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

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

For the month of June 2023

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 119th 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: June 2, 2023

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

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 havebeen omitted). In the event of any discrepancy between this translated document and the Japanese language original, the Japanese
language original shall prevail. Please note that certain portions of this document may not be applicable to shareholders outside
Japan.

NOMURA
Notice of Convocation of the 119th Annual General Meeting of Shareholders
Nomura Holdings, Inc.

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To Our Shareholders
I would like to take this opportunity to thank all of you for your ongoing support.
In the fiscal year ended March 31, 2023, bond yields in major industrialized countries rose significantly as eachcountry implemented monetary tightening against rising global inflationary pressures stemming from supply
constraints, soaring energy and food prices, and tight labor supply. The outlook for the global economy remains
uncertain due to future trends of monetary policies and heightened geopolitical risks. Under these circumstances, wehave laid out our plan to expand into private markets to complement our public markets businesses with the aim ofproviding customized services and solutions to each client, and have worked to develop structures that meet clientneeds, from face-to-face to digital, and to provide new asset classes.
As a result, the Group’s net revenue totaled 1,335.6 billion yen, income before income taxes amounted to 149.5
billion yen, and net income came to 92.8 billion yen. Based upon our dividend policy, we declared a year-end
dividend of 12 yen per share to shareholders of record as of the end of March, 2023. When combined with the interim
dividend, this gives an annual dividend of 17 yen per share.
The changes in financial capital market are very rapid and significant. We will carry out our business with caution
while implementing risk management, and at the same time seek to generate profit by taking changes asopportunities. In Japan, the government set forth “Doubling Asset-based Income Plan”, and there have been growing
movements to shift personal financial assets from savings to investments. We will aim to raise our corporate value
to meet your expectations.
The Group's diverse businesses are founded on the trust of all stakeholders including clients, and we believe thatthe enhancement of our corporate value and the sustainable growth of society follow the same path. We will continue
to make concerted efforts toward our management vision, “Achieve sustainable growth by helping resolve social
issues.”Thank you very much for your continued support.

May 2023
Kentaro Okuda
Director, President and Group CEO-2-

(Securities Code: 8604)
May 31, 2023
(Start Date of Electronic Provision Measures May 25, 2023)
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 119th 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 theElectronic 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),” 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” for thecode, 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 27, 2023 (JST)

2. Place:

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

Report on the content of the business report and the consolidated financial statements and report on the
results of the audits of the consolidated financial statements performed by the Accounting Auditor andthe Audit Committee for the 119th fiscal year (covering the period from April 1, 2022 to March 31, 2023).

-3-

2.

Report on the financial statements for the 119th fiscal year (covering the period from April 1, 2022 toMarch 31, 2023).

Matter to be Resolved:
Proposal : Appointment of Thirteen 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 in writing,the exercise of voting rights via electronic or magnetic means (Internet, etc.) will be considered valid.
If voting rights are exercised more than once via electronic or magnetic means (Internet, etc.), the last
exercise will be considered valid.
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.
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.

2.
3.
4.

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.

-4-

Reference Materials for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal : Appointment of Thirteen Directors
As of the conclusion of this General Meeting, the term of office of all twelve directors will expire. Therefore, basedon the decision of the Nomination Committee, the Company requests the appointment of thirteen directors, including
three new director nominees. In addition, this year, aiming to further strengthen corporate governance, the number ofoutside director nominees has been increased by one. Of the thirteen nominees, nine are outside director nominees, andthe two director nominees who will concurrently serve as executive officers are Kentaro Okuda and Yutaka Nakajima.
Thirteen nominees are as follows:
No.

Name

Positions in the Company

Attendance Record
at Board of Directors(Year ended March 2023)

Koji Nagai
1

Non-Executive Director
Reappointment

Kentaro Okuda
2

Executive Officer
Reappointment

Yutaka Nakajima
3

Executive Officer
New Appointment

Shoji Ogawa
4

Non-Executive Director
Reappointment

Noriaki Shimazaki
5Outside Director, Independent Director
Reappointment

Kazuhiko Ishimura
6

Outside Director, Independent Director
Reappointment

Chairman of the Board of Directors
Member of the Nomination Committee
Member of the Compensation Committee
Representative Executive Officer and PresidentGroup CEO100%
(11/11 meetings)

Representative Executive Officer and Deputy
President(New Appointment)

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

100%(11/11 meetings)

Chairman of the Audit Committee
Member of the Board Risk Committee

100%(11/11 meetings)

Chairman of the Nomination Committee
Chairman of the Compensation Committee

100%(11/11 meetings)

Chairperson of the Board Risk Committee

100%(11/11 meetings)

Member of the Audit Committee
Member of the Board Risk Committee

91%(10/11 meetings)

Member of the Board Risk Committee

100%(11/11 meetings)

Member of the Board Risk Committee

91%(10/11 meetings)

Member of the Nomination Committee
Member of the Compensation Committee

100%(11/11 meetings)

Member of the Board Risk Committee (to beappointed)(New Appointment)

Member of the Audit Committee (to beappointed)(New Appointment)

Laura Simone Unger
7

Outside Director, Independent Director
Reappointment

Victor Chu
8

Outside Director, Independent Director
Reappointment

J. Christopher Giancarlo
9

Outside Director, Independent Director
Reappointment

Patricia Mosser
10

Outside Director, Independent Director
Reappointment

Takahisa Takahara
11

Outside Director, Independent Director
Reappointment

Miyuki Ishiguro
12

Outside Director, Independent Director
New Appointment

Masahiro Ishizuka
13

Outside Director, Independent Director
New Appointment100%(11/11 meetings)*Three of the nominees are females.

-5-SkillInternal Control(including Risk
Management)

Name

Corporate
Management

International
Business

Financial
Industry

Koji Nagai

✓

✓

✓

✓

Kentaro Okuda

✓

✓

✓

✓

Yutaka Nakajima

✓

✓

✓

✓

✓

✓

✓

Shoji Ogawa

Noriaki Shimazaki✓✓

Kazuhiko Ishimura✓✓

Accounting/
Financial

Legal Systems/
Regulations✓✓

Digital(IT)/
DX

✓

✓

✓

✓

✓

✓

✓

✓

J. Christopher
Giancarlo

✓

✓

✓

✓

✓

Patricia Mosser

✓

✓

✓

✓

✓

Victor Chu

Takahisa Takahara

✓

✓

✓

✓

✓

✓

Miyuki Ishiguro

Masahiro Ishizuka

✓

✓

✓

Laura Simone Unger

Sustainability

✓

-6-

✓

✓

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
Attendance at Meetings of
the Nomination Committee:
8/8
Attendance at Meetings of
the Compensation
Committee:
7/7
Number of shares held:
439,942 shares of common
stockJoined the Company
Director of Nomura Securities Co., Ltd.
Senior Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director and Executive Vice President of Nomura
Securities Co., Ltd.
Apr. 2011
Co-COO and Deputy President of Nomura Securities Co., Ltd.
Apr. 2012
Senior Managing Director of the Company (concurrently Director andPresident of Nomura Securities Co., Ltd.)
Aug. 2012 Representative Executive Officer & Group CEO of the Company(concurrently Director and President of Nomura Securities Co., Ltd.)
Jun. 2013
Director, Representative Executive Officer & Group CEO of the Company(concurrently Director and President of Nomura Securities Co., Ltd.)
Apr. 2017
Director, Representative Executive Officer, President & Group CEO of theCompany (concurrently Director and Chairman of Nomura Securities Co.,Ltd.)
Apr. 2020
Chairman of the Board of Directors of the Company (concurrently
Director and Chairman of Nomura Securities Co., Ltd.) (Current)(Significant concurrent positions)
Director and Chairman of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee and expected role)
Mr. Nagai has held positions including Director, Representative Executive Officer &Group CEO of the Company and Director and President of Nomura Securities Co., Ltd.,and has served as Director and Chairman of the Company since April 2020.
The Company has designated Mr. Nagai as a director nominee with the expectation that,by having Mr. Nagai, who is well-versed in the business of the Nomura Group, serve as
the chair of meetings of the Board of Directors as Chairman of the Board of Directors,
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.
If his reappointment is approved, he is slated to continue serving as a member of theNomination Committee and a member of the Compensation Committee after this Annual
General Meeting of Shareholders.
Mr. Nagai does not concurrently serve as an executive officer and is a non-executive
director.

-7-

2.

Kentaro Okuda(Nov. 7, 1963)

Apr. 1987
Apr. 2010
Apr. 2012
Aug. 2012
Apr. 2013
Representative Executive
Officer and President

Apr. 2015
Apr. 2016

Group CEO
Executive Officer
Reappointment

Apr. 2017
Apr. 2018

Attendance at Meetings ofthe Board of Directors:
11/11
Number of shares held:
264,078 shares of common
stock

Apr. 2019
Apr. 2020

Jun. 2020

Jun. 2021

Joined 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 SeniorCorporate Managing Director of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company (concurrently Senior Corporate
Managing Director of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company (concurrently Executive Vice
President 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 Executive Vice
President of Nomura Securities Co., Ltd.)
Executive Managing Director and Group Co-COO of the Company(concurrently Director, Executive Managing Director and Deputy
President of Nomura Securities Co., Ltd.)
Executive Managing Director and Deputy President, Group Co-COO of
the Company
Representative Executive Officer and President, Group CEO of theCompany (concurrently Representative Director of Nomura Securities
Co., Ltd.)
Director, Representative Executive Officer, President & Group CEO of theCompany (concurrently Representative Director of Nomura Securities
Co., Ltd.)
Director, Representative Executive Officer, President & Group CEO of theCompany (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.

-8-

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
New Appointment

Apr. 2019

Number of shares held:
652,919 shares of common
stock

Apr. 2021
Apr. 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 Senior Corporate
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.)(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 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.

-9-

4.

Shoji Ogawa(Aug. 9, 1964)

Apr. 1987
Apr. 2007

Member of the Audit
Committee (Full-Time)
Member of the Board Risk
Committee
Non-Executive Director
Reappointment
Attendance at Meetings ofthe Board of Directors:
11/11
Attendance at Meetings of
the Audit Committee:
15/15
Attendance at Meetings ofthe Board Risk Committee:

5/5
Number of shares held:
39,426 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 a director
nominee with the expectation that, by adding Mr. Ogawa, who is well-versed in thebusiness 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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Outside Director Nominees (Nominee Numbers 5 to 13)
All nine 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 the Company:
・Executive (*2) of another company where any Executive of the Company serves as a director or officer ofthat company;
・Major shareholder of the Company (directly or indirectly holding more than 10% of the voting rights) or
Executive of such major shareholder; or・Partner of the Company’s Accounting Auditor or employee of such firm who works on the Company’s
audit.
(2) 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 anorganization 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 partner ofa professional services firm, etc.) of a Major Business Partner of the Nomura Group, or a person who is aperson 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 amount equivalent
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.
(Notes)*1: Nomura Group shall mean the Company and the Company’s subsidiaries listed as significant subsidiaries in the Business
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 that is greater than 2% of the donee institution’s gross revenues or ordinary
income.

End.

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5.

Noriaki Shimazaki(Aug. 19, 1946)

Apr. 1969
Jun. 1998
Apr. 2002
Jan. 2003
Apr. 2004
Chairman of the Audit
Committee
Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment

Apr. 2005
Jan. 2009
Jul. 2009
Jun. 2011
Jun. 2011
Sep. 2013
Sep. 2013
Jun. 2016

Joined Sumitomo Corporation
Director of Sumitomo Corporation
Representative Director and Managing Director of Sumitomo Corporation
Member of the Business Accounting Council of the Financial Services
AgencyRepresentative Director and Senior Managing Executive Officer of
Sumitomo Corporation
Representative Director and Executive Vice President of Sumitomo
Corporation
Trustee of the IASC Foundation (currently, IFRS Foundation)
Special Advisor of Sumitomo Corporation
Director of the Financial Accounting Standards Foundation
Chairman of Self-regulation Board and Public Governor of the Japan
Securities Dealers Association
Advisor of the IFRS Foundation Asia-Oceania Office
Advisor of the Japanese Institute of Certified Public Accountants (Current)
Outside Director of the Company (concurrently Director of Nomura
Securities Co., Ltd.) (Current)
Senior Advisor of the IFRS Foundation Asia-Oceania Office (Current)

Number of years in office:7 years

Aug. 2019

Attendance at Meetings ofthe Board of Directors:
11/11(Significant concurrent positions)
Outside Director of Loginet Japan Co., Ltd.
Director of Nomura Securities Co., Ltd. (*)

Attendance at Meetings of
the Audit Committee:
15/15
Attendance at the Board
Risk Committee:
5/5
Number of shares held:
29,100 shares of common
stock(Reasons for designation as an outside director nominee and expected role)
Mr. Shimazaki has extensive experience with respect to corporate management andfurther, has a high degree of expertise with regard to international accounting systems
corresponding to a Sarbanes-Oxley Act of 2002 financial expert. Including the holding in
the past of positions such as Representative Director and Executive Vice President of
Sumitomo Corporation, Member of the Business Accounting Council of the Financial
Services Agency, Trustee of IASC Foundation and Director of the Financial AccountingStandards Foundation, such achievements and related insights have been 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 his extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the Audit
Committee (Chairman) and a member of the Board Risk Committee after this Annual
General Meeting of Shareholders.

