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 May 2024

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

13-1, 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. Amendments to Parts of the "Notice of Convocation of the 120th Annual General Meeting of
Shareholders"
2. (English Translation) Notice of Convocation of the 120th 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: May 31, 2024

By:__ /s/ Yoshifumi Kishida ____________________
Yoshifumi Kishida
Senior Managing Director

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

This document is a translation of the Japanese language original prepared solely for convenience of reference (certain portions of
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.

NOMURAth

Notice of Convocation of the 120 Annual General Meeting of Shareholders
Nomura Holdings, Inc.

Cover

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

To Our Shareholders
I would like to express my sincerest gratitude for your continued support.
The past year was marked by continued uncertainty in the environment, beginning with US regional bank failures
and issues around the US debt ceiling, coupled with monetary tightening by central banks around the world andrising oil prices.
At the start of the second half, US inflation eased and we started to see a pause in the sharp rate hikes of the past
two years. Entering into 2024, we saw an overall good business environment driven by robust trading amongmarket participants.
Interest in the Japanese markets surged amid ending deflation, speculation about a shift in the Bank of Japan’s
monetary policy and structural reforms to boost the profitability of Japanese companies.
In addition, the Nikkei stock average reached an all-time high and the introduction of the new NISA scheme in2024 has prompted a full-fledged shift from savings to asset building.
Against this backdrop, we focused on expanding our business from public to private markets, providing
customized services and solutions to each client as well as offering new asset classes.
We reported higher Group net revenue and income before income taxes of 1,562 billion yen and 273.9 billion yen,respectively, and net income was 165.9 billion yen. Based on our dividend policy, we declared a year-end dividendof 15 yen per share for shareholders of record as of March 31, 2024. Combined with the interim dividend, thistranslates to an annual dividend of 23 yen per share.
In April, we announced our new Nomura Group Purpose: “We aspire to create a better world by harnessing thepower of financial markets”. With the environment expected to undergo increasingly dramatic changes,
expectations towards financial services companies and the roles we play will grow tremendously.
We are committed to supporting the endeavors of our clients and stakeholders, and to continuously challenging
ourselves in order to deliver high value-added solutions.
We believe that the sustainable development of society as a whole will help enhance our corporate value. To
respond to the expectations and trust our clients and stakeholders place in us, we will work together as a Group to
increase our corporate value and achieve our new Purpose.
We look forward to your continued support.

May 2024
Kentaro Okuda
Director, President and Group CEO

1

To Our Shareholders

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(Securities Code: 8604)
May 31, 2024
(Start Date of Electronic Provision Measures May 24, 2024)
To: Shareholders of Nomura Holdings, Inc.
Kentaro Okuda
Director, Representative Executive Officer,
President and Group CEO
Nomura Holdings, Inc.
1-13-1 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 120th Annual General Meeting of Shareholders will be held as described below.
On the occasion of the convocation of this Annual General Meeting of Shareholders, measures for electronic
provision have been taken regarding the information that is the content of the shareholders meeting reference
documents (Electronic Provision Measures Matters), and as they have been posted on the Company’s website as
the “Notice of Convocation of the Annual General Meeting of Shareholders” and “Out of the Documents
Describing the Electronic Provision Measures Matters, Matters not Described in the Documents for Delivery inAccordance With Document Delivery Requests Pursuant to Laws/Regulations and the Articles of Incorporation(Matters Omitted from Documents for Delivery),” please kindly confirm these by accessing the Company’s
website below
The Company’s website

https://www.nomuraholdings.com/investor/shm/

As the Electronic Provision Measures Matters, other than on the website above, are also posted on the website of
the Tokyo Stock Exchange, Inc. (TSE), please kindly confirm these by accessing the TSE’s website below (Listed
Company Search) and entering/searching “Nomura Holdings” for the Issue name (company name) or “8604” forthe code, and by thereafter selecting “Basic information,” “Documents for public inspection/PR information.”
The TSE’s website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Details

1. Date and Time:

10:00 a.m. on Tuesday, June 25, 2024 (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:

2

Notice of Convocation of the Annual General Meeting of Shareholders

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 120th fiscal year (covering the period from April 1, 2023 to March 31,2024).

2.

Report on the financial statements for the 120th fiscal year (covering the period from April 1, 2023 toMarch 31, 2024).

Matter to be Resolved:
Proposal : Appointment of Twelve Directors
4.

Matters Regarding the Exercise of Voting Rights:

1) If there is a repeated exercise of voting rights via electronic or magnetic means (Internet, etc.) and inwriting, the exercise of voting rights via electronic or magnetic means (Internet, etc.) will be consideredvalid.
2) If voting rights are exercised more than once via electronic or magnetic means (Internet, etc.), the last
exercise will be considered valid.
3) In the returned voting form, if there is no indication of being for/against a proposal, this will be treated as
there having been a manifestation of an intent to vote in favor.
4) If voting rights are exercised 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.
Out of the Electronic Provision Measures Matters, with regard to the following matters, pursuant tolaws/regulations and the provisions of Article 25 of the Company’s Articles of Incorporation, they are not statedin the document that will be delivered to shareholders from whom a request for document delivery has been
received. Therefore, the document that will be delivered to shareholders from whom a request for document
delivery has been received, on the occasion of the preparation of the Audit Report, were a part of the objects that
the Audit Committee and Accounting Auditor audited.
1.

2.

“Stocks Acquisition Rights” and “The Content of the Resolution Adopted Regarding the Maintenanceof Structures such as the Structure for Ensuring Appropriate Business Activities and the Summary of
the Status of the Implementation of the Structure” in the Business Report; and“The notes” to the consolidated financial statements

3.

“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 and the TSE’s website indicated above.

3

Notice of Convocation of the Annual General Meeting of Shareholders

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Reference Materials for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal : Appointment of Twelve Directors
As of the conclusion of this General Meeting, the term of office of all thirteen directors will expire. Therefore, basedon the decision of the Nomination Committee, the Company requests the appointment of twelve directors, including
one new director nominee. Of the twelve nominees (three are female nominees), eight are outside director nominees,
and the two director nominees who will concurrently serve as executive officers are Kentaro Okuda and Yutaka
Nakajima.
The nominees are as follows:
No.

Name

Positions in the Company

Attendance Record
at Board of Directors(Year ended March 2024)

Koji Nagai
1

Non-Executive Director
Reappointment

Kentaro Okuda
2

Executive Officer
Reappointment

Yutaka Nakajima
3

Executive Officer
Reappointment

Shoji Ogawa
4

Non-Executive Director
Reappointment

Chairman of the Board of Directors
Member of the Nomination Committee
Member of the Compensation Committee
Representative Executive Officer and PresidentGroup CEO

Representative Executive Officer and Deputy
President

Outside Director, Independent Director

6Outside Director, Independent Director
Reappointment

Outside Director, Independent Director

Member of the Audit Committee
Member of the Board Risk Committee(scheduled to step down in June)100%(11/11 meetings)

Member of the Board Risk Committee

100%(11/11 meetings)

Member of the Board Risk Committee

100%(11/11 meetings)

Member of the Nomination Committee
Member of the Compensation Committee

100%(11/11 meetings)

Member of the Board Risk Committee

100%(9/9 meetings)

Patricia Mosser
Outside Director, Independent Director
Reappointment

Takahisa Takahara
9Outside Director, Independent Director
Reappointment

Miyuki Ishiguro
10Outside Director, Independent Director
Reappointment

Masahiro Ishizuka
11

Outside Director, Independent Director
Reappointment

Taku Oshima
12

Outside Director, Independent Director
New Appointment

Member of the Audit Committee (slated to be
Chairman)Member of the Nomination Committee (slated
to be Chairman)
Member of the Compensation Committee(slated to be Chairman)

4

Appointment of Twelve Directors*attended all meetings of the Board of Directorsthat were held after his assumptionof the office of director.

100%(11/11 meetings)

Reappointment

8100%(9/9 meetings)

Chairperson of the Board Risk Committee

J. Christopher Giancarlo
7100%(11/11 meetings)

100%(11/11 meetings)

Reappointment

Victor Chu(11/11 meetings)

Member of the Audit Committee (Full-Time)
Member of the Board Risk Committee

Laura Simone Unger
5100%*attended all meetings of the Board of Directorsthat were held after her assumptionof the office of director.

100%(9/9 meetings)*attended all meetings of the Board of Directorsthat were held after his assumptionof the office of director.

(New Appointment)

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Audit Committee

Nomination Committee

7

ChairmanCompensation Committee

13

Year ended
March 2024

Chairman

Full-Time

11

Year ended
March 2024

Board Risk Committee

5

Chairperson

Year ended
March 2024

ChairmanYear ended
March 2024

:Outside Director:Inside Director(Non-Executive Director)

Skill
Internal Control(including Risk
Management)

Name

Corporate
Management

International
Business

Financial
Industry

Koji Nagai

✓

✓

✓

✓

Kentaro Okuda

✓

✓

✓

✓

Yutaka Nakajima

✓

✓

✓

✓

Shoji Ogawa

✓

✓

✓

Laura Simone Unger

✓

✓

✓

✓

Accounting/
Financial

Legal Systems/
Regulations

Digital(IT)/DX

Victor Chu

✓

✓

✓

✓

✓

J. Christopher
Giancarlo

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Patricia Mosser

Takahisa Takahara

✓

✓

✓

✓

Masahiro Ishizuka

✓

✓

✓

✓

✓

5

Appointment of Twelve Directors✓✓

Miyuki Ishiguro

Taku Oshima

Sustainability2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

1.

Koji Nagai(Jan. 25, 1959)

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

Chairman of the Board of
Directors
Member of the Nomination
Committee
Member of theCompensation Committee
Non-Executive Director
Reappointment
Attendance at Meetings ofthe Board of Directors:
11/11

Joined 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.

Attendance at Meetings of (Reasons for designation as a director nominee and expected role)
the Nomination Committee:
Mr. Nagai has held positions including Director, Representative Executive Officer &7/7Group 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.
Attendance at Meetings of
The Company has designated Mr. Nagai as a director nominee with the expectation that,
the Compensationby having Mr. Nagai, who is well-versed in the business of the Nomura Group, serve as
Committee:
the chair of meetings of the Board of Directors as Chairman of the Board of Directors,
11/11
the quality of discussions at meetings of the Board of Directors will be enhanced, andmeetings of the Board of Directors will be operated effectively and efficiently.
Number of shares held:If his reappointment is approved, he is slated to continue serving as a member of the492,942 shares of common
Nomination Committee and a member of the Compensation Committee after thisstock
Annual General Meeting of Shareholders.
Mr. Nagai does not concurrently serve as an executive officer and is a non-executive
director.

6

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知2.

Kentaro Okuda(Nov. 7, 1963)

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

Representative Executive
Officer and PresidentGroup CEO
Executive Officer
Reappointment
Attendance at Meetings ofthe Board of Directors:
11/11
Number of shares held:
359,747 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.)
Jun. 2020
Director, Representative Executive Officer, President & Group CEO of
the Company (concurrently Representative Director of Nomura
Securities Co., Ltd.)
Jun. 2021
Director, Representative Executive Officer, President & Group CEO 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 and expected role)
Mr. Okuda has held positions including Executive Managing Director and Deputy
President, Group Co-COO of the Company and Director, Executive Managing Director
and Deputy President of Nomura Securities Co., Ltd., and currently serves as Director,
Representative Executive Officer, President & Group CEO of the Company and
Representative Director and President of Nomura Securities Co., Ltd.
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, understanding the business execution status and the status of the Company will
become straightforward for the Board of Directors, and their management oversightfunction can be exercised more effectively.

7

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

3.

Yutaka Nakajima( Aug .2, 1965)

Apr. 1988
Apr. 2011
May 2015
Apr. 2016
Apr. 2017
Representative Executive
Officer and Deputy
President

Apr. 2018

Executive Officer
Reappointment

Apr. 2019

Attendance at Meetings ofthe Board of Directors:
9/9

Apr. 2021(Number of meetings held after
assumption of office.)

Apr. 2023

Number of shares held:
652,919 shares of common
stockJun. 2023

Joined the Company
Senior Managing Director of Nomura Securities Co., Ltd.
Senior Managing Director of the Company
Senior Managing Director of the Company (concurrently SeniorCorporate Managing Director of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company (concurrently Executive
Managing Director and Senior Corporate Managing Director of Nomura
Securities Co., Ltd.)
Senior Managing Director of the Company (concurrently Executive
Managing Director and Executive Vice President of Nomura Securities
Co., Ltd.)
Senior Managing Director of the Company (concurrently Director andExecutive Vice President of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company (concurrently Representative
Director and Deputy President of Nomura Securities Co., Ltd.)
Representative Executive Officer and Deputy President of the Company(concurrently Representative Director and Deputy President of Nomura
Securities Co., Ltd.)
Director, Representative Executive Officer and Deputy President of theCompany (concurrently Representative Director and Deputy President of
Nomura Securities Co., Ltd.) (Current)(Significant concurrent positions)Representative Director and Deputy President of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee and expected role)
Mr. Nakajima has held positions including Head of Global Markets, Senior Managing
Director of the Company and Representative Director and Deputy President of Nomura
Securities Co., Ltd., and currently serves as Director, Representative Executive Officer
and Deputy President 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, understanding the business execution status and the status of the Company will
become straightforward for the Board of Directors, and their management oversightfunction can be exercised more effectively.

8

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知4.

