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. (English Translation) Notice of Convocation of the 120th Annual General Meeting of Shareholders
2. (English Translation) Out of the Documents Describing the Electronic Provision Measures Matters,
Matters not Described in the Documents for Delivery in Accordance With Document Delivery
Requests Pursuant to Laws/Regulations and the Articles of Incorporation (Matters Omitted from
Documents for Delivery)

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 24, 2024

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

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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

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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

2024/05/22 9:54:35 / 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:

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Notice of Convocation of the Annual General Meeting of Shareholders

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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.

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Notice of Convocation of the Annual General Meeting of Shareholders

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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)

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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2024/05/22 9:54:35 / 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.

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Appointment of Twelve Directors

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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.

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Appointment of Twelve Directors

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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.

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Appointment of Twelve Directors

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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.

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Appointment of Twelve Directors

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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.

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Appointment of Twelve Directors

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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

2024/05/22 9:54:35 / 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

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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.

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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

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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

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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

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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

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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 INSULATPRS, 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 NGKINSULATPRS, 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

2024/05/22 9:54:35 / 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.

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Appointment of Twelve Directors

2024/05/22 9:54:35 / 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.

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Information

2024/05/22 9:54:35 / 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.

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Information

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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 .......

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Information

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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

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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

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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.

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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.

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3. Financing Situation(1) Funding situation
In terms of funding, the Company, Nomura Securities Co., Ltd., Nomura Europe Finance N.V., Nomura BankInternational plc, Nomura International Funding Pte. Ltd., and Nomura Global Finance Co., Ltd. are the maingroup entities that borrow externally, issue debt instruments and engage in other funding activities. By raisingfunds to match the currencies and liquidities of our assets or by using foreign exchange swaps as necessary, we
pursue optimization of our funding structures.
(2) Capital Expenditures
Capital expenditures focus primarily on 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.

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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

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Management Challenges and Strategies,Major Business Activities,Organizational Structure2024/05/22 9:54:35 / 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.

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・ 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2024/05/22 9:54:35 / 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

26,85378 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

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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2024/05/22 9:54:35 / 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2024/05/22 9:54:35 / 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.

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

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

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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. (*)

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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.

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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.

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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.

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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.

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

Fixed compensation
Base Saraly

13
(10)
8
21

(2)(3)

Performance-linked compensation
Notional

Cash Bonuses

389
(217)
598
987

Stock Unit

Ristricted
(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

82.0％

Income before income taxes

274 billions of yen(1)

52.69 yen

EPS

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5.1％

Capital efficiency

ROE

Shareholder returns

Total Shareholder Return(“TSR”)(2)

192.0％(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.

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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

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Matters Relating to the Company’s Directors and Executive Officers_2

×

50%

×

Basic numberof shares

2024/05/22 9:54:35 / 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 following 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 the stock 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 number of shares to be granted is 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
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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

2024/05/22 9:54:35 / 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

2024/05/22 9:54:35 / 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
methodfor
executivecompensation 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

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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

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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

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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

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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

2024/05/22 9:54:35 / 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

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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
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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.

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Report of the Audit Committee on the Consolidated Financial Statements
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The Audit Committee of Nomura Holdings, Inc. (the “Company”) 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

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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

2024/05/22 9:54:35 / 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

2024/05/22 9:54:35 / 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)

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

2024/05/22 9:54:35 / 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.

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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.

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Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Nomura Holdings, Inc. (the “Company”) audited the execution 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.

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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.

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Shareholder Notes

Fiscal Year…………………………………………………

Annual General Meeting of the Shareholders……………

April 1 to March 31

Held in June

<Special Note Regarding Forward-Looking Statements>
This report contains forward-looking statements that are based on our current expectations, assumptions, estimatesand projections about our business, our industry and capital markets around the world. These forward-looking
statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”,“plan” or similar words. These statements discuss future expectations, identify strategies, contain projections of 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

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

The 120th Annual General Meeting of Shareholders
Out of the Documents Describing the Electronic Provision Measures Matters, Matters not Described in theDocuments for Delivery in Accordance With Document Delivery Requests Pursuant to Laws/Regulations
and the Articles of Incorporation (Matters Omitted from Documents for Delivery)(1) Stocks Acquisition Rights(2) The Content of the Resolution Adopted Regarding the Maintenance of Structures such as the Structure for
Ensuring Appropriate Business Activities and the Summary of the Status of the Implementation of theStructure(3) Notes to the Consolidated Financial Statements(4) Notes to the Financial Statements
With regard to the matters above, pursuant to laws/regulations and the provisions of Article 25 of the Company’s
Articles of Incorporation, they are omitted from the document (Documents Describing the Electronic Provision Measures
Matters) that will be delivered to shareholders from whom a request for document delivery has been received.

Nomura Holdings, Inc.

1

Cover

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Stocks Acquisition Rights
1. Stock Acquisition Rights as of the end of the fiscal year

Name of Stock Acquisition Rights

Allotment Date

Number ofStock
Acquisition
RightsStock Acquisition Rights No.71 ...............

June 7, 2016

1,853

Number of
Shares under
Stock
Acquisition
Rights185,300

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

June 9, 2017

1,519

151,900

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

June 9, 2017

5,536

553,600

Stock Acquisition Rights No.78 ...............

June 9, 2017

1,428

142,800

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

June 9, 2017

1,777

177,700

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

June 9, 2017

470

47,000Stock Acquisition Rights No.81 ...............

June 9, 2017

1,321

132,100

Stock Acquisition Rights No.84 ...............

November 17, 201718,052

1,805,200

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

November 20, 201817,282

1,728,200

Period for
the Exercise of
Stock Acquisition Rights

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

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

────────(Notes)1. Stock acquisition rights are issued in conjunction with the Company’s equity-based compensation plan and nopayment is required in exchange for stock acquisition rights.
2. Any transfer of stock acquisition rights is subject to approval by the Board of Directors of the Company.
3. No stock acquisition rights shall be exercised partially. Grantees who lose their positions as executives or
employees due to resignation or other similar reasons before the commencement of the exercise period will, in
principle, forfeit their stock acquisition rights.
4. Number of stock acquisition rights and number of shares under stock acquisition rights are as of the end of the
fiscal year.
5. Stock Acquisition Rights No.1 to No.70, No.72 to No.75, No.82 and No.83 were all extinguished by exercise,forfeiture, or expiration of exercise period.

2

Stocks Acquisition Rights_1

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2. Stock Acquisition Rights Held by the Directors and Executive Officers of the Company as of the end of the
fiscal year
Directors and Executive Officers(excluding Outside Directors)
Name of Stock Acquisition Rights
Number of
Stock Acquisition Rights
Stock Acquisition Rights No.77 ...........................
Stock Acquisition Rights No.78 ...........................
Stock Acquisition Rights No.79 ...........................
Stock Acquisition Rights No.80 ...........................
Stock Acquisition Rights No.81 ...........................

Number of
Holders
790
28
28
28
28

4
1
1
1
1

────────(Notes)1. Number of stock acquisition rights is as of the end of the fiscal year.
2. No stock acquisition rights have been issued to Outside Directors.
3. Other Significant Matters
On May 16, 2024, the Company passed a resolution to grant Restricted Stock Unit (“RSU”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc.
Number of Granted RSU

Number of Shares of Common Stockunder the RSU

49,784,400

49,784,400

On May 16, 2024, the Company passed a resolution to grant Performance Share Unit (“PSU”) to executive officersof the Company.
Base number of shares

Shares when applying a payout rate of
150%

782,100

1,173,200

3

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

2. Audit System within the Nomura Group(1) The Company shall establish a group audit structure centered around the Company (the holding company) sothat the Audit Committee can conduct audits in coordination with the Audit Committees, etc., of subsidiaries.
(2) The Audit Committee shall audit the legality, adequacy and efficiency of the business of the Nomura Group incoordination, as necessary, with the Audit Committee of its subsidiaries.
4

Matters Concerning the Audit Committee

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Summary of Implementation Status of the Structure indicated above]
Meetings of the Audit Committee of the Company and the Audit and Supervisory Committee of
Nomura Securities, its major subsidiary, are held jointly as necessary. The Chairman of the Audit
Committee of the Company concurrently serves as the Chairman of the Audit and Supervisory
Committee of Nomura Securities. Further, additional efforts are being made to coordinate closely
by having persons such as full-time Audit Committee Members of the Company and Audit
Mission Directors of Nomura Securities concurrently serve as Company Auditors, Audit
Committee Members and Audit and Supervisory Committee Members of subsidiaries in Japan andoverseas. Additionally, the Audit Committees have been sharing information regarding audit
issues and problem awareness with the Audit and Supervisory Committee members of Nomura
Securities, Nomura Asset Management, and Nomura Trust and Banking, as well as with the
Chairpersons of the Audit Committees established at the holding companies that supervise each of
the 3 overseas regions (Europe, the Americas, and Asia) at the Nomura Group, with a view tostrengthening global and group-wide collaboration.

3. Structures Ensuring the Effectiveness of the Audit(1) Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may
participate in or attend important meetings including meetings of the Executive Management Board.
(2) The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct
audits of financial statements about the audit plan at the beginning of the period, audit status during the period,
audit results at the end of the period, and the status of internal controls over financial reporting. Members of the
Audit Committee and the Audit Mission Director may exchange opinions with accounting auditors and accounting
firms that conduct audits of financial statements as necessary.
(3) A member of the Audit Committee designated by the Audit Committee may investigate the Company or its
subsidiaries through, as necessary, himself/herself, other members of the Audit Committee or the Audit Mission
Director.
(4) The Audit Committee in conducting audits may engage attorneys, certified public accountants, consultants orother outside advisors as deemed to be necessary.
[Summary of Implementation Status of the Structure indicated above]
Audit Committee Members designated by the Audit Committee have participated in or attended
important meetings such as meetings of the Executive Management Board and the Internal
Controls Committee as well as Board Risk Committee managing important risks as anorganization independent from execution functions.
The Audit Committee has directly received explanations regarding the audit plan at the
beginning of the period, audit status during the period, audit results at the end of the period, andthe status of internal controls over financial reporting, from Ernst & Young ShinNihon LLC who
is the Accounting Auditor and accounting firm that conducts audits of the Financial Statements. In
addition, Audit Committee Members share the awareness of audit problems and exchange of
opinions with Ernst & Young ShinNihon LLC by, for example, holding regular meetings with
Ernst & Young ShinNihon LLC and seeking the opinions as necessary.
The Audit Committee conducted on-site inspections and hearings using telephone conferences
or internet meetings, as necessary, either directly or through the Audit Mission Directors of
Nomura Securities, at departments of the Company, the branches or departments of Nomura
Securities, as well as at other subsidiaries.
The results of these activities have been reported to the Audit Committee. Moreover, the Audit
Committee, by entering into an advisory services agreement with an external lawyer, hasestablished a structure whereby expert opinions can be sought from the lawyer as needed, and hastaken legal advices from the lawyer whenever necessary.

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4. Internal Audit Structure(1) Executive Officers shall install an officer and a department in charge of internal audit, and through internal
audit activities, shall maintain a structure that ensures the effectiveness and adequacy of internal controls across theentire business of the Nomura Group.
(2) The Company shall obtain the approval of the Audit Committee, or a member of the Audit Committee
designated by the Audit Committee, regarding implementation plans and formulation of the budget relating tointernal audit, and shall obtain the consent of the Audit Committee, or a member of the Audit Committee
designated by the Audit Committee, regarding the election and dismissal of the Head of the Internal Audit
Division.
(3) The Audit Committee shall coordinate with the Internal Audit Division by hearing reports regarding the status
of internal audits, and with regard to internal audits, issuing recommendations, etc., concerning the modification of
the implementation plan, additional audits, development of remedial measures, etc.
[Summary of Implementation Status of the Structure indicated above]
To secure the validity and suitability of internal controls, the Group Internal Audit Department
has been put in place within the Company and units dedicated to internal audit have also been put
in place at each major subsidiary under the Company. These internal audit departments carry out
audits independent from business execution and carry out activities such as the provision of advice
and recommendations for business improvement.
The proposed annual internal audit plan (including its changes) and budget are approved by the
Audit Committee or its designated member and also the progress and result of internal audits arereported to the Audit Committee.
In addition, the Audit Committee has the Senior Managing Director in charge of Group Internal
Audit participate in committee meetings, is coordinating with the Internal Audit Division by, forexample, receiving reports, as necessary, directly from the Senior Managing Director in charge ofGroup Internal Audit regarding matters such as the maintenance/operational status of the internal
control structure and the implementation status of internal audits and requesting that the Senior
Managing Director in charge of Group Internal Audit formulate internal audit plans given key
audit points to be confirmed.
Furthermore, Chairman of Audit Committee and full-time Audit Committee Member holdregular meetings with the Accounting Auditor and Senior Managing Director in charge of GroupInternal Audit to share awareness of audit problems and exchange opinions, thereby enhancing
Nomura Group's audit activities.