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

- 12 -

6.

Kazuhiko Ishimura
Apr. 1979
Jan. 2006
Jan. 2007

Chairman of theNomination Committee
Chairman of theCompensation CommitteeMar. 2008
Jan. 2010
Jan. 2015
Jan. 2018
Jun. 2018
Mar. 2020
Apr. 2020
Apr. 2021

Outside Director,
Independent Director
Reappointment
Number of years in office:5 years(Sep. 18, 1954)

Joined Asahi Glass Co., Ltd. (currently, AGC Inc.) (“AGC”)
Executive Officer and GM of Kansai Plant of AGC
Senior Executive Officer and GM of Electronics & Energy General
Division of AGC
Representative Director and President & COO of AGC
Representative Director and President & CEO of AGC
Representative Director & Chairman of AGC
Director & Chairman of AGC
Outside Director of the Company (Current)
Director of AGC
President of the National Institute of Advanced Industrial Science andTechnology
President and CEO of the National Institute of Advanced Industrial
Science and Technology (Current)(Significant concurrent positions)
President and CEO of the National Institute of Advanced Industrial Science andTechnology
Outside Director of Ricoh Company, Ltd(Reasons for designation as an outside director nominee and expected role)
Mr. Ishimura has extensive experience with respect to corporate management, andincluding the holding in the past of positions such as Representative Director andPresident and CEO, and Chairman of the Board of AGC. Further, including by currently
Attendance at Meetings of serving as President and CEO of the National Institute of Advanced Industrial Science
the Nomination Committee: and Technology, such achievements and related insights have been evaluated highly bothwithin and outside of the Company.
8/8
The Company has designated him as an outside director nominee with the expectation
Attendance at Meetings of that he will continue to apply his extensive experience and high level of independence toperform a full role as an outside director in determining important managerial matters andthe Compensation
overseeing the business execution of the Company.
Committee:
If his reappointment is approved, he is slated to continue serving as a member of the
7/7
Nomination Committee (Chairman) and a member of the Compensation Committee(Chairman) after this Annual General Meeting of Shareholders.
Number of shares held:
0 shares of common stock
Attendance at Meetings ofthe Board of Directors:
11/11- 13 -

7.

Laura Simone Unger
Jan. 1988
Oct. 1990

Chairperson of theBoard Risk Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:5 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 (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
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(Reasons for designation as an outside director nominee and expected role)
Ms. Unger is well-versed in finance-related legal systems/regulations, and including theholding in the past of positions such as a Commissioner and Acting Chairperson of theSEC, etc., 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 expectation that
she will continue to apply her extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If her reappointment is approved, she is slated to continue serving as a member of theBoard Risk Committee (Chairperson) after this Annual General Meeting of Shareholders.

*American Depositary Receipts- 14 -

8.

Victor Chu(Jun. 20, 1957)

Dec. 1982
Jan. 1988
Oct. 1988
Jun. 1992

Member of the Audit
Committee
Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment

Aug. 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
Non-Executive Director of Grand Harbour Marina PLC
Chair of Council, University College London
Co-Chair, International Business Council of the World Economic Forum
Independent Director of Airbus SE

Number of years in office:2 years(Reasons for designation as an outside director nominee and expected role)
Mr. Chu has extensive experience with respect to corporate management and the financeindustry, and further, has a high degree of expertise with regard to legal, regulatory and
Attendance at Meetings of corporate governance. He established First Eastern Investment Group, an international
the Board of Directors:
investment company, and has served as its Chairman and CEO for many years. His past
10/11
positions included key positions in Hong Kong financial circles such as the Hong Kong
Stock Exchange and Securities and Futures Commission, Hong Kong. Such achievements
Attendance at Meetings of and related insights have been evaluated highly both within and outside of the Company.
the Audit Committee:
The Company has designated him as an outside director nominee with the expectation
10/10
that he will continue to apply his extensive experience and high degree of expertise and(Mr. Chu attended all meetings of
independence to perform a full role as an outside director in determining important
the Audit Committee that were held managerial matters and overseeing the business execution of the Company.
after the appointment as a member
If his reappointment is approved, he is slated to continue serving as a member of the Auditof the Audit Committee.)Committee and a member of the Board Risk Committee after this Annual General
Meeting of Shareholders.
Attendance at the Board
Risk Committee:
4/5
Number of shares held:
0 shares of common stock- 15 -

9.

J. Christopher Giancarlo

Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:2 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 (Current)
Senior Counsel of Willkie Farr & Gallagher LLP (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
Senior Counsel of Willkie Farr & Gallagher LLP
Independent Director of the American Financial Exchange
Principal of Digital Dollar Project
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 is well-versed in finance-related legal systems/regulations and advanced
technologies such as blockchain, and including the holding in the past of positions suchas Executive Vice President of GFI Group Inc., a U.S. securities brokerage company, andChairman of the U.S. Commodity Futures Trading Commission, such achievements andrelated insights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply his extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of theBoard Risk Committee after this Annual General Meeting of Shareholders.

- 16 -

10. Patricia Mosser(Feb. 14, 1956)

Jul. 1986
Jan. 1991
Nov. 2006

Jan. 2007
Member of the Board Risk
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:2 years

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

Attendance at Meetings ofthe Board of Directors:
10/11
Attendance at the Board
Risk Committee:
4/5
Number of shares held:(100 ADRs (*))

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 has many years of experience as an economist and central banker. In addition
to her current position of Senior Research Scholar and Director of Central Banking at
Columbia’s School of International and Public Affairs, she has held past positions such as
Deputy Director of the Office of Financial Research at U.S. Treasury Department andSenior Vice President of the FRBNY. 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 expectation that
she will continue to apply her extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If her reappointment is approved, she is slated to continue serving as a member of theBoard Risk Committee after this Annual General Meeting of Shareholders.

*American Depositary Receipts- 17 -

11. Takahisa Takahara(Jul. 12, 1961)

Apr. 1991
Jun. 1995
Apr. 1996
Jun. 1997
Apr. 1998
Member of theNomination Committee

Oct. 2000

Member of theCompensation Committee

Jun. 2001
Jun. 2004

Outside Director,
Independent Director
Reappointment

Jun. 2021

Number of years in office:2 years

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 Divisionof 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 (to be appointed)(Reasons for designation as an outside director nominee and expected role)
Mr. Takahara has extensive experience with respect to corporate management, andAttendance at Meetings ofcurrently holds the position of Representative Director, President & CEO of Unicharm
the Board of Directors:
Corporation, such achievements and related insights have been evaluated highly both
11/11
within and outside of the Company.
The Company has designated him as an outside director nominee with the expectation
Attendance at Meetings ofthat he will continue to apply his extensive experience and high level of independence to
the Nomination Committee:
perform a full role as an outside director in determining important managerial matters and8/8
overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the
Attendance at Meetings ofNomination Committee and a member of the Compensation Committee after this Annual
the Compensation
General Meeting of Shareholders.
Committee:
7/7
Number of shares held:
881 shares of common stock- 18 -

12. Miyuki Ishiguro(Oct. 26, 1964)

Apr. 1991
Jan. 1999
Jan. 2000
Oct. 2004
May 2015
Feb. 2016
Outside Director,
Independent Director
New Appointment
Number of shares held:
0 shares of common stock

Apr. 2016
Apr. 2018
Apr. 2019
Mar. 2020

Registered as an Attorney-at-Law and Joined Tsunematsu Yanase &Sekine (currently Nagashima Ohno & Tsunematsu)
Partner of Tsunematsu Yanase & Sekine
Partner of Nagashima Ohno & Tsunematsu(Current)
Visiting Professor, Columbia Law School
Secretary General of the Inter-Pacific Bar Association (IPBA)
Council Member of the Radio Regulatory Council (Ministry of Internal
Affairs and Communications)Council Member of the Management Council of Hitotsubashi University
Vice President of the Tokyo Bar Association
Vice President of the Inter-Pacific Bar Association (IPBA)
President-Elect of the Inter-Pacific Bar Association (IPBA) (Current)(Significant concurrent positions)

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.
(Reasons for designation as an outside director nominee and expected role)
Ms. Ishiguro, from her many years of experience as an attorney, is well-versed in legal
systems/regulations in areas such as finance and capital markets, and including thepositions that she currently holds such as Partner of Nagashima Ohno & Tsunematsu andPresident Elect of the Inter-Pacific Bar Association (IPBA), which is an international
association of business and commercial lawyers, 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 expectation that
she will apply her extensive experience and high degree of expertise and independence toperform a full role as an outside director in determining important managerial matters andoverseeing the business execution of the Company.
If her appointment is approved, she is slated to serve as a member of the Board 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 2022
was less than 1% of Nagashima Ohno & Tsunematsu 's sales.

- 19 -

13. Masahiro Ishizuka(Apr. 21, 1960)

Oct. 1984
Apr. 1988
Jun. 1997
Jan. 1998
Oct. 2007
Outside Director,
Independent Director
New Appointment

Oct. 2010

Number of shares held:
0 shares of common stock

Nov. 2015
Jun. 2017

Oct. 2010

Jun. 2022

Joined Deloitte Haskins and Sells International (*)
Registered as a Certified Public Accountant
Partner of Tohmatsu & Co. (*) (resignation scheduled for the end of May
2023)
Deloitte & Touche LLP based in New York
Head of Audit and Technology Dept. of Business Administrative Division,of Tohmatsu & Co. (*)
Head of Office of Manual, of Quality Administrative Division, of Deloitte
Touche Tohmatsu LLC
Vice Chairman of the Audit Standards Committee of the Japanese Instituteof Certified Public Accountants
The Board Member of Deloitte Tohmatsu LLC
Executive Officer, General Manager of the Reputation Quality Risk
Management Division of Deloitte Tohmatsu LLC and Deloitte Touche
Tohmatsu LLC
Ethics Officer of Deloitte Tohmatsu Group (resignation scheduled for theend of May 2023)(Significant concurrent positions)
None(Reasons for designation as an outside director nominee and expected role)
Mr. Ishizuka is well-versed in international accounting systems from his many years ofexperience as a Certified Public Accountant, and has a high degree of expertise withregard to international accounting systems corresponding to a Sarbanes-Oxley Act of2002 financial expert. Further, including the holding in the past of 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, such 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 apply his extensive experience and high degree of expertise and independence
to perform a full role as an outside director in determining important managerial mattersand overseeing the business execution of the Company.
If his appointment is approved, he is slated to serve as a member of the Audit Committee
after this Annual General Meeting of Shareholders.
(Supplementary note regarding independence)
He serves as a partner of Deloitte Touche Tohmatsu LLC and as an Ethics Officer ofDeloitte Tohmatsu Group (resignation from both positions scheduled for the end of May2023). The amount of transactions between the group including Deloitte Touche
Tohmatsu LLC and the Company in fiscal 2022 was less than 1% of the group's sales.
*Each of the corporations is currently Deloitte Touche Tohmatsu LLC- 20 -