Shoji Ogawa(Aug. 9, 1964)

Apr. 1987
Apr. 2007

Member of the Audit
Committee (Full-Time)
Member of the Board Risk
Committee
Non-Executive Director
Reappointment
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at Meetings of
the Audit Committee:
13/13
Attendance at Meetings ofthe Board Risk Committee:
5/5
Number of shares held:
48,429 shares of common
stockJoined the Company
Head of Investment Banking Strategic Planning Dept. of Nomura
Securities Co., Ltd.
Oct. 2008
Head of Capital Markets Dept. and Capital Solutions Dept. of Nomura
Securities Co., Ltd.
Jul. 2009
Head of Capital Markets Dept. of Nomura Securities Co., Ltd.
Apr. 2012 Head of Investment Banking Strategic Planning Dept. of Nomura
Securities Co., Ltd.
Jul. 2013
Head of Office of Audit Committee of the Company (concurrently Headof Office of Audit Committee of Nomura Securities Co., Ltd.)
Aug. 2016 Head of Office of Non-Executive Directors and Audit Committee of theCompany (concurrently Head of Office of Non-Executive Directors andAudit Committee of Nomura Securities Co., Ltd.)
Apr. 2017 Senior Managing Director and Group Internal Audit of the Company(concurrently Senior Managing Director and Internal Audit of Nomura
Securities Co., Ltd.)
Apr. 2021 Advisor of the Company
Jun. 2021
Director of the Company (Current)(Significant concurrent positions)
Corporate Auditor of Nomura Asia Pacific Holdings Co., Ltd
Non-Executive Director of Nomura Holding America Inc.
Non-Executive Director of Instinet Incorporated(Reasons for designation as a director nominee and expected role)
Mr. Ogawa has held positions including Head of Office of Audit Committee, Head of
Office of Non-Executive Directors and Audit Committee and Senior Managing Director
and Group Internal Audit of the Company, and he has extensive experience andknowledge in the governance, internal control and internal audit field of the Nomura
Group.
If his reappointment is approved, he is slated to continue serving as a full-time memberof the Audit Committee and a member of the Board Risk Committee after this Annual
General Meeting of Shareholders. The Company has designated Mr. Ogawa as adirector nominee with the expectation that, by adding Mr. Ogawa, who is well-versed in
the business of the Nomura Group, to the Audit Committee, the effectiveness of audits
by the Audit Committee will be enhanced.
Mr. Ogawa does not concurrently serve as an executive officer and is a non-executive
director.

9

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Outside Director Nominees (Nominee Numbers 5 to 12)
All eight 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 nothave any danger of having conflicts of interest with general shareholders in accordance with the rules of the Tokyo
Stock Exchange, Inc.).
(Reference) “Independence Criteria” for Outside Directors of Nomura Holdings, Inc.
Outside Directors of Nomura Holdings, Inc. (the “Company”) shall satisfy the requirements set forth below tomaintain their independence from the Nomura Group (*1).
1. The person, currently, or within the last three years, in principle, 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 theCompany:A)Executive (*2) of another company where any Executive of the Company serves as a director or officerof that company;
B)Major shareholder of the Company (directly or indirectly holding more than 10% of the voting rights) or
Executive of such major shareholder; orC)Partner of the Company’s Accounting Auditor or employee of such firm who works on the Company’s
audit.
(2) A person who is a Major Lender (*3) of the Nomura Group or an executive of a Major Lender of the
Nomura Group, or a person who is a person for whom the Nomura Group is a Major Lender or an
executive of an organization for whom the Nomura Group is a Major Lender.
(3) A person who is a Major Business Partner (*4) of the Nomura Group or an executive (including a partnerof a professional services firm, etc.) of a Major Business Partner of the Nomura Group, or a person who isa person for whom the Nomura Group is a Major Business Partner or an executive (including a partner of aprofessional services firm, etc.) of an organization for whom the Nomura Group is a Major Business
Partner.
(4) A person receiving compensation from the Nomura Group of more than 10 million yen (an amountequivalent to US $120,000 in the case of foreign currency) per year, excluding director/officer
compensation.
(5) An executive of an institution receiving more than a Certain Amount of Donation (*5) from the Company.
2. The person’s spouse, relatives within the second degree of kinship or anyone who lives with the person shallnot 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. (*6)(Notes)*1: Nomura Group shall mean the Company and the Company’s subsidiaries listed as significant subsidiaries in theBusiness Report of the Company.
*2: Executive shall mean Executive Directors (gyoumu shikkou torishimariyaku), Executive Officers (shikkouyaku) and
important employees (jyuuyou na shiyounin), including Senior Managing Directors (shikkouyakuin), etc.
*3: Major Lender shall mean a lender from which the borrower has borrowed an amount equal to or greater than 2%(excluding borrowings that are not material in terms of fungibility, repayment potential, etc.) of the consolidated total
assets of the borrower.
*4: Major Business Partner shall mean a business partner whose transactions with the other party exceed 2%（excludingtransactions that are not material, such as those conducted under general conditions）of such business partner’s
consolidated gross revenues in the last completed fiscal year.
*5: Certain Amount of Donation shall mean a donation that exceeds 10 million yen (an amount equivalent to US $120,000
in the case of foreign currency) per year or 2% of the donee institution’s gross revenues or ordinary income,whichever is larger.
*6: The matters listed in 1. (1) C) shall not apply if the person is not a member of the Audit Committee, and the Company’s
accounting auditor has determined that such relationship does not affect their independence as the Company's
accounting auditor.

End.

10

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知5.

Laura Simone Unger
Jan. 1988
Oct. 1990

Chairperson of theBoard Risk Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:6 years
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at the Board
Risk Committee:
5/5
Number of shares held:(1,000 ADRs (*))

Nov. 1997
Feb. 2001
Jul. 2002
May 2003
Aug. 2004
Jan. 2010
Dec. 2010
Nov. 2014
Jun. 2018(Jan. 8, 1961)

Enforcement Attorney of the U.S. Securities and Exchange Commission(‟SEC”)
Counsel of the U.S. Senate Committee on Banking, Housing and Urban
Affairs
Commissioner of the SEC
Acting Chairperson of the SEC
Regulatory Expert of CNBC
Independent Consultant of JPMorgan Chase & Co.
Independent Director of CA Inc.
Special Advisor of Promontory Financial Group
Independent Director of CIT Group Inc.
Independent Director of Navient Corporation
Outside Director of the Company (Current)(Significant concurrent positions)
Independent Director of Nomura Holding America Inc.
Independent Director of Nomura Securities International, Inc.
Independent Director of Nomura Global Financial Products Inc.
Independent Director of Instinet Holdings Incorporated(Reasons for designation as an outside director nominee and expected role)
Ms. Unger, including the holding of the positions of Commissioner and Acting
Chairperson of the SEC in the past, is well-versed in finance-related legal
systems/regulations, and such achievements and related insights have been evaluatedhighly 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 such 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.
If her reappointment is approved, she is slated to continue serving as a member of theBoard Risk Committee (Chairperson) after this Annual General Meeting of
Shareholders.

*American Depositary Receipts

11

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知6.

Victor Chu(Jun. 20, 1957)

Dec. 1982
Jan. 1988
Oct. 1988
Jun. 1992
Member of the Audit
Committee
Member of the Board Risk
Committee(Scheduled to step downin June)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:
11/13
Attendance at the Board
Risk Committee:
3/5Aug. 2003
Apr. 2018
Jun. 2021

Solicitor of the Supreme Court, Hong Kong
Chairman and Chief Executive Officer of First Eastern Investment Group(Current)
Director and Council Member of the Hong Kong Stock Exchange
Advisory Committee Member of the Securities and Futures Commission,
Hong Kong
Foundation Board Member of the World Economic Forum
Independent Director of Airbus SE (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
Chairman and Chief Executive Officer of First Eastern Investment Group
Chair of Council, University College London
Co-Chair, International Business Council of the World Economic Forum
Independent Director of Airbus SE(Reasons for designation as an outside director nominee and expected role)
Mr. Chu established First Eastern Investment Group, an international investmentcompany, and apart from serving as its Chairman and CEO for many years, has held key
positions in Hong Kong financial circles, such as key positions the Hong Kong Stock
Exchange and Securities and Futures Commission, Hong Kong. He has extensive
experience with respect to corporate management and the finance industry, and also hasa high degree of expertise with regard to law, regulation, and corporate governance, andsuch achievements and related insights have been evaluated highly both within andoutside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply such 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.
If his reappointment is approved, he is slated to continue serving as a member of the
Audit Committee after this Annual General Meeting of Shareholders.

Number of shares held:
0 shares of common stock12

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

7.

J. Christopher Giancarlo

Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:3 years
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at the Board
Risk Committee:
5/5
Number of shares held:
0 shares of common stock

Sep. 1984
Oct. 1985
Jan. 1992
Sep. 1997
Apr. 2000
Apr. 2001
Jun. 2014
Jan. 2017
Oct. 2019
Jan. 2020
Jun. 2021(May 12, 1959)

Associate Attorney of Mudge Rose Guthrie Alexander & Ferdon
Associate Attorney of Curtis, Mallet-Prevost, Colt & Mosle
Attorney, Founding Partner of Giancarlo & Gleiberman
Attorney, (Equity) Partner of Thelen Reid Brown Raysman & Steiner
Vice President and Legal Counsel of Fenics Software
Executive Vice President of GFI Group Inc.
Commissioner of the U.S. Commodity Futures Trading Commission
Chairman of the U.S. Commodity Futures Trading Commission
Independent Director of the American Financial Exchange
Senior Counsel of Willkie Farr & Gallagher LLP (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
Senior Counsel of Willkie Farr & Gallagher LLP
Chair of the Board of Directors of Digital Dollar Project
Independent Director of Digital Asset Holdings, LLC
Independent Director of Nomura Securities International, Inc.
Independent Director of Nomura Global Financial Products Inc.
(Reasons for designation as an outside director nominee and expected role)
Mr. Giancarlo, including the holding in the past of positions such as Executive Vice
President of GFI Group Inc., a U.S. securities brokerage company, and Chairman of the
U.S. Commodity Futures Trading Commission, is well-versed in finance-related legal
systems/regulations and advanced technologies such as blockchain, and suchachievements 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 such 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.
If his reappointment is approved, he is slated to continue serving as a member of theBoard Risk Committee after this Annual General Meeting of Shareholders.

13

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

8.

Patricia Mosser(Feb. 14, 1956)

Jul. 1986
Jan. 1991
Nov. 2006

Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:3 years
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at the Board
Risk Committee:
5/5
Number of shares held:(100 ADRs (*))

Jan. 2007
Jun. 2007
Jan. 2009
Oct. 2013
Oct. 2013
Jun. 2015

Jun. 2021

Assistant Professor, Economics Department, Columbia University
Economist and Vice President of the Federal Reserve Bank of New York(FRBNY)
Senior Vice President, FRBNY, Member of the FX Forum, Executive
Meeting of East Asia and Pacific (EMEAP) Central Banks, Bank forInternational Settlements
Board Member of the American Economic Association’s Committee on
the Status of Women in the Economics Profession
Member of the Markets Committee, Bank for International Settlements
Acting Systemic Open Market Account Manager for the Federal Open
Market Committee (FOMC)
Deputy Director of the Office of Financial Research (OFR), U.S.
Treasury Department
Member of the Deputies Committee of the Financial Stability OversightCouncil (FSOC)
Senior Research Scholar and Director of Central Banking and Financial
Policy at Columbia University’s School of International and Public
Affairs (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
Senior Research Scholar
Director of the MPA Program in Economic Policy Management
Director of Central Banking and Financial Policy*All positions at Columbia University, School of International and Public Affairs
Independent Director of Nomura Holding America Inc.
(Reasons for designation as an outside director nominee and expected role)
Ms. Mosser, apart from her current holding of positions such Senior Research Scholar
and Director of Central Banking at Columbia’s School of International and Public
Affairs, including the holding in the past of positions such as Deputy Director of the
Office of Financial Research at U.S. Treasury Department and Senior Vice President of
the FRBNY, has many years of experience as an economist and central banker, and suchachievements 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 such 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.
If her reappointment is approved, she is slated to continue serving as a member of theBoard Risk Committee after this Annual General Meeting of Shareholders.

*American Depositary Receipts

14

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

9.

Takahisa Takahara
Apr. 1986
Apr. 1991
Jun. 1995
Apr. 1996

Member of theNomination Committee
Member of theCompensation Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:3 years

Jun. 1997
Apr. 1998
Oct. 2000
Jun. 2001
Jun. 2004
Jun. 2021(Jul. 12, 1961)

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Joined Unicharm Corporation
Director of Unicharm Corporation
Director, General Manager of Procurement Division and Deputy General
Manager of International Division of Unicharm Corporation
Senior Director of Unicharm Corporation
Senior Director, General Manager of Feminine Hygiene Business
Division of Unicharm Corporation
Senior Director, Responsible for Management Strategy of Unicharm
Corporation
Representative Director, President of Unicharm Corporation
Representative Director, President & CEO of Unicharm Corporation(Current)
Outside Director of the Company (Current)(Significant concurrent positions)Representative Director, President & CEO of Unicharm Corporation
Outside Director of Sumitomo Corporation(Reasons for designation as an outside director nominee and expected role)
Mr. Takahara, including his current holding of the position of Representative Director,
President & CEO of Unicharm Corporation, has extensive experience with respect tocorporate management, and such achievements and related insights have been evaluatedAttendance at Meetings of highly both within and outside of the Company.
the Nomination Committee: The Company has designated him as an outside director nominee with the expectationthat he will continue to apply such extensive experience and high level of independence
7/7
to perform a full role as an outside director in determining important managerial matters
Attendance at Meetings of and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of thethe Compensation
Nomination Committee and a member of the Compensation Committee after thisCommittee:
Annual General Meeting of Shareholders.
11/11
Attendance at Meetings ofthe Board of Directors:
11/11

Number of shares held:
881 shares of common stock15

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

10. Miyuki Ishiguro(Oct. 26, 1964)

Apr. 1991

Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:1 yearAttendance at Meetings ofthe Board of Directors:
9/9(Number of meetings held after
assumption of office.)

Attendance at Meetings ofthe Board Risk Committee:
5/5
Number of shares held:
0 shares of common stock

Registered as an Attorney-at-Law and Joined Tsunematsu Yanase &Sekine (currently Nagashima Ohno & Tsunematsu)
Jan. 1999
Partner of Tsunematsu Yanase & Sekine
Jan. 2000
Partner of Nagashima Ohno & Tsunematsu(Current)
Oct. 2004
Visiting Professor, Columbia Law School
May 2015 Secretary General of the Inter-Pacific Bar Association (IPBA)
Feb. 2016 Council Member of the Radio Regulatory Council (Ministry of Internal
Affairs and Communications)Apr. 2016 Council Member of the Management Council of Hitotsubashi University
Apr. 2018 Vice President of the Tokyo Bar Association
Jun. 2023
Outside Director of the Company (Current)
Apr. 2024 President of the Inter-Pacific Bar Association (IPBA) (Current)(Significant concurrent positions)

Partner of Nagashima Ohno & Tsunematsu
Outside Audit & Supervisory Board Member, Lasertec Corporation
Outside Audit & Supervisory Board Member, Benesse Holdings, Inc.
President of the Inter-Pacific Bar Association (IPBA)(Reasons for designation as an outside director nominee and expected role)
Ms. Ishiguro, including her current holding of positions such as Partner of Nagashima
Ohno & Tsunematsu and President of the Inter-Pacific Bar Association (IPBA), which
is an international association of business and commercial lawyers, and from her many
years of experience as an attorney, she is well-versed in legal systems/regulations inareas such as finance and capital markets, 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 such 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.
If her reappointment is approved, she is slated to continue serving as a member of theBoard Risk Committee after this Annual General Meeting of Shareholders.
(Supplementary note regarding independence)

Although she serves as a partner of Nagashima Ohno & Tsunematsu, the amount oftransactions between Nagashima Ohno & Tsunematsu and the Company in fiscal 2023
was less than 1% of Nagashima Ohno & Tsunematsu 's sales.

16

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

11. Masahiro Ishizuka(Apr. 21, 1960)

Oct. 1984
Apr. 1988
Jun. 1997
Jan. 1998
Oct. 2004

Member of the Audit
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:1 yearAttendance at Meetings ofthe Board of Directors:
9/9(Number of meetings held after
assumption of office.)

Attendance at Meetings of
the Audit Committee:
9/9(Number of meetings held after
assumption of office.)

Number of shares held:
2,600 shares of common
stockJoined Deloitte Haskins and Sells International (*1)
Registered as a Certified Public Accountant
Partner of Tohmatsu & Co. (*1)
Deloitte & Touche LLP based in New York
Head of Audit and Technology Dept. of Business Administrative
Division, of Tohmatsu & Co. (*1)
Aug. 2010 Vice Chairman of the Audit Standards Committee of the JapaneseInstitute of Certified Public Accountants
Oct. 2010
Head of Office of Manual, of Quality Administrative Division, of
Deloitte Touche Tohmatsu LLC
Nov. 2015 The Board Member of Deloitte Tohmatsu LLC
Jun. 2017
Executive Officer, General Manager of the Reputation Quality Risk
Management Division of Deloitte Tohmatsu LLC and Deloitte Touche
Tohmatsu LLC
Jun. 2022
Ethics Officer of Deloitte Tohmatsu Group
Jun. 2023
Outside Director of the Company (Current)(Significant concurrent positions)
Director of Nomura Securities Co., Ltd. (*2)
(Reasons for designation as an outside director nominee and expected role)
Mr. Ishizuka has held positions such as Vice Chairman of the Audit Standards
Committee of the Japanese Institute of Certified Public Accountants and Executive
Officer, General Manager of the Reputation Quality Risk Management Headquarters of
Deloitte Tohmatsu LLC and Deloitte Touche Tohmatsu LLC. In addition, he is wellversed in international accounting systems from his many years of experience as a
Certified Public Accountant, and has a high degree of expertise with regard tointernational accounting systems corresponding to a Sarbanes-Oxley Act of 2002
financial expert, and such achievements and related insights have been evaluated highlyboth within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply such 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.
If his reappointment is approved, he is slated to continue serving as a member of the
Audit Committee after this Annual General Meeting of Shareholders, and will serve as
Chairman of the Audit Committee from this year.
(Supplementary note regarding independence)

He served as a partner of Deloitte Touche Tohmatsu LLC until the end of May
2023. The amount of transactions between Deloitte Tohmatsu Group including
Deloitte Touche Tohmatsu LLC and the Company in fiscal 2023 was less than 1%of the group's sales.
(*1) Each of the corporations is currently Deloitte Touche Tohmatsu LLC(*2) Mr. Ishizuka, at Nomura Securities Co., Ltd., is a non-executive director and isscheduled to serve as a member of the Audit and Supervisory Committee(Chairman) after this year’s Annual General Meeting of Shareholders of Nomura
Securities Co., Ltd. Since he is an outside director of the Company, in accordancewith 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.

17

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

12. Taku Oshima(Jul. 14, 1956)

Mar. 1980
Jun. 2007
Jun. 2011
Jun. 2014
Apr. 2021

Joined NGK INSULATORS, LTD.
Corporate Officer of NGK INSULATORS, LTD.
Corporate Executive Officer of NGK INSULATORS, LTD.
President and Representative Director of NGK INSULATORS, LTD.
Chairman and Representative Director of NGK INSULATORS, LTD.
(Current)(Significant concurrent positions)

Chairman and Representative Director of NGK INSULATORS, LTD. (*)
Outside Director of Central Japan Railway Company
Chairman of Aichi Employers’ Association
Outside Director of Toho Gas

Outside Director,
Independent Director
New Appointment
Number of shares held:
0 shares of common
stock(Reasons for designation as an outside director nominee and expected role)
Mr. Oshima has held positions including President and Representative Director of NGKINSULATORS, LTD., and has extensive experience with respect to corporate
management, and such achievements and related insights have been evaluated highlyboth within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will apply such 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 appointment is approved, he is slated to serve as a member of the Nomination
Committee (Chairman) and a member of the Compensation Committee (Chairman) after
this Annual General Meeting of Shareholders.

(*) Mr. Oshima holds the authority to execute business operations under theCompanies Act as President and Representative Director of NGK INSULATORS,
LTD. However, according to the company's website (Corporate Information >Corporate Governance > Committees on Corporate Governance), it states that
“The chair of the Board of Directors is a non-executive director.” Additionally, he
is not a member of the company's Executive Committee (the body that deliberates
necessary matters to assist the president in making decisions.).

18

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(Notes)1. The Company has put in place three committees (the nomination, audit, and compensation committees) and adopted a
corporate governance structure that separates management’s oversight functions from business execution functions(Company with Three Board Committees). As the execution of the business of the Company, 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 perform mainly an oversight function.
2. There are no special interests between the Company and each of the twelve nominees.
3. The Company has entered into agreements to limit liability for damages set forth in Paragraph 1, Article 423 of theCompanies Act (limitation of liability agreements) with each of the following director nominees: Mr. Shoji Ogawa,Ms. Laura Simone Unger, Mr. Victor Chu, Mr. J. Christopher Giancarlo, Ms. Patricia Mosser, Mr. Takahisa Takahara,
Ms. Miyuki Ishiguro and Mr. Masahiro Ishizuka. Liability under each such agreement is limited to either 20 million
yen or the amount prescribed by laws and regulations, whichever is greater. If each nominee is reappointed at thisAnnual General Meeting of Shareholders, the Company is planning to maintain the limitation of liability agreements
stated above with each of them. Further, if the director nominee Mr. Taku Oshima is appointed as a director, theCompany is planning to enter into the limitation of liability agreement stated above with him.
4. The Company has entered into directors and officers liability insurance contracts set forth in Paragraph 1, Article
430-3 of the Companies Act with insurance companies, which include the eleven director nominees for reappointment
as insured persons. Under such insurance contracts, there will be an indemnification of losses, such as compensation
for damages and litigation costs, incurred by an insured person due to a claim for loss or damage caused by an act(including an omission) carried out on the basis of the position, such as director or officer, held by the insured personat the Company, and all insurance premiums of insured persons have been entirely borne by the Company. However,there are certain exclusions applicable to such insurance contracts such as losses caused by a deliberately fraudulent or
dishonest act of individuals such as directors/officers. In addition, if the one director nominee for new appointment isapproved, this nominee will be included as insured persons under such insurance contract.
At the time of contract renewal during the term of office, such insurance contracts are scheduled to be renewed withsimilar content.
End.

19

Appointment of Twelve Directors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知[English Translation]thReport for the 120 Fiscal Year
From April 1, 2023 to March 31, 2024

I. Current State of Nomura Group
1. Fundamental Management Policy and Structure of Business Operations(1) Fundamental Management Policy① Fundamental Management Policy
In Fundamental Management Policy formulated by the Board of Directors, our company has set thefollowing Management Vision and Basic Vision of Group Management.

Fundamental Management Policy of Nomura Holdings, Inc.
(Management Vision)
Nomura Group’s management vision is to enhance its corporate value by deepening
society’s trust in the firm and increasing satisfaction of stakeholders, including that ofshareholders and clients.
As a global investment bank, the Company will provide high value-added solutions toclients globally, and recognizing its wider social responsibility, the Company will continue tocontribute to the economic growth and development of society.
To enhance its corporate value, the Company utilizes return on equity (“ROE”) as amanagement indicator and will strive for sustainable business transformation.
(Basic Vision of Group Management)(1) Nomura Group will establish its modernized growth model by itself through realizing
expansion of its business in new domains. Nomura Group will also establish earning
structure not subject to market condition with proper cost control and risk management.
(2) Nomura Group will aim to serve its customers at the highest level in every investment, by
paying thorough attention to the needs of its customers and the market and by providing
its customers with highly value-added solutions in financial and capital markets.
(3) Nomura Group will emphasize compliance with applicable laws and regulations andproper corporate behavior to carry out compliance and conduct risk management in daily
business operations. Each company of Nomura Group shall respect customers’ interestsand comply with applicable laws and regulations relating to the business.
(4) Nomura Group seeks to ensure effective management oversight and increase
management transparency.
(5) Nomura Group will contribute to expanding securities markets through daily businessand continuously engage in educational activities regarding investment in order tobroaden participation in the securities market.

② Purpose
Nomura Holdings, Inc. will celebrate its 100th anniversary in December 2025. Nomura is dedicated to thetenets embodied in its Founder's Principles and the unwavering values ingrained in its Corporate Philosophy.
As it looks to the next one hundred years, Nomura formulated its new Group Purpose that will underpin groupmanagement:
PurposeWe aspire to create a better world by harnessing the power of financial markets

Amid a complex and rapidly changing environment, Nomura will continue to leverage its knowledge andexpertise to deliver added value and create a better world through the financial markets. The new Group
Purpose articulates Nomura's strong resolve to work together with various stakeholders to build a better future,and its determination to continue taking on new challenges to become the best company for its clients and otherstakeholders.

20

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知③ Management Vision
Our diverse businesses rely on the trust of our clients and all stakeholders. We recognize that raising ourcorporate value and ensuring sustainable growth of society as a whole are closely linked together. This is why
our Management Vision is to achieve sustainable growth by helping resolve social issues. In May 2024, we
formulated its new Management Vision, "Reaching for Sustainable Growth," with the aim of promoting its
management strategy in line with the newly formulated Purpose.
(2) Structure of Business Operations
Nomura Group’s divisions are comprised of three divisions (Retail Division*, Investment Management Division
and Wholesale 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 thesebusiness divisions, and fully demonstrating Nomura Group’s comprehensive capabilities.
*Retail Division has been renamed to Wealth Management Division, effective April 1, 2024.

21

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

2. Progress and Results of the Nomura Group’s Business Activities(1) Summary
During the fiscal year ended March 31, 2024, the global inflation caused by the resumption of economic
activities from the pandemic had been somewhat stabilized, thereby movements seeking the timing of the end of
the monetary tightening led by the U.S. Federal Reserve (Fed) and other major central banks become visible.
Toward the end of December in 2023, as an earlier rate cut by Fed was priced in, U.S. interest rates declined while
U.S. stock prices rose. Yet, towards the end of the fiscal year ended March 31, 2024, these expectations were
somewhat dampened by the strength of the U.S. economy and the persistence of inflationary pressures.
Global economic fundamentals showed resilience, with the U.S. economy growing at an average annual rate ofabout 4% in the second half of 2023, while stagnation persisted in the Eurozone and China.
In Japan, Kazuo Ueda assumed the post of Governor of the Bank of Japan in April 2023, and expectations for arevision of the large-scale monetary easing policy were further strengthened in May 2023, when the classificationof COVID-19 under the Prevention of Infectious Diseases Act was changed and economic activity was expected toresume in earnest. On two occasions, in July and October 2023, the Bank of Japan made a decision to make theyield of 10yr JGBs more flexible under the policy of controlling long and short term interest rates. Expectations forthe realization of a virtuous cycle of wages and prices, which is a condition for the Bank of Japan to lift themonetary easing, and expectations that it may as well structurally fortify the earning power of Japanese companies,
are gradually growing. Under these circumstances, the Nikkei 225 Stock Average reached the 40,000 yen level forthe first time on March 4, 2024, mainly supported by overseas investors buying Japanese stocks.
We reported higher net revenue and pretax income in all business segments for the full year period,
demonstrating the strength of our Japan client franchise and global network amid growing interest in the Japanesemarkets. We delivered a solid performance across divisions and regions. In Retail, this was underpinned by the
successful realignment of our people at the start of the fiscal year, while Wholesale booked a marked increase in
Investment Banking revenues.
We posted net revenue of 1,562.0 billion yen for the year ended March 31, 2024, an increase of 17.0% from theprevious fiscal year. Non-interest expenses increased by 8.6% to 1,288.2 billion yen, income before income taxes
was 273.9 billion yen, and net income attributable to the shareholders of Nomura Holdings, Inc. was 165.9 billion(1)yen. ROE was 5.1%. EPS for the year ended March 31, 2024 was 52.69 yen, an increase from 29.74 yen for theyear ended March 31, 2023. We have decided to pay a dividend of 15 yen per share to shareholders of record as ofMarch 31, 2024. As a result, the total annual dividend will be 23 yen per share.
(Note):
1. Diluted net income attributable to Nomura Holdings, Inc. shareholders per share.
Consolidated Financial Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

March 31, 2023 (A)March 31, 2024 (B)1,363.9
1,137.3

1,335.6
1,186.1

1,562.0
1,288.2

17.0
8.6

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

226.6
80.1

149.5
57.8

273.9
96.6

83.2
67.2

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

146.5

91.7

177.2

93.3

3.5

(1.1)

11.4

－

Net income attributable to NHI shareholders ..........................

143.0

92.8

165.9

78.8

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

5.1%

3.1%

5.1%

－

Net revenue ..............................................................................
Non-interest expenses ..............................................................
Income before income taxes ....................................................

Less: Net income (loss) attributable to noncontrollinginterests .......

22

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Revenue distribution
For the year ended March 31, 2024
Other

RetailNet revenue
149.7 billion yen
Income before income
taxes
47.4 billion yen
WholesaleNet revenue
402.4 billion yen
Income before income
taxes
122.7 billion yen

Segment total
1,572.3 billion yen

Net revenue
866.1 billion yen
Income before income
taxes
53.9 billion yen

Investment Management
Net revenue
154.1 billion yen
Income before income
taxes
60.2 billion yen(2) Segment Information
We report our operations and business results by reporting segment that corresponds to the following three*divisions: Retail , Investment Management and Wholesale.
* Retail Division has been renamed to Wealth Management Division, effective April 1, 2024.
Business Segment Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

March 31, 2023 (A)March 31, 2024 (B)Non-interest expenses ..............................................................

1,358.3
1,137.3

1,365.8
1,186.1

1,572.3
1,288.2

15.1
8.6

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

221.0

179.7

284.2

58.1

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

Net revenue(Billions of yen)

1,572.3

1,358.3

1,365.8

March 31,2022

March 31,2023

March 31,2024

In business segment totals, which exclude a part of unrealized gain (loss) on investments in equity securities held
for operating purposes, net revenue for the fiscal year ended March 31, 2024 was 1,572.3 billion yen, an increase of
15.1% from the previous year. Non-interest expenses for the fiscal year ended March 31, 2024 increased by 8.6%
from the previous year to 1,288.2 billion yen. Income before income taxes was 284.2 billion yen for the fiscal year
ended March 31, 2024, an increase of 58.1% from previous year.

23

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Operating Results of RetailBillions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

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

March 31, 2023 (A)March 31, 2024 (B)Non-interest expenses ..............................................................

328.0
268.7

300.2
266.7

402.4
279.7

34.0
4.9

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

59.2

33.5

122.7

266.2

Net revenue(Billions of yen)

402.4

328.0

300.2

March 31,2022

March 31,2023

March 31,2024

In our Retail Division, net revenue for the year ended March 31, 2024 increased by 34.0% from the previous
fiscal year to ¥402.4 billion. Non-interest expenses increased by 4.9% to ¥279.7 billion. As a result, income before
income taxes increased by 266.2% to ¥122.7 billion.
In the Retail division, we have worked to strengthen our wealth management services by enhancing
comprehensive wealth management services in line with client needs to help our clients achieve the future theyenvision. In a historically active market environment, there was a significant increase in flow revenue, mainly due
to an increase in the sales of stocks and investment trusts. At the same time, there was also a significant increase inrecurring revenue due to the expansion of retail client assets through our consulting services on the entire asset
bases of our clients, which we have been working on continuously.
In addition, we are aiming to build a sustainable client base and expand our business over the medium to longterm by achieving contact points through workplace financial services, and we have been able to successfullyincrease the number of clients we provide services to, including the working generation. Going forward, we will
provide a wide range of wealth management services, including face-to-face consulting, non-face-to-face services
using digital tools, and workplace services that address asset building needs.
Operating Results of Investment Management
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

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

March 31, 2023 (A)March 31, 2024 (B)Non-interest expenses ..............................................................

148.0
76.5

128.6
85.1

154.1
93.9

19.9
10.4

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

71.5

43.5

60.2

38.4

Net revenue(Billions of yen)

154.1

148.0
128.6

March 31,2022

March 31,2023

March 31,2024

24

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

In our Investment Management Division, net revenue after the deduction of financial expenses for the year
ended March 31, 2024 increased by 19.9% from the previous fiscal year to ¥154.1 billion. Non-interest expenses
increased by 10.4% to ¥93.9 billion. As a result, income before income taxes increased by 38.4% to ¥60.2 billion.
The Investment Management Division recorded the highest level of business revenue, which is a stable source ofrevenue, since the division was established in April 2021. The asset management business had a strong year, andhigher sales of aircraft leases contributed to revenue growth. Due to market factors and net inflows into a wide
range of products, assets under management reached a new record high of ¥89.0 trillion at the end of the fiscal
year. Alternative assets under management increased by 47% to ¥1,860.6 billion from March 31, 2023. Investment
gains/losses increased driven by significant improvement in American Century Investments related valuation
gains/losses.
As part of our activities involving the new NISA system, which began in 2024, we have established the “FirstNISA” series of low-cost index funds to encourage a wide range of age groups, including those with no investment
experience, to start using the NISA system. In addition, 182 funds such as the “Nomu Wrap Fund”, which are
subject to the Growth Investment Framework, part of the new NISA system, were submitted for registration (as ofthe end of March 2024). In addition, based on our strategy to provide clients with a wide range of opportunities toinvest in private assets, we launched “Nomura Fund Select – Blackstone Private Equity Strategies Fund”, Japan's
first publicly offered open investment trust focusing mainly on private equity around the world. In the Americas,
we realigned our business and launched “Nomura Capital Management LLC” as a new brand with credit
investment capabilities integrating both public and private asset management businesses.
Operating Results of Wholesale
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

March 31, 2023 (A)March 31, 2024 (B)Non-interest expenses ..............................................................

703.1
628.6

772.4
743.0

866.1
812.2

12.1
9.3

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

74.5

29.4

53.9

83.6

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

Net revenue(Billions of yen)

703.1

March 31,2022

772.4

March 31,2023

866.1

March 31,2024

The Wholesale Division consists of two businesses, Global Markets which is mainly engaged in the trading,sales and structuring of financial products, and Investment Banking which is engaged in financing and advisorybusinesses.
In our Wholesale Division, net revenue for the year ended March 31, 2024 increased by 12.1% from the previous
fiscal year to 866.1 billion yen. Non-interest expenses increased by 9.3% to 812.2 billion yen. As a result, income
before income taxes increased by 83.6% to 53.9 billion yen.

25

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Global Markets
We continued to focus on providing uninterrupted service and liquidity to our clients under tight risk control, as
they rebalanced and hedged their portfolio in the highly volatile and uncertain markets driven by uncertain macroeconomic environment and central banks’ policy actions. We delivered steady performance monetizing increased
client flows and market opportunities including strong Japan equities, deepened engagement with clients acrossflow as well as structured financing and solutions businesses.
Investment Banking
Increase in client activity could be seen due to an increase in clarity regarding market environment in relation tomonetary policies. As a result, earnings increased for the full year due to an increase in M&A and Equity CapitalMarket deals.
Other
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2022

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

March 31, 2023 (A)March 31, 2024 (B)Non-interest expenses ..............................................................

179.2
163.5

164.7
91.3

149.7
102.3

(9.1)
12.0

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

15.8

73.4

47.4

(35.4)Net revenue(Billions of yen)

179.2

March 31,2022

164.7

March 31,2023

149.7

March 31,2024

Net revenue was 149.7 billion yen. Income before income taxes was 47.4 billion yen.

26

Fundamental Management Policy and Structure of Business Operations,Progress and Results of the Nomura Group’s Business Activities、Segment
Information

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 system investments to accelerate digitalization with the objective of*
encouraging business activities further in Japan and Overseas. In Retail Division , we have improved online-based
services in order to provide 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.
*Retail Division has been renamed to Wealth Management Division, effective April 1, 2024.
4. Results of Operations and Assets(in billions of yen except per share data in yen)
117th Fiscal Year 118th Fiscal Year 119th Fiscal Year 120th Fiscal Year
Period (April 1, 2020 to (April 1, 2021 to (April 1, 2022 to (April 1, 2023 toMarch 31, 2021) March 31, 2022) March 31, 2023) March 31, 2024)

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

1,617.2
1,401.9
230.7
153.1

1,594.0
1,363.9
226.6
143.0

2,486.7
1,335.6
149.5
92.8

4,157.3
1,562.0
273.9
165.9

50.11

46.68

30.86

54.97

48.63

45.23

29.74

52.69

42,516.5
2,694.9

43,412.2
2,914.6

47,771.8
3,148.6

55,147.2
3,350.2────────(Note)
Stated in accordance with accounting principles generally accepted in the U.S.

27

Financing Situation,Results of Operations and Assets

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

5. Management Challenges and Strategies
The Nomura Group’s business environment is undergoing significant changes. We will continue to respond to it
flexibly while maintaining an appropriate financial standing and effectively utilizing management resources
through improved capital efficiency. In addition, we are never satisfied with ourselves and will constantly
implement new initiatives with the aim of expanding existing businesses and providing value-added services toclients.
(1) Medium-to Long-term Priority Issues
We are pursuing sustainable growth across the entire group and working on building a business portfolio that
focuses on stable and diversified revenue and improving capital efficiency.
Our vision is to advance Nomura to the next stage. To realize this, we launched a strategy of expanding into
private markets to complement our businesses in the public markets. Based on this strategy, we have been working
on promoting asset consulting business, strengthening the Investment Management Division, and fostering growthand stability in the wholesale business. Additionally, we have been exploring and enhancing new areas such as
Digital Financial Services including digital asset business and sustainability sector including sustainable finance.
We have also begun to promote company-wide cost control through structural reforms. In addition, we areadvancing the sophistication and efficiency of the corporate functions that form the basis of these businesses,
strengthening the governance structure, improving operational efficiency using digital technologies, and promoting
our own sustainability initiatives such as DEI (Diversity, Equity & Inclusion）and Net Zero. For more informationon the strategies in each division, please refer to the challenges and strategies in each division.
We have established a business model that can consistently achieve an ROE of 8-10% in the medium term
through addressing medium- to long-term priority issues. As announced in May 2024, we have set a new
management vision, "Reaching for Sustainable Growth," as an indication of the direction of management towardfiscal 2030, and a management quantitative target of ROE 8~10%+ and achieving profit before tax of over ¥ 500
billion. In addition, we break down the PBR as shown in the figure below. Maximizing the absolute level of ROE
is one of its key elements. Through addressing medium- to long-term priority issues, we aim to enhance ourcorporate value.

PBR

1
2 Cost of equity

ROE
3 Expected growth rate

1 Maximize ROE

Improve profitability
Raise capital efficiency

2 Lower cost of equity

Smooth out earnings volatility by stabilizing
and diversifying groupwide revenues

3

Increase expected
growth rate

Capture growth markets
Realize organic and inorganic
Realign business portfolio

28

Management Challenges and Strategies,Major Business Activities,Organizational Structure2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(2) Issues in Each Division
The challenges and strategies in each division are as follows:・ Wealth Management Division
As a result of the continuous initiatives to overhaul our business model to further help clients manage
their assets, the former Retail Division has seen significant changes in its revenue structure, leading tocertain achievements in transitioning to the recurring revenue business. The Division has been renamed
to the Wealth Management Division to reflect this transformation of the business model, effective April
1, 2024.
The Wealth Management Division offers comprehensive wealth management services catering to thediverse needs of individual and corporate clients through our nationwide network of branches, as well as
our digital services. In addition to traditional investment products such as stocks and bonds, our proactive
team of professionals provides tailor-made consulting services to help our clients, including estateplanning, real estate, asset succession and M&A services. We will continue working on improving theskills of our partners (sales representatives), and enhance our wide range of products and services inorder to advance the wealth management business.
・ Investment Management Division
Our Investment Management Division provides solutions that meet the diversifying investment needs ofour broad clients through a wide range of assets classes and services spanning both traditional andalternative assets. We aim to realize a virtuous cycle of investment that leads to the resolution of social
issues by providing high-quality investment products that meet the diverse investment needs of clients.
We regard the following trends as growth opportunities: Japan’s abundant individual financial assets andthe tailwind of the government’s plan for promoting Japan as a leading asset management center, thegrowth of investment in private assets, high levels of funding demand for and investor awareness ofsustainability-related investments. Amid continued downward pressure on management fees, we areworking to improve our investment capabilities, increase our assets under management and increase thevalue added by our products and services in our public markets businesses, expand our businessplatforms in alternative assets and other high-fee growth areas, and realize greater efficiency and cost
control.
・ Wholesale Division
Our Wholesale Division faces challenges presented by increasingly sophisticated client needs andtechnological advancement, coupled with uncertainty in the market and macroeconomic environment. To
ensure continuity of service as well as add value to clients, we will continue to enhance collaboration
across business lines, regions and divisions while further diversifying our business portfolio to stabilize
revenues. We will continue to deploy financial resources to selective and high growth opportunities andalso focus on cost optimization.
Global Markets aims to provide uninterrupted liquidity to our clients while reinforcing risk control andgovernance. Additionally, we aim to further diversify our business portfolio, reinforce global
connectivity and cross-sell across our global client franchise leveraging our solid business foundation in
Japan and competitive global products to pursue growth opportunities such as structured financing andsolution business, International Wealth Management business as well as Global Equities, and continue tobuild on the strength of our Flow Macro businesses.
Investment banking aims to provide advisory services and financing to domestic as well as crossborder
restructurings and industry-wide consolidations, as well as interest rate and FX solutions related to thesetransactions as volatile business environments impact our clients’ businesses. We will leverage ourJapanese strengths and focus on expanding our global advisory business, while also broadening ESG
related businesses through initiatives such as the enhancement of our sustainability related capabilities.
Additionally, we will accelerate group-wide collaborations to benefit our clients.

29

Management Challenges and Strategies,Major Business Activities,Organizational Structure2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

・ Risk Management and Compliance, etc.
We have defined our risk appetite in our Risk Appetite Statement which includes the types and level ofrisk that the Nomura Group is willing to assume in pursuit of our strategic objectives and business plans.
Further, we continue to develop our risk management framework in a way that is strategically aligned toour business plans and incorporates decision-making by senior management, thereby securing capitalsoundness and enhancing our corporate value.
We have clearly defined in our Risk Appetite Statement that all executives and employees must actively
engage in risk management through our Three Lines of Defense framework. Besides, we continuously
provide trainings to all executives and employees including those in the group companies to increase ourknowledge about risks as financial professionals and develop a corporate culture of correctly recognizing,assessing and managing risks.
With regard to compliance, we 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 and rules so that all executive management and employees can work autonomously with highethical standards.
In order to ensure not only compliance with laws and regulations, but also that all directors, officers andemployees are able to act in accordance with social norms, we have established the “Nomura Group
Code of Conduct” as guidelines for actions to be taken, and through associated trainings and othermeasures, we are working to promote appropriate actions (“Conduct”) based on the Code of Conduct. At
the ‘Nomura Founding Principles and Corporate Ethics Day’ held in every August, we reaffirm thelessons learned from past incidents and renew our determination to prevent similar incidents then to
maintain and gain the trust society places in us; discussions are held regarding the proper way to conduct
after looking back on past incidents, and a pledge is made to comply with the Code of Conduct.
In order for us to be able to respond to the changing demands of society, the Code of Conduct is regularly
reviewed to constantly examine ourselves and to ensure that our thinking aligns with society’s norms.
By addressing and resolving the above issues, we will strive for the stability and further development offinancial markets as well as the sustainable growth of Nomura Group.
By addressing and resolving the above issues, we will strive for the stability and further development of financial
markets as well as the sustainable growth of the Nomura Group.

30

Management Challenges and Strategies,Major Business Activities,Organizational Structure2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 three divisions consisting of Retail*, Investment Management and Wholesale.
*Retail Division has been renamed to Wealth Management Division, effective April 1, 2024.
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 non-listed equities andprivately placed bonds, in addition to products in public markets such as listed stocks and corporate bonds that wehave been providing so far.
7. Organizational Structure(1) Principal place of business in JapanThe Company: Head office (Tokyo)
Nomura Securities Co., Ltd. (Head office and local branches — 109 locations in total): Tokyo (Head office andlocal branches — 16 locations in total), Kanto area excluding Tokyo (26 branches), Hokkaido area (5 branches),
Tohoku area (9 branches), Hokuriku area (4 branches), Chubu area (13 branches), Kinki area (15 branches),
Chugoku area (7 branches), Shikoku area (3 branches) and Kyushu and Okinawa area (11 branches)
Nomura Asset Management Co., Ltd. (Tokyo, Osaka, Fukuoka)
The Nomura Trust & Banking Co., Ltd. (Tokyo)
Nomura Properties, 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

26,85075 Increase────────(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.

31

Management Challenges and Strategies,Major Business Activities,Organizational Structure2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(4) Status of Significant Subsidiaries
Name

Capital(in millions)

Location

Percentage of
Voting Rights

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

Tokyo, JapanTokyo, Japan¥¥

10,00017,180100%
100%

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

Tokyo, JapanTokyo, Japan¥¥

50,000
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
7,635.42
1,300.00
1,813.49
1,360.00
3,391.32
3,241.22
206,201
239.00

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

Type of Business
Securities
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, 2024
was 1,529. 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 14 as of March 31, 2024.
8. Major Lenders
LenderType of Loan

Loan Amount(in millions of yen)

Sumitomo Mitsui Banking Corporation ..................
Mizuho Bank, Ltd. ..................................................
MUFG Bank, Ltd. ..................................................
Resona Bank, Limited. ............................................
SBI Shinsei Bank, Limited ......................................

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

450,638
422,233
418,223
54,10039,354

Sumitomo Mitsui Trust Bank, Limited ..................

Long-term borrowing

215,115

The Chiba Bank, Ltd. .............................................
The Hachijuni Bank, Ltd. .......................................
The Bank of Yokohama, Ltd. .................................
The Shizuoka Bank, Ltd. ........................................

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

61,01957,071
55,29236,541The Norinchukin Bank ...........................................

Long-term borrowing

168,112

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

Long-term borrowing

40,27232

Status of Significant Subsidiaries、Major Lenders,Capital Management Policy,Other Important Matters Related to the Current Situation of the
Corporate Group2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 at least 40 percent of each semiannual 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 8 yen per share to shareholdersof record as of September 30, 2023 and have decided to pay a dividend of 15 yen per share to shareholders ofrecord as of March 31, 2024. As a result, the total annual dividend will be 23 yen per share.
The following table sets forth the details of dividends paid for the fiscal year ended March 31, 2024:

Resolution of Board of Directors
October 27, 2023 ..........................................
April 26, 2024.................................................

Record Date
September 30, 2023
March 31, 2024

Total Amount of
Dividends(in millions of yen)
24,11544,567

Dividend Per Share
(yen)
8.00
15.00

33

Status of Significant Subsidiaries、Major Lenders,Capital Management Policy,Other Important Matters Related to the Current Situation of the
Corporate Group2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 .................................................................

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

2. Total Number of Issued Shares: Common Stock

3,163,562,601 shares

3. Number of Shareholders:

328,765

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) ..............................................................
Custody Bank of Japan, Ltd. (Trust Account) .............................................................................
State Street Bank West Client-Treaty 505234 .............................................................................
The Bank of New York Mellon as Depositary Bank for DR Holders ........................................
JP Morgan Chase Bank 385781 ...................................................................................................
State Street Bank And Trust Company 505001...........................................................................
SMBC Nikko Securities Inc. .......................................................................................................
SSBTC Client Omnibus Account.................................................................................................
Northern Trust Co. (AVFC)
Re Silchester International Investors International Value Equity Trust ......................................
Nomura Group Employee Stock Ownership Association...........................................................

(%)

490,840
167,148
60,70353,05945,14737,74337,68036,060

16.52
5.62
2.04
1.78
1.51
1.27
1.26
1.21

33,024

1.11

29,9841.00

────────(Notes)1. The Company has 192,432 thousand shares of treasury stock as of March 31, 2024 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.

34

Stocks2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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) ....................................................

80,617,143 shares
61,028,906

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

80,592,100 shares
61,012,793

Reason for Repurchase
The Company plans to acquire treasury stock to raise capital efficiency and ensure a flexible capital management
policy, and to deliver as stock-based compensation to executives and employees.
(2) Shares Disposed
Common Stock ...........................................................................................................
Aggregate Amount of Disposition (in thousands of yen) ...........................................

47,695,807 shares
24,870,623(3) Shares Cancelled
Common Stock ........................................................................................................... 70,000,000 shares
Aggregate Amount of Cancellation (in thousands of yen) ........................................... 36,104,698(4) Number of Shares Held in Treasury as of the end of fiscal year
Common Stock ........................................................................................................... 192,432,164 shares(5) Other Significant Matters concerning Stocks
At the meeting of the Board of Directors held on January 31, 2024, the Company adopted a resolution to
repurchase shares.
Reasons
To raise capital efficiency and ensure a flexible capital management policy, and to deliver shares on exercise ofstock-based compensation to executives and employees.
Type and aggregate number of shares to be repurchased
Common Stock ..............................................................................................125,000,000 shares (upper limit)
Total Repurchase Amount ............................................................................. 100 billion yen (upper limit)
Period of Repurchase..................................................................... from February 16, 2024 to September 30, 2024
Method of Repurchase .................................................... Purchase on the stock exchange via a trust bank────────(Note)
46,223,600 shares acquired through this resolution are included in Repurchased shares and Number of Shares Heldin Treasury as of the end of fiscal year.
6. Status of Stock delivered to the Directors and Executive Officers of the Company as consideration of Executionof Duties during the fiscal year:
Position
Directors and Executive Officers (excluding Outside
Directors)

Type and Number of Stock
Common stock

35

Stocks246,042

Number of People82024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

III. Matters Relating to the Company’s Directors and Executive Officers
1. Status of the Directors (as of March 31, 2024)
Name
Koji Nagai

Positions and Responsibilities

Significant Concurrent Positions

Chairman of the Board of Directors

Director and Chairman of the Board of Directors of Nomura

Member of the Nomination Committee
Member of the Compensation Committee

Securities Co., Ltd. (*)

Kentaro Okuda

Director
Representative Executive Officer andPresidentGroup CEO

Representative Director and President of Nomura Securities
Co., Ltd. (*)

Yutaka Nakajima

Director
Representative Executive Officer and
Deputy President

Representative Director and Deputy President of Nomura
Securities Co., Ltd. (*)

Shoji Ogawa

Director
Member of the Audit Committee (full-time)Member of the Board Risk Committee

Corporate Auditor of Nomura Asia Pacific Holdings Co.,
Ltd. (*)
Non-Executive Director of Nomura Holding America Inc.
(*)
Non-Executive Director of Instinet Incorporated (*)

Noriaki Shimazaki

Outside Director
Chairman of the Audit Committee
Member of the Board Risk Committee

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

Kazuhiko Ishimura

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

President and CEO of the National Institute of Advanced
Industrial Science and Technology
Outside Director of Ricoh Company, Ltd.

Laura Simone Unger

Outside Director
Chairperson of the Board Risk Committee

Independent Director of Navient Corporation
Independent Director of Nomura Holding America Inc. (*)
Independent Director of Nomura Securities International,
Inc. (*)
Independent Director of Nomura Global Financial Products
Inc. (*)
Independent Director of Instinet Holdings Incorporated (*)

Victor Chu

Outside Director

Chairman and Chief Executive Officer of First Eastern

Member of the Audit Committee
Member of the Board Risk Committee

Investment Group
Chair of Council, University College London
Co-Chair, International Business Council of the World
Economic Forum
Independent Director of Airbus SE

J. Christopher Giancarlo Outside Director
Member of the Board Risk Committee

Senior Counsel of Willkie Farr & Gallagher LLP
Chair of the Board of Directors of Digital Dollar Project
Independent Director of Digital Asset Holdings, LLC
Independent Director of Nomura Securities International,
Inc. (*)
Independent Director of Nomura Global Financial Products
Inc. (*)

36

Matters Relating to the Company’s Directors and Executive Officers_1

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Patricia Mosser

Outside Director

Senior Research Scholar*

Member of the Board Risk Committee

Director of the MPA Program in Economic Policy
Management*
Director of Central Banking and Financial Policy**Positions at Columbia University, School of Internationaland Public Affairs
Independent Director of Nomura Holding America Inc. (*)

Takahisa Takahara

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

Representative Director, President & CEO of Unicharm
Corporation
Outside Director of Sumitomo Corporation

Miyuki Ishiguro

Outside Director
Member of the Board Risk Committee

Partner of Nagashima Ohno & Tsunematsu
President-Elect of the Inter-Pacific Bar Association (IPBA)
Outside Audit & Supervisory Board Member, Lasertec
Corporation
Outside Audit & Supervisory Board Member, Benesse
Holdings, Inc

Masahiro Ishizuka

Outside Director
Member of the Audit Committee

Not Applicable────────(Notes)
1. Directors Noriaki Shimazaki, Kazuhiko Ishimura, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo, Patricia Mosser,
Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka are Outside Directors, as provided for in Item 15, Article 2 of theCompanies 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, and Director Masahiro Ishizuka, a member of the Audit Committee
and a certified public accountant are financial experts under the Sarbanes-Oxley Act of 2002. Each of them has considerable financeand accounting knowledge.
3. The Company has selected director Shoji Ogawa, who is well-versed in the business of the Nomura Group, as a full-time member ofthe Audit Committee, with the expectation that audits by the Audit Committee will be performed more effectively.
4. Companies marked with “*” are wholly-owned subsidiaries (including indirect ownership) of the Company.
5. There are no special relationships between the Company and companies in which Outside Directors concurrently serve (except for
those companies marked with “*”).
6. The Company has entered into agreements to limit liability for damages set forth in Paragraph 1, Article 423 of the Companies Act
with directors Shoji Ogawa, Noriaki Shimazaki, Kazuhiko Ishimura, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo,
Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro and Masahiro Ishizuka. Liability under each such agreement is limited toeither 20 million yen or the amount prescribed by laws and regulations, whichever is greater.

37

Matters Relating to the Company’s Directors and Executive Officers_1

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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

Status of Main Activities
Attended all 11 meetings of the Board of Directors, all 13 meetings of the Audit Committee and all 5
meetings of the Board Risk Committee held during the fiscal year, and appropriately made statements. In
addition, with regard to the expected role as an outside director, utilizing his independence and extensive
experience and knowledge gained from being a corporate manager for many years and an expert well-versed
in international accounting systems, at meetings such as meetings of the Board of Directors, activities suchas the determination of important matters and supervision of business execution have been carried out.

Kazuhiko Ishimura

Attended all 11 meetings of the Board of Directors, all 7 meetings of the Nomination Committee, and all 11
meetings of the Compensation Committee held during the fiscal year, and appropriately made statements. In
addition, with regard to the expected role as an outside director, utilizing his independence, extensive
experience and knowledge gained from being a corporate manager for many years, at meetings such as
meetings of the Board of Directors, activities such as the determination of important matters and supervisionof business execution have been carried out.

Laura Simone Unger

Attended all 11 meetings of the Board of Directors and all 5 meetings of the Board Risk Committee held
during the fiscal year, and appropriately made statements. In addition, with regard to the expected role as an
outside director, utilizing her independence and extensive experience and knowledge gained from being anexpert well-versed in finance-related legal systems/regulations, at meetings such as meetings of the Board of
Directors, activities such as the determination of important matters and supervision of business execution
have been carried out.

Victor Chu

Attended all 11 meetings of the Board of Directors and 11 out of 13 meetings of the Audit Committee, 3 outof 5 meetings of the Board Risk Committee held during the fiscal year, and appropriately made statements.
In addition, with regard to the expected role as an outside director, utilizing his independence and extensive
experience and knowledge gained from being a corporate manager for many years and an expert well-versedin law, regulations and corporate governance, at meetings such as meetings of the Board of Directors,
activities such as the determination of important matters and supervision of business execution have been
carried out.

J. Christopher Giancarlo Attended all 11 meetings of the Board of Directors and all 5 meetings of the Board Risk Committee held
during the fiscal year, and appropriately made statements. In addition, with regard to the expected role as an
outside director, utilizing his independence and extensive experience and knowledge gained from being anexpert well-versed in finance-related legal systems/regulations and advanced technologies such as
blockchain, at meetings such as meetings of the Board of Directors, activities such as the determination ofimportant matters and supervision of business execution have been carried out.
Patricia Mosser

Attended all 11 meetings of the Board of Directors and all 5 meetings of the Board Risk Committee held
during the fiscal year, and appropriately made statements. In addition, with regard to the expected role as an
outside director, utilizing her independence and extensive experience and knowledge gained from being an
economist, a central banker and a scholar for many years, at meetings such as meetings of the Board of
Directors, activities such as the determination of important matters and supervision of business execution
have been carried out.

Takahisa Takahara

Attended all 11 meetings of the Board of Directors, all 7 meetings of the Nomination Committee, and all 11
meetings of the Compensation Committee held during the fiscal year, and appropriately made statements. In
addition, with regard to the expected role as an outside director, utilizing his independence and extensive
experience and knowledge gained from being a corporate manager for many years, at meetings such as
meetings of the Board of Directors, activities such as the determination of important matters and supervisionof business execution have been carried out.

Miyuki Ishiguro

Attended all 9 meetings of the Board of Directors and all 5 meetings of the Board Risk Committee held after
her appointment during the fiscal year, and appropriately made statements. In addition, with regard to the
expected role as an outside director, utilizing her independence and extensive experience and knowledge
gained from being an attorney for many years, at meetings such as meetings of the Board of Directors,
activities such as the determination of important matters and supervision of business execution have been
carried out.

38

Matters Relating to the Company’s Directors and Executive Officers_1

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Masahiro Ishizuka

Attended all 9 meetings of the Board of Directors and all 9 meetings of the Audit Committee held after his
appointment during the fiscal year, and appropriately made statements. In addition, with regard to the
expected role as an outside director, utilizing his independence and extensive experience and knowledge
gained from being a Certified Public Accountant well-versed in international accounting systems for many
years, at meetings such as meetings of the Board of Directors, activities such as the determination ofimportant matters and supervision of business execution have been carried out.

────────(Note)
Other than the above, Outside Directors Meetings, consisting solely of members who are Outside Directors, have been held, andutilizing things such as each person’s experience and knowledge, there have been discussions concerning matters such as theCompany’s business and corporate governance.

39

Matters Relating to the Company’s Directors and Executive Officers_1

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

3. Status of the Executive Officers (as of March 31, 2024)
Name
Kentaro Okuda

Positions and Responsibilities

Significant Concurrent Positions

Director

See “1. Status of the Directors”

Representative Executive Officer
and PresidentGroup CEOYutaka Nakajima

Director
Representative Executive Officer
and Deputy President

See “1. Status of the Directors”

Toshiyasu Iiyama

Executive Officer and Deputy
President
Chief of Staff

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

Takumi Kitamura

Executive Officer
Chief Financial Officer (CFO) andInvestor Relations

Director, Executive Vice President of Nomura Securities
Co., Ltd.
Director of Nomura Asia Pacific Holdings Co., Ltd.

Sotaro Kato

Executive Officer
Chief Risk Officer (CRO)(based in New York)
Executive Officer
Chief Compliance Officer (CCO)

Director and Senior Corporate Managing Director of
Nomura Securities Co., Ltd.
Director of Nomura Holding America Inc.
Senior Corporate Managing Director of Nomura Securities
Co., Ltd.
Director of Nomura Asia Pacific Holdings Co., Ltd.

Executive Officer
Group Secretariat, Strategy andRegulatory Affairs
Executive Officer
Head of Wholesale(based in New York)

Director and Senior Corporate Managing Director of
Nomura Securities Co., Ltd.

Yosuke Inaida

Toru Otsuka

Christopher Willcox

Director of Nomura Holding America Inc.

────────(Note)
As of March 31, 2024, Toru Otsuka resigned from the office of Executive Officer of the Company.

(Reference) Executive Officers as of April 1, 2024 are as follows:
Kentaro Okuda
Representative Executive Officer and President, Group CEO
Yutaka Nakajima
Representative Executive Officer and Deputy President
Toshiyasu Iiyama

Executive Officer and Deputy President, Chief of Staff

Takumi Kitamura
Sotaro Kato
Yosuke Inaida

Executive Officer, Chief Financial Officer (CFO) and Chief Transformation
Officer (CTO)
Executive Officer, Chief Risk Officer (CRO) (based in New York)
Executive Officer, Chief Compliance Officer (CCO)

Christopher Willcox

Executive Officer, Head of Wholesale (based in New York)4. Directors and Officers Liability Insurance Contracts
The Company has entered into directors and officers liability insurance contracts set forth in Paragraph 1, Article
430-3 of the Companies Act with insurance companies, which have persons such as directors, executive officers,
senior managing directors, corporate auditors, and senior employees of the Company and its subsidiaries, etc. as
insured persons. Under such insurance contracts, there will be an indemnification of losses, such as compensation
for damages and litigation costs, incurred by an insured person due to a claim for loss or damage caused by an act(including an omission) carried out on the basis of the position, such as director or officer, held by the insured at
the Company, and all insurance premiums of insureds have been entirely borne by the Company. However, there
are certain exclusions applicable to such insurance contracts such as losses caused by a deliberately fraudulent or
dishonest act of individuals such as directors/officers.

40

Matters Relating to the Company’s Directors and Executive Officers_1

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

5. Compensation paid to Directors and Executive Officers
Millions of yen
Number of(1)
PeopleDirectors(Outside Directors)
Executive Officers
Total

Fixed compensation
Base Salary

13
(10)
8
21

(2)(3)

Performance-linked compensation
Notional

Cash Bonuses

389
(217)
598
987

Stock Unit

Restricted
(4)

221

116
(－)
1,206
1,322

(－)

2,412
2,633

Total

(4)

Stock Unit

－
(－)
241
241

726
(217)
4,457
5,183

(Notes)1. The number of people includes 1 Director who retired in June 2023, and 2 Directors who were appointed in June
2023. There were 11 Directors and 8 Executive Officers as of March 31, 2024. Compensation to Directors who
were concurrently serving as Executive Officers is included in that of Executive Officers.
2. Includes other compensation (commuter pass allowance) of ¥268 thousand.
3. In addition to base salary of Executive Officers, ¥16 million of corporate housing costs, such as housing
allowance and related tax adjustments, were provided.
4. Deferred compensation granted during and prior to the fiscal year ended March 31, 2024 is recognized as
expense in the financial statements for the fiscal year ended March 31, 2024. Furthermore, the expenses related
to the Long-Term Incentive Plan, which was approved for implementation at the Compensation Committee on
March 29, 2024, will be recognized for the performance evaluation period starting from the fiscal year ended
March 2025 and are not included in the figures mentioned above.
5. Subsidiaries of the Company paid ¥76 million to Outside Directors as compensation, etc. for their directorship at
those subsidiaries for the fiscal year ended March 31, 2024.
6. Matters relating to Performance-Linked Compensation(1) Calculation method of the Performance-Linked Compensation• Compensation of Directors and Executive Officers is divided into fixed compensation and performance-linked
compensation, with fixed compensation consisting of base salary and performance-linked compensationconsisting of annual bonus and long-term incentive plans.
• With respect to the President and the Group CEO, given the overall responsibility of business execution of the
Nomura Group, the basic amount of the Performance-Linked Compensation is calculated based on the level ofachievement in actual value(s) against the target value(s) of key performance indicator(s) and performance
metrics that form the basis for their calculation. In addition, Total Compensation (“TC”) , including fixedcompensation and performance-linked compensation, is determined by considering, as needed, qualitativeevaluation competitor benchmarking etc. by the Compensation Committee.
•With respect to the Directors and the Executive Officers, their Annual Bonus and TC are determined based on
the ones of the Group CEO, reflecting individual roles and responsibilities, respective jurisdiction’s regulations
and compensation level etc. in addition to the qualitative elements.
(2) Performance Indicator to be used for calculation of the Performance-Linked Compensation
Quantitative elements
In order to ensure alignment with Nomura Group's management vision and business strategy, we select key
performance indicators such as ROE and performance metrics that form the basis for its calculation. Additionally,
we choose stock price-related indicators to promote alignment of interests with shareholders.
Type of elements

Item

Actual
1,562 billions of yen

Net revenue
Profit and loss

Per share information

Revenue cost coverage ratio

82.5％

Income before income taxes

274 billions of yen(1)

52.69 yen

EPS

41

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

5.1％

Capital efficiency

ROE

Shareholder returns

Total Shareholder Return(“TSR”)(2)

196.3％(Notes)1. Ratio calculated by dividing Total non-interest expenses by Net revenue
2. The value obtained by dividing the total of stock price fluctuations and dividends in the current business yearby the stock price at the end of the previous business year.
Qualitative elements
To promote enhancement of Nomura Group's corporate value and the realization of a sustainable society, we haveselected strategic management, as well as initiatives related to community, talent, and DEI, as evaluation criteria.
7. Matters relating to Stock Based Compensation and Non-Monetary Compensation(1) Outline of current Stock Based Compensation Awards.
The outline of current Stock Based Compensation Awards is as follows.
Type of award

Key features

Restricted Stock
Unit (“RSU”)• Settled in the Company’s common stock.
• Graded vesting period is set as three years in principle.
• It is introduced as the Deferred Compensation since the fiscal year ended March 31,
2018.
• Granted in May every year in principle.
• Linked to the price of the Company’s common stock Cash-settled in local currency.
• Graded vesting period is set as three years in principle.
• Following the introduction of RSU as a principle vehicle in the fiscal year ended March
31, 2018, NSU awards are less commonly used in Nomura.
• Granted in May every year in principle.
• It is introduced as the Long Term Incentive Plan since the fiscal year ended March 31,
2024.
• The number of shares to be awarded will be determined by depended on the degree ofachievement of the performance targets of the three fiscal years.
• Performance evaluation period is set as three years in principle.

Notional Stock
Unit (“NSU”)

Performance
Share Unit(“PSU”)(2) Stock Based Compensation as Non-Monetary Compensation
The company sets half of the amount of the Yearly Bonus of the Directors and Executive Officers as Deferred
Compensation. In principle, RSU that falls under the Non-Monetary Compensation is used for payment of theamount. Furthermore, the company have introduced PSU as a long-term incentive plan during the fiscal year
ended March 31, 2024.
(3) Introduction of PSU
The company has decided, at a meeting of the Compensation Committee held on March 29, 2024, to introduce
Performance-based Share Units (Performance Share Unit: PSU) as a long-term incentive plan. The purpose of
introducing PSU is to enhance NHI’s corporate value over the medium to long term and strengthen alignment ofinterests with shareholders.
Under NHI’s PSU program, the base number of shares to be granted is initially determined based on NHI’s
performance and other factors each fiscal year. Following the performance period, the number of shares to beawarded will vary from 0% to 150% of the base number of shares depending on the degree of achievement of theperformance targets for the three fiscal years. The settlement of the PSUs will be primarily in treasury stock.
The performance indicators used in the evaluation are ROE and TSR. Please refer to the following for details.
Performance indicators selected as Basis of calculation
In order to enhance NHI’s corporate value over the medium to long term and to align NHI’s interests with thoseof its shareholders, a combination of ROE (average value over the performance evaluation period) and TSR(absolute value over the performance evaluation period) will be the basis to calculate the award amount.

42

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Calculation Method for the base number of shares and the number of shares to be granted
1) Calculation method for the base number of shares:
The base number of shares shall be calculated by dividing the amount determined with reference to theperformance and qualitative evaluation of the target fiscal year, as well as competitor benchmarking by theprice of NHI common stock at the time of grant.
2) Calculation method for the number of shares to be granted:
After the end of the performance evaluation period, the number of shares to be granted will be calculated inaccordance with the following method.
a) Performance Evaluation Indicators and Grant Ratio
Performance
Indicators

Composition
ratio

Change in the
grant ratio

ROE

50%

0%~150%Calculated based on the actual (average)
values for the three-year performance
evaluation period

0%~150%Calculated based on the actual value(absolute value) during the three-year
performance evaluation period

TSR

50%

Evaluation method

The calculation methods for ROE and TSR, which form the basis for performance evaluation, are as follows:<ROE>
If the actual value (average value) for the performance evaluation period of 3 years reaches the management
goal of 8% set by Nomura Group, a certain number of benchmark shares will be granted. However, if the actual
value does not exceed either the lowest value of the past 3 business years, including the grant year, or 3%, nogrant will occur. Additionally, if the actual value reaches 5%, 50% of the benchmark shares will be granted,
and if it exceeds 12%, 150% of the benchmark shares will be granted.
<TSR>
If the actual value (absolute value) for the performance evaluation period of 3 years reaches 125%, a certain
number of benchmark shares will be granted. On the other hand, if the actual value is 100% or below, no grant
will occur. Furthermore, if the actual value exceeds 150%, 150% of the benchmark shares will be granted. The
calculation process of the actual value is as follows:
3-Year TSR = (Closing Stock Price (B) + Total Dividends during the performance evaluation period) / Initial
Stock Price (A)A: Initial Stock Price (Average closing price one month before the start of the performance evaluation period)
B: Final Stock Price (Average closing price one month before the end of the performance evaluation period)b) Calculation method for the number of shares to be paid:
The number of shares to be granted is calculated by multiplying the base number of shares by the weighted
average of the grant ratio based on ROE and the grant ratio based on TSR. The base number of shares for the
PSU for the fiscal year ended March 31, 2024 has been calculated as 782,100 shares, and the number of shares
when applying a payout rate of 150% is 1,173,200 shares.

ROE
Grant ratio

×

50%

+

TSR
Grant ratio

43

Matters Relating to the Company’s Directors and Executive Officers_2

×

50%

×

Basic numberof shares

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知c) Performance evaluation period and payment schedule:
The performance evaluation period shall be three years from the fiscal year in which the base number of PSUs
is determined. After the performance evaluation period has concluded, the evaluation shall be finalized and thestock compensation based on PSUs shall be paid.

Base year ※FY2025/3

FY2026/3

FY2027/3

FY2028/3

FY2029/3

FY2030/3

FY2024/3
FY2025/3
FY2026/3※Business year in which performance is reviewed to determine the base number of shares:Performance evaluation period:The base number of shares for the PSU to be decided:Evaluation confirmed:Shares granted

Delivery Method
The shares awarded at the end of the performance period will be primarily issued from treasury stock.
(4) Effect of payment of stock based compensation as deferred compensation
By providing equity-linked compensation as deferred compensation, the economic value of the compensation islinked to the stock price of Nomura, and a certain vesting period is set.
• Alignment of interests with shareholders.
• Medium-term incentives and retention by providing an opportunity for the economic value of Deferred
Compensation at the time of grant to be increased by a rise in shares during a period of time from grant tovesting.
• Promotion of cross-divisional collaboration and cooperation by providing a common goal of increasing
corporate value over the medium to long term.
Due to these benefits, the active use of Deferred Compensation is also recommended by regulators in the key
jurisdictions in which we operate.
With respect to Deferred Compensation in Nomura, a deferral period is generally three or more years from thefollowing fiscal year or later. This is in line with the “Principles for Sound Compensation Practices” issued by the
Financial Stability Board which recommends, among other things, a deferral period of three or more years.
8. 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 has established compensation policy for Nomura Group officers and employees, including
directors and executive officers of Nomura Holdings, Inc. (“NHI”). This policy is referred to as the “Basic Policy”
and is as follows.
Compensation Governance
As a company with three Board Committees structure, pursuant to Japanese corporate law, NHI has established
an independent statutory Compensation Committee. Majority the Committee members are outside directors. The
Committee has established both the Basic Policy and a Compensation Policy for Directors and Executive
44

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Officers of NHI, on the basis of which it considers and determines the details of individual compensation for
Directors and Executive Officers of NHI.
With respect to the relevant policies and total compensation funding for Nomura Group officers and employees
other than the Company's directors and executive officers, certain decisions regarding employment andremuneration matters are delegated to the “Human Resources Committee” (“HRC”) by Executive Management
Board of NHI. The HRC is chaired by the Group CEO and the individual appointed by the chairman, taking into
account financial and risk management perspectives. The HRC considers and determine the above mentioned
matters by cooperating with the remuneration committees in each region.
The Committee shall establish the Compensation Recovery Policy of NHI to comply with, among others, theU.S. Securities Exchange Act of 1934, as amended and shall determine matters with respect to compensation ofcovered officers who are statutory officers of NHI under Japanese law, and the HRC shall be responsible for the
management, operation, interpretation and administration of such.
Compensation Policies and Practices
Nomura Group recognizes that its employees are key in pursuing the purpose which is “We aspire to create abetter world by harnessing the power of financial markets”.
Compensation for Nomura Group employees is designed to support achieving sustainable corporate growth,
increasing enterprise value over the medium and long-term and maintaining sound and effective risk
management, while at the same time positively contributing to the interest of all Nomura shareholders. In
addition, in order to ensure that Numara Group attracts, retains, motivates and develops talent, the level andstructure of remuneration takes into account the roles and responsibilities of individuals as well as the market
pay levels in Japan and overseas, doing so in line with any relevant laws and regulatory expectations.
1) Sustainable corporate growth and increasing enterprise value over the medium and long-term
Compensation for Nomura Group employees aims to realize Nomura Group corporate philosophy, to promotehealthy corporate culture and behavior in line with Nomura Group “Code of Conduct” and to facilitate agreater alignment with the environmental, social and governance (“ESG”) considerations.
Based on the pay-for-performance principle, compensation supports Nomura Group business strategy,
objectives and the aim of sustainable growth and increasing enterprise value over the medium and long-term,
while at the same time it ensures the maintenance of sound and market-competitive remuneration practices.
2) Sound and effective risk management
Nomura Group maintains a sound and effective risk management with an appropriate risk appetite. The
Company adjusts the performance measurement standards and indicators when determining compensation byconsidering both financial and non-financial risks in each business. The qualitative factors such as conduct,
compliance, professional ethics and corporate philosophy are considered in determining the final amount of
remuneration, which may include a reduction resulting from a disciplinary action.
In addition, when granting compensation, it shall be specified that in the event of a material revision offinancial statements or a material violation of applicable laws and regulations or Nomura Group rules andpolicies, compensation may be subject to reduction, suspension, forfeiture of rights, cancellation, offset byother compensation, or re-payment (so-called “clawback”).
3) Alignment of interests with shareholders
For Nomura Group employees who receive a certain amount of remuneration, a portion of the remuneration isstock-related remuneration linked to shares of NHI with an appropriate deferral period applicable, in order toensure an alignment with the shareholders' interests.
Approval and Revision of the Basic Policy
The approval, amendment or repeal of the Basic Policy can be made by the Compensation Committee of NHI.

45

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(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 divided into fixed compensation and performance-linked
compensation, with fixed compensation consisting of base salary and performance-linked compensationconsisting of annual bonus and long-term incentive plans. In order to provide incentives for the improvement of
medium to long-term corporate value and to align the interests of shareholders, a portion of the compensation ispaid through stock-related incentives with a specified deferral period.
<Composition of Compensation for Directors and Executives>
Fixed Compensation
Performance-linked Compensation
Base salary
Annual Bonuses
Long-term Incentive Plan
Fixed Compensation• Base salary is determined based on factors such as professional background, career history, responsibilities
and compensation standards of related business fields.
Performance-linked Compensation• With respect to the Group CEO, given the overall responsibility of business execution of the Nomura Group,
the basic amount of the performance-linked compensation is calculated based on the level of achievement in
actual value(s) against the target value(s) of key performance indicator(s) and performance metrics that form
the basis for their calculation. In addition, qualitative evaluation competitor benchmarking is to be reflected
when determining final annual bonus amount.
• With respect to Directors and other Executive Officers, amount of annual bonus is determined with the annual
bonus of Group CEO as standard baseline, taking into consideration the roles and responsibilities, local
remuneration regulations and compensation levels in each jurisdiction etc., in addition to the qualitativeevaluation of the individual.
• Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure their
independence from business execution.
a) Annual Bonuses• In principle, certain portion of annual bonus payment should be deferred.
b) Long-term Incentive Plan
• Payments under long-term incentive plans are made when a certain degree of achievements areaccomplished.
• Payments are made in equity-linked awards.
When granting compensation, it shall be specified that in the event of voluntary resignation, a material
revision of financial statements or a material violation of applicable laws and regulations or Nomura Group
rules and policies, compensation of Directors and Executive Officers may be subject to reduction, suspension,
forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called “clawback”).

46

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(4) The reasons why the Compensation Committee confirmed that the compensations in relation to the Fiscal
Year, to be paid for the Directors and Executive Officers is in line with the compensation policies
During the Fiscal Year, the Compensation Committee was held 11 times and has been discussing as follows.

Date

Summary of the discussion and the resolution

April 21, 2023

Discussion:

April 24, 2023

Discussion:•••

April 26, 2023

Resolution:•••

June 27, 2023

Resolution:•••

Reporting:
August 29, 2023

Discussion

September 27, 2023

Discussion:

November 6, 2023

Resolution:

December 5, 2023

Reporting:•

Schedule for current fiscal year•

Review of policies governing pay for Directors andExecutive Officers.
Individual base salary of the Directors andExecutive Officers.
Group CEO Pay levels.
Introduction of the U.S. SEC Clawback
Regulations and the Company’s Response.
Compensation levels for executives in major
competitive regions domestically andinternationally.
Review of executive compensation levels and thedetermination method for executive
compensation for the fiscal year ended March
2024.
Review of the method for determining executive
compensation.
The annual base salary of the next fiscal year.
Introduction of Long-Term Incentive Plans (LTI).
Expected performance and compensation level
outlook for the fiscal year ended March 2024.

•
•
•
•
•

January 31, 2024

Discussion:

February 20, 2024

Discussion:
Resolution:

March 29, 2024
Discussion:

Performance in the year ended March 31, 2023
and the compensation level of the group CEO.
The compensation level of the group CEO in theyear end March 31, 2023.
The bonus plan for the current year ended March
31, 2023.
Amendment of policies governing compensation
for Directors and Executive Officers.
The appointment of the Director with the right toconvoke the board of directors meetings.
The Director who reports the executions of thecommittee’s duties to the board of the directors
meetings.
The Compensation Policy of Nomura Group andbase salary of the Directors and Executive
Officers.
Individual base salary of the Directors andExecutive Officers.
Granting RSUs to the Directors and Executive
Officers.

••••

Attendance
recordsof the member
All members
attended
All members
attended
All members
attended

All members
attended

All members
attended
All members
attended
All members
attended
All members
attended
All members
attended
All members
attended
All members
attendedThrough the discussions and the resolutions above, the Compensation Committee confirmed that thecompensations for the Directors and the Executive Officers regarding the fiscal year ended March 31, 2024 arein line with relevant compensation policies and appropriate. Also, the outlines of the discussions have beenreported to the Board of Directors meeting.

47

Matters Relating to the Company’s Directors and Executive Officers_2

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

IV. 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 the877 million yen

Accounting Auditor

1,386 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 the Companies
Act or the Financial Instruments and Exchange Act and other equivalent foreign regulations) by certified public
accountants or auditing firms (who hold equivalent qualifications in foreign countries) other than the 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 maintenance status of the structure for controlling quality of theaudit firm, and the basis for the calculation of estimated audit fees, etc. Additionally, the Audit Committee
conducts pre-approval procedures in accordance with Article 202 of the Sarbanes-Oxley Act of 2002, etc and priorconcurrence procedures in accordance with IFAC Code of Ethics（Code of Ethics for Professional Accountants）
and related regulations. Based on the result of such confirmations and procedures, the Audit Committee hasverified the audit fees, etc. of the Accounting Auditor and determined that it is at a reasonable level to maintainand improve 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 meeting ofshareholders to be convened immediately after the dismissal.
(2) In cases where the Audit Committee determines that the Accounting Auditor has issues in terms of the fairness,or that maintenance of more appropriate audit structure is needed, a proposal on dismissal or non-reappointment of
the Accounting Auditor will be submitted to the annual general meeting of shareholders.

48

Matters Relating to Accounting Auditor

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Consolidated Balance Sheet (As of March 31, 2024)(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 credit losses..............................................................................................................................
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 529,605 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– 3,163,562,601 shares
Outstanding– 2,970,755,160 shares
Additional paid-in capital .....................................................................................................................................
Retained earnings ..................................................................................................................................................
Accumulated other comprehensive income ..........................................................................................................
Common stock held in treasury, at cost – 192,807,441 shares ............................................................................
Total Nomura Holdings, Inc. shareholders’ equity ..............................................................................................
Noncontrolling interests ........................................................................................................................................
Total equity ...........................................................................................................................................................
Total liabilities and equity ....................................................................................................................................

49

Consolidated Balance Sheet

5,154,971
4,239,359
545,842369,770
6,833,717
5,469,195
453,937
928,632(18,047)
20,994,795
15,621,132
5,373,663
19,656,808
19,539,742
117,066
2,506,912
448,785
335,401
105,088
462,017
1,155,621
55,147,203
1,054,717
6,490,127
1,310,825
2,823,100
2,356,202
19,396,575
16,870,303
2,133,066
393,206
10,890,610
1,414,546
12,452,115
51,698,690

594,493

708,785
1,705,725
459,984(118,798)
3,350,189
98,324
3,448,513
55,147,203

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Consolidated Statement of Income (April 1, 2023 — March 31, 2024)(Millions of yen)
Commissions ........................................................................................................................................................
Fees from investment banking ..............................................................................................................................
Asset management and portfolio service fees .......................................................................................................
Net gain on trading ................................................................................................................................................
Gain on private equity and debt investments .......................................................................................................
Interest and dividends ...........................................................................................................................................
Gain on investments in equity securities ..............................................................................................................
Other .....................................................................................................................................................................

364,095
173,265
310,154491,611
11,8772,620,856
9,612
175,824

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

4,157,294

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

2,595,294

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

1,562,000

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

673,523
137,328
217,126
68,69824,236167,239

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

1,288,150

Income before income taxes ..................................................................................................................................
Income tax expense ...............................................................................................................................................

273,850
96,630Net income ............................................................................................................................................................

177,220

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

11,357

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

165,86350

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Consolidated Statement of Changes in Equity (April 1, 2023 — March 31, 2024)(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 an affiliated company's interests .................................................................................................
Balance at end of year ..................................................................................................................................
Retained earnings
Balance at beginning of year .........................................................................................................................
Net income attributable to Nomura Holdings, Inc.’s shareholders ...............................................................
Cash dividends ..............................................................................................................................................
Loss on sales of treasury stock .....................................................................................................................
Cancellation 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 .............................................................................................................
Cancellation of treasury stock......................................................................................................................
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 ......................................................................................
Net change in accumulated other comprehensive income (loss) attributable to noncontrolling interests
Cumulative translation adjustments ..........................................................................................................
Transaction between NHI group and noncontrolling interest holders, net ...................................................
Other net change in noncontrolling interests .................................................................................................
Balance at end of year ...................................................................................................................................
Total equity balance at end of year .......................................................................................................................

51

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

594,493594,493
707,1891,609(13)
708,785
1,647,005
165,863(68,674)(2,364)(36,105)
1,705,725

242,767
201,304
444,071(32,174)
12,662(19,512)
107,861(72,436)
35,425459,984(118,574)(61,199)
024,87036,105(118,798)
3,350,189
75,575(3,548)
11,357
2,042
11,855
1,043
98,324
3,448,513

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知[Translation]
Independent Auditor’s Report
May 16, 2024
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Hiroki Matsumura
Designated Engagement Partner
Certified Public Accountant
Hisashi Yuhara
Designated Engagement Partner
Certified Public Accountant
Shinichi Hayashi
Designated Engagement Partner
Certified Public Accountant
Toshiro Kuwata
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 andchanges in equity and notes to the consolidated financial statements of Nomura Holdings, Inc. and its consolidated
subsidiaries (the Group) applicable to the fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position and results of operations of the Group applicable to the fiscal year ended March 31,
2024, 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 theOrdinance 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 consolidated financial statements in Japan, and we have fulfilled
our other ethical 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.
Other Information
The other information comprises the information included in the Group’s business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit
Committee is responsible for overseeing the Group’s reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
52

Report of Independent Auditors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the 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, mattersrelated to going concern.
The Audit Committee is responsible for overseeing the Group’s financial reporting process.
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 ouropinion. 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.
・Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, 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 or conditions 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 andevents in a manner that achieves fair presentation in accordance with accounting principles generally acceptedin the United States of America with certain disclosure items omitted pursuant to the same provisions in thesecond sentence of Article 120, section 1 of the Ordinance on Accounting of Companies, as applied to Article120-3, 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 the 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 the Audit Committee with a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of the consolidated financial statements in Japan, and tocommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate threats or safeguards applied to reduce threats to an
acceptable level.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
53

Report of Independent Auditors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
(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 Group, prepared inJapanese, for the year ended March 31, 2024. Ernst & Young ShinNihon LLC has not audited the English language
version of the financial statements for the above-mentioned year.

54

Report of Independent Auditors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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”) 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 120th fiscal year (from April 1, 2023 toMarch 31, 2024). We hereby report the method, content 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, the Audit
Committee received reports from the Executive Officers, etc. of the Company regarding 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 audits, received reports fromAccounting Auditor regarding the status of the performance of its duties, and, whenever necessary, asked for
explanations. Furthermore, we have received confirmation from the Accounting Auditor that the “Structure for Ensuring
Appropriate Operation” (matters set forth in the 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,
November 16, 2021), etc., and when necessary, asked for explanations. Regarding key audit matters, we have consulted
with Ernst & Young ShinNihon LLC, received reports on the status of the audit implementation, 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 have found that both the method and results of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.

May 16, 2024

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Victor Chu, Member of the Audit Committee
Masahiro Ishizuka, Member of the Audit Committee
Shoji Ogawa, Member of the Audit Committee

Note: Noriaki Shimazaki, Victor Chu and Masahiro Ishizuka are Outside Directors as provided for in Article 2, Item 15
and Article 400, Paragraph 3 of the Companies Act.

55

Report of the Audit Committee on the Consolidated Financial Statements

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Balance Sheet (As of March 31, 2024)(Millions of yen)
ASSETS
Current Assets: ......................................................................................................................................................
Cash and time deposits ..................................................................................................................................
Short-term loans receivable ..........................................................................................................................
Accounts receivable ......................................................................................................................................
Income taxes refund 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 ...............................................................................................................................

56

Balance Sheet,Statement of Income

5,526,121
234,014
4,954,878
6,874
9,643
320,711
5,100,659
32,289
6,752
9,334
210
15,994
76,62376,6230
4,991,747
109,850
2,497,092
44,8062,214,233
21,30484,05920,427(23)
10,626,780
2,876,957
2,349,226
287,040
75,266
2,431
72,07390,922
5,208,926
2,971,968
2,017,116
219,842
8,085,883
2,654,986
594,493559,676
559,676
1,619,248
81,8581,537,390
1,537,390(118,431)(114,359)
28,803(143,162)270
2,540,897
10,626,780

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知Statement of Income (April 1, 2023 — March 31, 2024)(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 ................................................................................................................................................................
Operating expenses ...............................................................................................................................................
Compensation and benefits ...............................................................................................................................
Occupancy and equipment costs .......................................................................................................................
Data processing and office supplies ..................................................................................................................
Depreciation and amortization ..........................................................................................................................
Taxes .................................................................................................................................................................
Others ................................................................................................................................................................
Interest expenses ...............................................................................................................................................

557,326
110,856
27,82345,920108,572
239,682
24,473
480,359
54,63039,98077,14029,861
3,452
7,771
267,527

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

76,967

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

16,377
9,624

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

83,720Extraordinary income ............................................................................................................................................
Gain on liquidation of subsidiaries and affiliates ..............................................................................................
Gain on sales of investment securities ..............................................................................................................
Gain on reversal of subscription rights to shares ..............................................................................................
Extraordinary losses ..............................................................................................................................................
Loss on sales of investment securities ..............................................................................................................
Loss on devaluation of investment securities ....................................................................................................
Loss on liquidation of subsidiaries and affiliates ........................................................................................
Loss on devaluation of stocks of subsidiaries and affiliates ..............................................................................
Loss on sales and retirement of fixed assets ......................................................................................................

20,1601,619
17,993
548
5,006
6
2,467
55
167
2,311

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

98,873

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

14,968(6,642)

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

90,54857

Balance Sheet,Statement of Income

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知Statement of Changes in Net Assets (April 1, 2023 — March 31, 2024)(Millions of yen)
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 reserve
Balance at beginning of the year ...............................................................................................................

559,676
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 ....................................................................................................................
Cancellation 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 ....................................................................................................................
Cancellation of treasury stock .............................................................................................................
Total change in the year ........................................................................................................................
Balance at end of the year .........................................................................................................................
Treasury stock
Balance at beginning of the year ...............................................................................................................
Change in the year
Purchases of treasury stock ...................................................................................................................
Disposal of treasury stock ....................................................................................................................
Cancellation of treasury stock .............................................................................................................
Total change in the year ........................................................................................................................
Balance at end of the year .........................................................................................................................

58

Statement of Changes in Net Assets

559,676

81,85881,8581,544,020(60,164)
90,548(909)(36,105)(6,630)1,537,390
1,625,878(60,164)
90,548(909)(36,105)(6,630)1,619,248(118,377)(61,029)
24,871
36,105(54)(118,431)

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(Millions of yen)
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 ....................................................................................................................
Total change in the year ........................................................................................................................
Balance at end of the year .........................................................................................................................
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 ...................................................................................................................................................
Total change in the year ............................................................................................................................
Balance at end of the year .............................................................................................................................

2,661,670(60,164)
90,548(61,029)
23,961(6,684)2,654,986

40,198(11,395)(11,395)
28,803(126,128)(17,034)(17,034)(143,162)(85,930)(28,429)(28,429)(114,359)

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

(2,093)(2,093)

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

270

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 .......................................................................................................................................................
Total change in the year ................................................................................................................................
Balance at end of the year .................................................................................................................................

59

Statement of Changes in Net Assets

2,363

2,578,102(60,164)
90,548(61,029)
23,961(30,521)(37,205)
2,540,897

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知[Translation]
Independent Auditor’s Report
May 16, 2024
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Hiroki Matsumura
Designated Engagement Partner
Certified Public Accountant
Hisashi Yuhara
Designated Engagement Partner
Certified Public Accountant
Shinichi Hayashi
Designated Engagement Partner
Certified Public Accountant
Toshiro Kuwata
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 and changes in net assets, the notes to thefinancial statements and the related supplementary schedules of Nomura Holdings, Inc. (the “Company”)
applicable to the 120th fiscal year from April 1, 2023 to March 31, 2024.
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, 2024, 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.
Other Information
The other information comprises the information included in the Company’s business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit
Committee is responsible for overseeing the Company’s reporting process of the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.

60

Report of Independent Auditors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Responsibilities of Management and the 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 tofraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue asa going concern and disclosing, as required by accounting principles generally accepted in Japan, matters related togoing concern.
The Audit Committee is 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.
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 and appropriate to provide a basis for our opinion.
・Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, 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 basedon 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 the 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 the 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 withthem all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, actions taken to eliminate threats or safeguards applied to reduce threats to an acceptable level.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
(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, 2024. Ernst & Young ShinNihon LLC has not audited the English language version of
the financial statements for the above-mentioned year.

61

Report of Independent Auditors

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Nomura Holdings, Inc. (the “Company”) audited the execution of duties by the Directors
and Executive Officers of the Company during the 120th fiscal year (from April 1, 2023, to March 31, 2024). We hereby
report the method, content, 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 business execution, investigated the performance of duties by the Directors,
Executive Officers, Senior Managing Directors, and other significant employees, etc., and investigated the conditions 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
said resolution, we have received regular reports on the status of the establishment and maintenance of the system fromthe Directors, Executive Officers, Senior Managing Directors, and significant employees, etc., asked for explanations asnecessary, and provided our opinions accordingly. In relation to internal control over financial reporting required under
the Financial Instruments and Exchange Act, we have received reports from Executive Officers, etc. and Ernst & Young
ShinNihon LLC regarding the assessment of such internal controls and status of the audit and asked for explanations asnecessary.
With respect to subsidiaries, we have communicated and exchanged information with the subsidiaries’ Directors,
Senior Managing Directors, members of the Audit and Supervisory Committees, and corporate auditors, etc. and, whennecessary, 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 audits, received reports from the Accounting Auditor regarding the status of theperformance of its duties, and, whenever necessary, asked for explanations. In addition, we have received confirmationfrom the Accounting Auditor that the “Structure for Ensuring Appropriate Operation” (matters set forth in the 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, November 16, 2021), etc. and, when necessary, asked for
explanations. Regarding key audit matters, we have consulted with Ernst & Young ShinNihon LLC, received reports on
the status of the audit implementation, 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 supplementary schedules for this fiscal year.
2.

RESULT OF THE AUDIT(1)

Result of the audit of the Business Report, etc.
1. We have found that the business report and its supplementary schedules fairly present the status of theCompany 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 Executive Officers, we have found no
misconduct or material facts that violate applicable laws, 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 on the content of the business report or the execution ofduties by the Directors and Executive Officers regarding the internal control system maintained based on said
resolution, including internal control over financial reporting required under the Financial Instruments andExchange Act.

62

Report of the Audit Committee

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知(2)

Result of the audit of Financial Statements and Supplementary Schedules
We have found that both the method and results of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.

May 16, 2024

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Victor Chu, Member of the Audit Committee
Masahiro Ishizuka, Member of the Audit Committee
Shoji Ogawa, Member of the Audit Committee

Note: Noriaki Shimazaki, Victor Chu and Masahiro Ishizuka are Outside Directors as provided for in Article 2, Item 15
and Article 400, Paragraph 3 of the Companies Act.

63

Report of the Audit Committee

2024/05/31 17:02:26 / 24101220_野村ホールディングス株式会社_招集通知

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 ourresults 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.

64

Shareholder Notes

May 31, 2024
To: Shareholders of Nomura Holdings, Inc.
Kentaro Okuda
Director, Representative Executive Officer,
President and Group CEO
Nomura Holdings, Inc.
1-13-1 Nihonbashi, Chuo-ku, Tokyo, JAPAN

Amendments to Parts of the "Notice of Convocation of the 120th Annual General
Meeting of Shareholders"
As there were errors in parts of the content of Nomura Holdings, Inc.’s “Notice ofConvocation of the 120th Annual General Meeting of Shareholders,” those parts are
hereby amended as set out below.
Places Amended (the parts amended have been indicated by underlining them):
1. The “Notice of Convocation of the 120th Annual General Meeting of Shareholders”(Page 18)
The name of the company in “(Significant concurrent positions)” and “(Reasons fordesignation as an outside director nominee and expected role)” for Mr. Oshima.
Amendment

NGK INSULATORS, LTD.

Error

NGK INSULATPRS, LTD.

2. The “Notice of Convocation of the 120th Annual General Meeting of Shareholders”(Page 31)
The figures in the table in “7. Organizational Structure (3) Status of Employees” in the“Report for the 120th Fiscal Year.”
Amendments

Employees
26,850

Increase /Decrease
75 Increase

ErrorsEmployees
26,853

Increase /Decrease
78 Increase

3. The “Notice of Convocation of the 120th Annual General Meeting of Shareholders”

(Page 41 and 42)
The figures in the table in “6. Matters relating to Performance-Linked Compensation (2)Performance Indicator to be used for calculation of the Performance-Linked
Compensation” in the“Report for the 120th Fiscal Year.”
Amendments

ErrorsActualItem
Revenue costcoverage ratio(1)Total Shareholder
Return(“TSR”)

(2)

82.5％
196.3％

ActualItem
Revenue costcoverage ratio(1)Total Shareholder
Return(“TSR”)(2)82.0％
192.0％

4. The “Notice of Convocation of the 120th Annual General Meeting of Shareholders”(Page 44)
The content of “7. Matters relating to Stock Based Compensation and Non-Monetary
Compensation (3) Introduction of PSU 2) Calculation method for the number of shares
to be granted c) Performance evaluation period and payment schedule” in the“Reportfor the 120th Fiscal Year.”
Amendment

Error

The performance evaluation period shall

The performance evaluation period shallbe three years from the fiscal year inbe three years from the fiscal year

which the base number of PSUs isfollowing the fiscal year in which

determined.

the base number of PSUs is determined.

5. The “Notice of Convocation of the 120th Annual General Meeting of Shareholders”(Page 44)
The content of the legend of the chart in “7. Matters relating to Stock Based
Compensation and Non-Monetary Compensation (3) Introduction of PSU 2) Calculation
method for the number of shares to be granted c) Performance evaluation period andpayment schedule” in the“Report for the 120th Fiscal Year.”
Amendment

Error

The base number of shares for the PSU

The number of shares to be granted is

to be decided

decidedEnd