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Matters Concerning the Audit Committee

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示< II. Matters Concerning the Executive Officers >1. Compliance and Conduct Risk Management Structure(1) Thorough Compliance with the Nomura Group Code of Conduct
Executive Officers shall promote lawful management in accordance with laws, regulations and the Articles ofIncorporation, and shall swear to comply with the Nomura Group Code of Conduct. At the same time, Executive
Officers shall ensure that the permeation of the Nomura Group Code of Conduct is well known amongst Senior
Managing Directors and employees of the Company and shall ensure compliance with the said Code.
(2) Establishment and Maintenance of the Compliance and Conduct Risk Management Structure
Executive Officers shall strive to maintain the Nomura Group’s compliance and conduct risk management structure
through, among other means, the maintenance of compliance and conduct risk management-related regulations andthe installation of responsible divisions and persons. The Company shall install Compliance Managers, etc., orother persons responsible for compliance, in each company within the Nomura Group to take corrective action
against cases regarding any conduct considered questionable in light of social ethics or social justice and tothoroughly ensure that business activities undertaken by employees are based on a law-abiding spirit and social
common sense, thereby promoting execution of duties in accordance with laws and regulations.
(3) Compliance Hotline(a) Executive Officers shall put into place a “Compliance Hotline” as a channel through which employees can, withregard to conduct in the Nomura Group that may be questionable based on compliance with laws and regulations,etc., including matters concerning accounting or accounting audits, report such conduct directly to the person
appointed by the Board of Directors.
(b) Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content of such
notifications, made through the Compliance Hotline.
(4) Maintenance of Structures concerning Financial Crimes, etc.
The Nomura Group shall implement money laundering and terrorist financing countermeasures, prevent bribery,and shall not carry out any transaction with anti-social forces or groups and transactions with those subject toeconomic sanctions which are prohibited by laws, etc. in other nations. Executive Officers shall maintain structuresthat are necessary for this purpose.

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2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Summary of Implementation Status of the Structure indicated above]
Nomura Group established the “Nomura Group Code of Conduct”, and every year, the officers
and employees of the Nomura Group have pledged to observe the “Nomura Group Code of
Conduct”. On the “Nomura Founding Principles and Corporate Ethics Day” held every August, allofficers and employees have reaffirmed the lessons learned from the past incidents and haverenewed our determination to prevent similar incidents from recurring in the future and further
improve public trust through discussion on proper conduct and commitment to comply with the“Nomura Group Code of Conduct”.
Nomura Group has established the “Nomura Group Conduct Program” as a framework for
management and the Nomura Group Conduct Committee as a forum for discussion anddeliberation on the promotion of the Code of Conduct, compliance and conduct risk management.
We have also established the “Nomura Group Conduct Risk Management Policy” and “Group
Compliance Risk Management Policy”, and we are developing an effective system based on theconcept of three-lines defense by defining clear roles of the first, second and third lines. SeniorConduct Officers have been assigned to each division on the first line to manage conduct risk inaccordance with each division's situation. In compliance division as the second line, we haveappointed a Chief Compliance Officer in charge of establishing and maintaining the effectivenessof Nomura Group's compliance system and also appointed a Compliance officer at each Group
company and in each overseas region. The Chief Compliance Officer, through giving instructions
to Group Compliance Dept., works with the compliance officers at each Group company andoverseas regions to strengthen the internal control system for global business development and toestablish and maintain the compliance system at each Group company including overseas regions.
The Nomura Group Compliance Hotline has been established to disclose wrongdoing directly todesignated recipients. There are multiple ways to disclose and anonymous disclosure is acceptable.
The disclosure will be treated as strictly confidential. In order to ensure anonymity, it is possible todisclose through an external vendor system.
The core principal of Nomura’s Group Code of Conduct is to prevent money laundering andterrorist financing, bribery and corruption, and transactions with anti-social forces with a strongrisk management framework.
As a global policy on anti-money laundering and combating the financing of terrorism(AML/CFT), we have established the “Nomura Group Anti-Money Laundering and Combating the
Financing of Terrorism Policy”, which stipulates the principles and standards to be observed
across regions and group entities.
In the Nomura Group, Group AML/CFT Head is appointed with responsibility for establishingand maintaining AML/CFT framework. Financial Crime Dept. is in charge of assisting the Group
AML/CFT Head, and AML Compliance Officer in each group entity with responsibility foroverseeing AML/CFT framework in the group entities.
In addition, the Nomura Group has established the “Nomura Group Anti-Bribery and AntiCorruption (ABC) Policy” as a global policy concerning the prevention of bribery and corruption.
The Chief Compliance Officer is responsible for the establishment of ABC framework with theassistance of Financial Crime Dept.

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2. Risk Management Structure(1) Executive Officers shall acknowledge the importance of identification, evaluation, monitoring and managementof various risks relating to the execution of the Nomura Group’s business centered on risks such as market risk,
credit risk, liquidity risk, and operational risk and ensure understanding and management of such risks at eachcompany within the Nomura Group.
(2) Executive Officers shall strive to maintain a system to ensure the effectiveness of risk management in the
Nomura Group through, among other means, the maintenance of regulations concerning risk management and theinstallation of responsible divisions and persons.
(3) Executive Officers shall report the status of risk management structures within the Nomura Group to the Group
Risk Management Committee. The Group Risk Management Committee shall analyze the risk management statusof the entire Nomura Group based on the report and take appropriate measures to establish the most suitable risk
management structures for the business.
(4) Executive Officers shall report important matters concerning risk management to the Board Risk Committee
regularly and in a timely manner and obtain consent of the Board Risk Committee on certain matters.
(5) Executive Officers shall maintain a structure that enables the Nomura Group to prevent or avoid crises, ensure
the safety of customers, officers and employees of the Nomura Group, protect operating assets, reduce damage andensure early recovery from any damage by establishing basic principles of business continuity including
precautionary measures against crises, such as natural disasters or system failures, and emergency measures.
[Summary of Implementation Status of the Structure indicated above]
At the Nomura Group, the type and level of risk for the purpose of achieving the objection ofmanagement strategy and business plans is set forth as the Risk Appetite.
To prescribe the basic principles, framework, and governance concerning risk management,with the purpose of contributing to securing appropriate risk management of the Nomura Group,
the Risk Management Policy has been put in place. The unit in charge of risk management is
structured as an organization that is independent from units that execute business, and the various
risks relating to business execution are identified, evaluated, monitored, and managed.
As for risks arising out of business operations, on the basis of the basic policy of restraining
within the scope of the Risk Appetite, the Executive Management Board or the Group Risk
Management Committee upon delegation by the Executive Management Board deliberates anddetermines important matters relating to risk management.
In addition, the Company prescribes the basic principles of crisis management at the Nomura
Group in the Nomura Group Crisis Management Regulations. In accordance with such regulations,each company of the Nomura Group has appointed Crisis Management Officers and discusses
crisis management measures based on the fundamental policies of crisis management adopted byeach company. Also, by establishing the Group Crisis Management Committee, the Company has
established a global crisis management structure, which includes business continuity measures incase of an emergency. The content of resolutions adopted by the Committee is reported to the
Executive Management Board.

3. Reporting Structure in Relation to Execution of Duties(1) Executive Officers shall report on the status of their own execution of duties not less frequently than once every
3 (three) months. They shall also maintain a reporting structure that governs reporting with respect to Nomura
Group directors, executives, and employees.
(2) Executive Officers shall report the following matters on a regular basis to the Audit Committee directly or
through the members of the Audit Committee or the Audit Mission Director:(a) The implementation status of internal audits, internal audit results, and remediation status;(b) The maintenance and operational status of the compliance and conduct risk management structure;(c) Risk management status;
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Matters Concerning the Executive Officers

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示(d) The outline of quarterly financial results and material matters (including matters concerning the selection andapplication of significant accounting policies and matters concerning internal controls over financial reporting);and(e) The operational status of the Compliance Hotline and details of the reports received.
(3) In the event that an Executive Officer, Senior Managing Director, or employee is requested to report on amatter concerning the execution of such person’s duties by an Audit Committee Member designated by the Audit
Committee or the Audit Mission Director, such person shall promptly report on such matters.
(4) In the event that a Director, Executive Officer or Senior Managing Director becomes aware of a matter raised
below, an immediate report must be made to a member of Audit Committee or Audit Mission Director. Moreover,in the event that the person who becomes aware of such a matter is an Executive Officer or Senior Managing
Director, a report must be made simultaneously to the Executive Management Board or the Nomura Group
Conduct Committee. The Executive Management Board or the Nomura Group Conduct Committee will deliberateconcerning such matter, and in the event that it is admitted as necessary, based on such results, appropriate
measures will be taken.
(a) Any material violation of law or regulation or other important matter concerning compliance and conduct.
(b) Any legal or financial problem that may have a material impact on the business or financial conditions of each
Nomura Group company.
(c) Any order from any regulatory authority or other facts that may potentially cause the Nomura Group to incur asignificant loss.
(5) In the event that a Nomura Group director, officer, or employee discovers a matter raised above, the Company
must maintain a structure that provides for immediate direct or indirect reporting to an Audit Committee Memberor Audit Mission Director.
(6) To ensure that persons making a report prescribed in the preceding paragraph 2 do not receive disadvantageous
treatment due to the making of such report, the Company must take appropriate measures.
[Summary of Implementation Status of the Structure indicated above]
Executive Officers provide reports concerning the deliberation status of the Executive
Management Board, the Group’s financial status, and the business execution status of eachdivision at each meeting of the Board of Directors. Further, Executive Officers provide reports
concerning their business execution status directly to the Audit Committee or through an Audit
Committee Member. At the same time, as for Executive Officers, Senior Managing Directors, andemployees, if an Audit Committee Member seeks a report on matters concerning the execution of
their duties, a report is presented on such matters promptly.
The Company routinely disseminates to all officers and employees of the Nomura Group thefact that a report must promptly be made to each company’s designated point of contact in theevent that activity, such as activity that could be in violation of laws, regulations, or internal rules,
is found.
Furthermore, at the Nomura Group, in accordance with internal rules such as the Regulations on
Management of Nomura Group Compliance Hotline, in addition to prohibiting any dismissal,
demotion, salary reduction, or other disadvantageous treatment due to such a report, the fact thatsuch disadvantageous treatment is prohibited is disseminated to all Nomura Group officers andemployees.

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4. Structure for Ensuring the Effectiveness of the Execution of Duties(1) Executive Officers shall determine the Nomura Group’s management strategy and business execution, andexecute business in accordance with the management organization and allocation of business duties determined by
the Board of Directors.
(2) Executive Officers shall determine the allocation of business duties between each Senior Managing Director
and the scope of authority of each employee, and thereby ensure the effectiveness of the structure for the executionof duties and establish a responsibility structure for the execution of duties.
(3) Of the matters whose business execution decision has been delegated to Executive Officers based on a
resolution adopted by the Board of Directors, certain important matters shall be determined through thedeliberation and determination by bodies, such as the Executive Management Board, or through documents
requesting managerial decisions.
(4) The Executive Management Board shall determine or review the necessary allocation of management resources
based on the business plan and budget application of each division and regional area to ensure the effective
management of the Nomura Group.
[Summary of Implementation Status of the Structure indicated above]
Business execution decisions within the Company, to the extent permitted by laws andregulations, are made flexibly and efficiently by Executive Officers to whom the Board of
Directors has delegated authority. In addition, to undertake the further strengthening of thebusiness execution structure with regard to the sophistication and specialization of financial
operations, Senior Managing Directors to whom Executive Officers have delegated a part of theirbusiness execution authority assume the business and operations of the field that each such Senior
Managing Director is in charge of.
Out of the matters delegated to Executive Officers by a resolution adopted by of the Board of
Directors, concerning the determination of particularly important business matters, bodies such as
the Executive Management Board and the Group Risk Management Committee have been put inplace at which there are deliberations and determinations are made. The Board of Directors
receives reports on the status of deliberation from each such body at least once every three months.
The Executive Management Board deliberates and determines important matters regarding thebusiness management of the Nomura Group, beginning with and including management strategy,
budgets, and the distribution of management resources.

5. Structure for Retention and Maintenance of Information(1) Executive Officers shall retain the minutes of important meetings, conference minutes, documents regarding
requests for managerial decisions, contracts, documents related to finances and other material documents(including their electronic records), together with relevant materials, for at least ten years, and shall maintain accessto such documents if necessary.
(2) Executive Officers shall maintain a structure to protect the Nomura Group’s non-public information, including
its financial information, and promote fair, timely and appropriate disclosure of information to external parties,
thereby securing the trust of customers, shareholders, investors, etc.

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At the Company, material documents (including their electronic records) are appropriately
retained in accordance with applicable laws, regulations, internal rules and related contracts, etc.,
and are maintained in a condition in which they are available for inspection if necessary.
At the Nomura Group, for the purpose of securing the trust of persons such as clients,
shareholders, and investors, the basic policy is to comply with laws, and regulations relating totimely disclosure such as the Financial Instruments and Exchange Act and other exchange rules,
and in addition to protection of the Nomura Group’s non-public information, promotion of fair,timely, and appropriate disclosure of information to external parties. Based on the aforementioned
policy, the Company has established the Nomura Group’s Statement of Global Corporate Policy
regarding Public Disclosure of Information, and the Disclosure Committee has been set up basedon the Statement to deliberate and determine on our disclosure policies and related matters.

6. Internal Controls Committee
The Company shall, for the purpose of facilitating the healthy and efficient management of business activities,
install the Internal Controls Committee, whose members shall consist of a representative of the executives, amember of the Audit Committee designated by the Audit Committee and a director designated by the Board of
Directors, to deliberate on important matters in regard to areas such as internal controls, audit activities and risk
management relating to the Nomura Group’s business.
[Summary of Implementation Status of the Structure indicated above]
The Internal Controls Committee has been attended by Executive Officers and Senior Managing
Directors, including the President and Representative Executive Officer and the Deputy President
and Representative Executive Officer, the chairman of the Audit Committee as the audit
committee member elected by the Audit Committee, and a full-time audit committee member as adirector elected by the Board of Directors.
The Internal Controls Committee has deliberated on a wide range of important mattersconcerning the strengthening and enhancement of internal controls system from the perspectives ofimprovement of corporate behavior throughout the Nomura Group, ensuring managementtransparency and efficiency, compliance with laws and regulations, risk management, ensuring thereliability of business and financial reporting, and promoting timely and appropriate information
disclosure. In this fiscal year, the Internal Controls Committee deliberated on matters such as
responses to operational resilience (which refers to the ability to continue to provide criticalservices at a minimum level that should be maintained in the event of a system failure,cyberattacks or natural disaster), revision of the quarterly disclosure system and its impact on the
Company and the response to it.
The Internal Controls Committee has received reporting on the recognition of issues based on
the implementation of internal audits from Internal Audit, which is independent from the executionof operations, as necessary, and has reported on deliberations to the Board of Directors on aregular basis.

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2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示< III. The Nomura Group’s Internal Controls System >(1) Executive Officers shall secure the appropriateness of the Nomura Group’s business by ensuring that eachcompany within the Nomura Group is fully aware of the Internal Controls System of the Company and by requiring
the maintenance of an internal controls system at each company that reflects the actual conditions of eachcompany.
(2) Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by theCompany by, among other means, maintaining the structures listed in I through III above.
[Summary of Implementation Status of the Structure indicated above]
The Company, for every amendment of the internal control system, disseminates the content andmeaning of the amendment to each Nomura Group company and provides guidance to maintaininternal control systems that fit with each company’s actual conditions. In addition, the Company,
including for significant subsidiaries, identifies and understands the risks related to financial
reporting, and based on such understanding, establishes and maintains internal controls overfinancial reporting. Concerning the status of such establishment and maintenance, the Company
receives an evaluation from the internal audit division and an audit and evaluation by theaccounting firm.

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The Nomura Group’s Internal Controls System

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Notes to the Consolidated Financial Statements[Significant Basis of Presentation of Consolidated Financial Statements]
1. Basis of presentation
Nomura Holdings, Inc. (the “Company”)’s consolidated financial statements are prepared in accordancewith accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to
Article 120-3, Paragraph 1 of the Ordinance for Company Calculation (Ministry of Justice Ordinance No. 13
of 2006). However, certain disclosures required under U.S. GAAP are omitted pursuant to Article 120-3,
Paragraph 3 and the latter part of Article 120, Paragraph 1 of the Ordinance for Company Calculation.
2. Scope of consolidation and equity method application
The consolidated financial statements include the accounts of the Company and other entities in which it
has a controlling financial interest (collectively referred to as “Nomura”). Generally, the ownership of amajority of the voting interest meets the majority of financial control condition, and Nomura, therefore,
consolidates its wholly-owned and majority-owned subsidiaries. In accordance with Accounting Standard
Codification (“ASC”) 810 “Consolidation”, Nomura also consolidates any variable interest entities for which
Nomura is a primary beneficiary.
Equity investments in entities in which Nomura has significant influence over operating and financial
decisions (generally defined as 20 to 50 percent of the voting rights of a corporate entity, or at least 3 percent
of a limited partnership and similar entities) are accounted for under the equity method of accounting and arereported in Other Assets – Investments in and advances to affiliated companies. Nomura does not apply theequity method of accounting for the equity investments that Nomura elected the fair value option under ASC
825 “Financial Instruments” and they are carried at fair value and are reported in Trading assets, Private
equity and debt investments, or Other assets - Other. Nomura elected to apply the fair value option to its
investments in American Century Companies, Inc. representing economic interest of 39.6%, and reports theinvestments and associated unrealized gains and losses within Other assets – Other and Revenue – Other,respectively.
Also, investment companies within the scope of ASC 946 “Financial Services – Investment Companies”
carry all of their investments at fair value, with changes in fair value recognized through earnings, rather thanapply the equity method of accounting or consolidation. Equity and debt investments held by Nomura’s
investment company subsidiaries are reported within Private equity and debt investments.
[Significant Accounting Policies]
3. Basis and methods of valuation for securities, derivatives and others(1) Trading assets and trading liabilities
Trading assets and trading liabilities, including contractual commitments arising pursuant to derivativetransactions, are recorded on the consolidated balance sheet on a trade date basis at fair value. The related
gains and losses are recognized currently in income.
(2) Private equity and debt investments
Private equity and debt investments are carried at fair value. Corresponding changes in the fair value ofthese investments are recognized currently in income.
(3) Investments in equity securities
Investments in equity securities consist of marketable and non-marketable equity securities that havebeen acquired for operating or other than operating purposes. Investments in equity securities for operating
purposes and investments in equity securities for other than operating purposes are included in the otherassets section of the consolidated balance sheet in Other assets – Investments in equity securities and Other
assets – Other, respectively.
Investments in equity securities for operating purposes and for other than operating purposes held by
non-trading subsidiaries are recorded at fair value and unrealized gains and losses are recognized currently
in income.
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Non-trading debt securities mainly consist of debt securities held by non-trading subsidiaries. Nontrading debt securities held by non-trading subsidiaries are carried at fair value and unrealized gains andlosses are recognized currently in income.
4. Depreciation and amortization
Depreciation for tangible assets is generally computed by the straight-line method over the estimated useful
lives of assets according to general class, type of construction and use. Software is generally amortized by thestraight-line method over its estimated useful life. Intangible assets with finite lives are amortized by thestraight-line method over the estimated useful lives.
5. Long-lived assets
ASC 360 “Property, Plant, and Equipment” (“ASC 360”) provides guidance on the financial accounting
and reporting for the impairment or disposal of long-lived assets.
In accordance with ASC 360, long-lived assets, excluding goodwill and indefinite-lived intangible assets,are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If the estimated future undiscounted cash flow is less than the carrying amount of theassets, a loss would be recognized to the extent the carrying value exceeded its fair value.
6. Goodwill and intangible assets
In accordance with ASC 350 “Intangibles–Goodwill and Other”, goodwill and intangible assets not subject
to amortization are reviewed annually, or more frequently in certain circumstances, for impairment.
7. Basis of allowances(1) Allowance for current expected credit losses
Management establishes an allowance for current expected credit losses on financing receivables not
carried at fair value in accordance with ASC 326 “Financial Instruments—Credit Losses” (“ASC 326”).
Current expected credit losses are calculated over the expected life of the financial financing receivables on
an individual or a portfolio basis, considering all available relevant, reasonable supportable information
about the collectability of cash flows, including information about past events, current conditions and futureforecasts. Accrued interest receivables are excluded from the amortized cost basis of financing receivables
when calculating current expected credit losses. The methodology used by Nomura to determine current
expected credit losses primarily depends on the nature of the financial instrument, whether certain practical
expedients permitted by ASC 326 are applied by Nomura and whether expected credit losses arising fromthe financing receivables are significant.
(2) Accrued pension and severance costs
In accordance with ASC 715 “Compensation–Retirement Benefits”, the funded status of the defined
benefit postretirement plan, which is measured as the difference between the fair value of the plan assets
and the projected benefit obligation, is recognized to prepare for the employees’ retirement and severance
benefits.
The unrecognized prior service cost is amortized on a straight-line basis over the average remaining
service period of active participants.
Actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation or the fairvalue of plan assets are amortized on a straight-line basis over the average remaining service period of
active participants.

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8. Hedging activities and derivatives used for non-trading purposes
Nomura’s principal objectives in using derivatives for purposes other than trading are managing market riskof certain non-trading liabilities such as issued debt instruments and foreign exchange risk of certain net
investments in foreign operations.
These derivative contracts are linked to specific assets or liabilities and are designated as hedges as they are
effective in reducing the risk associated with the exposure being hedged and are highly correlated withchanges in the fair value or the foreign exchange of the underlying hedged items. Nomura applies fair value or
net investment hedge accounting to these hedging transactions. The relating unrealized profits and losses arerecognized together with those of the hedged assets and liabilities as Interest expense or reported within
Change in cumulative translation adjustments.
Further, derivatives are also utilized for non-trading purposes to manage equity price risk arising fromcertain stock-based compensation awards granted to employees and others. Additionally, certain trading
liabilities are held to manage the price risk of investments in equity securities held for operating purposes.
9. Foreign currency translation
All assets and liabilities of subsidiaries which have a functional currency other than Japanese Yen aretranslated into Japanese Yen at exchange rates in effect at the balance sheet date; all revenue and expenses aretranslated at the average exchange rates for the respective fiscal years and the resulting translation adjustments
are reported within Accumulated other comprehensive income (loss). Foreign currency assets and liabilities
are translated at exchange rates in effect at the balance sheet date and the resulting translation gains or losses
are credited or charged to income for the respective fiscal years.
10. The Company and its wholly-owned domestic subsidiaries adopt the Group Tax Sharing System.
11. Accounting changes
The following table presents a summary of new accounting pronouncements relevant to Nomura whichhave been adopted since April 1, 2023, the date of adoption by Nomura and whether the new accounting
pronouncement has had a material financial impact on these consolidated financial statements on adoption orprospectively since adoption:

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Pronouncement

Summary of new guidance

ASU 2022-02“Financial
instruments –Credit losses (Topic
326): Troubled debt
restructurings andvintagedisclosures”• Eliminates specific recognition andmeasurement guidance for troubled debt
restructurings (“TDRs”). Single guidance
to be applied to all modifications when
determining whether a modification results
in a new receivable or a continuation of an
existing receivable.

Adoption dateand method of
adoption
Nomura has
adopted theamendments
prospectively
from April 1,
2023.

Effect on these
consolidated
financialstatements
No material
financial impact on
initial adoption andsince adoption.

• Requires to use a discounted cash flow(“DCF”) or reconcilable method formeasurement of current expected credit
losses for modified receivables is removed;
where a DCF method is used for themeasurement, an effective interest rate(EIR) derived from the modified
contractual terms should be applied.
• Enhances disclosures by creditors formodifications of receivables from debtors
experiencing financial difficulty in theform of principal forgiveness, an interest
rate reduction, other-than-insignificant
payment delay or term extension.
• Augments the current requirements for
public business entity creditors to disclose
current-period gross write-offs by year oforigination (i.e., the vintage year) for
financing receivables and net investments
in leases.

Voluntary change in accounting policy which Nomura will adopt from April 1, 2024−
Effective from April 1, 2024, Nomura has changed its accounting policy in respect of how accounting guidance
provided by ASC 940 “Financial Services - Brokers and Dealers” (“ASC 940”) is applied to the Company and its
consolidated subsidiaries. For years ended March 31, 2024 and prior, ASC 940 was applied on a consolidated basis
to all entities included within the consolidated financial statements of Nomura. Effective from April 1, 2024, theCompany and consolidated subsidiaries that are not registered as a broker-dealer (“non-BD entities”) no longer
apply ASC 940.
This accounting policy change is primarily due to a planned expansion of Nomura’s banking and investment
management business and is therefore intended to allow certain non-BD entities to prospectively classify purchasesof new non-trading debt securities as either held to maturity (“HTM”) or available for sale (“AFS”) as defined in
ASC 320 “Investments - Debt Securities”. Non-trading debt securities classified as HTM are securities that a nonBD entity has both the ability and the intent to hold until maturity and are carried at amortized cost while nontrading debt securities classified as AFS will be carried at fair value with changes in fair value reported in the
consolidated balance sheets, net of applicable income taxes within Accumulated other comprehensive income(loss), a component of NHI shareholders’ equity.
17[Significant Basis of Presentation of Consolidated Financial Statements]、[Significant Accounting Policies]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示

As retrospective application of this accounting policy change is impracticable since it would require use ofhindsight regarding historical accounting matters such as the initial classification of non-trading debt securities,
Nomura has applied this new accounting policy prospectively from April 1, 2024.
As part of this accounting policy change, existing loans for trading purposes and non-trading debt securities heldby non-BD entities will be have been elected for the fair value option on April 1, 2024 and therefore will continue
to be measured at fair value through earnings. A similar election will be made for subsequent originations orpurchases of loans held for trading purposes. Such loans will continue to be reported in Trading Assets in the
consolidated balance sheet with changes in fair value reported in the consolidated statements of income within
Revenue – Net gain on trading.
Following the accounting policy change, fair value changes of non-trading debt securities newly acquired on orafter April 1, 2024 and classified as HTM or AFS by non-BD entities will not be recognized through earnings,
unless an impairment loss is recognized18[Significant Basis of Presentation of Consolidated Financial Statements]、[Significant Accounting Policies]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Note to Revenue Recognition]
12. Revenue from services provided to customers
Revenues by types of service
The following table presents revenue earned by Nomura from providing services to customers by relevant line
item in Nomura’s consolidated statement of income.
Millions of yen

Commissions ……………………………………

364,095
173,265
310,154
48,971
896,485¥

Fees from investment banking ……………………
Asset management and portfolio service fees ……
Other revenue ……………………………………
Total

¥

Commissions in the consolidated statements of income represent revenue principally from trade execution,clearing services and distribution of fund units. Fees from investment banking represent revenues from financial
advisory, underwriting and distribution. Asset management and portfolio service fees represent revenues fromasset management services.
The following table presents summary information regarding the key methodologies, assumptions andjudgments used in recognizing revenue for each of the primary types of service provided to customers, including
the nature of underlying performance obligations within each type of service and whether those performanceobligations are satisfied at a point in time or over a period of time. For performance obligations recognized overtime, information is also provided to explain the nature of the input or output method used to recognize revenue
over time.
Type of service
provided to customers

Overview of key services
provided

Key revenue recognition policies, assumptions
and judgments

Trade execution,clearing services anddistribution of fundunits

• Buying and selling of securities
on behalf of customers• Distribution of fund units• Clearing of securities andderivatives on behalf ofcustomers• Trade execution and clearing commissions
recognized at a point in time, namely trade
date.
• Distribution fees are recognized at a point intime when the fund units have been sold tothird party investors.
• Commissions recognized net of soft dollar
credits provided to customers where Nomura isacting as agent in providing investment
research and similar services to the customer.

19[Note to Revenue Recognition]

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示Type of service
provided to customers
Financial advisory
services

Overview of key services
provided

Key revenue recognition policies, assumptions
and judgments• Provision of financial advice tocustomers in connection with a
specific forecasted transaction
or transactions such as mergers
and acquisitions• Provision of financial advice
not in connection with a
specific forecasted transaction
or transactions such as general
corporate intelligence andsimilar research• Issuance of fairness opinions• Structuring complex financial
instruments for customers• Fees contingent on the success of anunderlying transaction are variableconsideration recognized when the underlying
transaction has been completed since only atsuch point is it probable that a significant
reversal of revenue will not occur.
• Retainer and milestone fees are recognizedeither over the period to which they relate orare deferred until consummation of theunderlying transaction depending on whether
the underlying performance obligation issatisfied at a point in time or over time.
• Judgment is required to make thisdetermination with factors influencing thisdetermination including, but not limited to,whether the fee is in connection with an
engagement designed to achieve a specifictransaction or outcome for the customer (suchas the purchase or sale of a business), thenature and extent of benefit to be provided tothe customer prior to, and in addition to suchspecific transaction or outcome and the fee
structure for the engagement.
• Retainer and milestone fees recognized overtime are normally recognized on a straight-line
basis over the term of the contract based ontime elapsed.

20[Note to Revenue Recognition]

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示Type of service
provided to customers

Overview of key services
provided

Key revenue recognition policies, assumptions
and judgments

Underwriting andsyndication services• Underwriting of debt, equity
and other financial instrumentson behalf of customers• Distributing securities on behalfof issuers• Arranging loan financing forcustomers• Syndicating loan financing on
behalf of customers• Underwriting and syndication revenues
recognized at a point in time when theunderlying transaction is complete.
• Commitment fees where drawn down of the
facility is deemed remote recognized on astraight-line basis over the life of the facility
based on time elapsed.
• Underwriting and syndication costs recognizedeither as a reduction of revenue or on a grossbasis depending on whether Nomura is acting
as principal or agent for such amounts.

Asset management
services• Management of funds,
investment trusts and otherinvestment vehicles• Provision of investment
advisory services• Providing custodial andadministrative services tocustomers• Management fees earned by Nomura inconnection with managing a fund, investment
trust or other vehicle generally recognized on astraight-line basis based on time elapsed.
• Performance-based fees are variableconsideration recognized when theperformance metric has been determined since
only at such point is it probable that asignificant reversal of revenue will not occur.
• Custodial and administrative fees recognizedon a straight-line basis over time based on time
elapsed.

Where revenue is recognized at a point on time, payments of fees are typically received at the same time as
when the performance obligation is satisfied, or within several days or months after satisfying a performanceobligation. In relation to revenue recognized over time, payments of fees are typically received every month,three months or six months.
The following table presents the balances of customer contract receivables and contract liabilities in scope of
ASC 606 “Revenue from Contracts with Customers” (“ASC 606”) as of March 31, 2024. The amount of contract
assets as of March 31, 2024 was immaterial.
Customer contract receivables(1)

Contract liabilities───────

101,668 million yen
6,073 million yen(1) Contract liabilities primarily rise from investment advisory services and recognized in connection with the term of thecontract based on time elapsed.

The balance of contract liabilities as of March 31, 2023 were recognized as revenue for the year ended March
31, 2024. Nomura recognized ¥3,347 million of revenue from performance obligations satisfied in previous
periods for the year ended March 31, 2024.
Transaction price allocated to the remaining performance obligations is ¥1,135 million. As permitted by ASC
606, Nomura has chosen not to disclose information about remaining performance obligations that have original
expected durations of one year or less as of March 31, 2024.

21[Note to Revenue Recognition]

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13. Critical accounting estimates
The following table summarizes critical accounting policies, the critical accounting estimates inherent withinapplication of those policies, the nature of the estimates, the underlying assumptions and judgments made bymanagement used to derive those estimates and effect of changes in estimates and assumptions during year.
Effect of changes in estimates

Critical accounting
policyCritical accounting
estimates

Fair value offinancial instruments

Estimating fair value A significant portion of our financial instruments are carried at fair value. The fair
for financial
values of these financial instruments may not only be measured at quoted prices but
instruments
also impacted by other factors, including selection of valuation techniques/ models andother assumptions that require judgment. This may affect the amount and timing ofrealized and unrealized gains or losses recognized in the consolidated statements ofincome for a particular financial instrument.

Note 18 “Financial
instruments”

Key subjective assumptions or judgements by management

Selection of appropriate valuation techniques• For financial instruments measured at fair value where quoted prices are available inactive markets, we typically use quoted prices as level 1 inputs for determining thefair value of these financial instruments.
• For financial instruments where such quoted prices are not available, fair value ofthese financial instruments are measured using level 2 or level 3 inputs. Significant
judgment is involved in selection of appropriate valuation techniques and validationof assumptions applied in models because the estimated fair values measured could
vary depending on which models and assumptions are used. When selecting
valuation techniques, various factors such as the particular circumstances andmarkets where these financial instruments are traded, the availability of reliable
inputs, maximizing the use of relevant observable inputs and minimizing the use ofunobservable inputs are considered.
Significance of level 3 inputs• Fair values are more judgmental when we use level 3 inputs, which are based on
significant non-market based unobservable inputs.
• For these instruments, fair value is determined based on management’s judgment
about the assumption that market participant would use in pricing the instruments,
including perception of liquidity, economic environment and the risks affecting thespecific instruments.

22[Accounting Estimates]

and assumptions during year
ended March 31, 2024
See Note 18 “Financial
Instruments” for further
information around ourvaluation methodologies andour policy for classification offinancial instruments within
the fair value hierarchy.

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14. Assets pledged
Pledged securities that can be sold or re-pledged by the secured party, including Gensaki Repo
transactions, reported mainly within Trading assets and Private equity and debt investments.
6,892,311 million yen
Pledged securities that can be sold or re-pledged by the secured party, including Gensaki Repo
transactions, reported mainly within Investments in equity securities.
247 million yen
Pledged securities that can be sold or re-pledged by the secured party, including Gensaki Repo
transactions, reported mainly within Investments in and advances to affiliated companies.
6,929 million yen
Nomura owned securities and loans receivable, which have been pledged as collateral, primarily to stock
exchanges and clearing organizations, without allowing the secured party the right to sell or re-pledge them.
4,085,461 million yen
Nomura owned securities and loans receivable, which have been pledged to collateralize borrowing(1) (2)transactions, and pledged for other purposes.
2,331,087 million yen(1) The asset balances, which have been pledged as collateral for secured loans from special purpose
entities and for transfer dealings in which the control over the asset is not relinquished, are included.
(2) In addition, Nomura re-pledged ¥20,401 million of securities received as collateral and securities
borrowed.

15. Securitizations
Nomura utilizes special purpose entities (“SPEs”) to securitize commercial and residential mortgage loans,government agency and corporate bonds and other types of financial assets. Those SPEs are incorporated as
stock companies, Tokumei kumiai (silent partnerships), Cayman special purpose companies (“SPCs”) or trust
accounts. Nomura’s involvement with SPEs includes structuring SPEs, underwriting, distributing and sellingdebt instruments and beneficial interests issued by SPEs to investors. Nomura accounts for the transfer offinancial assets in accordance with ASC 860 “Transfers and Servicing” (“ASC 860”). This statement requiresthat Nomura accounts for the transfer of financial assets as a sale when Nomura relinquishes control over theassets. ASC 860 deems control to be relinquished when the following conditions are met: (a) the assets havebeen isolated from the transferor (even in bankruptcy or other receivership), (b) the transferee has the right topledge or exchange the assets received, or if the transferee is an entity whose sole purpose is to engage insecuritization or asset-backed financing activities, and that entity is constrained from pledging or exchanging
the assets it receives, the holders of its beneficial interests have the right to pledge or exchange the beneficial
interests, and (c) the transferor has not maintained effective control over the transferred assets. Nomura may
retain an interest in the financial assets, including residual interests in the SPEs. Any such interests areaccounted for at fair value and reported within Trading assets in Nomura’s consolidated balance sheet, with thechange in fair value reported within Revenue-net gain (loss) on trading. Fair value for retained interests insecuritized financial assets is determined by using observable prices; or in cases where observable prices are
not available for certain retained interests, Nomura estimates fair value based on the present value of expected
future cash flows using its best estimates of the key assumptions, including forecasted credit losses,
prepayment rates, forward yield curves and discount rates commensurate with the risks involved. Nomura may
also enter into derivative transactions in relation to the financial assets transferred to an SPE.
As noted above, Nomura may have continuing involvement with SPEs to which Nomura transferred assets.
For the year ended March 31, 2024, Nomura received cash proceeds from SPEs on transfer of assets in new
securitizations of ¥432.4 billion and the associated gain on sale was ¥0.1 billion. For the year ended March 31,
2024, Nomura received debt securities issued by these SPEs with an initial fair value of ¥252.6 billion andcash inflows from third parties on the sale of those debt securities of ¥227.2 billion. The cumulative balance offinancial assets transferred to SPEs with which Nomura has continuing involvement was ¥6,747.2 billion as of
23[Notes to the Consolidated Balance Sheet]-1

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March 31, 2024. Those transferred financial assets are substantially government, agency and municipal
securities. Nomura’s retained interests were ¥160.0 billion as of March 31, 2024, and Nomura received cash
flows of ¥23.4 billion for the year ended March 31, 2024 from the SPEs on such retained interests held in theSPEs. Nomura does not provide financial support to SPEs beyond its contractual obligations.

24[Notes to the Consolidated Balance Sheet]-1

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16. Contingencies
Investigations, lawsuits and other legal proceedings
In the normal course of business as a global financial services entity, Nomura is involved in investigations,lawsuits and other legal proceedings and, as a result, may suffer loss from any fines, penalties or damages
awarded against Nomura, any settlements Nomura chooses to make to resolve a matter, and legal and otheradvisory costs incurred to support and formulate a defense.
The ability to predict the outcome of these actions and proceedings is inherently difficult, particularly whereclaimants are seeking substantial or indeterminate damages, where investigations and legal proceedings are at
an early stage, where the matters present novel legal theories or involve a large number of parties, or whichtake place in foreign jurisdictions with complex or unclear laws.
The Company regularly evaluates each legal proceeding and claim on a case-by-case basis in consultation
with external legal counsel to assess whether an estimate of possible loss or range of loss can be made, if
recognition of a liability is not appropriate. In accordance with ASC 450 “Contingencies” (“ASC 450”), theCompany recognizes a liability for this risk of loss arising on each individual matter when a loss is probableand the amount of such loss or range of loss can be reasonably estimated. The amount recognized as a liability
is reviewed at least quarterly and is revised when further information becomes available. If these criteria are
not met for an individual matter, such as if an estimated loss is only reasonably possible rather than probable,
no liability is recognized. However, where a material loss is reasonably possible, the Company will disclosedetails of the legal proceeding or claim below. Under ASC 450 an event is defined as reasonably possible if
the chance of the loss to the Company is more than remote but less than probable. As of March 31, 2024, thetotal liability of ¥21,177 million have been recognized and reported within the consolidated balance sheets
within Other liabilities in respect of outstanding and unsettled investigations, lawsuits and other legal
proceedings where loss is considered probable and the amount of such loss can be reasonably estimated.
The most significant actions and proceedings against Nomura are summarized below. The Company
believes that, based on current information available as of the date of these consolidated financial statements,
the ultimate resolution of these actions and proceedings will not be material to the Company’s financial
condition. However, an adverse outcome in certain of these matters could have a material adverse effect on the
consolidated statements of income or cash flows in a particular quarter or annual period.
For certain of the significant actions and proceedings, the Company is currently able to estimate the amountof reasonably possible loss, or range of reasonably possible losses, in excess of amounts recognized as aliability (if any) against such cases. These estimates are based on current information available as of the dateof these consolidated financial statements and include, but are not limited to, the specific amount of damages
or claims against Nomura in each case. As of May 16, 2024, for those cases where an estimate of the range ofreasonably possible losses can be made, the Company estimates that the total aggregate reasonably possible
maximum loss in excess of amounts recognized as a liability (if any) against these cases is approximately ¥37
billion.
For certain other significant actions and proceedings, the Company is unable to provide an estimate of thereasonably possible loss or range of reasonably possible losses because, among other reasons, (ⅰ) theproceedings are at such an early stage there is not enough information available to assess whether the statedgrounds for the claim are viable; (ii) damages have not been identified by the claimant; (iii) damages areunsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v)there are significant legal issues to be resolved that may be dispositive, such as the applicability of statutes oflimitations; (vi) there are novel or unsettled legal theories underlying the claims and/or (vii) a judgment has
been made against Nomura but detailed reasons for the basis for the judgment and how the amount of thejudgment has been determined have not yet been received.
Nomura will continue to cooperate with regulatory investigations and to vigorously defend its position in
the ongoing actions and proceedings set out below, as appropriate.

25[Notes to the Consolidated Balance Sheet]-2-Contingencies

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Claims for reimbursement of tax credits paid on dividends on Italian shares have been made by the tax authorities
in Pescara, Italy alleging breaches of the U.K.-Italy Double Taxation Treaty of 1998 against IBJ Nomura Financial
Products (UK) PLC (“IBJN”) a group company which has been in members’ voluntary liquidation since 2000. An
Italian Supreme Court judgment in June 2019 confirmed that an amount of approximately EUR 38 million(comprised of tax credit refunds plus accrued interest), plus further interest, was payable by IBJN to the Italian tax
authorities. IBJN elected to apply for a tax amnesty regime set out under the 2023 Italian budget law which allows
taxpayers to settle certain pending claims by paying only the principal amount. In October 2023, IBJN paid theprincipal amount under the amnesty regime, and as a result accrued interest and collecting fees were waived.
In October 2010 and June 2012, two actions were brought against Nomura International plc (“NIP”), seeking
recovery of payments allegedly made to NIP by Fairfield Sentry Ltd. and Fairfield Sigma Ltd. (collectively,“Fairfield Funds”), which are now in liquidation and were feeder funds to Bernard L. Madoff Investment Securities
LLC (in liquidation pursuant to the Securities Investor Protection Act in the U.S. since December 2008)(“BLMIS”). The first suit was brought by the liquidators of the Fairfield Funds. It was filed on October 5, 2010 in
the Supreme Court of the State of New York, but was subsequently removed to the United States Bankruptcy Court
for the Southern District of New York. The second suit was brought by the trustee for the liquidation of BLMIS(“Madoff Trustee”). NIP was added as a defendant in June 2012 when the Madoff Trustee filed an amended
complaint in the United States Bankruptcy Court for the Southern District of New York. Both actions seek torecover approximately $34 million plus interest.
In November 2011, NIP was served with a claim filed by the Madoff Trustee in the United States Bankruptcy
Court for the Southern District of New York. This is a clawback action similar to claims filed by the Madoff
Trustee against numerous other institutions. The Madoff Trustee alleges that NIP received redemptions from the
BLMIS feeder fund, Harley International (Cayman) Limited in the six years prior to December 11, 2008 (the dateproceedings were commenced against BLMIS) and that these are avoidable and recoverable under the U.S.
Bankruptcy Code and New York law. The amount that the Madoff Trustee is currently seeking to recover from NIP
is approximately $24.4 million plus interest.
Certain of the Company’s subsidiaries in the U.S. securitized residential mortgage loans in the form of residential
mortgage-backed securities (“RMBS”). These subsidiaries did not generally originate mortgage loans, butpurchased mortgage loans from third-party loan originators (“originators”). In connection with such purchases,
these subsidiaries received loan level representations from the originators. In connection with the securitizations,the relevant subsidiaries provided loan level representations and warranties of the type generally described below,
which mirror the representations the subsidiaries received from the originators.
The loan level representations made in connection with the securitization of mortgage loans were generally
detailed representations applicable to each loan and addressed characteristics of the borrowers and properties. The
representations included, but were not limited to, information concerning the borrower’s credit status, the loan-tovalue ratio, the owner occupancy status of the property, the lien position, the fact that the loan was originated inaccordance with the originator’s guidelines, and the fact that the loan was originated in compliance with applicablelaws. Certain of the RMBS issued by the subsidiaries were structured with credit protection provided to specifiedclasses of certificates by monoline insurers.
With respect to certain of the RMBS issued from 2005 to 2007, the relevant subsidiaries received claims
demanding the repurchase of certain loans from trustees of various securitization trusts, made at the instance of one
or more investors, or from certificate insurers. The total original principal amount of loans for which repurchaseclaims were received by the relevant subsidiaries within six years of each securitization is $3,203 million. The
relevant subsidiaries summarily rejected any demand for repurchase received after the expiration of the statute oflimitations applicable to breach of representation claims. For those claims received within six years, the relevant
subsidiaries reviewed each claim received, and rejected those claims believed to be without merit or agreed torepurchase certain loans for those claims that the relevant subsidiaries determined to have merit. In several
instances, following the rejection of repurchase demands, investors instituted actions through the trustee alleging
breach of contract from 2011 to 2014. The breach of contract claims that were brought within the six-year statute oflimitations for breach of contract actions survived motions to dismiss and discovery was completed and Notes ofIssue were filed. The Company has been engaged in efforts to resolve the actions outside of Court. Five settlement
26[Notes to the Consolidated Balance Sheet]-2-Contingencies

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agreements with the respective Trustees have been finalized and the actions have been dismissed with prejudice.
For the remaining two Trusts, settlement agreements with the Trusts have been approved by Certificateholders andare the subject of pending Trust Instruction Proceedings before the Court.
In March 2013, Banca Monte dei Paschi di Siena SpA (“MPS”) issued a claim in the Italian Courts against twoformer directors of MPS and NIP. MPS alleged that the former directors improperly caused MPS to enter into
certain structured financial transactions with NIP in 2009 (“Transactions”) and that NIP acted fraudulently and was
jointly liable for the unlawful conduct of MPS's former directors. Related proceedings were brought in the English
Courts by NIP and MPS. In September 2015, and with no admission of wrongdoing, NIP entered into a settlementagreement with MPS whereby the Transactions were unwound at a discount and the proceedings werediscontinued.
In April 2013, an investigation was commenced by the Public Prosecutor's office in Siena, Italy, into various
allegations against MPS and certain of its former directors, including in relation to the Transactions. The
investigation was subsequently transferred to the Public Prosecutor of Milan. On April 3, 2015, the Public
Prosecutor’s office in Milan issued a notice concluding its preliminary investigation. The Public Prosecutor wasseeking to indict MPS, three individuals from MPS’s former management, NIP and two former NIP employees for,among others, the offences of false accounting and market manipulation in relation to MPS’s previous accounts.
The preliminary hearing at which the Milan criminal court considered whether or not to grant the indictment
concluded on October 1, 2016, the Judge ordering the trial of all individuals and banks involved except for MPS(which entered into a plea bargaining agreement with the Public Prosecutor). The trial commenced in December
2016. As part of these proceedings, a number of civil claimants were permitted to bring damages claims against anumber of entities and individuals, including NIP.
On November 8, 2019, the court delivered its oral verdict, finding two former employees of NIP guilty of false
accounting, market manipulation and obstructing the supervisory activities of CONSOB and that NIP had breached
Italian corporate liability legislation. In so doing it imposed a fine of EUR 3.45 million on NIP as well as ordering
confiscation of EUR 88 million. On May 12, 2020, the court issued the detailed reasoning for the verdict (including
the rationale for the penalties imposed). NIP appealed the decision to the Milan Court of Appeal. On May 6, 2022,
the Milan Court of Appeal delivered its oral verdict, overturning the first instance judgment and acquitting the twoformer employees of NIP of all charges. The court also overturned the first instance judgment in respect of NIP andquashed the EUR 3.45 million fine and EUR 88 million confiscation order imposed on NIP. The detailed reasoning
for the verdict was made available on October 3, 2022. In November 2022, the Public Prosecutor appealed thedecision to the Supreme Court. On October 11, 2023, the Supreme Court declared the Public Prosecutor’s appeal
inadmissible. The Court of Appeal’s judgment of acquittal has therefore become final.
In addition, NIP is involved in a number of separate civil or administrative matters relating to the Transactions
including those described further below.
In January 2018, a claim before the Italian Courts brought by two claimants, Alken Fund Sicav (on behalf of two
Luxembourg investment funds Alken Fund European Opportunities and Alken Fund Absolute Return Europe) andVirmont S.A. (formerly, Alken Luxembourg S.A, the funds’ management company) (collectively referred to as“Alken”) was served on NIP. The claim was made against NIP, MPS, four MPS former directors and a member of
MPS’s internal audit board, and sought monetary damages of approximately EUR 434 million plus interest, as well
as non-monetary damages in an amount left to be quantified by the Judge. In July 2021, the court rejected all of
Alken’s claims. In February 2022, Alken appealed the decision to the Milan Court of Appeal and, in November
2023, the court dismissed Alken’s appeal. In January 2024, Alken appealed the Court of Appeal’s decision to the
Italian Supreme Court.
In May 2019, a claim before the Italian Courts brought by York Global Finance Offshore BDH (Luxembourg)
Sàrl and a number of seemingly related funds was served on NIP. The claim is made against NIP, MPS, two MPS
former directors and a member of MPS’s internal audit board, and seeks monetary damages of approximately EUR
186.7 million plus interest, as well as non-monetary damages in an amount left to be quantified by the Judge.

27[Notes to the Consolidated Balance Sheet]-2-Contingencies

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Additionally, NIP was served by the Commissione Nazionale per le Società e la Borsa (“CONSOB”, the Italianfinancial regulatory authority) with a notice commencing administrative sanction proceedings for market
manipulation in connection with the Transactions. In relation to the Transactions, the notice named MPS, three
individuals from MPS’s former management and two former NIP employees as defendants, whereas NIP wasnamed only in its capacity as vicariously liable to pay any fines imposed on the former NIP employees. On May
22, 2018 CONSOB issued its decision in which it levied EUR 100,000 fines in relation to each of the two former
NIP employees. In addition, CONSOB decided that the two employees did not meet the necessary Italian law
integrity requirements to perform certain senior corporate functions, for a period of three months and six months
respectively. NIP was vicariously liable to pay the fines imposed on its former employees. NIP paid the fines andappealed the decision to the Milan Court of Appeal. In December 2020, the Court of Appeal annulled the
CONSOB decision against NIP. CONSOB has appealed the Court of Appeal’s decision to the Italian Supreme
Court.
On May 20, 2021, NIP and the Company were named as addressees in a decision issued by the European
Commission in which NIP, the Company and various other third party banks have been found to have infringed EU
competition law in connection with their activity in the primary and secondary markets for European Government
Bonds ("EGB"). The European Commission found that the infringement consisted of anticompetitive agreements
and/or concerted practices in the EGB sector in breach of EU competition law and fined NIP and the Company
approximately EUR 129.6 million. In August 2021, NIP and the Company appealed the decision. The fine has been
provisionally paid, as is required, pending the outcome of NIP and the Company’s appeal.
NIP and Nomura Securities International, Inc. (“NSI”) were named as defendants in a class action filed in the
United States District Court for the Southern District of New York alleging violations of U.S. antitrust law inrelation to the alleged manipulation of the primary and secondary markets for EGB. NSI has been dismissed fromthe action.
Nomura has responded to requests for information from the U.S. Commodity Futures Trading Commission(“CFTC”) in relation to swap trading related to bond issuances. On February 1, 2021, the CFTC filed a civil
enforcement action against a Nomura employee and charged him with violating the anti-fraud, price manipulationand false statements provisions of the Commodity Exchange Act in relation to a 2015 interest rate swap
transaction.
The Securities and Exchange Commission (“SEC”) and the United States Department of Justice (“DOJ”)
investigated past activities of several former employees of NSI in respect of residential mortgage-backed securities
transactions in the secondary market. In July 2019, NSI entered into a settlement with the SEC concerning its
supervision of certain former employees, and the investigation has concluded. In August 2023, NSI entered into a
Non-Prosecution Agreement with the DOJ paying a civil monetary penalty of $35 million and making additional
restitution to affected customers of approximately $0.8 million resolving its investigation.
In September 2017 and November 2017, Nomura International (Hong Kong) Limited (“NIHK”) and Nomura
Special Investments Singapore Pte Limited (“NSIS”) were respectively served with a complaint filed in the Taipei
District Court against NIHK, NSIS, China Firstextile (Holdings) Limited (“FT”) and certain individuals by First
Commercial Bank, Ltd., Land Bank of Taiwan Co., Ltd., Chang Hwa Commercial Bank Ltd., Taishin International
Bank, E.Sun Commercial Bank, Ltd., CTBC Bank Co., Ltd., Hwatai Bank, Ltd. and Bank of Taiwan (collectively,“FT Syndicate Banks”). The FT Syndicate Banks’ complaint relates to a $100 million syndicated term loan facility
to borrower FT that was arranged by NIHK, and made by the FT Syndicate Banks together with NSIS. The FT
Syndicate Banks’ allegations in the complaint include tort claims under Taiwan law against the defendants. The FT
Syndicate Banks sought to recover approximately $68 million in damages, plus interest. By judgment dated
October 13, 2023, the Taipei District Court dismissed the FT Syndicate Bank’s claims in entirety. In November
2023, Statements of Appeal were filed by 7 of the 8 FT Syndicate Banks (First Commercial Bank, Ltd., Land Bankof Taiwan Co., Ltd., Chang Hwa Commercial Bank Ltd., Taishin International Bank, E.Sun Commercial Bank,
Ltd., CTBC Bank Co., Ltd. and Bank of Taiwan, together the “Appellants”), indicating the Appellants’ intention toappeal the Taipei District Court decision to the Taiwan High Court. The case is transferred to the Taiwan High
Court in February 2024 for appeal. The claim amount for the appeal is approximately $63 million in damages, plus
interest.
28[Notes to the Consolidated Balance Sheet]-2-Contingencies

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In August 2017, the Cologne public prosecutor in Germany notified NIP that it is investigating possible tax fraud
by individuals who worked for the Nomura Group in relation to the historic planning and execution of trading
strategies around dividend record dates in certain German equities (known as “cum/ex” trading) and in relation tofilings of tax reclaims in 2007 to 2012. During the fiscal year ended March 31, 2020, Nomura Group became awarethat certain of those individuals would be the subject of investigative proceedings in Germany. NIP and anotherentity in the Nomura Group are cooperating with the investigation, including by disclosing to the public prosecutor
certain documents and trading data, and Nomura Group premises in Frankfurt were raided by the public prosecutor
in April 2023 for the purpose of obtaining additional data and documents. It appears that the investigation has
expanded including to also now encompass cum/cum trading strategies in certain German equities. If theinvestigation involving Nomura Group entities and former individuals proceeds to trial, the individuals could facecriminal sanctions and Nomura Group entities could face administrative sanctions such as administrative fines or
profit confiscation orders.
In and after August 2022, Nomura Financial Advisory and Securities (India) Private Limited (“NFASI”) was
served with three commercial suits filed with the Bombay High Court against NFASI and other parties. The
lawsuits relate to the same equity disposal where the plaintiffs were three of the sellers and NFASI acted as
financial advisor to the sellers, and include allegations that NFASI failed to comply with its duties as financial
advisor. The total claim amounts in the suits are approximately INR 2.8 billion in damages, plus interest.
In January 2024, NIP received a notice from a Prosecutor of the Court of Auditors in Italy. The notice details thefindings of an investigation into an advisory relationship NIP entered into with an Italian counterparty in 2005. It
alleges that NIP caused harm to the Italian counterparty and as such damages are payable. A civil claim fordamages may be brought by the Prosecutor before the Court of Auditors in due course.

29[Notes to the Consolidated Balance Sheet]-2-Contingencies

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17. Guarantees
In accordance with ASC 460 “Guarantees”, Nomura recognizes obligations under certain issued guarantees
and records the fair value of these guarantee obligations on the consolidated balance sheet.
The information about maximum potential payout or notional total of derivative contracts, standby letters ofcredit and other guarantees that could meet the definition of a guarantee is as below.
For information about the maximum potential amount of future payments that Nomura could be required tomake under certain derivatives, the notional amount of contracts has been disclosed. However, the maximum
potential payout for certain derivative contracts, such as written interest rate caps and written currency
options, cannot be estimated, as increases in interest or foreign exchange rates in the future could betheoretically unlimited. Nomura records all derivative contracts at fair value. Nomura believes the notionalamounts generally overstate its risk exposure.
(1) (2)Derivative contracts.............................................................................................
(3)
Standby letters of credit and other guarantees .........................................................

613,663,415 million yen
3,561,640 million yen(1) The carrying value of derivative contracts is ¥11,286,872 million (liability).
(2) The notional amount and the carrying value of the written credit derivatives not included in derivative
contracts are ¥20,029,630 million and ¥244,328 million (asset), respectively.
(3) Primarily related to a certain sponsored repo program where Nomura guarantees to a 3rd party
clearinghouse the payment of its clients’ obligations. Our exposure under this guarantee is minimized
through effectively obtaining collaterals whose amount is approximately equal to the maximum
potential payout of the guarantee.

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

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18. Financial Instruments
The fair value of financial instruments
A significant amount of Nomura’s financial instruments are carried at fair value. Financial assets carried atfair value on a recurring basis are reported in the consolidated balance sheet within Trading assets and private
equity and debt investments, Loans and receivables, Collateralized agreements and Other assets. Financial
liabilities carried at fair value on a recurring basis are reported within Trading liabilities, Short-termborrowings, Payables and deposits, Collateralized financing, Long-term borrowings and Other liabilities.
In all cases, fair value is determined in accordance with ASC 820 “Fair Value Measurements andDisclosures” which defines fair value as the amount that would be exchanged to sell a financial asset ortransfer a financial liability in an orderly transaction between market participants at the measurement date. It
assumes that the transaction occurs in Nomura’s principal market, or in the absence of the principal market,
the most advantageous market for the relevant financial assets or financial liabilities.
Information on financial instruments and risk
Most of Nomura’s trading activities are client oriented. Nomura utilizes a variety of derivative financial
instruments as a means of bridging clients’ specific financial needs and investors’ demands in the securities
markets. Nomura also actively trades securities and various derivatives to assist its clients in adjusting theirrisk profiles as markets change. In performing these activities, Nomura carries an inventory of capital markets
instruments and maintains its access to market liquidity by quoting bid and offer prices to and trading withother market makers. These activities are essential to provide clients with securities and other capital markets
products at competitive prices.
In the normal course of business, Nomura enters into transactions involving derivative financial instruments
to meet customer needs, for its trading activities and to reduce its own exposure to loss due to adverse
fluctuations in interest rates, currency exchange rates and market prices of securities. These financial
instruments include contractual agreements such as commitments to swap interest payment streams, exchange
currencies or purchase or sell securities and other financial instruments on specific terms at specific futuredates. To the extent these derivative financial instruments are economically hedging financial instruments or
securities positions of Nomura, the overall risk of loss may be fully or partly mitigated by the hedged position.
Nomura seeks to minimize its exposure to market risk arising from its use of these derivative financial
instruments through various control policies and procedures, including position limits, monitoring proceduresand hedging strategies whereby Nomura enters into offsetting or other positions in a variety of financial
instruments. Counterparty credit risk associated with these financial instruments is controlled by Nomura
through credit approvals, limits and monitoring procedures. To reduce default risk, Nomura requires
collateral, principally cash collateral and government securities, for certain derivative transactions.
Concentrations of credit risk may arise from trading, securities financing transactions and underwriting
activities, and may be impacted by changes in political or economic factors. Nomura has credit risk
concentrations on bonds issued by the Japanese Government, U.S. Government, Governments within theEuropean Union and British Government (“EU & U.K.”), their states and municipalities, and their agencies.
The following table presents geographic allocations of Nomura’s trading assets related to government, agency
and municipal securities. Nomura’s exposure to the over-the-counter derivatives is mainly with the financial
institutions in the amount of ¥618.4 billion which represents the net amount after the counterparty netting ofderivative assets and liabilities under a master netting agreement as well as cash collateral netting against net
derivatives.

31[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Other Notes]

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Billions of yen
March 31, 2024

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

Japan

U.S.

2,099.6

3,139.4

EU &U.K.
1,469.6

(1)

Other

Total

1,522.9

8,231.5────────(1) Other than above, there were ¥247.8 billion of government, agency and municipal securities in Other asset– Non-trading debt securities as of March 31, 2024. These securities are primarily Japanese government,
agency and municipal securities.
Fair value hierarchy
All financial instruments measured at fair value, including those carried at fair value using the fair value
option, have been categorized into a three-level hierarchy (“fair value hierarchy”) based on the transparency ofvaluation inputs used by Nomura to estimate fair value. A financial instrument is classified in the fair value
hierarchy based on the lowest level of input that is significant to the fair value measurement of the financial
instrument. The three levels of the fair value hierarchy are defined as follows, with Level 1 representing themost transparent inputs and Level 3 representing the least transparent inputs:
Level 1:
Observable valuation inputs that reflect quoted prices (unadjusted) for identical financial instruments tradedin active markets at the measurement date.
Level 2:
Valuation inputs other than quoted prices included within Level 1 that are either directly or indirectly
observable for the financial instrument.
Level 3:
Unobservable valuation inputs which reflect Nomura assumptions and specific data.

32[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Other Notes]

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The following table presents information about Nomura’s financial instruments measured at fair value on arecurring basis as of March 31, 2024 within the fair value hierarchy.
(Billions of yen)March 31, 2024

Level 1

Level 2

Level 3

Counterparty
and CashCollateral(1)
Netting

Balance as ofMarch 31, 2024

Assets:Trading assets and private equity and(2) (3)debt investments
Cash Instruments ..................................
Derivatives ............................................
Loans and receivables ............................
(5)
Collateralized agreements ......................
(2)
Other assets ..........................................
Total ..............................................................

−
482.5

8,684.0
21,068.0
1,807.8
454.0
261.0

9,426.8

32,274.8

1,296.3(19,814.8)

23,183.1

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

8,088.6
21.4

0.9
255.1
23.0
15.2

−
(19,165.9)

−
−
−
21.5
283.3

854.0
20,836.5
628.1
167.5
978.2
5,627.3
66.2

−
473.8
43.9

−
−
−
−
−

8,943.5
1,947.1
651.1
182.7
978.2
6,122.6393.4

8,414.8

29,157.8

811.9(19,165.9)

19,218.6(4)(6)

Short-term borrowings ...........................
(7)
Payables and deposits ............................
(5)
Collateralized financing .........................
(6) (8) (9)Long-term borrowings...................
(10)
Other liabilities .....................................
Total ..............................................................

8,920.4
21.8
2.1

470.1
248.6
291.1
12.4
274.1

−
(19,814.8)−−−

18,074.5
1,523.6
2,101.0
466.4
1,017.6────────(1) Represents the amount offset under counterparty netting of derivative assets and liabilities as well as cash
collateral netting against net derivatives.
(2) Certain investments that are measured at fair value using net asset value per share as a practical expedient
have not been classified in the fair value hierarchy. As of March 31, 2024, the fair values of theseinvestments which are included in Trading assets and private equity and debt investments and Other assets
were ¥58.7 billion and ¥3.1 billion, respectively.
(3) Private equity and debt investments are typically private non-traded financial instruments including
ownership or other forms of junior capital (such as mezzanine loan). It includes equity investments thatwould have been accounted for under the equity method had Nomura not chosen to elect the fair value
option.
(4) Includes loans for which the fair value option is elected.
(5) Includes collateralized agreements or collateralized financing for which the fair value option is elected.
(6) Includes structured notes for which the fair value option is elected.
(7) Includes embedded derivatives bifurcated from deposits received at banks. If unrealized gains are greaterthan unrealized losses, deposits are reduced by the excess amount.
(8) Includes embedded derivatives bifurcated from issued structured notes. If unrealized gains are greater thanunrealized losses, borrowings are reduced by the excess amount.
(9) Includes liabilities recognized from secured financing transactions that are accounted for as financings rather
than sales. Nomura elected the fair value option for these liabilities.
(10) Includes loan commitments for which the fair value option is elected.

33[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Other Notes]

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Estimated Fair Value
Certain financial instruments are not carried at fair value on a recurring basis in the consolidated balance
sheet since they are neither held for trading purposes nor are elected for the fair value option. These are
typically carried at contractual amounts due or amortized cost.
The carrying value of the majority of the financial instruments detailed below will approximate fair value
since they are short-term in nature and contain minimal credit risk. These financial instruments include
financial assets reported within Cash and cash equivalents, Time deposits, Deposits with stock exchanges andother segregated cash, Receivables from customers, Receivables from other than customers, Securities
purchased under agreements to resell and Securities borrowed and financial liabilities reported within Shortterm borrowings, Payables to customers, Payables to other than customers, Deposits received at banks,
Securities sold under agreements to repurchase, Securities loaned and Other secured borrowings in the
consolidated balance sheet.
The estimated fair values of other financial instruments which are longer-term in nature or may containmore than minimal credit risk may be different to their carrying value. Financial assets of this type primarily
include certain loans which are reported within Loans receivable while financial liabilities primarily include
long-term borrowings which are reported within Long-term borrowings. In our financial instruments, theinstruments which have a material difference between the carrying value and the estimated fair value are longterm borrowings. For long-term borrowings, certain financial instruments including structured notes arecarried at fair value under the fair value option. Except for those instruments, long-term borrowings arecarried at contractual amounts or amortized cost unless such borrowings are designated as the hedged item ina fair value hedge. The fair value of long-term borrowings which are not elected for the fair value option isestimated using quoted market prices where available or by discounting future cash flows. As of March 31,
2024, the carrying values of long-term borrowings were ¥12,452.1 billion and the fair values or estimated fairvalues of long-term borrowings were ¥12,477.6 billion.
Maturities tables of long-term borrowings
The aggregate annual maturities of long-term borrowings, including adjustments related to fair value hedges
and liabilities measured at fair value, as of March 31, 2024 consist of the following:
Year ending March 31

Billions of yen

2025 .............................................................................................................................................................................
2026 .............................................................................................................................................................................
2027 .............................................................................................................................................................................
2028 .............................................................................................................................................................................
2029 .............................................................................................................................................................................
2030 and thereafter .....................................................................................................................................................

1,146.5
2,148.3
1,226.0
942.4
1,322.9
5,140.4

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

11,926.4

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

525.7

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

12,452.1

Trading balances of secured borrowings
These balances of secured borrowings consist of the liabilities related to transfers of financial products thatare accounted for as financings secured by the financial assets without recourse to Nomura rather than sales
under ASC 860. These borrowings are not borrowed for the purpose of Nomura’s funding but are related to
Nomura’s trading activities to gain profits from the distribution of financial products secured by the financial
assets.
[Notes to Per-Share Data]
19. Per-Share Data
Total NHI shareholders’ equity per share ............................................................. 1,127.72 yen
Basic net income attributable to NHI shareholders per share ..............................
54.97 yen

34

[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Other Notes]

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20. Significant Subsequent Events
Restricted Stock Unit and Performance Share Unit
On May 16, 2024, the Company passed a resolution to grant Restricted Stock Unit (“RSU”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSU is
49,784,400 units (49,784,400 shares equivalent). RSU is to deliver shares of common stock of the Company
to grantees from one year to the maximum of seven years after the RSU is granted. The settlement of the RSU
will be primarily in treasury stock.
On May 16, 2024, the Company passed a resolution to grant Performance Share Unit (“PSU”) to executive
officers of the Company. The base number of shares has been calculated as 782,100 shares, and the number ofshares when applying a payout rate of 150% is 1,173,200 shares. PSU is to deliver shares of common stock of
the Company to grantees depending on the degree of achievement of the performance targets for the threefiscal years. The settlement of the PSU will be primarily in treasury stock.
Nomura also offers a compensation plan linked to the Company’s stock price. The employees (directors,
executive officers and certain employees) covered by this plan must provide service as employees of theCompany for a specified service period in order to receive payments under the plan and also are subject toforfeitures due to termination of employment under certain conditions. The Company plans to continuecompensation payments in the next fiscal year based on the Company’s stock price for its and subsidiaries’
directors and certain employees. The Company will remunerate either in cash or an equivalent amount ofassets with a value linked to the average stock price for a certain period immediately preceding the applicablefuture payment date.

35[Notes to Financial Instruments]、[Notes to Per-Share Data]、[Other Notes]

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

36[Significant Accounting Policies]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示(2) Accrued bonuses
To prepare for bonus payments to employees, the estimated amount was recorded in accordance with theprescribed calculation method.
8. Recognition criteria for revenue and expenses
The primary types of service provided to customers are as follows;
For royalty fees for the use of the “Nomura” trademark, performance obligations are satisfied over service
providing period of time. The performance obligations are normally judged to be satisfied over the term of thecontracts and are recognized as “Royalty on trademarks” based on revenue of the service recipient.
For revenue from providing outsourcing services, performance obligations are satisfied over service
providing period of time. The performance obligations are normally judged to be satisfied over the term of thecontracts and are recognized as “Other operating revenue” on a straight-line basis.
9. Hedging activities(1) Hedge accounting
Mark-to-market profits and losses on hedging instruments are deferred as assets or liabilities until the
profits or losses on the underlying hedged items are realized for interest rate risk hedge and foreign
currency risk hedge. Fair value hedge is applied and all the profits and losses are recognized for share pricerisk hedge.
(2) Hedging instrument and hedged item
The Company utilizes interest rate swap contracts to hedge the interest rate risk on bonds and borrowings
that the Company issued. The Company utilizes currency forward contracts and long term foreign currency
liabilities including long term bonds issued to hedge foreign currency risk on investments in subsidiaries.
Additionally, the Company utilizes total return swap contracts to hedge share price risk on a part ofinvestment securities.
(3) Hedging policy
As a general rule, the interest rate risk on bonds and borrowings is fully hedged until maturity. Foreign
currency investment in subsidiaries is hedged by currency forward contracts and long term foreign currency
liabilities including long term bonds issued. A part of investment securities is hedged by total return swap
contracts.
(4) Valuating the validity of hedging instruments
Regarding to the hedge of the interest risk and foreign currency risk, the Company regularly verifies theresult of risk offsetting by each hedging instrument and hedged item, and verifies the validity of the hedge.
For the hedge of share price risk, the Company verifies the hedge effectiveness by comparing the change infair value of each investment security and total return swap contract.
10. Consumption taxes and local consumption taxes are accounted for based on the tax exclusion method.

37[Significant Accounting Policies]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Notes to the Accounting Estimates]
Items which were recorded on the financial statements as accounting estimates for the year ended March 31,
2024 and may have material impact on the financial statements for the next fiscal year are as follows;
Deferred tax assets

84,059 million yen

38[Change in Accounting Policies]、[Accounting Estimates]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Notes to the Balance Sheet]
1. Balances of receivables and payables with subsidiaries and affiliates
Short-term receivables ......................................................................
Short-term payables ..........................................................................
Long-term receivables .......................................................................
Long-term payables .......................................................................

5,274,209 million yen
2,389,654 million yen
2,247,549 million yen
1,134,669 million yen

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

44,449 million yen

3. Securities deposited
The Company loaned investment securities (mainly investments in subsidiaries and affiliates) with a bookvalue of ¥9,884 million based on securities loan contracts which provide borrowers with the rights to resell or
repledge the securities.
4. Bonds include ¥414,500 million of subordinated bonds.

5. Balance of guaranteed obligations(1)

Nomura Global Finance Co.,Ltd.
Nomura International Funding Pte. Ltd.
Nomura Europe Finance N.V.
Nomura International plc
Nomura Global Financial Products Inc.
Nomura International plc
Nomura Bank International plc
Nomura America Finance, LLC
Nomura Corporate Funding Americans, LLC

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

Other

1,806,390 million yen
1,254,064 million yen(2)932,013 million yen(3)763,006 million yen
678,354 million yen(3)411,451 million yen(3)381,874 million yen
223,936 million yen
159,367 million yen
344,544 million yen(3)────────(1) In accordance with Japan Institute of Certified Public Accountants Audit and Assurance Practice Committee
Practical Guideline No. 61, items recognized as effectively bearing the obligation of guarantee of liabilities
are included in notes items equivalent to guaranteed obligations.
(2) Includes joint guarantee with Nomura International (HongKong) Limited.
(3) Includes joint guarantee with Nomura Securities Co., Ltd.
6. Assets pledged
Time deposits

2,944 million yen[Notes to the Statement of Income]1. Transactions with subsidiaries and affiliates
Operating revenue
Operating expenses
Non-operating transactions

539,053 million yen
208,664 million yen
5,183 million yen

39[Notes to the Balance Sheet]、[Notes to the Statement of Income]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Notes to the Statement of Changes in Net Assets]
1. Shares outstanding
Beginning ofcurrent year

Type of shares
Common stock (shares) .....................................

Increase

3,233,562,601

Decrease

End of current year

70,000,000−

3,163,562,601

2. Treasury stock
Beginning ofcurrent year

Type of shares
Common stock (shares) .....................................

229,510,828

Increase

Decrease

80,617,143

117,695,807(Summary of reasons for change)
The reasons for increase were as follows:
Increase related to buying in the stock market .......................
Increase related to requests to purchase shares less than full trading units ...............

End of current year
192,432,164

80,592,100 shares
25,043 shares

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

Reduction related to cancellation of own shares ...........................................

47,695,273 shares
534 shares
70,000,000 shares(1)

3. Stock acquisition rights

Name of Stock Acquisition Rights
Stock Acquisition Rights No.71
Stock Acquisition Rights No.76
Stock Acquisition Rights No.77
Stock Acquisition Rights No.78
Stock Acquisition Rights No.79
Stock Acquisition Rights No.80
Stock Acquisition Rights No.84
Stock Acquisition Rights No.85

Date of allocation of stock acquisitionrightsType of shares

Number of shares

June 7, 2016
June 9, 2017
June 9, 2017
June 9, 2017
June 9, 2017
June 9, 2017
November 17, 2017
November 20, 2018

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

185,300
151,900
553,600
142,800
177,700
47,0001,805,200
1,728,200(1) Excludes items for which the first day of the exercise period has not arrived.

40[Notes to the Statement of Changes in Net Assets]、[Notes to Accounting for Tax Effects]、[Notes to Fixed Assets Used in Leasing]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示

4. Dividends(1) Dividends paid
Decision

Type of shares

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

Common stock
Common stock

Total dividend value(millions of yen)
36,04924,115

Dividend-per share
(yen)
12.00
8.00

Record date

Effective date

March 31, 2023
September 30, 2023

June 1, 2023
December 1, 2023

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

Type of shares

Board of Directors April 26, 2024 .......

Common stock

Total dividend value(millions of yen)
44,567

Dividend-per share
(yen)
15.00

Record date

Effective date

March 31, 2024

June 3, 2024

[Notes to Accounting for Tax Effects]
1. Breakdown of deferred tax assets and liabilities
Deferred tax assets
Loss on devaluation of securities ....................................................................................
Deferred gain and loss on hedges ...................................................................................
Loss carry-forward on local tax ......................................................................................
Loss on devaluation of fixed assets ................................................................................
Others .............................................................................................................................

137,653
65,544
7,632
2,441
3,139

Subtotal of deferred tax assets ............................................................................................
Valuation allowance ............................................................................................................

216,409 million yen(119,315) million yen

million yen
million yen
million yen
million yen
million yen

Total of deferred tax assets .................................................................................................
Deferred tax liabilities
Net unrealized gain on investments .................................................................................
Derivative ...................................................................................................................
Deferred gain and loss on hedges ....................................................................................
Others ..............................................................................................................................

97,094

million yen(8,503)(1,629)(2,499)(404)

million yen
million yen
million yen
million yen

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

(13,035) million yen

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

84,059million yen

2. Accounting treatment for corporate tax, local corporate tax, and the related tax effect
The Company applies the Group Tax Sharing System. In addition, the Company follows the “Practical
Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (Practical Solution No.42,
August 12, 2021) for accounting and disclosures of the corporate tax, local corporate tax, and the related tax
effect.

41[Notes to the Statement of Changes in Net Assets]、[Notes to Accounting for Tax Effects]、[Notes to Fixed Assets Used in Leasing]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Notes to Related Party Transactions]
Subsidiaries and affiliates
Classification

Subsidiary

Name of company

Nomura Securities Co., Ltd.

Proportion of
votingrights owned(owned by)(Owned)directly 100%

Relationshipwith related
party
Provision ofequipments

Natureof transaction
Data processing system usage
fees received

Loans receivable Royalty fees received
Borrowings
Outsourcing ofsystem solution
Concurrent
officers

Transaction
amounts(millions of yen)

Name of accountBalance as ofMarch 31,2024
(millions of yen)

97,954

Accrued income

19,69945,920Accrued income

5,179

Loans receivable

83,931

Short-term loans

133,000

Interest received

6,888

Accrued income

871

Establishment of a

700,000

Long-term loans

470,000

commitment line withsubordinated terms

receivable fromsubsidiaries andaffiliates

Loans receivable

470,000−−

Commitment line
establishment fees

461

−

−

Notes

(1)
(2)
(3) (4)(5)

received
Pledge of cash collaterals for

196,408

derivatives

Subsidiary

Subsidiary

Nomura International plc

Nomura International Funding
Pte. Ltd

Subsidiary

Nomura Holding America Inc.

(Owned)Guarantee
indirectly 100% obligation

Subsidiary

Guarantee obligation

1,174,457(Owned)Guarantee

Guarantee obligation

obligation

Guarantee fee received(Owned)directly 100%

Subsidiary

10,036

directly 100%Loans receivable Loans receivable823
1,254,064−

Accrued income772−

Accrued income

603

3,254,758

Short-term loans

2,936,356

Long-term loans
receivable from648,932

128,399

Nomura Securities International,
Inc.

(Owned)Loans receivable Loans receivable
indirectly 100% Concurrent
Interest received
officers

59,724

Short-term loans

151,360

388

Accrued income

89

Nomura Corporate Funding
America LLC(Owned)Loans receivable Loans receivable
indirectly 100% Guarantee

1,419,689

Short-term loans

1,281,476
180,421

Interest received

46,455Long-term loans
receivable fromsubsidiaries andaffiliates
Accrued income

Guarantee obligation

159,367−−

Accrued income

209

−

−

Accrued income

87

Nomura America Finance, LLC(Owned)Guarantee

Nomura Bank International plc

Nomura Europe Finance N.V.

(Owned)Guarantee

Guarantee obligation
Guarantee fee received
Guarantee obligation(Owned)Borrowings
Guarantee
obligation−
183

Borrowings

1,204,823

1,465,600

Interest paid

8,955

Short-termborrowings
Accrued expense

932,013
511

Guarantee obligation
Guarantee fee received

42

1,369,021

38,073
1,806,390
751

(9)

(8)

(8)

(8)

(10)
−

Accrued income

514

borrowings
Long-term
borrowings
Accrued expense

(8)

1,016

−

Short-term
Borrowings

Interest paid

[Notes to Related Party Transactions]

381,874

(8)

7,288

Accrued income(Owned)directly 100%

directly 100%

87

(7)

(3)

−

Guarantee fee received

Guarantee fee received
Nomura Global Finance Co., Ltd.

223,936

25,433179

indirectly 100% obligation
Borrowings
Guarantee
obligation

208

(6)

(3)

Interest received

Guarantee obligation

Subsidiary−subsidiaries andaffiliates
Accrued income

indirectly 100% obligation

Subsidiary

929−

Concurrent
officers

Guarantee fee received

Subsidiary

Accounts payable594

obligation

Subsidiary

204,004

deposits

Data processing systemdevelopment fees paid
Guarantee fee received

Guarantee(8)794,000
915,648

(10)

3,251

−

−

Accrued income

752

(8)

2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示

Classification

Subsidiary

Name of company

Nomura Global Financial
Products Inc.

Proportion of
votingrights owned(owned by)

Relationshipwith related
party(Owned)Guarantee
indirectly 100% obligation
Concurrent
officers

Subsidiary

Nomura Europe Holdings plc(Owned)directly 100%Natureof transaction
Guarantee obligation
Guarantee fee received

Loans receivable Loans receivable

Transaction
amounts(millions of yen)
678,354

Name of accountBalance as ofMarch 31,2024
(millions of yen)

−

−

721

Accrued income

700

485,013Long-term loans
receivable from508,570

subsidiaries andSubsidiary

Nomura Financial Products &Services, Inc.

(Owned)(8)(3)

Interest received

33,997

affiliates
Accrued income

Loans receivable Loans receivable

202,460

Short-term loans

159,000

Interest received

19,269Accrued income

1,454

Establishment of acommitment line withsubordinated terms

400,000

Long-term loans
receivablefrom subsidiaries

349,310Loans receivable

301,766−−

Commitment line

138

−

−

directly 100%

Notes

2,408

and affiliates(3) (4)(5)

establishment fees
received
Subsidiary

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

106,012

Short-term loans

102,100

821

Accrued income

54

Loans receivable Loans receivable

18,746

Short-term loans

123,700

Interest received

106

Accrued income

44

34,534

−

−

9,975

Accounts payable

officers
Subsidiary

Affiliate

Nomura Capital Investment Co.,

(Owned)Ltd.

directly 100%

Nomura Research Institute, Ltd.

(Owned)directly 19.1%

Purchases ofsystemindirectly 3.9% solution andconsulting
knowledge
services

Data processing system
usage fees paid
Software purchase

4,215

(3)

(3)

(11)

Terms of transactions, policies determining terms of transactions, etc.
────────(1) Usage fees related to data processing systems are determined rationally based on the original cost to theCompany.
(2) Please see “Significant Accounting Policies” 8. Recognition criteria for revenue and expenses for transaction
details.
(3) Interest rates on loans receivable are determined rationally in consideration of market interest rates. The
transaction amounts for loans receivable indicate average monthly balance. No collateral is obtained.
(4) Transaction amounts and balance as of March 31, 2024 do not include the transaction amounts forestablishment of a commitment line with subordinated terms of (5).
(5) The transaction amounts for the establishment of a commitment line with subordinated terms is the amountof the financing limit.
(6) Terms and conditions of these transactions were determined in consideration of market conditions. The
transaction amounts for guarantee deposit of derivatives indicate average monthly balance. Balance as ofMarch 31, 2024 was included in Current Liabilities, Others on the balance sheet.
(7) Development fees related to data processing systems are determined rationally for each transaction based on
the subsidiary’s cost.
(8) Please see “Notes to the Balance sheet” for details. The guarantee rates for each transaction are rationallydetermined in consideration of market rates.
(9) Interest rates on loans receivable are determined rationally in consideration of market interest rates. The
transaction amounts for loans receivable indicate average monthly balance. This is the reverse repo
transaction which pledged U.S. treasury as collateral.
(10) Interest rates on borrowings are determined rationally in consideration of market interest rates. The
transaction amounts for borrowings indicate average monthly balance. No collateral is provided.
(11) Usage fees related to data processing systems and software are determined for each transaction inconsideration of operating maintenance costs, original costs related to system development, etc.
(12) Transaction amounts do not include consumption taxes, etc., and balance as of March 31, 2024 includes
consumption taxes, etc.
43

[Notes to Related Party Transactions]2024/05/22 10:05:08 / 24101206_野村ホールディングス株式会社_招集通知：Web開示[Notes to Per Share Data]
Net assets per share .............................................................................................................
Net income per share ...........................................................................................................

855.20 yen
30.01 yen

[Notes to Material Subsequent Event](Grant of Restricted Stock Units)
On May 16, 2024, the Company passed a resolution to grant Restricted Stock Unit (“RSU”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSU is
49,784,400 units (49,784,400 shares equivalent). RSU is to deliver shares of common stock of the Company tograntees from one year to the maximum of seven years after the RSU is granted. The settlement of the RSU will
be primarily in treasury stock.
(Performance Share Unit)
On May 16, 2024, the Company passed a resolution to grant Performance Share Unit (“PSU”) to executive
officers of the Company. The base number of shares has been calculated as 782,100 shares, and the number ofshares when applying a payout rate of 150% is 1,173,200 shares. PSU is to deliver shares of common stock of
the Company to grantees depending on the degree of achievement of the performance targets for the three fiscal
years. The settlement of the PSU will be primarily in treasury stock.

44[Notes to Per Share Data]、[Notes to Material Subsequent Event]