(Notes)
1. In October 2001, the Company reorganized and became a holding company, changed the company name from, “The
Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.” and Nomura Securities Co., Ltd., the subsidiary newly
established by the company divestiture, succeeded the securities company operations. With regard to biographicalinformation based on the Company prior to October 2001, the references are to positions and responsibilities at The
Nomura Securities Co., Ltd.
2. Since June 2003, the Company has put in place three committees (the nomination, audit, and compensation committees)
and adopted a corporate governance structure that separates management’s oversight functions from business executionfunctions (Company with Three Board Committees). As the execution of the business of the Company, which is aCompany with Three Board Committees, is performed by executive officers, directors who do not concurrently serveas executive officers (non-executive directors) do not perform such a function and perform mainly an oversight function.
3. There are no particular conflicts of interest between the Company and each of the thirteen nominees.
4. 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, Mr.
Noriaki Shimazaki, Mr. Kazuhiko Ishimura, Ms. Laura Simone Unger, Mr. Victor Chu, Mr. J. Christopher Giancarlo,
Ms. Patricia Mosser. and Mr. Takahisa Takahara. Liability under each such agreement is limited to either 20 million yenor the amount prescribed by laws and regulations, whichever is greater. If each nominee is reappointed at this Annual
General Meeting of Shareholders, the Company is planning to maintain the limitation of liability agreements statedabove with each of them. Further, if the director nominees Ms. Miyuki Ishiguro and Mr.Masahiro Ishizuka are appointed
as directors, the Company is planning to enter into the limitation of liability agreements stated above with both of them
5. The outside director nominee Mr. Kazuhiko Ishimura had concurrently served as an outside director of IHI Corporation(“IHI”) until June 2022). IHI, regarding its civil aero engine maintenance business, received an order in accordancewith the Aircraft Manufacturing Industry Act in March 2019 to carry out repairs in accordance with the repair methods
approved by the Ministry of Economy, Trade and Industry, and received a business improvement order in accordancewith the Civil Aeronautics Act from the Ministry of Land, Infrastructure, Transport and Tourism in April 2019.
Mr. Kazuhiko Ishimura, although he was not recognizing this until such facts have been identified, he had been carryingout activities such as making recommendations standing from the perspective of compliance with laws and regulations
on a regular basis, and further, after such facts have been identified, he had been engaged in activities such as requesting
investigation of the facts and implementation of appropriate recurrence prevention measures at meetings of the boardof directors of IHI, and the duties as outside director were performed.
6. The outside director nominee Mr. Noriaki Shimazaki, concurrently serves as director of Nomura Securities Co., Ltd., asubsidiary of the Company. Nomura Securities Co., Ltd., received a business improvement order from the Financial
Services Agency in May 2019, after Nomura Securities Co., Ltd. was found to have improperly handled information
relating to the listing and delisting criteria for the upper market, which was under review by the Tokyo Stock Exchange,
Inc. In response to this incident, Nomura Securities Co., Ltd. have reviewed the organizational structure of the equity
business within the Wholesale division, and developed a system to strictly control non-public information that could
have a material impact on investment decisions. In December 2019, Nomura Group established the “Nomura Group
Code of Conduct” as guidelines for action to be taken in order to increase awareness of the importance of responding
to the role expected from the society as a financial services group. At the same time, Nomura Group has developed aninternal management system to promote appropriate actions (Conduct) based on the Code of Conduct.
Mr. Noriaki Shimazaki, although he was not aware of this fact until the occurrence of the incident as described above,
made remarks from the viewpoint of legal compliance at the Board of Directors meetings of Nomura Securities Co.,
Ltd. and other meetings, and after the occurrence of the incident, as the chairman of the Audit and Supervisory
Committee, he made various proposals regarding the establishment of improvement measures, measures for theirimplementation, and measures to keep them firmly established and functioning effectively.
7. The Company has entered into directors and officers liability insurance contracts set forth in Paragraph 1, Article 4303 of the Companies Act with insurance companies, which include the ten 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 anomission) carried out on the basis of the position, such as director or officer, held by the insured person at 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 ofindividuals such as directors/officers. In addition, if the three director nominees for new appointment are approved,
these nominees will be included as insured persons under such insurance contracts.
At the time of contract renewal during the term of office, such insurance contracts are scheduled to be renewed withsimilar content.

End.

- 21 -

[English Translation]

Report for the 119th Fiscal Year
From April 1, 2022 to March 31, 2023

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 the following
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 to clients
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 and proper
corporate behavior to carry out compliance and conduct risk management in daily business
operations. Each company of Nomura Group shall respect customers’ interests and comply
with applicable laws and regulations relating to the business.
(4) Nomura Group seeks to ensure effective management oversight and increase managementtransparency.
(5) Nomura Group will contribute to expanding securities markets through daily business andcontinuously engage in educational activities regarding investment in order to broaden
participation in the securities market.
We have established the following management vision based on the management goals.
②Management 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.
(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 businessexecution structure by enhancing professional skills, while strengthening global linkages among these businessdivisions, and fully demonstrating Nomura Group’s comprehensive capabilities.

- 22 -

2. Progress and Results of the Nomura Group’s Business Activities(1) Summary
In the fiscal year ended March 31, 2023, inflation accelerated worldwide. Contributing factors included a sharp
increase in commodity prices sparked by armed conflict breaking out in Ukraine, as well as supply constraints,
including semiconductor shortages, arising as Western economies reopened after emerging from pandemic
conditions. The major central banks of the world, including the U.S. Federal Reserve Board (U.S. Fed), swiftly
tightened monetary policy to address this accelerated and increasingly protracted inflation. Government bond yields
rose in major developed economies on expectations for further inflation and monetary tightening measures. In
addition, stock markets in major developed economies underwent corrections as the steep rise in market interest rates
depressed valuations and as concerns grew that monetary policy tightening would blunt economic growth.
In the second half of the fiscal year, inflation showed signs of leveling off in the major developed economies, andexpectations for the U.S. Fed to end its rate hikes led to a rally in stock markets. In response to the Chinese government’s
decision at the end of 2022 to end its strict zero-COVID policy, expectations rose for improvement in global economic
growth supported by China’s reopening.

Inflation in Japan rose on the back of higher inflation overseas. As rising interest rates overseas also put upward
pressure on Japanese government bond yields, concerns mounted that the Bank of Japan would become unable tomaintain its yield curve control policy, under which it sets a target level and a tolerable fluctuation range for 10-year
Japanese government bond yields. In December 2022, the Bank of Japan widened the range at which yields on 10year JGBs are allowed to fluctuate, from +/-0.25ppt to +/-0.50ppt. Some market participants interpreted this moveas signaling further policy changes. In the Japanese government bond market, yields continued to be subject to
upward pressure, fueled by expectations for Bank of Japan policy changes amid persistent speculation that policy
revisions would be enacted after the new Bank of Japan governor took charge in April 2023. The disparities between
inflation in Japan and abroad, and the divergence in monetary policy that reflects these conditions, led to significant
depreciation of the yen versus other currencies, with the dollar-yen rate briefly exceeding 151 yen in October 2022.
We faced volatile markets driven by the increased uncertainty of global economy due to heightened geopoliticalrisks, inflation and central bank monetary policy tightening. Amid this environment, we focused on developing newareas of business, bolstering our existing businesses and better positioning ourselves to meet the individual needs ofour clients.
We posted net revenue of 1,335.6 billion yen for the year ended March 31, 2023, a 2.1% decrease from the previous
fiscal year. Non-interest expenses increased by 4.3% to 1,186.1 billion yen, income before income taxes was 149.5
billion yen, and net income attributable to the shareholders of Nomura Holdings, Inc. was 92.8 billion yen. Returnon equity was 3.1%. EPS(1) for the year ended March 31, 2023 was 29.74 yen a decrease from 45.23 yen for the year
ended March 31, 2022. We have decided to pay a dividend of 12 yen per share to shareholders of record as of March
31, 2023. As a result, the total annual dividend will be 17 yen per share. Nomura recognized income of 28.0 billion
yen from the sale of a part of its shares held in Nomura Research Institute, Ltd.
(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, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue ..............................................................................

1,401.9

1,363.9

1,335.6(2.1)

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

1,171.2

1,137.3

1,186.1

4.3

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

230.7

226.6

149.5

(34.0)

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

70.3

80.1

57.8

(27.8)Net income ...............................................................................

160.4

146.5

91.7

(37.4)

7.3

3.5

(1.1)

－

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

153.1

143.0

92.8

(35.1)

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

5.7%

5.1%

3.1%

－

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

- 23 -

(2) Segment Information
We report our operations and business results by reporting segment that corresponds to the following threedivisions: Retail, Investment Management and Wholesale.
Business Segment Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue ..............................................................................

1,390.3

1,358.3

1,365.8

0.6

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

1,171.2

1,137.3

1,186.1

4.3

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

219.1

221.0

179.7

(18.7)

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, 2023 was 1,365.8 billion yen, an increase of
0.6% from the previous year. Non-interest expenses for the fiscal year ended March 31, 2023 increased by 4.3%
from the previous year to 1,186.1 billion yen. Income before income taxes was 179.7 billion yen for the fiscal year
ended March 31, 2023, a decrease of 18.7% from previous year.

- 24 -

Operating Results of RetailBillions of yen% Change

For the year ended(B-A)/(A)March 31, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue .............................................................................

368.8

328.0

300.2

(8.5)

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

276.5

268.7

266.7

(0.8)

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

92.3

59.2

33.5

(43.5)

In our Retail Division, net revenue for the year ended March 31, 2023 decreased by 8.5% from the previous fiscal
year to 300.2 billion yen, and non-interest expenses decreased by 0.8% to 266.7 billion yen. As a result, income
before income taxes decreased by 43.5% to 33.5 billion yen.
Based on the basic concept of “Enriching clients by responding to their asset concerns”, our Retail Division has
been working on shifting to asset consulting business in close cooperation with each client with the aim of becoming“the most trusted partner”. Flow revenue was weak during the fiscal year, as the market environment remained
uncertain and sales of stocks and investment trusts remained at a low level. However, but our initiatives to expand
our recurring revenue assets is making progress by consulting on the entire assets of our clients. In addition, we areaiming to build a sustainable client base and expand our business over the medium to long term by achieving contact
points through workplace financial services, and we have been able to successfully increase the number of clients
we provide services to, including the working generation. Going forward, we will strengthen our initiatives in eachchannel, and in addition to asset management, we will strive to enhance our products and services to provide
solutions for a variety of client issues, such as real estate and inheritance.
Operating Results of Investment Management
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue ..............................................................................
Non-interest expenses ..............................................................

163.2
72.1

148.0
76.5

128.6
85.1

(13.1)
11.2

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

91.0

71.5

43.5

(39.2)- 25 -

Net revenue decreased by 13.1% from the previous fiscal year to 128.6 billion yen. Non-interest expenses
increased by 11.2% to 85.1 billion yen. As a result, income before income taxes decreased by 39.2% to 43.5 billion
yen.
The Investment Management Division has been engaged in the broad asset management business while expanding
its product lineup and improving its services to meet the diversifying investment needs of clients. Although thebalance of assets under management decreased slightly overall, business revenues remained at the same level as theprevious year, due in part to an improvement in the revenues from aircraft leasing company Nomura Babcock &Brown. On the other hand, investment profit/loss decreased from the previous fiscal year due to a decrease in gains
and losses related to American Century Investments and gains on valuation and sales of investee companies of
Nomura Capital Partners. During the fiscal year under review, as part of our expansion into the private sector, weestablished Nomura Real Asset Investment Co., Ltd., which invests in real estate and infrastructure, in a joint venturewith Nomura Real Estate Holdings, Inc. We also acquired shares in New Forests Pty Limited, one of the world's
leading forestry asset management companies. In addition, we established Nomura Private Capital LLC to launch aprivate asset management business in the United States.
Operating Results of Wholesale
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue ..............................................................................
Non-interest expenses ..............................................................

691.4
627.1

703.1
628.6

772.4
743.0

9.9
18.2

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

64.3

74.5

29.4

(60.6)The Wholesale Division consists of two businesses, Global Markets which is engaged in the trading, sales andstructuring of financial products, and Investment Banking which is engaged in financing and advisory businesses.
Net revenue increased by 9.9% from the previous fiscal year to 772.4 billion yen. Non-interest expenses increased
by 18.2% to 743.0 billion yen from previous year. As a result, income before income taxes decreased by 60.6% to29.4 billion yen.

- 26 -

Global Markets
We continued to reinforce our core strengths across regions, enhanced risk control and governance and focusedon providing uninterrupted service and liquidity to our clients, as they rebalanced and hedged their portfolio in thehighly volatile and uncertain markets which experienced a ‘paradigm shift’. We delivered resilient performance,
deepened engagement with clients across flow as well as structured financing and solutions business.
Investment Banking
Client activity was lower than the previous fiscal year due to increased caution among clients in light ofgeopolitical risks and uncertainty in the market environment surrounding monetary policy. As a result, earnings
declined for the full year due to a decline in M&A, and particularly in Equity Capital Markets and ALF. However,the business continued to engage closely with clients and enhanced Equity Private Placements and Private Financing
opportunities along with Solutions business to effectively help clients in hedging and managing risk.
Other
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2021

March 31, 2022 (A)March 31, 2023 (B)Net revenue ..............................................................................
Non-interest expenses ..............................................................

167.0
195.5

179.2
163.5

164.7
91.3

(8.1)
(44.1)

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

(28.5)

15.8

73.4

365.8

Net revenue was 164.7 billion yen including income of 28.0 billion yen from the sale of a part of our shares held
in Nomura Research Institute, Ltd. Income before income taxes was 73.4 billion yen.

- 27 -

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 main group
entities that borrow externally, issue debt instruments and engage in other funding activities. By raising funds tomatch 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.
4. Results of Operations and Assets(in billions of yen except per share data in yen)
116th Fiscal Year
Period (April 1, 2019 toMarch 31, 2020)

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

117th Fiscal Year
(April 1, 2020 toMarch 31, 2021)

118th Fiscal Year
(April 1, 2021 toMarch 31, 2022)

119th Fiscal Year
(April 1, 2022 toMarch 31, 2023)

1,952.5

1,617.2

1,594.0

2,486.7

Net revenue ...............................................................
Income before income taxes ..................................

1,287.8
248.3

1,401.9
230.7

1,363.9226.6

1,335.6
149.5

Net income attributable to NHI shareholders..........
Basic-Net income attributable to

217.0

153.1

143.0

92.8

67.76

50.11

46.68

30.86

NHI shareholders per share .......................................
Diluted-Net income attributable to
NHI shareholders per share .......................................
Total assets ................................................................

66.20

48.63

45.23

29.74

43,999.8

42,516.5

43,412.2

47,771.8

Total NHI shareholders’ equity ................................

2,653.5

2,694.9

2,914.6

3,148.6────────(Note)
Stated in accordance with accounting principles generally accepted in the U.S.

- 28 -

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 throughimproved 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 to clients.
(1) Medium-to Long-term Priority Issues
Our vision is to take 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. Nomura are committed to strengthening the provisionof bespoke services and solutions made just for each client, through various strategy related to a three-pronged
approach: expansion of client base, expansion of products and services, and delivery utilizing digital technology.
Based on this strategy, for instance, we are starting to see results from the following efforts.
For more information on the strategies in each division, please refer to the challenges and strategies in eachdivision.

- 29 -

・ Shifting to asset consulting businessWe are shifting to an asset consulting business for domestic individual customers. We provide asset
consulting services that we believe provide preferable medium-to long-term solutions for our clients. We
support clients in increasing their assets, and we aim to increase the fee income we receive as a result by
increasing assets under custody. The steady increase in income from stock assets such as investment trusts,
for which fees such as management and administration expenses are charged for assets under management,
contributes to more stable revenue stream for us. In order to address the diversifying needs of our clientsand provide personalized, private services, we reallocated our Sales Partners according to the attributes ofour clients, strengthening our segment approach. In addition, we aim to expand our customer base bystrengthening business for salaried employees, and expanding our business through alliances with regional
financial institutions.
・ Strengthening Investment Management Division
We established our Investment Management Division, in April 2021, aiming to meet our clients’ diverse
needs, as part of our management strategy: Expanding our scope of business from public to private. Thisdivision aims not only to expand and strengthen traditional investment products but also to provide
investment opportunities into private section such as alternative assets. Since the establishment of thedivision, we have expanded our investment opportunities in the private sector, including an investment
corporation investing in unlisted stocks, an equity acquisition fund for business succession (Search Fund),a private real estate fund in Japan, and a private credit fund and forestry funds overseas. We have alsoestablished a publicly offered investment trust that invests in unlisted REITs (Real Estate Investment
Trusts) in the U.S., which is also invested by individual investors in Japan. We believe that Nomura's
mission is to challenge a wide range of private asset areas and to create an environment in which investors
can easily invest.
・ Stabilizing and growing Wholesale businessIn our Wholesale Division, we are diversifying our revenue sources while maintaining a high market sharein core products. In addition, we will continue to provide liquidity and solutions to customers. Capitallight origination business, including M&A advisory, grow global business centered on Americas.
Especially, in the U.S., we acquired Greentech Capital, LLC, a firm with a solid presence in sustainable
technology and infrastructure, and launched Nomura Greentech in April 2020. We will seamlessly provide
financial and other solutions to our global customer base. In addition, regarding solutions business that isless suspectable to changes in market environment, we build up experience in structured finance including
infrastructure finance.
・ Strengthen Digital Financial Services
Our digital transformation efforts are directly linked to our competitiveness with other financial institutionsin the future, and we will continue to promote a wide range of initiatives based on our strategy in order toprovide highly convenient services to our clients and respond to diversifying needs. We also believe thatour people are the source of the added value created by the Nomura Group even in a world of increasing
where digitization and digitalization are advanced. We will continue to strengthen the development of ourhuman resources with the qualities required for the upcoming era, such as consulting capabilities that makefull use of both face-to-face and virtual communications. In addition, we established “Digital Company”
in April 2022, aiming to strengthen collaboration in the digital domain across group entities, including in
our international operations, while also bolstering initiatives in focus areas. Our efforts to promote
digitalization are as follows.

- 30 -

[Streamline and enhance internal operations]
We are working to focus on high value-added analysis and advisory services by promoting the automationand efficiency of internal operations. We also aim to provide services through highly satisfactorycommunication methods by improving existing services. In addition, we have launched an internal Digital
IQ program to support digital e-learning with the aim of lifting the base-level knowledge of digital
initiatives across the Group.
[Digitalization of client touchpoints]
Our Retail Division utilizes “Remote Consulting” which is an original system supporting sales
representatives. By expanding utilization of OneStock which is an asset management smartphone
application, FINTOS! which is an investment information application etc. we will develop a platform todeliver services for young people and the working generations, who we have not provided with many
products and services.
[Participation in Digital Asset Business]
We are also working to create businesses in new areas. In September 2022, we established Laser Digital
Holdings AG, a new entity in digital assets business, incorporated in Switzerland. The company will focus
on three core areas: Secondary Trading, Venture Capital and Investor Products and will announce newservices and product lines as it moves ahead with the staged launch of the business.
・ Initiatives for Sustainability
We consider sustainability to be a business activity, and based on our corporate philosophy of "We help
to enrich society through our expertise in capital markets", have integrated sustainability into ourmanagement strategy. Nomura Group has established the Sustainability Committee chaired by the GroupCEO and also consists of other persons designated by the Group CEO that includes the persons who makeup the Executive Management Board as a forum to deliberate and make decisions on strategies to promotesustainability. The Chief Sustainability Officer leads discussions in the Sustainability Committee toconsolidate the company’s sustainability knowledge and accelerate the formulation and promotion ofstrategies.
Sustainability promotion in Nomura has value in two ways. One is to support the sustainability efforts ofour clients and various stakeholders. The second is to promote the sustainability efforts in our own
operations.
[Supporting the Sustainability Efforts of Our Clients and Stakeholders through Business Activities]
Our core role as a financial services group is to support customers through the flow of funds and capital.
We believe it is important to strengthen our functions to promote the sustainable circulation of capital byunderwriting green bonds and social bonds issued by companies and financial institutions, providing
strategic advisory services such as M&A advisory, and by developing ESG-related funds as investments
and providing them to individual investors. In addition, we will take advantage of the Group’s
comprehensive strengths in providing solutions to social issues by leveraging the functions we havecultivated over many years, including support for business succession, promoting innovation in the fieldsof regional revitalization, agriculture and medical care, and our expertise and knowledge in the field of
research and analysis.
Nomura has been providing financial education programs for people of all ages, ranging from children to
adults for more than 20 years, dating back to the 1990s. In April 2022, Nomura established the Financial
Well-being Dept. in order to strengthen our financial education capabilities. We will continue to strengthen
initiatives to improve the financial literacy of society as a whole.

- 31 -

[Our Company’s Own Efforts to Continue Being a Sustainable Corporate Group]
Nomura commits to achieve net zero greenhouse gas (“GHG”) emissions for its own operations by 2030,
and to transition attributable GHG emissions from its lending and investment portfolios to align withpathways achieving net zero by 2050. To materialize this efforts, Nomura has joined the Net-Zero Banking
Alliance (“NZBA”) in 2021. Nomura Group participates in and endorses a lot of initiatives besides NZBA
to further promote the realization of a sustainable environment and society in cooperation withstakeholders regarding how we will address social issues. We will also pursue diverse initiatives indiversity, equity and inclusion that are indispensable for generating flexible thinking as a part of promoting
sustainability initiatives.

- 32 -

(2) Issues in Each Division
The challenges and strategies in each division are as follows:
・ Retail Division
Based on the basic concept of “Enriching clients by responding to their concerns about assets”, our Retail
Division aims to become a financial institution fulfilling the needs of many people. We will continue
working on improving the skills of our partners (sales representatives), and enhance our wide range of
products and services in order to accurately respond to diversifying clients’ asset issues such as inheritanceor anxiety about lack of funds after retirement. In addition, we will enhance online services and remoteconsulting service through contact centers.
・ Investment Management Division
Our Investment Management Division is responsible for providing products and services that meet thediversifying investment needs of our clients in the broad asset management business. By combining our
expertise in traditional assets such as stocks and bonds with offerings in alternative assets such as private
equity, we are able to add value and offer advanced services and solutions to meet the diverse needs of ourclients. In the public market business, we aim to improve investment performance, expand investment
strategies with robust investment capabilities, and enhance the provision of investment solutions. In theprivate market business, we are scaling up our asset management business, expanding into real asset
management, including real estate and infrastructure, and fully realizing our private asset management
capabilities in the global market. Amid continued downward pressure on management fees, we are
pursuing higher value-added businesses and appropriate cost controls, while expanding investments ingrowth areas, particularly in the private market area.
・ 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 added value to clients, we will continue to enhance collaboration
across business lines, regions and divisions while ensuring tight risk control. We will continue to further
diversify our business portfolio through targeted growth in both existing and new businesses as well as
deploy financial resources to selective, high growth opportunities.
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 to leverage our global platform and client franchise, pursue growth opportunities such as
structured financing and solution business, international wealth management business as well as Global
Equities, and continue to build 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. While we expand our global
advisory business, we will focus on broadening ESG related businesses with initiatives such as further
utilization of Nomura Greentech’s expertise and enhancement of our sustainable finance platform.

- 33 -

・ 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 Codeof Conduct” as guidelines for actions to be taken, and through associated trainings and other measures, 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 the lessons learned frompast 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.
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 and othermajor 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 threedivisions consisting of Retail, Investment Management and Wholesale.
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 and privately
placed bonds, in addition to products in public markets such as listed stocks and corporate bonds that we have been
providing so far.

- 34 -

7. Organizational Structure(1) Principal place of business in JapanThe Company: Head office (Tokyo)
Nomura Securities Co., Ltd. (Head office and local branches — 116 locations in total): Tokyo (Head office and local
branches — 19 locations in total), Kanto area excluding Tokyo (27 branches), Hokkaido area (5 branches), Tohoku
area (9 branches), Hokuriku area (4 branches), Chubu area (14 branches), Kinki area (17 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

26,775190 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.
(4) Status of Significant Subsidiaries
Name

Capital(in millions)

Location

Percentage of
Voting Rights

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

Tokyo, JapanTokyo, Japan¥¥

10,00017,180100%
100%

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

Tokyo, JapanTokyo, Japan¥¥

50,000
480

100%
100%

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

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

¥
¥
US$
US$
US$
US$
US$
US$
¥
S$

176,77510
7,557.25
1,300.00
1,813.49
1,352.44
3,391.32
3,241.22
187,811239.00

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, 2023 was
1,432. The total number of entities accounted for under the equity method of accounting such as Nomura ResearchInstitute, Ltd. and Nomura Real Estate Holdings, Inc. was 14 as of March 31, 2023.

- 35 -

8. Major Lenders
LenderLoan Amount(in millions of yen)Type of Loan

Sumitomo Mitsui Banking Corporation ..................
Mizuho Bank, Ltd. ..................................................

Long-term borrowing
Long-term borrowing

411,995
411,873

MUFG Bank, Ltd. ..................................................
Resona Bank, Limited. ............................................

Long-term borrowing
Long-term borrowing

396,840
53,938SBI Shinsei Bank, Limited ......................................

Long-term borrowing

34,577

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

Long-term borrowing

200,052

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

Long-term borrowing

56,040

The Hachijuni Bank, Ltd. .......................................
The Shizuoka Bank, Ltd. ........................................

Long-term borrowing
Long-term borrowing

51,61535,990

The Bank of Yokohama, Ltd. .................................

Long-term borrowing

35,282The Norinchukin Bank ...........................................

Long-term borrowing

159,846

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

Long-term borrowing

36,598

9. Capital Management Policy
We seek to enhance shareholder value and to capture growing business opportunities by maintaining sufficientlevels of capital. We will continue to review our levels of capital as appropriate, taking into consideration theeconomic risks inherent to operating our businesses, the regulatory requirements, and maintaining our ratingsnecessary to operate businesses globally.
We believe that raising corporate value over the long term and paying dividends is essential to rewarding
shareholders. We will strive to pay dividends using a consolidated pay-out ratio of 30 percent of each semi-annual
consolidated earnings as a key indicator.
Dividend payments will be determined taking into account a comprehensive range of factors such as the tighteningof Basel regulations and other changes to the regulatory environment as well as the company’s consolidated financial
performance.
Starting from FY2023/24, we will strive to pay dividends using a consolidated payout ratio of at least 40 percent
of each semi-annual consolidated earnings as a key indicator.
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 5 yen per share to shareholdersof record as of September 30, 2022 and have decided to pay a dividend of 12 yen per share to shareholders of record
as of March 31, 2023. As a result, the total annual dividend will be 17 yen per share.
The following table sets forth the details of dividends paid for the fiscal year ended March 31, 2023:

Resolution of Board of Directors
November 2, 2022 ..........................................
April 26, 2023.................................................

Record Date
September 30, 2022
March 31, 2023

- 36 -

Total Amount of
Dividends(in millions of yen)
15,00836,049Dividend Per Share
(yen)
5.00
12.00

10. Other Important Matters Related to the Current Situation of the Corporate Group
Nomura participated in a secondary offering at Nomura Research Institute, Ltd. (“NRI”) as a seller and sold
13,000,000 ordinary shares it held at ¥37,528 million on December 5, 2022. NRI remains an equity method affiliate
of Nomura.

- 37 -

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

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

Class 2 Preferred Stock .................................................................
Class 3 Preferred Stock .................................................................

200,000,000
200,000,000

Class 4 Preferred Stock .................................................................

200,000,000

2. Total Number of Issued Shares: Common Stock

3,233,562,601 shares

3. Number of Shareholders:

365,1214. 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) ..............................................................

538,507

17.92

Custody Bank of Japan, Ltd. (Trust Account) .............................................................................
Northern Trust Co. (AVFC)

180,999

6.02

69,6692.31

Re Silchester International Investors International Value Equity Trust ......................................
State Street Bank West Client-Treaty 505234 .............................................................................

51,586

1.71

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

41,664

1.38

JP Morgan Chase Bank 385781 ...................................................................................................
The Bank of New York Mellon as Depositary Bank for DR Holders ........................................

40,03338,182

1.33
1.27

Nomura Group Employee Stock Ownership Association...........................................................
State Street Bank And Trust Company 505001...........................................................................

34,06331,8281.13
1.05

SSBTC Client Omnibus Account.................................................................................................

31,5701.05────────(Notes)1. The Company has 229,510 thousand shares of treasury stock as of March 31, 2023 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.

- 38 -

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

50,016,744 shares

Total Repurchase Amount (in thousands of yen) ....................................................

24,727,656

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

50,000,000 shares
24,719,192

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

35,900,383 shares

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

18,508,813(3) Number of Shares Held in Treasury as of the end of fiscal year
Common Stock ........................................................................................................... 229,510,828 shares

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

169,716

Number of People
9

7. Other Significant Matters concerning Stocks
At the meeting of the Board of Directors held on April 26, 2023, the Company adopted a resolution to
repurchase shares.
(1) Reasons
To raise capital efficiency and ensure a flexible capital management policy, and to deliver shares on exercise ofstock-based compensation.
(2) Type and aggregate number of shares to be repurchased
Common Stock ..............................................................................................35,000,000 shares (upper limit)(3) Total Repurchase Amount ............................................................................. 20 billion yen (upper limit)(4) Period of Repurchase..................................................................... from May 16, 2023 to March 29, 2024
(5) Method of Repurchase .................................................... Purchase on the stock exchange via a trust bankAt the meeting of the Board of Directors held on April 26, 2023, the Company adopted to cancel a part of its
own shares.
(1) Type of shares to be cancelled............................................................... Nomura Holdings common shares(2) Number of shares to be cancelled.....................................................................................70,000,000 shares(3) Scheduled cancellation date .................................................................................................... June 1, 2023

- 39 -

III. Matters Relating to the Company’s Directors and Executive Officers
1. Status of the Directors (as of March 31, 2023)
Name
Koji Nagai

Kentaro Okuda

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. (*1)

Director

Representative Director and President of Nomura Securities

Representative Executive Officer andPresident

Co., Ltd. (*1)

Group CEOTomoyuki Teraguchi

Shoji Ogawa

Director

Representative Director and Deputy President of Nomura

Representative Executive Officer and
Deputy President

Securities Co., Ltd. (*1)

Director
Member of the Audit Committee (full-time)

Corporate Auditor of Nomura Asia Pacific Holdings Co.,
Ltd. (*1)

Member of the Board Risk Committee

Non-Executive Director of Nomura Holding America Inc.
(*1)
Non-Executive Director of Instinet Incorporated (*1)

Kazuhiko Ishimura

Takahisa Takahara

Noriaki Shimazaki

Outside Director
Chairman of the Nomination Committee

President and CEO of the National Institute of Advanced
Industrial Science and Technology

Chairman of the Compensation Committee

Outside Director of Ricoh Company, Ltd.

Outside Director

Representative Director, President & CEO of Unicharm

Member of the Nomination Committee
Member of the Compensation Committee

Corporation
Outside Director of Calbee, Inc. (*2)

Outside Director
Chairman of the Audit Committee

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

Member of the Board Risk Committee
Mari Sono

Outside Director
Member of the Audit Committee

Auditor of WASEDA University

Laura Simone Unger

Outside Director
Chairperson of the Board Risk Committee

Independent Director of Navient Corporation
Independent Director of Nomura Holding America Inc. (*1)
Independent Director of Nomura Securities International,
Inc. (*1)
Independent Director of Nomura Global Financial Products
Inc. (*1)
Independent Director of Instinet Holdings Incorporated (*1)

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- 40 -

J. Christopher Giancarlo Outside Director

Senior Counsel of Willkie Farr & Gallagher LLP

Member of the Board Risk Committee

Independent Director of the American Financial Exchange
Principal of Digital Dollar Project
Independent Director of Nomura Securities International,
Inc. (*1)
Independent Director of Nomura Global Financial Products
Inc. (*1)

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. (*1)

(Notes)
1. Directors Kazuhiko Ishimura, Takahisa Takahara, Noriaki Shimazaki, Mari Sono, Laura Simone Unger, Victor Chu, J. Christopher
Giancarlo and Patricia Mosser are Outside Directors, as provided for in Item 15, Article 2 of the Companies Act, and are also
Independent Directors, as provided for in Article 436-2 of the Tokyo Stock Exchange, Inc.’s Securities Listing Regulations.
2. Director Noriaki Shimazaki, Chairman of the Audit Committee, is a financial expert under the Sarbanes-Oxley Act of 2002 andDirector Mari Sono, a member of the Audit Committee, is a certified public accountant. Each of them has considerable finance andaccounting knowledge.
3. The Company has selected director 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 “*1” are wholly-owned subsidiaries (including indirect ownership) of the Company.
5. Concurrent positions marked with “*2” are positions from which a director has resigned during the period from the fiscal year-end
to the date of this Business Report, or positions from which a director is scheduled to resign as of the date of this Business Report.
6. There are no special relationships between the Company and companies in which Outside Directors concurrently serve (except for
those companies marked with “*1”).
7. The Company has entered into agreements to limit liability for damages set forth in Paragraph 1, Article 423 of the Companies Act
with directors Shoji Ogawa, Kazuhiko Ishimura, Takahisa Takahara, Noriaki Shimazaki, Mari Sono, Laura Simone Unger, Victor
Chu, J. Christopher Giancarlo and Patricia Mosser. Liability under each such agreement is limited to either 20 million yen or theamount prescribed by laws and regulations, whichever is greater.
8. As of April 1, 2023, director Tomoyuki Teraguchi assumed Director and Vice Chairman of Nomura Securities Co., Ltd.

- 41 -

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

Status of Main Activities

Kazuhiko Ishimura

Attended all 11 meetings of the Board of Directors, all 8 meetings of the Nomination Committee, and all 7
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.

Takahisa Takahara

Attended all 11 meetings of the Board of Directors, all 8 meetings of the Nomination Committee, and all 7
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.

Noriaki Shimazaki

Attended all 11 meetings of the Board of Directors, all 15 meetings of the Audit Committee and all 5 meetingsof the Board Risk Committee held during the fiscal year, and appropriately made statements. In addition, withregard to the expected role as an outside director, utilizing his independence and extensive experience andknowledge 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 such as thedetermination of important matters and supervision of business execution have been carried out.

Mari Sono

Attended all 11 meetings of the Board of Directors and all 15 meetings of the Audit 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 expert
well-versed in corporate accounting, 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.

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 an expert
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 havebeen carried out.

Victor Chu

Attended 10 out of 11 meetings of the Board of Directors and 4 out of 5 meetings of the Board Risk Committee
held during the fiscal year and all 10 meetings of the Audit Committee held after his appointment as a memberof the Audit Committee 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 law, regulations andcorporate governance, at meetings such as meetings of the Board of Directors, activities such as thedetermination 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 an expert wellversed 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 of important matters andsupervision of business execution have been carried out.
Patricia Mosser

Attended 10 out of 11 meetings of the Board of Directors and 4 out of 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 havebeen carried out.

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

- 42 -

3. Status of the Executive Officers (as of March 31, 2023)
Name
Kentaro Okuda

Positions and Responsibilities
Director
Representative Executive Officer

Significant Concurrent Positions
See “1. Status of the Directors”

and PresidentGroup CEOTomoyuki Teraguchi

Director
Representative Executive Officer

See “1. Status of the Directors”

and Deputy President
Toshiyasu Iiyama

Executive Officer
Public Policy and Regulatory

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

Engagement
Head of China Committee andChief Health Officer (CHO)
Takumi Kitamura

Executive Officer
Chief Financial Officer (CFO) andDirector, Executive Vice President of Nomura Securities
Co., Ltd.

Investor Relations

Director of Nomura Asia Pacific Holdings Co., Ltd.

Executive Officer

Director and Senior Corporate Managing Director of

Chief Risk Officer (CRO)(based in New York)

Nomura Securities Co., Ltd.
Director of Nomura Holding America Inc.

Yosuke Inaida

Executive Officer
Chief Compliance Officer (CCO)

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

Toru Otsuka

Executive Officer
Chief Strategy Officer (CSO)

Sotaro Kato

Director of Nomura Asia Pacific Holdings Co., Ltd.
Director and Senior Corporate Managing Director of
Nomura Securities Co., Ltd.
Representative Director of Nomura Asia Pacific Holdings
Co., Ltd.
Christopher Willcox

Executive Officer
Head of Wholesale

Director of Nomura Holding America Inc.

(based in New York)(Notes)
As of October 1, 2022, Christopher Willcox assumed the office of Executive Officer of the Company.
As of March 31, 2023, Tomoyuki Teraguchi resigned from the office of Executive Officer of the Company.
As of April 1, 2023, Yutaka Nakajima assumed the office of Executive Officer of the Company.

(Reference) Executive Officers as of April 1, 2023 are as follows:
Kentaro Okuda

Representative Executive Officer and President, Group CEO

Yutaka Nakajima

Representative Executive Officer and Deputy President

Toshiyasu Iiyama

Executive Officer, Deputy President-and Chief of Staff

Takumi Kitamura

Executive Officer, Chief Financial Officer (CFO) and Investor Relations

Sotaro Kato

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

Yosuke Inaida

Executive Officer, Chief Compliance Officer (CCO)

Toru Otsuka

Executive Officer, Group Secretariat, Strategy and Regulatory Affairs

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- 43 -

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 theCompany, and all insurance premiums of insureds have been entirely borne by the Company. However, there arecertain exclusions applicable to such insurance contracts such as losses caused by a deliberately fraudulent or
dishonest act of individuals such as directors/officers.

- 44 -

5. Compensation paid to Directors and Executive Officers
Millions of yen
Number of People(1)Base Salary (2,3)

Non-monetarycompensation(Deferred
Compensation)(5)Performance-linked
compensation(4)Total

Directors

10

354

80

65

499

(Outside Directors)
Executive Officers

(8)
8

(197)
516

(－)
688

(－)
577

(197)
1,781

Total

18

871

768

641

2,280

(Notes)1. The number of people includes 1 Executive Officer who was appointed in October 2022. There were 10
Directors and 8 Executive Officers as of March 31, 2023. Compensation to Directors who were concurrently
serving as Executive Officers is included in that of Executive Officers.
2. Base Salary of ¥871 million includes other compensation (commuter pass allowance) of ¥252 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. Out of the Yearly Bonus, amounts to be paid in cash after the Fiscal Year close are shown.
5. Deferred compensation (such as RSU and stock options) granted during and prior to the fiscal year ended March
31, 2023 is recognized as expense in the financial statements for the fiscal year ended March 31, 2023.
6. Subsidiaries of the Company paid ¥68 million to Outside Directors as compensation, etc. for their directorship at
those subsidiaries for the fiscal year ended March 31, 2023.
6. Matters relating to Performance-Linked Compensation(1) Yearly Bonus as Performance-Linked Compensation
Among the compensations for the Directors and the Executive Officers which is composed of the Base Salary, theYearly Bonus and the Long-term Incentive Plan, the Company sets the Yearly Bonus as the Performance-Linked
Compensation. In relation to the Yearly Bonus, in principal, half of the amount of the Yearly Bonus of the
Directors and Executive Officers is paid in cash and the remainder amount is paid by Nomura’s shares in multiple
years - installments as Deferred Compensation the following year after the Fiscal Year onwards.
(2) Performance Indicator to be used for calculation of the Yearly Bonus
The Nomura Group elects the Return On Equity (“ROE”), which is set out as the most important performanceindicator for the Nomura Group, as the performance indicator to be used for calculating a basis for determinationof the Yearly Bonuses for the Directors and Executive Officers. The reason of the election of ROE is to alignwith the management vision and the business strategy of the Nomura Group.
(3) Calculation method of the Yearly Bonus<Outline of calculation method>
In calculating the Yearly Bonus for the Directors and the Executive Officers, a different calculation method isapplied depending on the position.
<Specific calculation method by position>• 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 Annual Bonus is calculated based on the level of achievement in actual
value against the target value regarding ROE. In addition, Total Compensation (“TC”) , including the Base
Salary and the Annual Bonus, is determined by considering, as needed, qualitative evaluation 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.
• With respect to the chairman of the Board of Directors, it is treated in the same matter as the Executive
Officers.

- 45 -

<Actual value regarding the performance indicator used for the calculation of the Yearly Bonus >Performance Indicator

Target value

Actual value for the Fiscal Year

ROE

8.0%

3.1%

7. Matters relating to Non-Monetary Compensation(1) Deferred Compensation (equity-linked compensation)
The Company sets half of the amount of the Yearly Bonus of the Directors and Executive Officers. In principle,
equity-linked compensation (Restricted Stock Unit (“RSU”), Notional Stock Unit (“NSU”) ) that falls under
the Non-Monetary Compensation is used for payment of the amount.
(2) Outline of current Deferred Compensation Awards.
The outline of current Deferred Compensation Awards is as follows.
Type of award
RSU awards

NSU awards

Key features• Settled in Nomura’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.
• In principle, it has been granted in May every year.
• Linked to the price of Nomura’s common stock and cash-settled.
• Same as RSU awards, graded vesting period is set as three years in principle.
• Following the introduction of RSU as a principle vehicle in the fiscal year ended
March31, 2018, NSU awards are less commonly used in Nomura.
• Same as RSU awards, in principle, it has been granted in May every year.

As stated above, RSU awards have been introduced as a principle vehicle from the fiscal year ended as of March
31, 2018 and replaced with stock acquisition rights and other awards.
(3) Effect of payment of deferred compensation as equity-related compensation
By providing deferred compensation as equity-linked 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.
* In line with the introduction of RSU, among the equity-linked compensation, as the principal vehicle forDeferred Compensation, in principle, Nomura’s common stock will be paid instead of cash over the threeyear deferral period from the fiscal year following the fiscal year in which the deferred compensation was
granted. Since the number of shares to be paid is determined based on the Nomura’s share price at the timeof grant, the increase in Nomura’s share price will increase the economic value of Deferred Compensation at
the time of vest. Since the increase in share prices reflects the increase in corporate value, alignment ofinterest with that of shareholders, in addition to medium-term incentive effects for the Directors andExecutive Officers, will be achieved.
• Promotion of cross-divisional collaboration and cooperation by providing a common goal of increasing
corporate value over the medium to long term.

- 46 -

(4) Clawback prescribed in Deferred Compensation
Any voluntary resignation, material modification of the financial statements, material breach of Nomura's internal
policies and regulations etc. are subject to forfeiture, reduction or clawback (Conclusion of individual contracts
including "clawback clause").
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 there 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 asfollows.
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 Officersof NHI, on the basis of which it considers and determines the details of individual compensation for Directors andExecutive 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 at a minimum is composed of the Chief Finance Officer
and Chief Risk Management Officer. The HRC considers and determine the above mentioned matters bycooperating with the remuneration committees in each region.
Compensation Policies and Practices
Nomura Group recognizes that its employees are key in contributing to society in line with its mission of “We help
to enrich society through our expertise in capital 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 toensure that Numara Group attracts, retains, motivates and develops talent, the level and structure 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 behaviour 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,- 47 -

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.
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.
In addition, when granting stock-related compensation, in the event of a material revision of Nomura Groupfinancial statements or a material violation of Nomura Group rules and policies, employees' compensation may besubject to suspension, reduction, forfeiture of rights, or for some employees even re-payment (so-called"clawback").
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.
(3) Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.
“Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.” is as follows:
Compensation of Directors and Executive Officers is composed of base salary, cash bonus and long-term
incentive plans.
1) Base Salary• Base salary is determined based on factors such as professional background, career history, responsibilities
and compensation standards of related business fields.
• With respect to Executive Officers, a portion of base salary may be paid in equity-linked awards withappropriate vesting periods to ensure that medium to long-term interests of Executive Officers are closelyaligned with those of shareholders.
2) Annual Bonus
1. Annual bonuses of Directors and Executive Officers are determined by taking into account bothquantitative and qualitative factors. Quantitative factors include performance of the Group and the division.
Qualitative factors include achievement of individual goals and subjective assessment of individual
contribution.
2. In principle, certain portion of annual bonus payment should be deferred.
3. With respect to the Group CEO, given the overall responsibility of business execution of the Nomura
Group, the basic amount of the annual bonus is calculated based on the level of achievement in actual
value(s) against the target value(s) of key performance indicator(s). In addition, qualitative evaluationcompetitor benchmarking is to be reflected when determining final annual bonus amount.
4. With respect to Directors and other Executive Officers, amount of annual bonus is determined with theannual 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.
5. Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure
their independence from business execution.
6.

Mid-term Incentive Plan
In principle, certain portion of annual bonus should be deferred and paid in an equity-linked awards withappropriate vesting periods in lieu of cash to ensure that medium-term interests of Directors and Executive
Officers are closely aligned with those of shareholders.

- 48 -

7.

Clawback
In specific circumstances, unvested bonus may be required to be forfeited. Any voluntary resignation,material modification of Nomura’s financial statements, material breach of Nomura's internal policies andregulations, amongst others, may render such forfeiture. Additionally, in certain jurisdictions, clawback
provisions may apply to already paid and/or vested bonus.

3) Long-term Incentive Plan
1. Long-term incentive plans may be awarded to Directors and Executive Officers, depending on theirindividual responsibilities, performance etc.
2. Payments under long-term incentive plans are made when a certain degree of achievements areaccomplished. Payments are made in equity-linked awards with appropriate vesting periods to ensure that longterm interests of Directors and Executive Officers are closely aligned with those of shareholders.

(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 7 times and has been discussing as follows.

Date
April 26, 2022

Summary of the discussion and the resolution
Resolution: 1.
2.

The annual bonus of the previous fiscal year.

Attendance
recordsof the member
All members
attended

Discussion: 8.

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.
Individual base salary of the Directors andExecutive Officers.
Group CEO Pay levels.

December 6, 2022

Discussion: 9.

Director Pay levels.

Same as above

February 15, 2023

Discussion:

10.

Review of policies governing pay for Directors andExecutive Officers.

Same as above

March 1, 2023

Reporting:

11.

Appointment for outside director as an advisor ofsubsidiary.

Same as above

3.

June 20, 2022

Resolution:

4.
5.
6.

Resolution: 7.
September 26, 2022

Resolution: 12.
March 31, 2023
Discussion:

13.

Same as above

Same as above

The annual base salary of the next fiscal year.
Review of policies governing pay for Directors andExecutive Officers.

Same as above

Through the discussions and the resolutions above, the Compensation Committee confirmed that thecompensations for the Directors and the Executive Officers regarding the fiscal year are in line with relevant
compensation policies and appropriate. Also, the outlines of the discussions have been reported to the Board of
Directors meeting.

- 49 -

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

Amount(1) Audit fees, etc.

801 million yen(2) Total amount of cash and other financial benefits payable by the Company and its subsidiaries to the
Accounting Auditor

1,321 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 status of the maintenance of the structure for controlling quality of the audit
firm, and the basis for the calculation of estimated remuneration, etc. Additionally, the Audit Committee conducts
pre-approval procedures in accordance with Article 202 of the Sarbanes-Oxley Act of 2002, etc. Based on the resultof such confirmations and procedures, the Audit Committee has verified the compensation, etc. of the Accounting
Auditor and determined that it is at a reasonable level to maintain and 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 of shareholders
to be convened immediately after the dismissal.
(2) In cases where the Audit Committee determines that the Accounting Auditor has issues in terms of 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.

- 50 -

Consolidated Balance Sheet (As of March 31, 2023)(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 459,954 million yen)
Non-trading debt securities ...............................................................................................................................
Investments in equity securities ........................................................................................................................
Investments in and advances to affiliated companies .......................................................................................
Other .................................................................................................................................................................

4,521,247
3,820,685
409,082
291,480
5,207,194
4,013,852
379,911819,263(5,832)
18,117,499
13,834,460
4,283,039
17,609,333
17,509,934
99,3992,316,529
464,316
337,361
97,660402,485
1,014,707

Total assets ............................................................................................................................................................

47,771,802

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

1,008,541
5,297,469
1,359,948
1,799,585
2,137,936
16,108,948
14,217,966
1,556,663
334,319
10,557,971
1,175,521
10,399,210
44,547,660

Commitments and contingencies
EQUITY
Common stock ......................................................................................................................................................
Authorized– 6,000,000,000 shares
Issued– 3,233,562,601 shares
Outstanding– 3,003,679,324 shares
Additional paid-in capital .....................................................................................................................................
Retained earnings ..................................................................................................................................................
Accumulated other comprehensive income ..........................................................................................................
Common stock held in treasury, at cost – 229,883,277 shares ............................................................................
Total Nomura Holdings, Inc. shareholders’ equity ..............................................................................................
Noncontrolling interests ........................................................................................................................................
Total equity ...........................................................................................................................................................

707,189
1,647,005
318,454(118,574)
3,148,567
75,5753,224,142

Total liabilities and equity ....................................................................................................................................

47,771,802- 51 -

594,493

Consolidated Statement of Income (April 1, 2022 — March 31, 2023)(Millions of yen)
Commissions ........................................................................................................................................................

279,857

Fees from investment banking ..............................................................................................................................
Asset management and portfolio service fees .......................................................................................................

113,208
271,684

Net gain on trading ................................................................................................................................................
Gain on private equity and debt investments .......................................................................................................

563,269
14,504

Interest and dividends ...........................................................................................................................................
Gain (loss) on investments in equity securities ...................................................................................................

1,114,690(1,426)

Other .....................................................................................................................................................................

130,940

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

2,486,726

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

1,151,149

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

1,335,577

Compensation and benefits ...................................................................................................................................

605,787

Commissions and floor brokerage .........................................................................................................................
Information processing and communications .......................................................................................................

119,237
209,537

Occupancy and related depreciation .....................................................................................................................
Business development expenses ...........................................................................................................................

66,857
22,636

Other .....................................................................................................................................................................

162,049

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

1,186,103

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

149,474

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

57,798Net income ............................................................................................................................................................

91,676

Less: Net income (loss) attributable to noncontrolling interests ..............................................................

(1,110)Net income attributable to Nomura Holdings, Inc. shareholders ..........................................................................

92,786- 52 -

Consolidated Statement of Changes in Equity (April 1, 2022 — March 31, 2023)(Millions of yen)
Common Stock
Balance at beginning of year .........................................................................................................................
Balance at end of year ..................................................................................................................................
Additional paid-in capital
Balance at beginning of year .........................................................................................................................
Stock-based compensation awards ...............................................................................................................
Changes in ownership interests in subsidiaries ..............................................................................................
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 .....................................................................................................................
Balance at end of year ...................................................................................................................................
Accumulated other comprehensive income (loss)
Cumulative translation adjustments
Balance at beginning of year .........................................................................................................................
Net change during the year ...........................................................................................................................
Balance at end of year ..................................................................................................................................
Defined benefit pension plans
Balance at beginning of year .........................................................................................................................
Pension liability adjustments .......................................................................................................................
Balance at end of year ..................................................................................................................................
Own credit adjustments
Balance at beginning of year .........................................................................................................................
Own credit adjustments.................................................................................................................................
Balance at end of year ...................................................................................................................................
Balance at end of year ..................................................................................................................................
Common stock held in treasury
Balance at beginning of year .........................................................................................................................
Repurchases of common stock ......................................................................................................................
Sale of common stock ..................................................................................................................................
Common stock issued to employees .............................................................................................................
Balance at end of year ..................................................................................................................................
Total NHI shareholders’ equity
Balance at end of year ..................................................................................................................................
Noncontrolling Interests
Balance at beginning of year .........................................................................................................................
Cash dividends ..............................................................................................................................................
Net income attributable to noncontrolling interests ......................................................................................
Accumulated other comprehensive income (loss) attributable to noncontrolling interests
Cumulative translation adjustments ..........................................................................................................
Purchase/sale (disposition) of subsidiary shares, etc., net ............................................................................
Other net change in noncontrolling interests .................................................................................................
Balance at end of year ...................................................................................................................................
Total equity balance at end of year .......................................................................................................................

- 53 -

594,493594,493
697,507
9,411
287
(16)
707,189
1,606,987
92,786(51,050)(1,718)
1,647,005

136,912
105,855
242,767(43,803)
11,629(32,174)
34,86472,997
107,861
318,454(112,355)(24,728)0
18,509(118,574)
3,148,567
58,198(3,277)(1,110)1,058(301)
21,00775,5753,224,142

[Translation]
Independent Auditor’s Report
May 15, 2023
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 and changes inequity 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, 2022 to March 31, 2023.
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,
2023, 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 the consolidated
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 information,
we are required to report that fact.

- 54 -

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 arefree 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 the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
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 orconditions may cause the Group to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation in accordance with accounting principles generally accepted in the
United States of America with certain disclosure items omitted pursuant to the same provisions in the second
sentence of Article 120, section 1 of the Ordinance on Accounting of Companies, as applied to Article 120-3,
section 3.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with 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, related safeguards.
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 Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

- 55 -

(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, 2023. Ernst & Young ShinNihon LLC has not audited the English language
version of the financial statements for the above-mentioned year.

- 56 -

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 119th fiscal year (from April 1, 2022 toMarch 31, 2023). 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, andasked 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 from Accounting Auditor
regarding the status of the performance of its duties, and, whenever necessary, asked for explanations. Furthermore, wehave 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 inaccordance with the “Quality Control Standards for Audits” (Business Accounting Council, October 28, 2005), 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 15, 2023

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

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

- 57 -

Balance Sheet (As of March 31, 2023)(Millions of yen)
ASSETS
Current Assets: ......................................................................................................................................................
Cash and time deposits ..................................................................................................................................
Money held in trust .......................................................................................................................................
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 ...............................................................................................................................

- 58 -

3,961,589
180,977423,428,327
54,34638,898258,999
5,553,090
26,182
7,615
10,469210
7,889
78,83078,83005,448,078
102,041
2,523,732
48,471
2,678,999
21,801
62,838
10,218(23)
9,514,679
2,110,267
1,809,104
100,000
55,1404
68,56677,454
4,826,310
2,705,500
1,936,894
183,916
6,936,577
2,661,670
594,493559,676
559,676
1,625,878
81,8581,544,020
1,544,020(118,377)(85,930)
40,198(126,128)
2,363
2,578,102
9,514,679

Statement of Income (April 1, 2022 — March 31, 2023)(Millions of yen)
Operating revenue .................................................................................................................................................

472,321

Property and equipment fee revenue .................................................................................................................
Rent revenue ......................................................................................................................................................

108,679
28,663

Royalty on trademark ........................................................................................................................................
Dividend from subsidiaries and affiliates ..........................................................................................................

34,185
150,651

Interest income from loans to subsidiaries and affiliates ..................................................................................
Others ................................................................................................................................................................

134,746
15,397

Operating expenses ...............................................................................................................................................
Compensation and benefits ...............................................................................................................................

358,750
53,739

Occupancy and equipment costs .......................................................................................................................
Data processing and office supplies ..................................................................................................................

40,86474,517

Depreciation and amortization ..........................................................................................................................
Taxes .................................................................................................................................................................

30,005
2,600

Others ................................................................................................................................................................
Interest expenses ...............................................................................................................................................

8,172
148,853

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

113,572

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

16,144
7,753

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

121,963

Extraordinary income ............................................................................................................................................

82,118Gain on liquidation of subsidiaries and affiliates ..............................................................................................
Gain on sales of subsidiaries and affiliates ........................................................................................................

12,65940,575Gain on sales of investment securities ..............................................................................................................
Gain on reversal of subscription rights to shares ..............................................................................................

28,120764

Extraordinary losses ..............................................................................................................................................
Loss on sales of investment securities ..............................................................................................................

8,348
107

Loss on devaluation of investment securities ....................................................................................................
Loss on devaluation of stocks of subsidiaries and affiliates ..............................................................................

227
7,573

Loss on sales and retirement of fixed assets ......................................................................................................

441

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

195,734

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

(8,775)

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

30,244

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

174,264- 59 -

Statement of Changes in Net Assets (April 1, 2022 — March 31, 2023)(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 .........................................................................................................................

559,676
559,676

Total capital reserve
Balance at beginning of the year ...............................................................................................................

559,676

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

559,676

Retained earnings
Retained earnings reserve
Balance at beginning of the year ...................................................................................................................
Balance at end of the year .............................................................................................................................
Other retained earnings
Retained earnings carried forward
Balance at beginning of the year ...............................................................................................................

81,85881,8581,427,897

Change in the year
Cash dividends ......................................................................................................................................

(57,262)

Net Income ............................................................................................................................................
Disposal of treasury stock ....................................................................................................................

174,264(879)

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

116,123
1,544,020

Total retained earnings
Balance at beginning of the year ...............................................................................................................

1,509,755

Change in the year
Cash dividends ......................................................................................................................................

(57,262)

Net Income ............................................................................................................................................
Disposal of treasury stock ....................................................................................................................

174,264(879)

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

116,123

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

1,625,878

Treasury stock
Balance at beginning of the year ...............................................................................................................
Change in the year

(112,159)

Purchases of treasury stock ...................................................................................................................
Disposal of treasury stock ....................................................................................................................

(24,728)
18,509Total change in the year ........................................................................................................................

(6,219)Balance at end of the year .........................................................................................................................

(118,377)- 60 -

(Millions of yen)
Total shareholders’ equity
Balance at beginning of the year ...............................................................................................................
Change in the year

2,551,766

Cash dividends ......................................................................................................................................
Net Income .................................................................................................................................

(57,262)
174,264

Purchases of treasury stock ...............................................................................................................
Disposal of treasury stock ....................................................................................................................

(24,728)
17,630Total change in the year ........................................................................................................................

109,904

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

2,661,670

Valuation and translation adjustments
Net unrealized gain on investments
Balance at beginning of the year ...................................................................................................................
Change in the year

59,899Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................

(19,700)(19,700)

Balance at end of the year .............................................................................................................................
Deferred gains or loss on hedges

40,198

Balance at beginning of the year ...................................................................................................................
Change in the year

(70,833)

Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................

(55,296)(55,296)

Balance at end of the year .............................................................................................................................
Total valuation and translation adjustments(126,128)

Balance at beginning of the year ...................................................................................................................
Change in the year

(10,934)

Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................

(74,996)(74,996)

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

(85,930)

Stock acquisition rights
Balance at beginning of the year .......................................................................................................................

5,361

Change in the year
Other-net .......................................................................................................................................................

(2,998)

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

(2,998)

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

2,363

Total net assets
Balance at beginning of the year .......................................................................................................................
Change in the year

2,546,193

Cash dividends ..............................................................................................................................................
Net Income ....................................................................................................................................................

(57,262)
174,264

Purchases of treasury stock ...........................................................................................................................
Disposal of treasury stock .............................................................................................................................

(24,728)
17,630

Other-net .......................................................................................................................................................
Total change in the year ................................................................................................................................

(77,995)
31,910

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

2,578,102- 61 -

[Translation]
Independent Auditor’s Report
May 15, 2023
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 119th fiscal year from April 1, 2022 to March 31, 2023.
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, 2023, 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 requirements that are
relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate 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 other information,
we are required to report that fact.
We have nothing to report in this regard.

- 62 -

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 accordance withaccounting 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 andappropriate 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, related safeguards.
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, 2023. Ernst & Young ShinNihon LLC has not audited the English language version of thefinancial statements for the above-mentioned year.

- 63 -

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 119th fiscal year (from April 1, 2022, to March 31, 2023). 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, October 28, 2005), 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 the Company
in conformity with the applicable laws and regulations and the Articles of Incorporation.
2. In relation to the performance of the duties by the Directors and 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 of duties 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 and Exchange Act.

- 64 -

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

May 15, 2023

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

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

- 65 -

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, containprojections of our results of operations or financial condition, or state other forward-looking information. Knownand unknown risks, uncertainties and other factors may cause our actual results, performance, achievements orfinancial position expressed or implied by any forward-looking statement in this report.

- 66 -

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 119th 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-

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

Allotment Date

Number ofStock
Acquisition
RightsStock Acquisition Rights No.65 ...............

June 5, 2015

1,116

111,600

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

June 7, 2016

1,739

173,900

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

June 7, 2016

9,362

936,200

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

November 11, 2016

23,6442,364,400

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

June 9, 2017

1,892

189,200

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

June 9, 2017

6,970

697,000

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

June 9, 201710,0591,005,900

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

June 9, 2017

2,625

262,500

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

June 9, 2017

3,743

374,300

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

June 9, 2017

1,362

136,200

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

June 9, 2017

1,362

136,200

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

November 17, 201724,7432,474,300

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

November 20, 201823,083

2,308,300

Period for
the Exercise of
Stock Acquisition Rights

From April 20, 2018
to April 19, 2023
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From November 11, 2018
to November 10, 2023
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From April 20, 2020
to April 19, 2025
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
593
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.64, No.66 to No.69, No.72, No.73, No.82 and No.83 were all extinguishedby exercise, forfeiture, or expiration of exercise period.

-2-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

Number of
Holders

Stock Acquisition Rights No.71 ...........................
Stock Acquisition Rights No.75 ...........................

764
300

4
1

Stock Acquisition Rights No.76 ...........................
Stock Acquisition Rights No.77 ...........................

812
808

4
4

────────(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 15, 2023, the Company passed a resolution to grant Restricted Stock Units (“RSUs”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc.
Number of Granted RSUs

Number of Shares of Common Stockunder the RSUs

84,295,700

84,295,700-3-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 (hereinafterreferred 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, the supervision of theexecution 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 and operational 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 business activities of
Nomura Holdings, Inc.
1. Directors and Employees that will provide Support with respect to the Duties(1) The Board of Directors may appoint a Director, not concurrently serving as an Executive Officer, as the “Audit
Mission Director.” The Audit Mission Director shall support audits performed by the Audit Committee, and in orderfor the Board of Directors to effectively supervise the execution by the Directors and Executive Officers of theirduties, 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 designatedby 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 in-4-

coordination, as necessary, with the Audit Committee of its subsidiaries.
[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 and Audit and Supervisory
Committee Members of subsidiaries in Japan. Additionally, at the Nomura Group, Audit
Committees have been set up in the holding companies that supervise each of the 3 overseas regions(Europe, the Americas, and Asia) and Audit Committee Members of the Company and the heads ofsuch committees share information regarding the issues and awareness of problems for each region
from the audit work perspective.
3. Structures Ensuring the Effectiveness of the Audit(1) Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may
participate in or attend important meetings including meetings of the Executive Management Board.
(2) The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct
audits of financial statements about the audit plan at the beginning of the period, audit status during the period, audit
results at the end of the period, and the status of internal controls over financial reporting. Members of the Audit
Committee and the Audit Mission Director may exchange opinions with accounting auditors and accounting firmsthat 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 an organization
independent from execution functions.
The Audit Committee has directly received explanations regarding the audit plan at the beginningof the period, audit status during the period, audit results at the end of the period, and the status ofinternal controls over financial reporting, from Ernst & Young ShinNihon LLC who is the
Accounting Auditor and accounting firm that conducts audits of the Financial Statements. In
addition, Audit Committee Members share the awareness of audit problems and exchange of
opinions with Ernst & Young ShinNihon LLC by, for example, holding regular meetings with Ernst& Young ShinNihon LLC and seeking the opinions as necessary.
Furthermore, Audit Committee Members of the Company or either of Audit Committee Members
or Audit Mission Directors of Nomura Securities as necessary have inspected sites such as
departments of the Company and departments and retail branches of Nomura Securities and site
visits of subsidiaries other than Nomura Securities in person. For this fiscal year, full-time Audit
Committee Members of the Company and Audit Mission Directors of Nomura Securities conductedinterviews using phone or web meetings together and reported on the interviews to the Audit
Committee.
Moreover, the Audit Committee, by entering into an advisory services agreement with an externallawyer, has established a structure whereby expert opinions can be sought from the lawyer asnecessary. For this fiscal year, the Audit committee as necessary took legal advices from the lawyer.

-5-

-6-

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 the entire
business of the Nomura Group.
(2) The Company shall obtain the approval of the Audit Committee, or a member of the Audit Committee designatedby the Audit Committee, regarding implementation plans and formulation of the budget relating to internal 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 inplace at each major subsidiary under the Company. These internal audit departments carry out audits
independent from business execution and carry out activities such as the provision of advice andrecommendations 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.
The Internal Controls Committee attended by Audit Committee Members deliberates and determines
basic matters regarding the establishment and evaluation of internal controls for the Nomura Group’sbusiness management structure as well as matters regarding the improvement of corporate behavior.
In addition, the Audit Committee is coordinating with the Internal Audit Division by, for example,
receiving reports, as necessary, directly from the Senior Managing Director in charge of GroupInternal 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 tobe confirmed.
Furthermore, Chairman of Audit Committee and full-time Audit Committee Member hold regularmeetings with the Accounting Auditor and Senior Managing Director in charge of Group Internal
Audit to share awareness of audit problems and exchange opinions, thereby enhancing Nomura
Group's audit activities.

-7-< 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., or otherpersons 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 to thoroughly
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,with regard to conduct in the Nomura Group that may be questionable based on compliance with laws andregulations, etc., including matters concerning accounting or accounting audits, report such conduct directly to theperson appointed by the Board of Directors.
(b) Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content 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, andshall not carry out any transaction with anti-social forces or groups and transactions with those subject to economic
sanctions which are prohibited by laws, etc. in other nations Executive Officers shall maintain structures that arenecessary for this purpose.

-8-[Summary of Implementation Status of the Structure indicated above]
In order to ensure that all officers and employees should act in accordance with social norms,
Nomura Group established the "Nomura Group Code of Conduct", and every year, the officers andemployees 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, all officers andemployees have reaffirmed the lessons learned from the past incidents and have renewed ourdetermination to prevent similar incidents from recurring in the future and further improve publictrust through discussion on proper conduct and commitment to comply with the "Nomura Group
Code of Conduct"
Based on the recognition that compliance and conduct risk management are among the mostimportant management issues, Nomura Group has established the "Nomura Group Conduct
Program" as a framework for management and established the Conduct Committee as a forum fordiscussion and deliberation on the promotion of the Code of Conduct, compliance and conduct risk
management. Under this program we are developing an effective system based on the concept of
three-lines defense by defining clearly roles of the first, second and third lines. Senior Conduct
Officers have been assigned to each division on the first line to manage conduct risk in accordancewith each division's situation. In compliance division as the second line, based on the "Regulationsof the Organization" and the "Nomura Group Compliance Policy" we have appointed a Chief
Compliance Officer in charge of establishing and maintaining the effectiveness of Nomura Group's
compliance system and also appointed a Compliance officer at each 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 and overseas regions tostrengthen the internal control system for global business development and to establish and maintainthe 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 and terrorist
financing, bribery and corruption, and anti-social forces with a strong risk 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 ofTerrorism Policy”, which stipulates the principles and standards to be observed across regions andgroup entities.
In the Nomura Group, Group AML/CFT Head is appointed with responsibility for establishing andmaintaining 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.

-9-

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 the installationof 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, withthe 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 anorganization that is independent from units that execute business, and the various risks relating tobusiness 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 and determines
important matters relating to risk management.
In addition, the Company prescribes the basic principles of crisis management at the Nomura Groupin the Nomura Group Crisis Management Regulations. In accordance with such regulations, eachcompany of the Nomura Group has appointed Crisis Management Officers and discusses crisis
management measures based on the fundamental policies of crisis management adopted by eachcompany. 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 throughthe 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;- 10 -

(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 a matter
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 deliberate concerning
such matter, and in the event that it is admitted as necessary, based on such results, appropriate measures will betaken.
(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 Member or
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 each division at eachmeeting of the Board of Directors. Further, Executive Officers provide reports concerning theirbusiness execution status directly to the Audit Committee or through an Audit Committee Member.
At the same time, as for Executive Officers, Senior Managing Directors, and employees, if an Audit
Committee Member seeks a report on matters concerning the execution of their duties, a report ispresented on such matters promptly.
The Company routinely disseminates to all officers and employees of the Nomura Group the factthat a report must promptly be made to each company’s designated point of contact in the event 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 and the Nomura Group Code of Conduct, in
addition to prohibiting any dismissal, demotion, salary reduction, or other disadvantageous treatment
due to such a report, the fact that such disadvantageous treatment is prohibited is disseminated to all
Nomura Group officers and employees.

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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 andthe scope of authority of each employee, and thereby ensure the effectiveness of the structure for the execution ofduties 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 the deliberation anddetermination 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 and regulations,
are made flexibly and efficiently by Executive Officers to whom the Board of Directors hasdelegated authority. In addition, to undertake the further strengthening of the business execution
structure with regard to the sophistication and specialization of financial operations, Senior
Managing Directors to whom Executive Officers have delegated a part of their business execution
authority assume the business and operations of the field that each such Senior Managing Director
is in charge of.
Out of the matters delegated to Executive Officers by a resolution adopted by of the Board of
Directors, concerning the determination of particularly important business matters, bodies such as
the Executive Management Board, the Group Risk Management Committee, and the Internal
Controls Committee have been put in place at which there are deliberations and determinations are
made. The Board of Directors receives reports on the status of deliberation from each such body atleast once every three months. The Executive Management Board deliberates and determines
important matters regarding the business management of the Nomura Group, beginning with andincluding 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 access to such
documents if necessary.
(2) Executive Officers shall maintain a structure to protect the Nomura Group’s non-public information, including
its financial information, and promote fair, timely and appropriate disclosure of information to external parties,
thereby securing the trust of customers, shareholders, investors, etc.

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[Summary of Implementation Status of the Structure indicated above]
All minutes of important meetings, conference minutes, internal approval requests, contracts,
documents related to finances, and other material documents (including their electronic records) areappropriately 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 to timely disclosuresuch as the Financial Instruments and Exchange Act and other exchange rules, and in addition toprotection 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 Disclosureof Information, and the Disclosure Committee has been set up based on the Statement. The
Committee, in addition to disseminating the content of the Nomura Group’s Statement of Global
Corporate Policy to officers and employees, maintains the structure to carry out the fair, timely, andappropriate disclosure of information by taking measures such as establishing/implementing
guidelines concerning the disclosure of information.
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, a member ofthe Audit Committee designated by the Audit Committee and a director designated by the Board of Directors, todeliberate 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 a director
elected by the Board of Directors.
The Internal Controls Committee has deliberated on a wide range of important matters concerning
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
response to enhanced disclosure of non-financial information, embedding risk culture.
The Internal Controls Committee has received reporting on the recognition of issues based on theimplementation of internal audits from Internal Audit, which is independent from the execution ofoperations, as necessary, and has reported on deliberations to the Board of Directors on a regularbasis.

- 13 -

< 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 each company.
(2) Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by theCompany by, among other means, maintaining the structures listed in I through III above.
[Summary of Implementation Status of the Structure indicated above]
The Company, for every amendment of the internal control system, disseminates the content andmeaning of the amendment to each Nomura Group company and provides guidance to maintaininternal control systems that fit with each company’s actual conditions. In addition, the Company,
including for important subsidiaries, identifies and understands the risks related to financial
reporting, and based on such understanding, establishes and maintains internal controls overfinancial reporting. Concerning the status of such establishment and maintenance, the Company
receives an evaluation from the internal audit division and an audit and evaluation by the accounting
firm.

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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 accordance withaccounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to Article120-3, 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 a majorityof 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 39.3%, and reports the investments
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 have beenacquired 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 nontrading subsidiaries are recorded at fair value and unrealized gains and losses are recognized currently inincome.
(4) Non trading debt securities- 15 -

Non-trading debt securities mainly consist of debt securities held by non-trading subsidiaries. Non-trading
debt securities held by non-trading subsidiaries are carried at fair value and unrealized gains and losses arerecognized 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, arereviewed 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 the assets,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 andthe 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.

- 16 -

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 with changes
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 from certain
stock-based compensation awards granted to employees and others. Additionally, certain trading liabilities areheld to manage the price risk of investments in equity securities held for operating purposes.
9. Foreign currency translation
All assets and liabilities of subsidiaries which have a functional currency other than Japanese Yen aretranslated into Japanese Yen at exchange rates in effect at the balance sheet date; all revenue and expenses aretranslated at the average exchange rates for the respective fiscal years and the resulting translation adjustments
are accumulated and reported as Accumulated other comprehensive income (loss). Foreign currency assets andliabilities 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
No new accounting pronouncements relevant to Nomura were adopted during the year ended March 31,
2023.

- 17 -

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

¥

279,857
113,208
271,684
43,190707,939¥

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.

- 18 -

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.

- 19 -

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, threemonths or six months.
The following table presents the balances of customer contract receivables, contract assets and contract
liabilities in scope of ASC 606 “Revenue from Contracts with Customers” (“ASC 606”) as of March 31, 2023.
The amount of contract assets as of March 31, 2023 was immaterial.
Customer contract receivables
Contract liabilities(1)───────85,100 million yen
5,226 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, 2022 were recognized as revenue for the year ended March
31, 2023. Nomura recognized ¥4,876 million of revenue from performance obligations satisfied in previous
periods for the year ended March 31, 2023.
Transaction price allocated to the remaining performance obligations is ¥1,189 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, 2023.

- 20 -

[Notes to the Accounting Estimates]
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.
Critical accounting

Critical accounting

policyestimates

Litigation provisions

Determination ofwhether aloss is probable andmeasurement ofprovisions andreasonably possible
loss

Note 16“Contingencies”

Effect of changes in estimates
Key subjective assumptions or judgements by management

and assumptions during year
ended March 31, 2023

In the normal course of business, we may be involved in investigations, lawsuits andother legal proceedings (“legal matters”) and, as a result, may suffer losses from any
fines, penalties or settlements we choose to make to resolve the matters. The losses
could be significant to our consolidated results of operations. Various judgments andassumptions are required by management around the likelihood of loss in respect of alegal matter and the eventual amount of such loss.

See Note 16“Contingencies” for detailsof the various legal matters weare currently involved with,including those where legal
provisions have beenrecognized or where a loss is
considered reasonably
possible.

Determination if a loss is probable• Recognition of legal provisions are only required if a loss is probable and can bereasonably estimated.
• Significant judgment required in deciding the likelihood of whether a loss from alegal matter is probable, reasonably possible or remote.
• Such judgment usually involves consideration of external legal counsel opinion, ourown historical experiences in court and similar matters, progress of regulatory
investigation or litigation proceedings, and the appetite of management or thecounterparty to settle the matter.
• If a loss is only considered to be reasonably possible or remote, no legal provision isrequired.
Measurement of a probable or reasonably possible loss
• Once a loss in respect of a legal matter has been determined as being probable ofoccurring, a legal provision is recognized when the amount of such loss or a rangeof loss can be reasonably estimated.
• Where a loss is reasonably possible rather than probable of occurring, and such loss
or range of reasonably possible loss can be reasonably estimated, the reasonably
possible maximum loss in excess of any amounts recognized as a legal provision isdisclosed.
• All of the above determination is often inherently difficult, especially for legal
claims or regulatory investigations that are indeterminate or still at an early stage.
• In exceptional circumstances, where we believe a loss is probable or reasonably
possible, but we are unable to reasonably estimate the amount of such loss, due toinherent complexities or other reasons surrounding the legal matter, we are unable torecognize a legal provision or disclose the relevant amount of reasonably possible
loss and disclose this fact.

Fair value offinancial instruments
Note 18 “Financial
instruments”

Estimating fair value
for financial
instruments

A significant portion of our financial instruments are carried at fair value. The fairvalues of these financial instruments may not only be measured at quoted prices but
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.
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.

- 21 -

See Note 18 “Financial
Instruments” for further
information around ourvaluation methodologies andour policy for classification offinancial instruments within
the fair value hierarchy.

[Notes to the Consolidated Balance Sheet]
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.
5,656,626 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.
953 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.
5,658 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.
3,938,121 million yen
Nomura owned securities and loans receivable, which have been pledged to collateralize borrowing
transactions, and pledged for other purposes. (1) (2)1,864,128 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 ¥9,325 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 theassets 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 are accounted
for at fair value and reported within Trading assets in Nomura’s consolidated balance sheet, with the change infair value reported within Revenue-net gain (loss) on trading. Fair value for retained interests in securitizedfinancial 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, 2023, Nomura received cash proceeds from SPEs on transfer of assets in new
securitizations of ¥285.2 billion and the associated gain on sale was ¥1.0 billion. For the year ended March 31,
2023, Nomura received debt securities issued by these SPEs with an initial fair value of ¥457.7 billion and cash
inflows from third parties on the sale of those debt securities of ¥435.8 billion. The cumulative balance offinancial assets transferred to SPEs with which Nomura has continuing involvement was ¥5,745.5 billion as of- 22 -

March 31, 2023. Those transferred financial assets are substantially government, agency and municipal
securities. Nomura’s retained interests were ¥168.5 billion as of March 31, 2023, and Nomura received cash
flows of ¥25.6 billion for the year ended March 31, 2023 from the SPEs on such retained interests held in theSPEs. