and suitability of internal controls, the Group Internal Audit Department has
been put in place within the Company and units dedicated to internal audit have also been put inplace at each major subsidiary under the Company. These internal audit departments carry out
audits independent from business execution and carry out activities such as the provision ofadvice and recommendations for business improvement. The annual plan regarding internal audit,
as well as the implementation status and results are deliberated in or reported to the Internal
Controls Committee in which Audit Committee Members participate, and the content of theInternal Controls Committee meetings are reported to the Board of Directors.
< III. The Nomura Group’s Internal Controls System >(1) Executive Officers shall secure the appropriateness of the Nomura Group’s business by ensuring that eachcompany within the Nomura Group is fully aware of the Internal Controls System of the Company and byrequiring the maintenance of an internal controls system at each company that reflects the actual conditions ofeach company.
47

Matters Concerning the Executive Officers、The Nomura Group’s Internal Controls System

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知(2) Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by theCompany by, among other means, maintaining the structures listed in I through III above.
[Summary of Implementation Status of the Structure indicated above]
The Company, for every amendment of the internal control system, disseminates the content andmeaning of the amendment to each Nomura Group company and provides guidance to maintaininternal control systems that fit with each company’s actual conditions. In addition, the Company,
including for important subsidiaries, identifies and understands the risks related to financial
reporting, and based on such understanding, establishes and maintains internal controls overfinancial reporting. Concerning the status of such establishment and maintenance, the Company
receives an evaluation from the internal audit division and an audit and evaluation by theaccounting firm.
(Note) For stated monetary amounts and numbers of shares in this Business Report, fractions of the unit ofdisplay have been rounded to the nearest unit.
(Reference)
The Company adopted resolutions to amend the structures at Meetings of the Board of Directors held on March
30, 2020. The content of the Board of Directors resolutions concerning the post-amendment Structure for
Ensuring Appropriate Business Activities is described in “the Corporate Governance Report”(https://www.nomuraholdings.com/company/cg/data/cg_report.pdf).

48

Matters Concerning the Executive Officers、The Nomura Group’s Internal Controls System

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Consolidated Balance Sheet (As of March 31, 2020)(Millions of yen)
ASSETSCash and cash deposits: ........................................................................................................................................
Cash and cash equivalents ................................................................................................................................
Time deposits ....................................................................................................................................................
Deposits with stock exchanges and other segregated cash ...............................................................................
Loans and receivables: ..........................................................................................................................................
Loans receivable ...............................................................................................................................................
Receivables from customers .............................................................................................................................
Receivables from other than customers ............................................................................................................
Allowance for doubtful accounts ......................................................................................................................
Collateralized agreements: ....................................................................................................................................
Securities purchased under agreements to resell ..............................................................................................
Securities borrowed ..........................................................................................................................................
Trading assets and private equity and debt investments: ........................................................................................
Trading assets ....................................................................................................................................................
Private equity and debt investments ................................................................................................................
Other assets: ..........................................................................................................................................................
Office buildings, land, equipment and facilities .................................................................................................
(net of accumulated depreciation and amortization of 397,114 million yen)
Non-trading debt securities ...............................................................................................................................
Investments in equity securities ........................................................................................................................
Investments in and advances to affiliated companies .......................................................................................
Other .................................................................................................................................................................
Total assets ............................................................................................................................................................
LIABILITIESShort-term borrowings ..........................................................................................................................................
Payables and deposits: ..........................................................................................................................................
Payables to customers .......................................................................................................................................
Payables to other than customers ......................................................................................................................
Deposits received at banks ................................................................................................................................
Collateralized financing: .......................................................................................................................................
Securities sold under agreements to repurchase ...............................................................................................
Securities loaned ...............................................................................................................................................
Other secured borrowings .................................................................................................................................
Trading liabilities ..................................................................................................................................................
Other liabilities ......................................................................................................................................................
Long-term borrowings ..........................................................................................................................................
Total liabilities ......................................................................................................................................................
Commitments and contingencies
EQUITY
Common stock ......................................................................................................................................................
Authorized– 6,000,000,000 shares
Issued– 3,493,562,601 shares
Outstanding– 3,038,587,493 shares
Additional paid-in capital .....................................................................................................................................
Retained earnings ..................................................................................................................................................
Accumulated other comprehensive income ..........................................................................................................
Common stock held in treasury, at cost – 454,975,108 shares .............................................................................
Total Nomura Holdings, Inc. shareholders’ equity ..............................................................................................
Noncontrolling interests ........................................................................................................................................
Total equity ...........................................................................................................................................................
Total liabilities and equity ....................................................................................................................................

49

Consolidated Balance Sheet

3,874,948
3,191,889
309,373373,686
5,116,913
2,857,405
541,284
1,731,236(13,012)
15,907,112
12,377,315
3,529,797
16,898,100
16,853,822
44,2782,202,742
440,512455,392
112,175
367,641
827,022
43,999,815
1,486,733
4,397,082
1,467,434
1,653,495
1,276,153
18,028,339
16,349,182
961,446
717,7118,546,284
1,034,448
7,775,665
41,268,551

594,493683,232
1,645,451(26,105)(243,604)
2,653,467
77,7972,731,264
43,999,815

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Consolidated Statement of Income (April 1, 2019 — March 31, 2020)(Millions of yen)
Commissions .........................................................................................................................................................
Fees from investment banking ..............................................................................................................................
Asset management and portfolio service fees .......................................................................................................
Net gain on trading ................................................................................................................................................
Gain (loss) on private equity and debt investments ............................................................................................
Interest and dividends ...........................................................................................................................................
Gain (loss) on investments in equity securities ...................................................................................................
Other .....................................................................................................................................................................

308,805
103,222238,202356,609(93)
794,472(14,726)
165,991

Total revenue ....................................................................................................................................................

1,952,482

Interest expense .....................................................................................................................................................

664,653

Net revenue .......................................................................................................................................................

1,287,829

Compensation and benefits ...................................................................................................................................
Commissions and floor brokerage .........................................................................................................................
Information processing and communications .......................................................................................................
Occupancy and related depreciation .....................................................................................................................
Business development expenses ...........................................................................................................................
Other .....................................................................................................................................................................

479,420
106,123
170,317
72,98631,885
178,837

Non-interest expenses .......................................................................................................................................

1,039,568

Income before income taxes ..................................................................................................................................

248,261
28,894

Income tax expense ...............................................................................................................................................
Net income ............................................................................................................................................................
Less: Net income attributable to noncontrolling interests .....................................................................................

219,367
2,369

Net income attributable to Nomura Holdings, Inc. shareholders ...........................................................................

216,998

50

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

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Consolidated Statement of Changes in Equity (April 1, 2019 — March 31, 2020)(Millions of yen)
Common Stock
Balance at beginning of year .........................................................................................................................
Balance at end of year ..................................................................................................................................
Additional paid-in capital
Balance at beginning of year .........................................................................................................................
Stock-based compensation awards ...............................................................................................................
Changes in ownership interests in subsidiaries
Balance at end of year ..................................................................................................................................
Retained earnings
Balance at beginning of year .........................................................................................................................
Cumulative effect of change in accounting principle(1) ................................................................................
Net income attributable to Nomura Holdings, Inc.’s shareholders ................................................................
Cash dividends ..............................................................................................................................................
Gain (loss) on sales of treasury stock ...........................................................................................................
Balance at end of year ..................................................................................................................................
Accumulated other comprehensive income (loss)
Cumulative translation adjustments
Balance at beginning of year .........................................................................................................................
Net change during the year ...........................................................................................................................
Balance at end of year ..................................................................................................................................
Defined benefit pension plans
Balance at beginning of year .........................................................................................................................
Pension liability adjustments .......................................................................................................................
Balance at end of year ..................................................................................................................................
Own credit adjustments
Balance at beginning of year .........................................................................................................................
Own credit adjustments.................................................................................................................................
Balance at end of year ...................................................................................................................................
Balance at end of year ..................................................................................................................................
Common stock held in treasury
Balance at beginning of year .........................................................................................................................
Repurchases of common stock ......................................................................................................................
Sale of common stock ..................................................................................................................................
Common stock issued to employees .............................................................................................................
Balance at end of year ..................................................................................................................................
Total NHI shareholders’ equity
Balance at end of year ..................................................................................................................................
Noncontrolling Interests
Balance at beginning of year .........................................................................................................................
Cash dividends ..............................................................................................................................................
Net income attributable to noncontrolling interests ......................................................................................
Accumulated other comprehensive income (loss) attributable to noncontrolling interests
Cumulative translation adjustments ..........................................................................................................
Purchase/sale (disposition) of subsidiary shares, etc., net ............................................................................
Other net change in noncontrolling interests .................................................................................................
Balance at end of year ...................................................................................................................................
Total equity balance at end of year .......................................................................................................................
(1) Represents the adjustment to initially apply Accounting Standards Update 2016-02, “Leases.”

51

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

594,493594,493687,761(4,326)(203)
683,232
1,486,825
5,592
216,998(63,670)(294)
1,645,451

17,833(44,107)(26,274)(71,107)
8,536(62,571)
24,22438,51662,740(26,105)(108,968)(150,009)
0
15,373(243,604)
2,653,467
49,732(1,483)
2,369(302)
18,2649,217
77,7972,731,264

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知[Translation]
Independent Auditor’s Report
May 21, 2020
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo office, Japan
Hiroki Matsumura
Designated Engagement Partner
Certified Public Accountant
Hisashi Yuhara
Designated Engagement Partner
Certified Public Accountant
Toru Nakagiri
Designated Engagement Partner
Certified Public Accountant
Kenjiro Tsumura
Designated Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in equity, and notes to the consolidated financial statements of Nomura
Holdings, Inc. (the “Company”) applicable to the fiscal year from April 1, 2019 to March 31, 2020.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position and results of operations of the Group, which consisted of the Company and its
consolidated subsidiaries, applicable to the fiscal year ended March 31, 2020, in accordance with accounting
principles generally accepted in the United States of America with certain disclosure items omitted pursuant to thesame provisions in the second sentence of Article 120, section 1 of the Ordinance on Accounting of Companies,
as applied to Article 120-3, section 3.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Audit Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with accounting principles generally accepted in the United States of America with certain disclosure
items omitted pursuant to the same provisions in the second sentence of Article 120, section 1 of the Ordinance on
Accounting of Companies, as applied to Article 120-3, section 3, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability tocontinue as a going concern and disclosing, as required by accounting principles generally accepted in the UnitedStates of America with certain disclosure items omitted pursuant to the same provisions in the second sentence ofArticle 120, section 1 of the Ordinance on Accounting of Companies, as applied to Article 120-3, section 3,
matters related to going concern.
Audit Committee are responsible for overseeing the Group’s financial reporting process.
52

Report of Independent Auditors

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
In making those risk assessments, we consider internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the purpose of the audit of the consolidated financial
statements is not expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation in accordance with accounting principles generally accepted in the
United States of America with certain disclosure items omitted pursuant to the same provisions in the second
sentence of Article 120, section 1 of the Ordinance on Accounting of Companies, as applied to Article 120-3,
section 3.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with Audit Committee regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide Audit Committee with a statement that we have complied with the ethical requirements regarding
independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Conflicts of Interest
We have no interest in the Company and its consolidated subsidiaries which should be disclosed in accordancewith the Certified Public Accountants Act.
(Note)
This is an English translation of the Japanese language Independent Auditor’s Report issued by Ernst & Young
ShinNihon LLC in connection with the audit of the consolidated financial statements of the Company, prepared inJapanese, for the year ended March 31, 2020. Ernst & Young ShinNihon LLC have not audited the English
language version of the financial statements for the above-mentioned year.

53

Report of Independent Auditors

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Report of the Audit Committee on the Consolidated Financial Statements
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The Audit Committee of Nomura Holdings, Inc. (the “Company”) has audited the Company’s consolidated financial
statements (the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes
in equity and the notes to the consolidated financial statements) applicable to the 116th fiscal year (from April 1, 2019
to March 31, 2020). We hereby report the method, contents and results of the audit as follows:
1. METHOD AND DETAILS OF THE AUDITIn accordance with the auditing principles and assignment of duties, etc. determined by the Audit Committee, theAudit Committee received reports from the Executive Officers, etc. of the Company regarding to the consolidated
financial statements, and asked for the explanations as necessary. In addition, we have monitored and verified whether
the Accounting Auditor maintained its independent position and implemented appropriate audit, and we received
reports from Accounting Auditor regarding the status of the performance of its duties and, whenever necessary, asked
for explanations. Furthermore, we have been notified by the Accounting Auditor that the “Structure for Ensuring
Appropriate Operation” (matters set forth in each items prescribed in Article 131 of the Ordinance for Company
Calculation) is organized in accordance with the “Quality Control Standards for Audits” (Business Accounting Council,
October 28, 2005), etc., and when necessary, asked for explanations.
Based on the above methods, we have examined the consolidated financial statements for this fiscal year.
2. RESULT OF THE AUDIT

We acknowledge that both the method and result of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.

May 21, 2020

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Mari Sono, Member of the Audit Committee
Hisato Miyashita, Member of the Audit Committee

Note: Messrs. Noriaki Shimazaki and Mari Sono are Outside Directors as provided for in Article 2, Item 15 andArticle 400, Paragraph 3 of the Companies Act.

54

Report of the Audit Committee on the Consolidated Financial Statements

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Balance Sheet (As of March 31, 2020)(Millions of yen)
ASSETS
Current Assets: ......................................................................................................................................................
Cash and time deposits ..................................................................................................................................
Money held in trust .......................................................................................................................................
Short-term loans receivable ..........................................................................................................................
Accounts receivable ......................................................................................................................................
Others ............................................................................................................................................................
Fixed Assets: .........................................................................................................................................................
Tangible fixed assets: ........................................................................................................................................
Buildings .......................................................................................................................................................
Furniture & fixtures ......................................................................................................................................
Land ..............................................................................................................................................................
Construction in progress ...............................................................................................................................
Intangible assets: ...............................................................................................................................................
Software ........................................................................................................................................................
Others ............................................................................................................................................................
Investments and others: .....................................................................................................................................
Investment securities .....................................................................................................................................
Investments in subsidiaries and affiliates (at cost) .......................................................................................
Other securities of subsidiaries and affiliates ...............................................................................................
Long-term loans receivable from subsidiaries and affiliates ........................................................................
Long-term guarantee deposits .......................................................................................................................
Deferred tax assets ........................................................................................................................................
Others ............................................................................................................................................................
Allowance for doubtful accounts ..................................................................................................................

Total assets ............................................................................................................................................................
LIABILITIESCurrent Liabilities: ................................................................................................................................................
Short-term borrowings ......................................................................................................................................
Bond due within one year .................................................................................................................................
Collaterals received ...........................................................................................................................................
Accrued income taxes .......................................................................................................................................
Accrued bonuses ...............................................................................................................................................
Others ................................................................................................................................................................
Long-term Liabilities: ...........................................................................................................................................
Bonds payable ...................................................................................................................................................
Long-term borrowings ......................................................................................................................................
Others ................................................................................................................................................................
Total liabilities ......................................................................................................................................................
NET ASSETS
Shareholders’ equity: ..........................................................................................................................................
Common stock ..................................................................................................................................................
Additional paid-in capital: ................................................................................................................................
Capital reserves .............................................................................................................................................
Retained earnings: .............................................................................................................................................
Retained earnings reserve .............................................................................................................................
Other retained earnings .................................................................................................................................
Retained earnings carried forward ............................................................................................................
Treasury stock .................................................................................................................................................
Valuation and translation adjustments: .................................................................................................................
Net unrealized gain on investments ..................................................................................................................
Deferred gains or loss on hedges ......................................................................................................................
Stock acquisition rights .........................................................................................................................................
Total net assets ......................................................................................................................................................
Total liabilities and net assets ...............................................................................................................................

55

Balance Sheet,Statement of Income

4,021,494
250,71042
3,683,399
35,96351,3803,514,463
21,3098,375
11,322
210
1,402
75,73075,73003,417,424
102,441
2,472,519
38,584
721,690
27,2707,014
47,928(23)

7,535,957
2,264,886
1,940,326
150,700
70,628532
29,13973,562
2,672,511
885,545
1,785,286
1,679
4,937,396
2,533,587
594,493559,676
559,676
1,622,825
81,858
1,540,967
1,540,967(243,407)
50,30633,92016,386
14,6682,598,561
7,535,957

2020/05/26 10:25:48 / 20635858_野村ホールディングス株式会社_招集通知Statement of Income (April 1, 2019 — March 31, 2020)(Millions of yen)
Operating revenue .................................................................................................................................................
Property and equipment fee revenue .................................................................................................................
Rent revenue .....................................................................................................................................................
Royalty on trademark ........................................................................................................................................
Dividend from subsidiaries and affiliates .........................................................................................................
Interest income from loans to subsidiaries and affiliates ..................................................................................
Others ................................................................................................................................................................

348,003
101,951
32,03335,574
114,747
50,894
12,803Operating expenses ...............................................................................................................................................
Compensation and benefits ...............................................................................................................................
Occupancy and equipment costs .......................................................................................................................
Data processing and office supplies ..................................................................................................................
Depreciation and amortization ..........................................................................................................................
Taxes .................................................................................................................................................................
Others ................................................................................................................................................................
Interest expenses ...............................................................................................................................................

236,496
25,80939,69759,61736,5192,684
5,979
66,191

Operating income ..................................................................................................................................................

111,507

Non-operating income ..........................................................................................................................................
Non-operating expenses ........................................................................................................................................

13,0014,850

Ordinary income ...................................................................................................................................................

119,658

Extraordinary income ............................................................................................................................................
Gain on liquidation of subsidiaries and affiliates .............................................................................................
Gain on sales of subsidiaries and affiliates ....................................................................................................
Gain on sales of investment securities ..............................................................................................................
Gain on sales of fixed assets ............................................................................................................................
Gain on reversal of subscription rights to shares ..............................................................................................
Reversal of provision for loss on business of subsidiaries and associates ........................................................
Extraordinary losses ..............................................................................................................................................
Loss on sales of investment securities ..............................................................................................................
Loss on devaluation of investment securities ....................................................................................................
Loss on sales of stocks of subsidiaries and affiliates ..............................................................................
Loss on devaluation of stocks of subsidiaries and affiliates ..............................................................................
Loss on sales and retirement of fixed assets ......................................................................................................

173,592
1,932
151,462
6,806
9,480
220
3,693
6,333
205
3,339
727
1,170
892

Income before income taxes .................................................................................................................................

286,917

Income taxes - current ...........................................................................................................................................

2,738

Income taxes - deferred .........................................................................................................................................

2,968

Net income ....................................................................................................................................................

56

Balance Sheet,Statement of Income

281,212

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Shareholders’ Equity
Common stock
Balance at beginning of the year ...................................................................................................................

594,493

Balance at end of the year .............................................................................................................................

594,493

Additional paid-in capital
Capital reserve
Balance at beginning of the year ...............................................................................................................
Balance at end of the year .........................................................................................................................
Total capital reserve559,676
559,676

Balance at beginning of the year ...............................................................................................................

559,676

Balance at end of the year .........................................................................................................................

559,676

Retained earnings
Retained earnings reserve
Balance at beginning of the year ...................................................................................................................
Balance at end of the year .............................................................................................................................
Other retained earnings
Retained earnings carried forward
Balance at beginning of the year ...............................................................................................................
Change in the year
Cash dividends ......................................................................................................................................
Net Income ............................................................................................................................................
Disposal of treasury stock ....................................................................................................................
Total change in the year ........................................................................................................................
Balance at end of the year .........................................................................................................................
Total retained earnings
Balance at beginning of the year ...............................................................................................................
Change in the year
Cash dividends ......................................................................................................................................
Net Income ............................................................................................................................................
Disposal of treasury stock ....................................................................................................................

81,85881,8581,318,632(58,416)
281,212(461)
222,335
1,540,967
1,400,490

Total change in the year ........................................................................................................................

(58,416)
281,212(461)
222,335

Balance at end of the year .........................................................................................................................

1,622,825

Treasury stock
Balance at beginning of the year ...............................................................................................................
Change in the year
Purchases of treasury stock ...................................................................................................................
Disposal of treasury stock ....................................................................................................................

(108,771)

Total change in the year ........................................................................................................................

(150,009)
15,373(134,636)

Balance at end of the year .........................................................................................................................

(243,407)

57

Statement of Changes in Net Assets

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Total shareholders’ equity
Balance at beginning of the year ...............................................................................................................
Change in the year
Cash dividends ......................................................................................................................................
Net Income .................................................................................................................................
Purchases of treasury stock ...............................................................................................................
Disposal of treasury stock ....................................................................................................................

2,445,888

Total change in the year ........................................................................................................................

(58,416)
281,212(150,009)
14,91387,699Balance at end of the year .........................................................................................................................

2,533,587

Valuation and translation adjustments
Net unrealized gain on investments
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................
Balance at end of the year .............................................................................................................................
Deferred gains or loss on hedges
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................
Balance at end of the year .............................................................................................................................
Total valuation and translation adjustments
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................

44,929(11,010)(11,010)33,9203,107
13,27913,27916,38648,036

Total change in the year ............................................................................................................................

2,270
2,270

Balance at end of the year .............................................................................................................................

50,306

Stock acquisition rights
Balance at beginning of the year .......................................................................................................................
Change in the year
Other-net .......................................................................................................................................................

22,997

Total change in the year ................................................................................................................................

(8,328)(8,328)

Balance at end of the year .................................................................................................................................

14,668

Total net assets
Balance at beginning of the year .......................................................................................................................
Change in the year
Cash dividends ..............................................................................................................................................
Net Income ....................................................................................................................................................
Purchases of treasury stock ...........................................................................................................................
Disposal of treasury stock .............................................................................................................................
Other-net .......................................................................................................................................................

2,516,921

Total change in the year ................................................................................................................................

(58,416)
281,212(150,009)
14,913(6,059)81,640

Balance at end of the year .................................................................................................................................

2,598,561

58

Statement of Changes in Net Assets

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Independent Auditor’s Report
May 21, 2020
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo office, Japan
Hiroki Matsumura
Designated Engagement Partner
Certified Public Accountant
Hisashi Yuhara
Designated Engagement Partner
Certified Public Accountant
Toru Nakagiri
Designated Engagement Partner
Certified Public Accountant
Kenjiro Tsumura
Designated Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net
assets, the notes to the financial statements and the related supplementary schedules of Nomura Holdings, Inc. (the“Company”) applicable to the 116th fiscal year from April 1, 2019 to March 31, 2020.
In our opinion, the accompanying financial statements and the related supplementary schedules referred above
present fairly, in all material respects, the financial position and results of operations of the Company applicable tothe fiscal year ended March 31, 2020, in accordance 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 those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the ethical requirementsthat are relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Audit Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordancewith accounting principles generally accepted in Japan, and for such internal control as management determines isnecessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue
as a going concern and disclosing, as required by accounting principles generally accepted in Japan, mattersrelated to going concern.
Audit Committee are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
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 economic decisions of users taken on the basis of these financial
statements.
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Report of Independent Auditors

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As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
In making those risk assessments, we consider internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the purpose of the audit of the financial statements
is not expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation in accordance with accounting principles generally accepted in Japan.
We communicate with Audit Committee regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide Audit Committee with a statement that we have complied with the ethical requirements regarding
independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Conflicts of Interest
We have no interest in the Company which should be disclosed in accordance with the Certified Public
Accountants Act.
(Note)
This is an English translation of the Japanese language Independent Auditor’s Report issued by Ernst & Young
ShinNihon LLC in connection with the audit of the financial statements of the Company, prepared in Japanese, forthe year ended March 31, 2020. Ernst & Young ShinNihon LLC have not audited the English language version of
the financial statements for the above-mentioned year.

60

Report of Independent Auditors

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Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Nomura Holdings, Inc. (the “Company”) audited the execution by the Directors andExecutive Officers of the Company of their duties during the 116th fiscal year (from April 1, 2019 to March 31, 2020).
We hereby report the method, contents and results of the audit as follows:
1.

METHOD AND DETAILS OF THE AUDIT

Based on the auditing principles and assignment of duties, etc. determined by the Audit Committee, with thecooperation of the Company’s departments in charge of internal control, etc. the Audit Committee has investigated theprocedure and details of the decision making at the important meetings, etc., reviewed important authorized documents
and other material documents regarding to the business execution, investigated the performance of the duties by the
Directors, Executive Officers, Senior Managing Directors and other significant employees, etc., and investigated theconditions of the businesses and assets of the Company.
With respect to the resolution of the Board of Directors regarding the internal control system as stipulated in Article
416, Paragraph 1, Items 1(ii) and (v) of the Companies Act and the internal control system maintained based on such
resolution, we received reports from the Directors, Executive Officers, Senior Managing Directors and significant
employees, etc. periodically, and asked for explanations as necessary and provided our opinion. In relation to internal
control over financial reporting required under the Financial Instruments and Exchange Act, we have received reports
from the Executive Officers, etc. and Ernst & Young ShinNihon LLC regarding the assessment of such internal controls
and status of the audit, and asked for explanations as necessary.
With respect to subsidiaries, we have communicated and exchanged information with the subsidiaries’ Directors,
Senior Managing Directors, members of the Audit Committee and statutory auditors, etc. and when necessary,requested the subsidiaries to report on their business.
Furthermore, we have monitored and verified whether the Accounting Auditor maintained its independent position
and implemented appropriate audit, and received reports from the Accounting Auditor regarding the status of theperformance of its duties and, whenever necessary, asked for explanations. In addition, we have been notified from the
Accounting Auditor that “Structure for Ensuring Appropriate Operation” (matters set forth in each items prescribed in
Article 131 of the Ordinance for Company Calculation) is organized in accordance with the “Quality Control Standards
for Audits” (Business Accounting Council, October 28, 2005), etc. and when necessary, asked for explanations.
Based on the above methods, we have examined the business report and its supplementary schedules, financial
statements (balance sheet, statement of income, statement of changes in net assets and notes to the financial statements)
and its supplementary schedules for this fiscal year.
2.

RESULT OF THE AUDIT(1)

Result of the audit
1. We have found that business report and its supplementary schedules fairly present the status of the Company,in conformity with the applicable laws and regulations and the Articles of Incorporation.
2. In relation to the performance of the duties by the Directors and the Executive Officers, we have found no
misconduct or material facts that violate applicable laws and regulations or the Articles of Incorporation.
3. We have found that the content of the resolution of the Board of Directors regarding the internal control
system is adequate. Moreover, we have no remarks to point out on the content of the business report and on
the execution of the duties by the Directors and the Executive Officers regarding the status of theestablishment and the maintenance of the internal control system based on such resolution, including internal
control over financial reporting required under the Financial Instruments and Exchange Act.

(2) Result of the audit of Financial Statements and Supplementary Schedules
We acknowledge that both the method and result of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.

61

Report of the Audit Committee

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May 21, 2020

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Mari Sono, Member of the Audit Committee
Hisato Miyashita, Member of the Audit Committee

Note: Messrs. Noriaki Shimazaki and Mari Sono are Outside Directors as provided for in Article 2, Item 15 andArticle 400, Paragraph 3 of the Companies Act.

62

Report of the Audit Committee

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Shareholder Notes

Fiscal Year…………………………………………………

Annual General Meeting of the Shareholders……………

April 1 to March 31

Held in June

<Special Note Regarding Forward-Looking Statements>
This report contains forward-looking statements that are based on our current expectations, assumptions, estimatesand projections about our business, our industry and capital markets around the world. These forward-looking
statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”,“plan” or similar words. These statements discuss future expectations, identify strategies, contain projections of
our results of operations or financial condition, or state other forward-looking information. Known and unknown
risks, uncertainties and other factors may cause our actual results, performance, achievements or financial position
expressed or implied by any forward-looking statement in this report.

63

Shareholder Notes

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This document is a translation of the Japanese language original prepared solely for convenience of reference. In
the event of any discrepancy between this translated document and the Japanese language original, the Japanese
language original shall prevail.

Matters available on the website in relation to the Notice of Convocation of the 116th Annual General
Meeting of Shareholders(1) Notes to the Consolidated Financial Statements(2) Notes to the Financial Statements
The above information is made available on Nomura Holdings, Inc. (the “Company”)’s website athttps://www.nomuraholdings.com/investor/shm/ pursuant to relevant laws and Article 25 of the Company’s
Articles of Incorporation.
Nomura Holdings, Inc.

1

Cover

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Notes to the Consolidated Financial Statements[Significant Basis of Presentation of Consolidated Financial Statements]
1. Basis of presentation
Nomura Holdings, Inc. (“the Company”)’s consolidated financial statements are prepared in accordancewith accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to
Article 120-3, Paragraph 1 of the Ordinance for Company Calculation (Ministry of Justice Ordinance No. 13
of 2006). However, certain disclosures required under U.S. GAAP are omitted pursuant to Article 120-3,
Paragraph 3 and the latter part of Article 120, Paragraph 1 of the Ordinance for Company Calculation.
2. Scope of consolidation and equity method application
The consolidated financial statements include the accounts of the Company and other entities in which it
has a controlling financial interest (collectively referred to as “Nomura”). Generally, the ownership of amajority of the voting interest meets the majority of financial control condition, and Nomura, therefore,
consolidates its wholly-owned and majority-owned subsidiaries. In accordance with Accounting Standard
Codification (“ASC”) 810 “Consolidation”, Nomura also consolidates any variable interest entities for which
Nomura is a primary beneficiary.
Equity investments in entities in which Nomura has significant influence over operating and financial
decisions (generally defined as 20 to 50 percent of the voting rights of a corporate entity, or at least 3 percent
of a limited partnership and similar entities) are accounted for under the equity method of accounting and arereported in Other Assets – Investments in and advances to affiliated companies. Nomura does not apply theequity method of accounting for the equity investments that Nomura elected the fair value option under ASC
825 “Financial Instruments” and they are carried at fair value and are reported in Trading assets, Private
equity and debt investments, or Other. Nomura elected to apply the fair value option to its investments in
American Century Companies, Inc. representing economic interest of 39.2%, and reports the investments andassociated unrealized gains and losses within Other assets – Other and Revenue – Other, respectively.
Also, investment companies within the scope of ASC 946 “Financial Services – Investment Companies”
carry all of their investments at fair value, with changes in fair value recognized through earnings, rather thanapply the equity method of accounting or consolidation. Equity and debt investments held by Nomura’s
investment company subsidiaries are reported within Private equity and debt investments.
[Significant Accounting Policies]
3. Basis and methods of valuation for securities, derivatives and others(1)Trading assets and trading liabilities
Trading assets and trading liabilities, including contractual commitments arising pursuant to derivativetransactions, are recorded on the consolidated balance sheet on a trade date basis at fair value. The related
gains and losses are recognized currently in income.
(2)Private equity and debt investments
Private equity and debt investments are carried at fair value. Corresponding changes in the fair value ofthese investments are recognized currently in income.
(3)Investments in equity securities
Investments in equity securities consist of marketable and non-marketable equity securities that havebeen acquired for operating or other than operating purposes. Investments in equity securities for operating
purposes and investments in equity securities for other than operating purposes are included in the otherassets section of the consolidated balance sheet in Other assets – Investments in equity securities andOther assets – Other, respectively.
Investments in equity securities for operating purposes and for other than operating purposes held by
non-trading subsidiaries are recorded at fair value and unrealized gains and losses are recognized currently
in income.

2[Significant Basis of Presentation of Consolidated Financial Statements]、[Significant Accounting Policies]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知(4)Non trading debt securities
Non-trading debt securities mainly consist of debt securities held by non-trading subsidiaries. Nontrading debt securities held by non-trading subsidiaries are carried at fair value and unrealized gains andlosses are recognized currently in income.
4. Depreciation and amortization
Depreciation for tangible assets is generally computed by the straight-line method over the estimateduseful lives of assets according to general class, type of construction and use. Software is generally amortizedby the straight-line method over its estimated useful life. Intangible assets with finite lives are amortized by
the straight-line method over the estimated useful lives.
5. Long-lived assets
ASC 360 “Property, Plant, and Equipment” (“ASC 360”) provides guidance on the financial accounting
and reporting for the impairment or disposal of long-lived assets.
In accordance with ASC 360, long-lived assets, excluding goodwill and indefinite-lived intangible assets,are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If the estimated future undiscounted cash flow is less than the carrying amount of theassets, a loss would be recognized to the extent the carrying value exceeded its fair value.
6. Goodwill and intangible assets
In accordance with ASC 350 “Intangibles–Goodwill and Other”, goodwill and intangible assets not
subject to amortization are reviewed annually, or more frequently in certain circumstances, for impairment.

3[Significant Basis of Presentation of Consolidated Financial Statements]、[Significant Accounting Policies]

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7. Basis of allowances(1)Allowance for loan losses
Management establishes an allowance for loan losses against these loans not carried at fair value whichreflects management’s best estimate of probable losses incurred. The allowance for loan losses comprises a
specific component for loans which have been individually evaluated for impairment and a generalcomponent for loans which, while not individually evaluated for impairment, have been collectively
estimated for impairment based on historical loss experience.
The specific component of the allowance for loan losses reflects probable losses incurred within loans
which have been individually evaluated for impairment. Factors considered by management in determining
impairment include an assessment of the ability of borrowers to pay by considering various factors such as
the nature of the loan, prior loan loss experience, current economic conditions, current financial situationof the borrower and the fair value of any underlying collateral. The allowance is measured on a loan byloan basis by adjusting the carrying value of the impaired loan to either the present value of expected
future cash flows discounted as the loan’s effective interest rate, the loan’s obtainable market price, or thefair value of the collateral if the loan is collateral dependent.
The general component of the allowance for loan losses is for loans not individually evaluated for
impairment and includes judgment about collectability based on available information at the balance sheet
date, and the uncertainties inherent in those underlying assumptions. The allowance is measured taking into
consideration historical loss experience adjusted for qualitative factors such as current economic conditions.
(2)Accrued pension and severance costs
In accordance with ASC 715 “Compensation–Retirement Benefits”, the funded status of the defined
benefit postretirement plan, which is measured as the difference between the fair value of the plan assets
and the projected benefit obligation, is recognized to prepare for the employees’ retirement and severance
benefits.
The unrecognized prior service cost is amortized on a straight-line basis over the average remaining
service period of active participants.
Actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation or the fairvalue of plan assets are amortized on a straight-line basis over the average remaining service period of
active participants.
8. Hedging activities and derivatives used for non-trading purposes
Nomura’s principal objectives in using derivatives for purposes other than trading are managing market
risk of certain non-trading liabilities such as issued debt instruments and foreign exchange risk of certain net
investments in foreign operations.
These derivative contracts are linked to specific assets or liabilities and are designated as hedges as they
are effective in reducing the risk associated with the exposure being hedged and are highly correlated withchanges in the fair value or the foreign exchange of the underlying hedged items. Nomura applies fair value
or net investment hedge accounting to these hedging transactions. The relating unrealized profits and losses
are recognized together with those of the hedged assets and liabilities as Interest expense or reported within
Change in cumulative translation adjustments.
Further, derivatives are also utilized for non-trading purposes to manage equity price risk arising fromcertain stock-based compensation awards granted to employees and others. Additionally, certain trading
liabilities are held to manage the price risk of investments in equity securities held for operating purposes.
9. Foreign currency translation
All assets and liabilities of subsidiaries which have a functional currency other than Japanese yen aretranslated into Japanese yen at exchange rates in effect at the balance sheet date; all revenue and expenses aretranslated at the average exchange rates for the respective fiscal years and the resulting translation
adjustments are accumulated and reported as Accumulated other comprehensive income (loss). Foreign
currency assets and liabilities are translated at exchange rates in effect at the balance sheet date and theresulting translation gains or losses are credited or charged to income for the respective fiscal years.
10. The Company and its wholly-owned domestic subsidiaries adopt the consolidated tax return system.
4[Significant Accounting Policies]

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11. Accounting changes
The following table presents a summary of new accounting pronouncements relevant to Nomura whichhave been adopted during the year ended March 31, 2020:

Pronouncement
Accounting
Statndards Update(“ASU”) 2016-02,“Leases”(1)Summary of new guidance• Replaces ASC 840 “Leases”, the current
guidance on lease accounting, and revised thedefinition of a lease.
• Requires all lessees to recognize a right ofuse asset and corresponding lease liability on
balance sheet.
• Lessor accounting is largely unchanged fromcurrent guidance.
• Simplifies the accounting for sale leaseback
and “build-to-suit” leases.
• Requires extensive new qualitative andquantitative footnote disclosures on leasearrangements.

Actualadoption dateand method of
adoption
Modified
retrospective
adoption from
April 1, 2019.
(2)

Effect on these
consolidated
statements¥169,277
millionincrease in
Other Asset—
Officebuildings,
land,
equipment,
and facilities,and ¥163,685
millionincrease in
Otherliabilities as aresult ofrecognizing
operatingleases on the
consolidatedbalance sheet
as of April 1,
2019. ¥5,592
millionincrease in
Retainedearnings as ofApril 1, 2019
mainly due tochanges incertain leaseclassifications.

(1) As subsequently amended by ASU 2018-01 “Land Easement Practical Expedient for Transition to Topic 842”,
ASU 2018-10 “Codification Improvements to Topic 842, Leases”, ASU 2018-11 “Leases (Topic 842): Targeted
Improvements”, ASU 2018-20 “Leases (Topic 842): NarrowScope Improvements for Lessors”, and ASU 2019-01“Leases (Topic 842): Codification Improvements.”(2) Nomura used certain practical expedients permitted by ASC 842 “Leases” including adopting the newrequirements through a cumulative-effect adjustment to retained earnings on adoption date.

5[Significant Accounting Policies]

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12. Assets pledged
Pledged securities that can be sold or re-pledged by the secured party, including Gensaki Repo
transactions, reported mainly within Trading assets and Private equity and debt investments.
5,332,640 million yen
Nomura owned securities and loans receivable, which have been pledged as collateral, primarily to stock
exchanges and clearing organizations, without allowing the secured party the right to sell or re-pledge them.
4,224,504 million yen
Nomura owned securities and loans receivable, which have been pledged to collateralize borrowing
transactions, and pledged for other purposes. (1) (2)1,603,894 million yen(1) The asset balances, which have been pledged as collateral for secured loans from special purpose
entities and for transfer dealings in which the control over the asset is not relinquished, are included.
(2) In addition, Nomura re-pledged ¥440,238 million of securities received as collateral and securities
borrowed.
13. Securitizations
Nomura utilizes special purpose entities (“SPEs”) to securitize commercial and residential mortgage loans,government agency and corporate bonds and other types of financial assets. Those SPEs are incorporated as
stock companies, Tokumei kumiai (silent partnerships), Cayman special purpose companies (“SPCs”) or trust
accounts. Nomura’s involvement with SPEs includes structuring SPEs, underwriting, distributing and sellingdebt instruments and beneficial interests issued by SPEs to investors. Nomura accounts for the transfer offinancial assets in accordance with ASC 860 “Transfers and Servicing” (“ASC 860”). This statement requiresthat Nomura accounts for the transfer of financial assets as a sale when Nomura relinquishes control over theassets. ASC 860 deems control to be relinquished when the following conditions are met: (a) the assets havebeen isolated from the transferor (even in bankruptcy or other receivership), (b) the transferee has the right topledge or exchange the assets received, or if the transferee is an entity whose sole purpose is to engage insecuritization or asset-backed financing activities, and that entity is constrained from pledging or exchanging
the assets it receives, the holders of its beneficial interests have the right to pledge or exchange the beneficial
interests, and (c) the transferor has not maintained effective control over the transferred assets. Nomura may
retain an interest in the financial assets, including residual interests in the SPEs. Any such interests areaccounted for at fair value and reported within Trading assets in Nomura’s consolidated balance sheet, withthe change in fair value reported within Revenue-net gain (loss) on trading. Fair value for retained interests insecuritized financial assets is determined by using observable prices; or in cases where observable prices are
not available for certain retained interests, Nomura estimates fair value based on the present value of expected
future cash flows using its best estimates of the key assumptions, including forecasted credit losses,
prepayment rates, forward yield curves and discount rates commensurate with the risks involved. Nomura may
also enter into derivative transactions in relation to the financial assets transferred to an SPE.
As noted above, Nomura may have continuing involvement with SPEs to which Nomura transferredassets. For the year ended March 31, 2020, Nomura received cash proceeds from SPEs on transfer of assets
in new securitizations of ¥202.3 billion and the associated gain on sale was not significant. For the year
ended March 31, 2020, Nomura received debt securities issued by these SPEs with an initial fair value of¥1,768.9 billion and cash inflows from third parties on the sale of those debt securities of ¥1,245.1 billion.
The cumulative balance of financial assets transferred to SPEs with which Nomura has continuing
involvement was ¥4,177.1 billion as of March 31, 2020. Nomura’s retained interests were ¥162.9 billion asof March 31, 2020. For the year ended March 31, 2020, Nomura received cash flows of ¥24.3 billion fromthe SPEs on the retained interests held in the SPEs. Nomura does not provide financial support to SPEs
beyond its contractual obligations.

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14. Contingencies
Investigations, lawsuits and other legal proceedings
In the normal course of business as a global financial services entity, Nomura is involved in investigations,lawsuits and other legal proceedings and, as a result, may suffer loss from any fines, penalties or damages
awarded against Nomura, any settlements Nomura chooses to make to resolve a matter, and legal and otheradvisory costs incurred to support and formulate a defense.
The ability to predict the outcome of these actions and proceedings is inherently difficult, particularly
where claimants are seeking substantial or indeterminate damages, where investigations and legal
proceedings are at an early stage, where the matters present novel legal theories or involve a large number ofparties, or which take place in foreign jurisdictions with complex or unclear laws.
The Company regularly evaluates each legal proceeding and claim on a case-by-case basis in consultation
with external legal counsel to assess whether an estimate of possible loss or range of loss can be made, if
recognition of a liability is not appropriate. In accordance with ASC 450 “Contingencies” (“ASC 450”), theCompany recognizes a liability for this risk of loss arising on each individual matter when a loss is probableand the amount of such loss or range of loss can be reasonably estimated. The amount recognized as aliability is reviewed at least quarterly and is revised when further information becomes available. If thesecriteria are not met for an individual matter, such as if an estimated loss is only reasonably possible rather
than probable, no liability is recognized. However, where a material loss is reasonably possible, the Company
will disclose details of the legal proceeding or claim below. Under ASC 450 an event is defined asreasonably possible if the chance of the loss to the Company is more than remote but less than probable.
The most significant actions and proceedings against Nomura are summarized below. The Company
believes that, based on current information available as of the date of these consolidated financial statements,
the ultimate resolution of these actions and proceedings will not be material to the Company’s financial
condition. However, an adverse outcome in certain of these matters could have a material adverse effect on
the consolidated statements of income or cash flows in a particular quarter or annual period.
For certain of the significant actions and proceedings described below, the Company is currently able toestimate the amount of reasonably possible loss, or range of reasonably possible losses, in excess of amounts
recognized as a liability (if any) against such cases. These estimates are based on current information
available as of the date of these consolidated financial statements and include, but are not limited to, thespecific amount of damages or claims against Nomura in each case. As of May 21, 2020, for those cases
where an estimate of the range of reasonably possible losses can be made, the Company estimates that the
total aggregate reasonably possible maximum loss in excess of amounts recognized as a liability (if any)against these cases is approximately ¥36 billion.
For certain other significant actions and proceedings, the Company is unable to provide an estimate of thereasonably possible loss or range of reasonably possible losses because, among other reasons, (ｉ) theproceedings are at such an early stage there is not enough information available to assess whether the statedgrounds for the claim are viable; (ii) damages have not been identified by the claimant; (iii) damages areunsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions;(v) there are significant legal issues to be resolved that may be dispositive, such as the applicability ofstatutes of limitations; (vi) there are novel or unsettled legal theories underlying the claims and/or (vii) a
judgment has been made against Nomura but detailed reasons for the basis for the judgment and how theamount of the judgment has been determined have not yet been received.
Nomura will continue to cooperate with regulatory investigations and to vigorously defend its position in
the ongoing actions and proceedings set out below, as appropriate.
In January 2008, Nomura International plc (“NIP”) was served with a tax notice issued by the tax
authorities in Pescara, Italy alleging breaches by NIP of the U.K.-Italy Double Taxation Treaty of 1998 (“TaxNotice”). The alleged breaches relate to payments to NIP of tax credits on dividends on Italian shares. The
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Tax Notice not only denies certain payments to which NIP claims to be entitled but also seeks reimbursementof approximately EUR 33.8 million, plus interest, already refunded. NIP continues vigorously to challenge
the Pescara Tax Court’s decisions in favor of the local tax authorities.
In October 2010 and June 2012, two actions were brought against NIP, seeking recovery of payments
allegedly made to NIP by Fairfield Sentry Ltd. and Fairfield Sigma Ltd. (collectively, “Fairfield Funds”),
which are now in liquidation and were feeder funds to Bernard L. Madoff Investment Securities LLC (inliquidation pursuant to the Securities Investor Protection Act in the U.S. since December 2008) (“BLMIS”).
The first suit was brought by the liquidators of the Fairfield Funds. It was filed on October 5, 2010 in theSupreme Court of the State of New York, but was subsequently removed to the United States Bankruptcy
Court for the Southern District of New York. The second suit was brought by the Trustee for the liquidationof BLMIS (“Madoff Trustee”). NIP was added as a defendant in June 2012 when the Madoff Trustee filed anamended complaint in the United States Bankruptcy Court for the Southern District of New York. Bothactions seek to recover approximately $35 million.
In April 2011, the Federal Home Loan Bank of Boston (“FHLB-Boston”) commenced proceedings in the
Superior Court of Massachusetts against numerous issuers, sponsors and underwriters of residential
mortgage-backed securities (“RMBS”), and their controlling persons, including Nomura Asset Acceptance
Corporation (“NAAC”), Nomura Credit & Capital, Inc., Nomura Securities International, Inc. (“NSI”) and
Nomura Holding America Inc. The action alleged that FHLB-Boston purchased RMBS certificates in four
offerings issued by NAAC in the original principal amount of approximately $406 million, for which theoffering materials contained untrue statements or omitted material facts concerning the underwriting
standards used by the original lenders and the characteristics of the loans underlying the securities. On
December 16, 2019, the parties settled the matter for $34 million and the action has been dismissed.
In November 2011, NIP was served with a claim filed by the Madoff Trustee in the United States
Bankruptcy Court for the Southern District of New York. This is a clawback action similar to claims filed by
the Madoff Trustee against numerous other institutions. The Madoff Trustee alleges that NIP received
redemptions from the BLMIS feeder fund, Harley International (Cayman) Limited in the six years prior to
December 11, 2008 (the date proceedings were commenced against BLMIS) and that these are avoidable andrecoverable under the U.S. Bankruptcy Code and New York law. The amount that the Madoff Trustee iscurrently seeking to recover from NIP is approximately $21 million.
In March 2013, Banca Monte dei Paschi di Siena SpA (“MPS”) issued a claim in the Italian Courts against(1) two former directors of MPS and (2) NIP. MPS alleged that the former directors improperly caused MPS
to enter into certain structured financial transactions with NIP in 2009 (“Transactions”) and that NIP acted
fraudulently and was jointly liable for the unlawful conduct of MPS's former directors. MPS claimed
damages of not less than EUR 1.1 billion.
In March 2013, NIP commenced a claim against MPS in the English Courts. The claim was for declaratory
relief confirming that the Transactions remained valid and contractually binding. MPS filed and served its
defence and counterclaim to these proceedings in March 2014. MPS alleged in its counterclaim that NIP was
liable to make restitution of a net amount of approximately EUR 1.5 billion, and sought declarations
regarding the illegality and invalidity of the Transactions.
On September 23, 2015, NIP entered into a settlement agreement with MPS to terminate the Transactions.
NIP believes that the Transactions were conducted legally and appropriately, and does not accept theallegations made against it or admit any wrongdoing. Taking into account the views of relevant European
financial authorities and the advice provided by external experts, NIP considered it to be in its best interests
to reach a settlement in relation to this matter. As part of the agreement, the Transactions were unwound at a
discount of EUR 440 million in favour of MPS and the civil proceedings between MPS and NIP in Italy andEngland, respectively, will no longer be pursued. Pursuant to the settlement agreement MPS and NIP applied
to the Italian Courts to discontinue the proceedings brought by MPS against NIP. These proceedings havesince been discontinued.

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In July 2013, a claim was also issued against the same former directors of MPS, and NIP, by theshareholder group Fondazione Monte dei Paschi di Siena (“FMPS”). The grounds of the FMPS claim are
similar to those on which the MPS claim was founded. The level of damages sought by FMPS is not less than
EUR 315.2 million.
In January 2018, a claim before the Italian Courts brought by two claimants, Alken Fund Sicav (on behalfof two Luxembourg investment funds Alken Fund European Opportunities and Alken Fund Absolute Return
Europe) and Alken Luxembourg S.A (the funds’ management company) was served on NIP. The claim is
made against NIP, MPS, four MPS former directors and a member of MPS’s internal audit board, and seeks
monetary damages of approximately EUR 434 million on the basis of allegations similar to those made in the
MPS and FMPS claims, as well as non-monetary damages in an amount left to be quantified by the Judge.
In May 2019, a claim before the Italian Courts brought by York Global Finance Offshore BDH(Luxembourg) Sàrl and a number of seemingly related funds was served on NIP. The claim is made against
NIP, MPS, two MPS former directors and a member of MPS’s internal audit board, and seeks monetarydamages of approximately EUR 186.7 million on grounds similar to those in the MPS and FMPS claims, aswell as non-monetary damages in an amount left to be quantified by the Judge.
In April 2013, an investigation was commenced by the Public Prosecutor's office in Siena, Italy, into
various allegations against MPS and certain of its former directors, including in relation to the Transactions.
The investigation was subsequently transferred to the Public Prosecutor of Milan. On April 3, 2015, thePublic Prosecutor’s office in Milan issued a notice concluding its preliminary investigation. The Public
Prosecutor was seeking to indict MPS, three individuals from MPS’s former management, NIP and twoformer NIP employees for, among others, the offences of false accounting and market manipulation in
relation to MPS’s previous accounts. The preliminary hearing at which the Milan criminal court considered
whether or not to grant the indictment concluded on October 1, 2016, the Judge ordering the trial of all
individuals and banks involved except for MPS (which entered into a plea bargaining agreement with the
Public Prosecutor). The trial commenced in December 2016. As part of these proceedings, a number of civil
claimants have been permitted to bring damages claims against a number of entities and individuals,
including NIP.
On November 8, 2019, the court delivered its oral verdict, finding two former employees of NIP guilty offalse accounting, market manipulation and obstructing the supervisory activities of CONSOB and that NIP
had breached Italian corporate liability legislation. In so doing it imposed a fine of EUR 3.45 million on NIP
as well as ordering confiscation of EUR 88 million. On May 12, 2020, the court issued the detailed reasoning
for the verdict (including the rationale for the penalties imposed). NIP is currently analyzing the reasoning
and considering all its options, including any appeal. At this time, the Company is unable to estimate whether
the amounts referred to above represent the reasonably possible maximum loss in respect of these matters.
However, such amounts currently represent the only available quantifiable basis of potential loss at this stage
even though they may not necessarily represent the eventual outcome in respect of these matters. The
penalties will not be enforceable until all appeals have been concluded.
Additionally, NIP was served by the Commissione Nazionale per le Società e la Borsa (“CONSOB”, theItalian financial regulatory authority) with a notice commencing administrative sanction proceedings formarket manipulation in connection with the Transactions. In relation to the Transactions, the notice named
MPS, three individuals from MPS’s former management and two former NIP employees as defendants,
whereas NIP was named only in its capacity as vicariously liable to pay any fines imposed on the former NIP
employees. On May 22, 2018 CONSOB issued its decision in which it levied EUR 100,000 fines in relation
to each of the two former NIP employees. In addition, CONSOB decided that the two employees do not meetthe necessary Italian law integrity requirements to perform certain senior corporate functions, for a period of
three months and six months respectively. NIP is vicariously liable to pay the fines imposed on its former
employees. NIP has paid the fines and appealed the decision to the Milan Court of Appeal.
In June 2016 and August 2016, Nomura International (Hong Kong) Limited (“NIHK”) and Nomura
Special Investments Singapore Pte Limited (“NSIS”) were respectively served with a complaint filed in the9[Notes to the Consolidated Balance Sheet]-2-Contingencies

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Taipei District Court against NIHK, NSIS and certain individuals by Cathay United Bank, Co., Ltd., Taiwan
Cooperative Bank Ltd., Chang Hwa Commercial Bank Ltd., Taiwan Business Bank Ltd., KGI Bank and
Hwatai Bank Ltd. (collectively, “Syndicate Banks”). The Syndicate Banks’ complaint relates to a $60 million
syndicated term loan to a subsidiary of Ultrasonic AG that was arranged by NIHK, and made by the
Syndicate Banks together with NSIS. The Syndicate Banks’ allegations in the complaint include allegations
that NIHK failed to comply with its fiduciary duties to the lenders as the arranger of the loan and theSyndicate Banks seek to recover approximately $48 million in damages and interest.
In March 2017, certain subsidiaries of American International Group, Inc. (“AIG”) commenced
proceedings in the District Court of Harris County, Texas against certain entities and individuals, including
NSI, in connection with a 2012 offering of $750 million of certain project finance notes, of which $92
million allegedly were purchased by AIG. AIG alleges violations of the Texas Securities Act based onmaterial misrepresentations and omissions in connection with the marketing, offering, issuance and sale ofthe notes and seeks rescission of the purchases or compensatory damages.
Various authorities continue to conduct investigations concerning the activities of NIP, other entities in the
Nomura Group and other third parties in respect of government, supranational, sub-sovereign and agency
debt securities trading. These investigations relate to various matters including certain activities of NIP in
Europe for which NIP and the Company have received a Statement of Objections from the European
Commission (“Commission”) which reflects the Commission’s initial views around certain historicalconduct. NIP and NSI were also named as defendants in class action complaints filed in the United States
District Court for the Southern District of New York alleging violations of U.S. antitrust law relating to thealleged manipulation of the secondary trading market for supranational, sub-sovereign and agency bonds.
NIP and NSI are also defendants in a similar class action complaint filed in the Toronto Registry Office of
the Federal Court of Canada alleging violations of Canadian competition law. Additionally, NIP and NSI
have been served with a separate class action complaint filed in the United States Court for the Southern
District of New York alleging violations of U.S. antitrust law in relation to the alleged manipulation of the
primary and secondary markets for European government bonds.
In September 2017 and November 2017, NIHK and NSIS were respectively served with a complaint filed
in the Taipei District Court against NIHK, NSIS, China Firstextile (Holdings) Limited (“FT”) and certain
individuals by First Commercial Bank, Ltd., Land Bank of Taiwan Co., Ltd., Chang Hwa Commercial Bank
Ltd., Taishin International Bank, E.Sun Commercial Bank, Ltd., CTBC Bank Co., Ltd., Hwatai Bank, Ltd.
and Bank of Taiwan (collectively, “FT Syndicate Banks”). The FT Syndicate Banks’ complaint relates to a$100 million syndicated term loan facility to borrower FT that was arranged by NIHK, and made by the FT
Syndicate Banks together with NSIS. The FT Syndicate Banks’ allegations in the complaint include tort
claims under Taiwan law against the defendants. The FT Syndicate Banks seek to recover approximately $68
million in damages and interest.
In July 2018, a former Italian counterparty filed a claim against NIP in the Civil Court of Rome relating toa derivative transaction entered into by the parties in 2006, and terminated in 2009. The claim alleges thatpayments by the counterparty to NIP of approximately EUR 165 million were made in breach of Italianinsolvency law, and seeks reimbursement of those payments.
The United States Securities and Exchange Commission (“SEC”) and the United States Department ofJustice investigated past activities of several former employees of NSI in respect of commercial andresidential mortgage-backed securities transactions. NSI entered into settlements with the SEC on July 15,
2019, concerning its supervision of certain former employees. Pursuant to the settlements, NSI paid penalties
of $1.5 million to the SEC and deposited $25 million in a segregated account which will be used to reimburse
certain customers in connection with the related cases.
In August 2017, the Cologne public prosecutor in Germany notified NIP that it is investigating possible tax
fraud by individuals who worked for the Nomura Group in relation to the historic planning and execution of
trading strategies around dividend record dates in certain German equities (known as “cum/ex” trading) and
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in relation to filings of tax reclaims in 2007 to 2012. During the fiscal year ended March 31, 2020, Nomura
Group became aware that certain of those individuals would be the subject of investigative proceedings inGermany. NIP and another entity in the Nomura Group are cooperating with the investigation, including bydisclosing to the public prosecutor certain documents and trading data. If the investigation involving Nomura
Group entities and former individuals proceeds to trial, the individuals could face criminal sanctions andNomura Group entities could face administrative sanctions such as administrative fines or profit confiscation
orders. It is not yet possible to reasonably estimate the potential losses which may arise from any
administrative sanction imposed on a Nomura Group entity”
Other mortgage-related contingencies in the U.S.
Certain of the Company’s subsidiaries in the U.S. securitized residential mortgage loans in the form of
RMBS. These subsidiaries did not generally originate mortgage loans, but purchased mortgage loans fromthird-party loan originators (“originators”). In connection with such purchases, these subsidiaries received
loan level representations from the originators. In connection with the securitizations, the relevant
subsidiaries provided loan level representations and warranties of the type generally described below, which
mirror the representations the subsidiaries received from the originators.
The loan level representations made in connection with the securitization of mortgage loans were generally
detailed representations applicable to each loan and addressed characteristics of the borrowers and properties.
The representations included, but were not limited to, information concerning the borrower’s credit status,
the loan-to-value ratio, the owner occupancy status of the property, the lien position, the fact that the loan
was originated in accordance with the originator’s guidelines, and the fact that the loan was originated incompliance with applicable laws. Certain of the RMBS issued by the subsidiaries were structured with credit
protection provided to specified classes of certificates by monoline insurers.
The relevant subsidiaries have received claims demanding the repurchase of certain loans from trustees ofvarious securitization trusts, made at the instance of one or more investors, or from certificate insurers. The
total original principal amount of loans for which repurchase claims were received by the relevant
subsidiaries within six years of each securitization is $3,203 million. The relevant subsidiaries summarily
rejected any demand for repurchase received after the expiration of the statute of limitations applicable tobreach of representation claims. For those claims received within six years, the relevant subsidiaries
reviewed each claim received, and rejected those claims believed to be without merit or agreed to repurchasecertain loans for those claims that the relevant subsidiaries determined to have merit. In several instances,following the rejection of repurchase demands, investors instituted actions through the trustee alleging breachof contract. The breach of contract claims that were brought within the six-year statute of limitations forbreach of contract actions have survived motions to dismiss. These claims involve substantial legal, as well
as factual, uncertainty and the Company cannot provide an estimate of reasonably possible loss at this time,in excess of the existing reserve.
Administrative action by Financial Services Agency of JapanOn May 28, 2019, Nomura Securities Co., Ltd. (“NSC”) received an administrative action (a business
improvement order) from Financial Services Agency of Japan (“FSA”) in accordance with Article 51 of the
Financial Instruments and Exchange Act of Japan (“FIEA”) due to NSC’s improper communication of
information. On the same day, for the same reason, the Company also received an administrative action (abusiness improvement order) from FSA in accordance with Article 57-19 (1) of the FIEA. Because of suchadministrative action, NSC has lost some of business opportunities. On June 3, 2019, the Company and NSC
submitted reports on their business improvement measures to FSA and the reports were accepted by FSA.
However, there is a possibility that Nomura will continue to lose business opportunities due to the damage to
our reputation and other causes, and the Company’s financial condition and business performance may beaffected onward. However, it is difficult for the Company to reasonably estimate the financial impact at thismoment.

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15. Guarantees
In accordance with ASC 460 “Guarantees”, Nomura recognizes obligations under certain issued
guarantees and records the fair value of these guarantee obligations on the consolidated balance sheet.
The information about maximum potential payout or notional total of derivative contracts, standby lettersof credit and other guarantees that could meet the definition of a guarantee is as below.
For information about the maximum potential amount of future payments that Nomura could be required
to make under certain derivatives, the notional amount of contracts has been disclosed. However, themaximum potential payout for certain derivative contracts, such as written interest rate caps and written
currency options, cannot be estimated, as increases in interest or foreign exchange rates in the future could betheoretically unlimited. Nomura records all derivative contracts at fair value. Nomura believes the notionalamounts generally overstate its risk exposure.
Derivative contracts (1) (2) .............................................................................................

279,734,884 million yen

Standby letters of credit and other guarantees (3) .........................................................

2,351 million yen(1) The carrying value of derivative contracts is ¥7,197,647 million (liability).
(2) The notional amount and the carrying value of the written credit derivatives not included in derivative
contracts are ¥16,455,288 million and ¥180,215 million (liability), respectively.
(3) The carrying value of standby letters of credit and other guarantees is nil.

12

[Notes to the Consolidated Balance Sheet]-3-Guarantees

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16. Financial Instruments
The fair value of financial instruments
A significant amount of Nomura’s financial instruments are carried at fair value. Financial assets carried atfair value on a recurring basis are reported in the consolidated balance sheet within Trading assets andprivate equity and debt investments, Loans and receivables, Collateralized agreements and Other assets.
Financial liabilities carried at fair value on a recurring basis are reported within Trading liabilities, Shortterm borrowings, Payables and deposits, Collateralized financing, Long-term borrowings and Otherliabilities.
In all cases, fair value is determined in accordance with ASC 820 “Fair Value Measurements andDisclosures” which defines fair value as the amount that would be exchanged to sell a financial asset ortransfer a financial liability in an orderly transaction between market participants at the measurement date. It
assumes that the transaction occurs in Nomura’s principal market, or in the absence of the principal market,
the most advantageous market for the relevant financial assets or financial liabilities.
Information on financial instruments and risk
Most of Nomura’s trading activities are client oriented. Nomura utilizes a variety of derivative financial
instruments as a means of bridging clients’ specific financial needs and investors’ demands in the securities
markets. Nomura also actively trades securities and various derivatives to assist its clients in adjusting theirrisk profiles as markets change. In performing these activities, Nomura carries an inventory of capital
markets instruments and maintains its access to market liquidity by quoting bid and offer prices to andtrading with other market makers. These activities are essential to provide clients with securities and othercapital markets products at competitive prices.
In the normal course of business, Nomura enters into transactions involving derivative financial instruments
to meet customer needs, for its trading activities and to reduce its own exposure to loss due to adverse
fluctuations in interest rates, currency exchange rates and market prices of securities. These financial
instruments include contractual agreements such as commitments to swap interest payment streams, exchange
currencies or purchase or sell securities and other financial instruments on specific terms at specific futuredates. To the extent these derivative financial instruments are economically hedging financial instruments or
securities positions of Nomura, the overall risk of loss may be fully or partly mitigated by the hedged position.
Nomura seeks to minimize its exposure to market risk arising from its use of these derivative financial
instruments through various control policies and procedures, including position limits, monitoring proceduresand hedging strategies whereby Nomura enters into offsetting or other positions in a variety of financial
instruments. Counterparty credit risk associated with these financial instruments is controlled by Nomura
through credit approvals, limits and monitoring procedures. To reduce default risk, Nomura requires
collateral, principally cash collateral and government securities, for certain derivative transactions.
Concentrations of credit risk may arise from trading, securities financing transactions and underwriting
activities, and may be impacted by changes in political or economic factors. Nomura has credit risk
concentrations on bonds issued by the Japanese Government, U.S. Government, Governments within theEuropean Union and British Government (“EU & UK”), their states and municipalities, and their agencies.
The following table presents geographic allocations of Nomura’s trading assets related to government,
agency and municipal securities. Nomura’s exposure to the over-the-counter derivatives is mainly with thefinancial institutions in the amount of ¥525.3 billion which represents the net amount after the counterparty
netting of derivative assets and liabilities under a master netting agreement as well as cash collateral netting
against net derivatives.

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Billions of yen
March 31, 2020

Government, agency and municipalities securities ...............................

Japan

U.S.

EU & UK

1,933.5

1,889.4

2,704.1

Other
671.5

Total(1)
7,198.5────────(1) Other than above, there were ¥321.4 billion of government, agency and municipal securities in Other asset– Non-trading debt securities as of March 31, 2020. These securities are primarily Japanese government,
agency and municipal securities.
Fair value hierarchy
All financial instruments measured at fair value, including those carried at fair value using the fair value
option, have been categorized into a three-level hierarchy (“fair value hierarchy”) based on the transparencyof valuation inputs used by Nomura to estimate fair value. A financial instrument is classified in the fairvalue hierarchy based on the lowest level of input that is significant to the fair value measurement of thefinancial instrument. The three levels of the fair value hierarchy are defined as follows, with Level 1
representing the most transparent inputs and Level 3 representing the least transparent inputs:
Level 1:
Observable valuation inputs that reflect quoted prices (unadjusted) for identical financial instruments
traded in active markets at the measurement date.
Level 2:
Valuation inputs other than quoted prices included within Level 1 that are either directly or indirectly
observable for the financial instrument.
Level 3:
Unobservable valuation inputs which reflect Nomura assumptions and specific data.

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The following table presents information about Nomura’s financial instruments measured at fair value on arecurring basis as of March 31, 2020 within the fair value hierarchy.
(Billions of yen)March 31, 2020

Level 1

Level 2

Level 3

Counterparty
and CashCollateral
Netting (1)Balance as ofMarch 31, 2020

Assets:Trading assets and private equity anddebt investments (2) (3)Cash Instruments ..................................
Derivatives ............................................

6,480.5
70.7

7,978.5
20,920.7

471.5
198.0

－
(19,247.9)

14,930.5
1,941.5

Loans and receivables (4)............................

－

708.8

96.4

－

805.2

Collateralized agreements (5)......................

－

534.0

15.2

－

549.2

Other assets (2) ..........................................

374.5

478.2

168.0

－

1,020.7

Total ..............................................................

6,925.7

30,620.2

949.1(19,247.9)

19,247.1

Liabilities:
Trading Liabilities
Cash Instruments ..................................
Derivatives ............................................

5,044.1
44.1

1,690.2
20,524.8

2.8
226.8

－
(18,986.5)

6,737.1
1,809.2

Short-term borrowings (6)...........................

－

348.4

28.5

－

376.9

Payables and deposits (7)............................

－

13.7

1.1

－

14.8

Collateralized financing (5).........................

－

246.6

－

－

246.6

Long-term borrowings (6) (8) (9)...................

2.3

3,290.7408.8－

3,701.8

Other liabilities (10).....................................

170.0

129.6

－

－

299.6

Total ..............................................................

5,260.5

26,244.0

668.0(18,986.5)

13,186.0────────(1) Represents the amount offset under counterparty netting of derivative assets and liabilities as well as cash
collateral netting against net derivatives.
(2) Certain investments that are measured at fair value using net asset value per share as a practical expedient
have not been classified in the fair value hierarchy. As of March 31, 2020, the fair values of theseinvestments which are included in Trading assets and private equity and debt investments and Other assets
were ¥26.1 billion and ¥5.6 billion, respectively.
(3) Private equity and debt investments are typically private non-traded financial instruments including
ownership or other forms of junior capital (such as mezzanine loan). It includes equity investments thatwould have been accounted for under the equity method had Nomura not chosen to elect the fair value
option.
(4) Includes loans for which the fair value option is elected.
(5) Includes collateralized agreements or collateralized financing for which the fair value option is elected.
(6) Includes structured notes for which the fair value option is elected.
(7) Includes embedded derivatives bifurcated from deposits received at banks. If unrealized gains are greaterthan unrealized losses, deposits are reduced by the excess amount.
(8) Includes embedded derivatives bifurcated from issued structured notes. If unrealized gains are greater thanunrealized losses, borrowings are reduced by the excess amount.
(9) Includes liabilities recognized from secured financing transactions that are accounted for as financings
rather than sales. Nomura elected the fair value option for these liabilities.
(10) Includes loan commitments for which the fair value option is elected.

15[Notes to Financial Instruments]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知

Estimated Fair Value
Certain financial instruments are not carried at fair value on a recurring basis in the consolidated balance
sheet since they are neither held for trading purposes nor are elected for the fair value option. These are
typically carried at contractual amounts due or amortized cost.
The carrying value of the majority of the financial instruments detailed below will approximate fair value
since they are short-term in nature and contain minimal credit risk. These financial instruments include
financial assets reported within Cash and cash equivalents, Time deposits, Deposits with stock exchanges andother segregated cash, Receivables from customers, Receivables from other than customers, Securities
purchased under agreements to resell and Securities borrowed and financial liabilities reported within Shortterm borrowings, Payables to customers, Payables to other than customers, Deposits received at banks,
Securities sold under agreements to repurchase, Securities loaned and Other secured borrowings in the
consolidated balance sheet.
The estimated fair values of other financial instruments which are longer-term in nature or may containmore than minimal credit risk may be different to their carrying value. Financial assets of this type primarily
include certain loans which are reported within Loans receivable while financial liabilities primarily include
long-term borrowings which are reported within Long-term borrowings. In our financial instruments, theinstruments which have a material difference between the carrying value and the estimated fair value are
long-term borrowings. For long-term borrowings, certain financial instruments including structured notes arecarried at fair value under the fair value option. Except for those instruments, long-term borrowings arecarried at contractual amounts or amortized cost unless such borrowings are designated as the hedged item ina fair value hedge. The fair value of long-term borrowings which are not elected for the fair value option isestimated using quoted market prices where available or by discounting future cash flows. As of March 31,
2020, the carrying values of long-term borrowings were ¥7,775.6 billion and the fair values or estimated fairvalues of long-term borrowings were ¥7,732.8 billion.
Maturities tables of long-term borrowings
The aggregate annual maturities of long-term borrowings, including adjustments related to fair value
hedges and liabilities measured at fair value, as of March 31, 2020 consist of the following:
Year ending March 31
2021 .............................................................................................................................................................................
2022 .............................................................................................................................................................................
2023 .............................................................................................................................................................................
2024 .............................................................................................................................................................................
2025 .............................................................................................................................................................................

Billions of yen

2026 and thereafter .....................................................................................................................................................

778.0
560.1
664.2
618.9
1,026.7
4,073.0

Sub-Total .....................................................................................................................................................................

7,720.9

Trading balances of secured borrowings ....................................................................................................................

54.7

Total ............................................................................................................................................................................

7,775.6

Trading balances of secured borrowings
These balances of secured borrowings consist of the liabilities related to transfers of financial products thatare accounted for as financings secured by the financial assets without recourse to Nomura rather than sales
under ASC 860. These borrowings are not borrowed for the purpose of Nomura’s funding but are related to
Nomura’s trading activities to gain profits from the distribution of financial products secured by the financial
assets.
[Notes to Per-Share Data]
17. Per-Share Data
Total NHI shareholders’ equity per share ............................................................. 873.26 yen
Basic net income attributable to NHI shareholders per share ..............................
67.76 yen

16

[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Note to Revenue Recognition]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知[Note to Revenue Recognition]
18. Revenue from services provided to customers
The following table presents summary information regarding the key methodologies, assumptions andjudgments used in recognizing revenue for each of the primary types of service provided to customers,
including the nature of underlying performance obligations within each type of service and whether those
performance obligations are satisfied at a point in time or over a period of time. For performance obligations
recognized over time, information is also provided to explain the nature of the input or output method used torecognize revenue over time.
Type of service
provided to customers
Trade execution andclearing services

Overview of key services
provided• Buying and selling of
securities on behalf ofcustomers• Clearing of securities andderivatives on behalf ofcustomers

Financial advisory
services• Provision of financial advice tocustomers in connection with a
specific forecasted transaction
or transactions• Provision of financial advice
not in connection with a
specific forecasted transaction
or transactions such as general
corporate intelligence andsimilar research• Issuance of fairness opinions.
• Structuring complex financial
instruments for customers

Key revenue recognition policies, assumptions
and significant judgments• Execution and clearing commissions
recognized at a point in time, namely tradedate.
• Commissions recognized net of soft dollar
credits provided to customers where Nomura
is acting as agent in providing investment
research and similar services to the customer.
• Fees contingent on the success of anunderlying transaction are variableconsideration recognized when the underlying
transaction has been completed since only atsuch point is it probable that a significant
reversal of revenue will not occur.
• Retainer and milestone fees are recognizedeither over the period to which they relate orare deferred until consummation of theunderlying transaction depending on whether
the underlying performance obligation issatisfied at a point in time or over time.
• Judgment is required to make thisdetermination with factors influencing thisdetermination including, but not limited to,whether the fee is in connection with an
engagement designed to achieve a specifictransaction or outcome for the customer (suchas the purchase or sale of a business), thenature and extent of benefit to be provided tothe customer prior to, and in addition to suchspecific transaction or outcome and the fee
structure for the engagement.
• Retainer and milestone fees recognized overtime are normally recognized on a straightline basis over the term of the contract basedon time elapsed.

17[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Note to Revenue Recognition]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知Type of service
provided to customers
Asset management
services

Overview of key services
provided• Management of funds,
investment trusts and otherinvestment vehicles• Provision of investment
advisory services• Distribution of fund units• Providing custodial andadministrative services tocustomers

Underwriting andsyndication services• Underwriting of debt, equity
and other financial instrumentson behalf of customers• Distributing securities onbehalf of issuers• Arranging loan financing forcustomers• Syndicating loan financing on
behalf of customers

Key revenue recognition policies, assumptions
and significant judgments• Management fees earned by Nomura inconnection with managing a fund, investment
trust or other vehicle generally recognized ona straight-line basis based on time elapsed.
• Performance-based fees are variableconsideration recognized when theperformance metric has been determined since
only at such point is it probable that asignificant reversal of revenue will not occur.
• Distribution fees are recognized at a point intime when the fund units have been sold tothird party investors.
• Custodial and administrative fees recognizedon a straight-line basis over time based ontime elapsed.
• Underwriting and syndication revenues
recognized at a point in time when theunderlying transaction is complete.
• Commitment fees where drawn down of the
facility is deemed remote recognized on astraight-line basis over the life of the facility
based on time elapsed.
• Underwriting and syndication costs
recognized either as a reduction of revenue oron a gross basis depending on whether
Nomura is acting as principal or agent forsuch amounts.

Where revenue is recognized at a point on time, payments of fees are typically received at the same time as
when the performance obligation is satisfied, or within several days or months after satisfying a performanceobligation. In relation to revenue recognized over time, payments of fees are received are received every month,three months or six months.

18[Note to Revenue Recognition]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知[Other Notes]
19. Other additional information
Sale of investments in affiliates
Nomura has tendered to the self-tender offer made by Nomura Research Institute, Ltd. (“NRI”). Upon thesettlement on August 21, 2019, Nomura has sold 101,889,300 ordinary shares it held at ¥159,966 million to
NRI. NRI remains an equity method affiliate of NHI. As a result of the transaction, a gain of ¥73,293 million
was recognized in earnings within Revenue－Other during the year ending March 31, 2020.
Changes in Tax Laws
On March 27, 2020, the “Act to partially revise the Income Tax Act and Others ”(Act No.8 of 2020) was
enacted, effective for fiscal years beginning on or after April 1, 2022. As a result of the Act, the existing
Consolidated Taxation system in Japan will be replaced with the Group Tax Sharing system. The Company
does not expect any significant impact on its net deferred tax liabilities on adoption of the Act.
Business combination
On April 1, 2020, Nomura acquired 100% of Greentech Capital, LLC (“Greentech”), a leading M & A
advisory boutique in sustainable technology and infrastructure in the United States.
The acquisition price was ¥12,389 million and has been partially paid in cash on April 1, 2020.
The operating results and cash flows of Greentech will be reflected to Nomura’s consolidated financial
statements from April 1, 2020. The assets acquired and liabilities assumed as of the acquisition date were notmaterial to Nomura’s consolidated balance sheet.
Restricted Stock Units
In May 2020, the Company announced to grant Restricted Stock Units (“RSUs”) to directors, executive
officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSUs is approximately
75 million units (75 million shares equivalent). RSUs are to deliver shares of common stock of the Company
to grantees from one year to the maximum of seven years after the RSUs are granted.
Nomura also offers a compensation plan linked to the Company’s stock price, a world index and theCompany’s performances. The employees (directors, executive officers and certain employees) covered bythis plan must provide service as employees of the Company for a specified service period in order to receive
payments under the plan and also are subject to forfeitures due to termination of employment under certain
conditions. The Company plans to continue compensation payments in the next fiscal year based on the
Company’s stock price, a world index and the Company’s performances for its and subsidiaries’directors andcertain employees. The Company will remunerate either in cash or an equivalent amount of assets with avalue linked to the average stock price for a certain period immediately preceding the applicable future
payment date.
Rights conversion related to the Tokyo Nihonbashi district redevelopment project
On May 20, 2020, the rights conversion plan of the Tokyo Nihonbashi district redevelopment project inwhich Nomura participate as members of the redevelopment partnership was approved by Tokyo
Metropolitan Government. The rights conversion will become effective on May 29, 2020.
As a result, Nomura is entitled to receive ownership in the redeveloped real estate in the future and cash
representing compensation for loss of rental income and other related expenses, in exchange for the assets itheld in that area.
Nomura will record income before income taxes of approximately ¥70 billion as the difference between
the carrying value of the transferred assets and the fair value of the acquired assets during the first quarter ofthe fiscal year ending March 31, 2021.

19[Other Notes]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知

Notes to the Financial Statements
The Company’s financial statements are prepared in accordance with the Ordinance for Company Calculation(Ministry of Justice Ordinance No. 13 of 2006).
The amounts shown therein are rounded to the nearest million.
[Significant Accounting Policies]
1. Basis and methods of valuation for financial instruments(1) Other securities
a. Securities with market value
Recorded at market value
The difference between the cost using the moving average method or amortized cost and market valueless deferred taxes is recorded as Net unrealized gain on investments in Net assets on the balance sheet.
b. Securities without market value
Recorded at cost using the moving average method or amortized cost
With respect to investments in investment enterprise partnerships and similar ones which are regarded
as equivalent to securities in accordance with Paragraph 2, Article 2 of the Financial Instruments andExchange Act, the pro rata shares of such partnerships are recorded at net asset values based on theavailable current financial statements on the reporting date set forth in the partnership agreements.
(2) Stocks of subsidiaries and affiliates
Recorded at cost using the moving average method
2. Basis and method of valuation for derivative transaction
Accounted for at fair value based on the mark-to-market method
3. Basis and method of valuation for money held in trust
Accounted for at fair value based on the mark-to-market method
4. Depreciation and amortization(1) Depreciation of tangible fixed assets
Tangible fixed assets are depreciated primarily on the declining balance method, except for buildings(excluding equipment of the buildings) acquired on or after April 1, 1998 and equipment of the buildings
and structures acquired on or after April 1, 2016 which are depreciated on the straight-line method.
(2) Amortization of intangible assets, investments and others
Intangible assets, investments and others are amortized over their estimated useful lives primarily on thestraight-line method. The useful lives of software are based on those determined internally.
5. Deferred Assets
Bond issuance costs
Bond issuance costs are expensed upon incurred.
6. Translation of assets and liabilities denominated in foreign currencies
Financial assets and liabilities denominated in foreign currencies are translated into Japanese yen using
exchange rates as of the balance sheet date. Gains and losses resulting from translation are reflected in thestatement of income.
7. Provisions(1) Allowance for doubtful accounts
To provide for bad loans, the Company recorded an allowance for doubtful accounts based on an
estimate of the uncollectible amounts calculated using historical loss ratios or a reasonable estimate basedon the financial condition of individual borrowers.

20[Significant Accounting Policies]

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知(2) Accrued bonuses
To prepare for bonus payments to employees, the estimated amount was recorded in accordance withthe prescribed calculation method.
(3) Allowance for business loss of subsidiaries and affiliates
Allowance for business loss of subsidiaries and affiliates is made at an estimated amount of loss.
8. Hedging activities(1) Hedge accounting
Mark-to-market profits and losses on hedging instruments are deferred as assets or liabilities until the
profits or losses on the underlying hedged items are realized for interest rate risk hedge and foreign
currency risk hedge. Fair value hedge is applied and all the profits and losses are recognized for share pricerisk hedge.
(2) Hedging instrument and hedged item
The Company utilizes interest rate swap contracts to hedge the interest rate risk on bonds andborrowings that the Company issued. The Company utilizes currency forward contracts and long term
foreign currency liabilities including long term bonds issued to hedge foreign currency risk on investments
in subsidiaries. Additionally, the Company utilizes total return swap contracts to hedge share price risk ona part of investment securities.
(3) Hedging policy
As a general rule, the interest rate risk on bonds and borrowings is fully hedged until maturity. Foreign
currency investment in subsidiaries is hedged by currency forward contracts and long term foreign
currency liabilities including long term bonds issued. A part of investment securities is hedged by total
return swap contracts.
(4) Valuating the validity of hedging instruments
Regarding to the hedge of the interest risk and foreign currency risk, the Company regularly verifies theresult of risk offsetting by each hedging instrument and hedged item, and verifies the validity of the hedge.
For the hedge of share price risk, the Company verifies the hedge effectiveness by comparing the change
in fair value of each investment security and total return swap contract.
9. Consumption taxes and local consumption taxes are accounted for based on the tax exclusion method.
10. The Company applies the consolidated tax return system.
With regard the company to the items for which the individual tax return filing method was reviewed inaccordance with the transition to the Group Tax Sharing System established under the “Act to partiallyrevise the Income Tax Act and Others” (Act No. 8 of 2020) and the transition to the Group Tax Sharing
System, in accordance with the treatment in Paragraph 3 of the “Practical Solution on the Treatment of
Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax
Sharing System” (Practical Solution No. 39 March 31, 2020), the provisions in Paragraph 44 of the“Implementation Guidance on Tax Effect Accounting” (ASBJ Guidance No. 28 February 16, 2018) are notapplied and the amounts of deferred tax assets and deferred tax liabilities are in accordance with theprovisions of the tax law before amendment.

[Notes to the Balance Sheet]
1. Balances of receivables and payables with subsidiaries and affiliates
Short-term receivables ......................................................................
Short-term payables ..........................................................................
Long-term receivables .......................................................................

3,741,813 million yen
2,029,963 million yen
747,556 million yen

2. Accumulated depreciation on tangible fixed assets ...........................

49,467 million yen

21[Significant Accounting Policies]、[Significant Basis of Presentation of Consolidated Financial Statements]、[Notes to the Balance Sheet]2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知

3. Securities deposited
The Company loaned investment securities (mainly investments in subsidiaries and affiliates) with a bookvalue of ¥12,034 million based on securities loan contracts which provide borrowers with the rights to resellor repledge the securities.
4. Bonds include ¥318,200 million of subordinated bonds.
5. Balance of guaranteed obligations (1)Nomura Europe Finance N.V.
Nomura International Funding Pte. Ltd.
Nomura International plc
Nomura International plc
Nomura Bank International plc
Nomura Global Financial Products Inc.

Borrowings/Medium term notes/
Repurchase transactions
Borrowings/Medium term notes/
Repurchase transactions
Derivative transactions
Borrowings/Medium term notes/
Repurchase transactions
Borrowings/Medium term notes/
Repurchase transactions
Derivative transactions

Other

1,951,195 million yen(2)924,111 million yen
334,428 million yen(2)234,910 million yen
222,390 million yen
150,891 million yen(2)98,888 million yen────────(1) In accordance with Japan Institute of Certified Public Accountants Audit and Assurance Practice Committee
Practical Guideline No. 61, items recognized as effectively bearing the obligation of guarantee of liabilities
are included in notes items equivalent to guaranteed obligations.
(2) Includes joint guarantee with Nomura Securities Co., Ltd.

22

[Significant Accounting Policies]、[Significant Basis of Presentation of Consolidated Financial Statements]、[Notes to the Balance Sheet]2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知[Notes to the Statement of Income]1. Transactions with subsidiaries and affiliates
Operating revenue
Operating expenses
Non-operating transactions

343,297 million yen
83,247 million yen
161,490 million yen

2. Extraordinary income
The gain on sales of subsidiaries and affiliates was from the sale of a part of ordinary shares of Nomura
Research Institute, Ltd. which is an affiliate of the Company.
[Notes to the Statement of Changes in Net Assets]
1. Shares outstanding
Type of shares
Common stock (shares) .....................................

Beginning ofcurrent year

Increase

3,493,562,601

Decrease－

End of current year
3,493,562,601－

2. Treasury stock
Type of shares

Beginning ofcurrent year

Common stock (shares) .....................................

182,411,802

Increase

Decrease

299,381,781

27,168,475

End of current year

(Summary of reasons for change)
The reasons for increase were as follows:
Increase related to buying in the stock market ........................................................
Increase related to requests to purchase shares less than full trading units .............

299,362,300 shares
19,481 shares

The reasons for decrease were as follows:
Reduction related to exercise of stock acquisition rights and allotment of RSUs .....
Reduction related to buying to complete full trading units .....................

23[Notes to the Statement of Income]、[Notes to the Statement of Changes in Net Assets]

27,168,085 shares
390 shares454,625,108

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知

3. Stock acquisition rights(1)Name of Stock Acquisition Rights

Date of allocation of stock acquisitionrightsType of shares

Number of shares

June 5, 2012
June 5, 2012
June 5, 2012
June 5, 2012
June 5, 2012
June 5, 2013
June 5, 2013
November 19, 2013
June 5, 2014
June 5, 2014
June 5, 2014
June 5, 2014
June 5, 2014
November 18, 2014
June 5, 2015
June 5, 2015
June 5, 2015
November 18, 2015
June 7, 2016
June 7, 2016
June 7, 2016
June 7, 2016
June 7, 2016
November 11, 2016
June 9, 2017
June 9, 2017
June 9, 2017
June 9, 2017
November 17, 2017

Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock

115,300
372,000
526,800
39,80039,70093,700456,300
2,678,200
189,200
652,400
1,014,500
375,400
1,374,600
2,673,700
546,100
928,200
1,497,500
2,568,800
1,034,100
1,552,200
2,028,300
259,200
105,400
2,535,400
1,188,600
1,456,900
276,700
63,9002,488,900

Stock Acquisition Rights No.46
Stock Acquisition Rights No.47
Stock Acquisition Rights No.48
Stock Acquisition Rights No.49
Stock Acquisition Rights No.50
Stock Acquisition Rights No.53
Stock Acquisition Rights No.54
Stock Acquisition Rights No.55
Stock Acquisition Rights No.56
Stock Acquisition Rights No.57
Stock Acquisition Rights No.58
Stock Acquisition Rights No.60
Stock Acquisition Rights No.61
Stock Acquisition Rights No.62
Stock Acquisition Rights No.63
Stock Acquisition Rights No.64
Stock Acquisition Rights No.65
Stock Acquisition Rights No.68
Stock Acquisition Rights No.69
Stock Acquisition Rights No.70
Stock Acquisition Rights No.71
Stock Acquisition Rights No.72
Stock Acquisition Rights No.73
Stock Acquisition Rights No.74
Stock Acquisition Rights No.75
Stock Acquisition Rights No.76
Stock Acquisition Rights No.82
Stock Acquisition Rights No.83
Stock Acquisition Rights No.84(1) Excludes items for which the first day of the exercise period has not arrived.
4. Dividends(1) Dividends paid
Decision
Board of Directors April 25,
2019 .........
Board of Directors October 29,
2019 .....

Type of shares

Total dividend value(millions of yen)

Dividend-per share(yen)

Common stock

9,933

Common stock

48,483

Record date

Effective date

3.00

March 31, 2019

June 3, 2019

15.00

September 30, 2019

December 2, 2019(2) Items for which the record date of dividends belonging to the current period will be effective in the next
periodDecision

Type of shares

Board of Directors May 8, 2020 .........

Common stock

Total dividend value(millions of yen)
15,19524[Notes to the Statement of Changes in Net Assets]

Dividend-per share
(yen)
5.00

Record date

Effective date

March 31, 2020

June 8, 2020

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知[Notes to Accounting for Tax Effects]
Breakdown of deferred tax assets and liabilities
Deferred tax assets
Loss on devaluation of securities ....................................................................................
Loss carry-forward on local tax ......................................................................................
Deferred gain and loss on hedges ...................................................................................
Loss on devaluation of fixed assets ................................................................................
Stock option ...................................................................................................................
Others .............................................................................................................................
Subtotal of deferred tax assets ............................................................................................
Valuation allowance ............................................................................................................
Total of deferred tax assets .................................................................................................
Deferred tax liabilities
Net unrealized gain on investments .................................................................................
Deferred gain and loss on hedges ....................................................................................

117,032
25,015
3,453
2,435
774
2,498

million yen
million yen
million yen
million yen
million yen
million yen

151,206 million yen(118,438) million yen
32,768million yen

Others ..............................................................................................................................

(14,606) million yen(10,491) million yen(657) million yen

Total of deferred tax liabilities ............................................................................................

(25,754) million yen

Net deferred tax assets .........................................................................................................

25[Notes to Accounting for Tax Effects]、[Notes to Fixed Assets Used in Leasing]

7,014

million yen

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知[Notes to Related Party Transactions]
Subsidiaries and affiliates
Classification

Subsidiary

Name of company

Nomura Securities Co., Ltd.

Proportion of
votingrights owned(owned by)

Relationshipwith related
party

Natureof transaction(Owned)Provision of
Data processing system usage
directly 100% equipments
fees received
Loans receivable Loans receivable
Concurrent
Interest received
officers
Establishment of aTransaction
amounts
Name of account(millions of yen)

Balance as ofMarch 31,2020
(millions of yen)

93,147

Accrued income

16,372436,823

Short-term loans

343,800

6,913

Accrued income

1,041

700,000

Long-term loans
receivable fromsubsidiaries andaffiliates

175,000

Loans receivable

157,692－－

Commitment line
establishment fees

705

－

－

commitment line withsubordinated terms

Notes

(1)
(2) (3)(4)

received
Subsidiary

Nomura International plc(Owned)Guarantee
indirectly 100% obligation
Concurrent
officers

Loans receivable

1,020

Short-term loans

1,299Interest received

46

Accrued income

0

Guarantee obligation
Guarantee fee received

Subsidiary
Subsidiary

Subsidiary

Subsidiary
Subsidiary
Subsidiary

Nomura International Funding
Pte. Ltd(Owned)Guarantee
directly 100% obligation

Nomura Holding America Inc.

Nomura Corporate Funding
America LLC

Nomura Bank International plc
NHI Acquisition Holding Inc.
Nomura Europe Finance N.V.

Guarantee obligation

Subsidiary

Nomura Europe Holdings plc

Nomura Financial Products &Services, Inc.

－

Accrued income

476－

Accrued income

468(Owned)Loans receivable Loans receivabledirectly 100% Concurrent
officers
Interest received

1,416,017

Short-term loans

1,910,756

12,033

Accrued income

2,954(Owned)Loans receivable Loans receivable
indirectly 100%
Interest received

1,151,325

Short-term loans

1,143,070

11,504

Accrued income

2,215

222,390(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation
Guarantee fee received(Owned)Loans receivable Loans receivabledirectly 100%
Interest received(Owned)Borrowings
directly 100% Guarantee
obligation(Owned)Guarantee
indirectly 100% obligation
Concurrent
officers

－

－

105

Accrued income

104

130,607

Short-term loans

173,767

3,876

Accrued income

128

Borrowings

1,752,936

Interest paid

10,983

Guarantee obligation
Guarantee fee received(Owned)Loans receivable Capital increase underwritten
directly 100% Concurrent
Loans receivable
officers

Interest received
Subsidiary924,111－－

Guarantee fee received
Nomura Global Financial
Products Inc.

476
476

Guarantee fee received

Guarantee obligation
Subsidiary

610,561

1,951,195951
150,891
216
96,98472,330

Short-termborrowings
Accrued expense

(2)

(2)

(6)
(2)

(5)
－

Accrued income

944

－

－

Accrued income

215－

Long-term loans
receivable fromsubsidiaries andaffiliates

233,744

249

(6)

(6)

(7)

(2)

2,459

Accrued income
Short-term loans－

12,282

Accrued income

997

320,000

Long-term loans
receivablefrom subsidiaries
and affiliates

243,946

Loans receivable

244,936－－

Commitment line
establishment fees

180

－

－

commitment line withsubordinated terms

(6)

1,284

544,873(Owned)Loans receivable Loans receivabledirectly 100% Concurrent
Interest received
officers
Establishment of a(6)

1,880,105

－

－

(2)

(2) (3)(4)

received
Subsidiary

Affiliate

Nomura Asia Pacific Holdings
Co., Ltd(Owned)Loans receivable Loans receivabledirectly 100% Concurrent
Interest received
officers

Nomura Research Institute, Ltd.

(Owned)directly 17.6%
indirectly
11.2%

Purchases ofsystemsolution andconsulting
knowledge
services

69,371

Short-term loans

91,707581

Accrued income

65

31,909－－Software purchase

12,748

Accounts
payableSales of share by Share Buyback
Program

159,966－

Data processing system
usage fees paid

26

[Notes to Related Party Transactions]

3,211
－

(2)

(8)

(9)

2020/05/26 11:08:50 / 20635859_野村ホールディングス株式会社_招集通知

Terms of transactions, policies determining terms of transactions, etc.
────────(1) Usage fees related to data processing systems are determined rationally based on the original cost to theCompany.
(2) Interest rates on loans receivable are determined rationally in consideration of market interest rates. The
transaction amounts for loans receivable indicate average monthly balance. No collateral is obtained.
(3) Transaction amounts and balance as of March 31, 2020 do not include the transaction amounts forestablishment of a commitment line with subordinated terms of (4).
(4) The transaction amounts for the establishment of a commitment line with subordinated terms is the amountof the financing limit.
(5) Interest rates on borrowings are determined rationally in consideration of market interest rates.The
transaction amounts for borrowings indicate average monthly balance. No collateral is provided.
(6) Please see "Notes to the Balance sheet" for details. The guarantee rates for each transaction are rationallydetermined in consideration of market rates.
(7) The capital increase with respect to Nomura Europe Holdings plc represents allocation of new shares to ashareholder.
(8) Usage fees related to data processing systems and software are determined for each transaction inconsideration of operating maintenance costs, original costs related to system development and net bookvalue in case of selling, etc.
(9) The Company sold Nomura Research Institute, Ltd. shares at tender offer price in its self-tender offer.
(10) Transaction amounts do not include consumption taxes, etc., and balance as of March 31, 2020 includes
consumption taxes, etc.
[Notes to Per Share Data]
Net assets per share .............................................................................................................
Net income per share ...........................................................................................................

855.09 yen
87.80 yen

[Note to Revenue Recognition]
The primary types of service provided to customers are as follows;
The Company recognizes Royalty fees for the use of the “Nomura” trademark as “Royalty on trademarks” over
the time period of contracts.
Revenue from providing outsourcing services is recognized as “Other operating revenue” over the time periodof contracts.
[Notes to Material Subsequent Event](Grant of Restricted Stock Units)
In May 2020, the Company announced to grant Restricted Stock Units (“RSUs”) to directors, executive
officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSUs is approximately
75 million units (75 million shares equivalent). RSUs are to deliver shares of common stocks of the Company
to grantees from one year to the maximum of seven years after the RSUs are granted.

27[Notes to Related Party Transactions]、[Notes to Per Share Data]、[Note to Revenue Recognition]、[Notes to Material Subsequent Event]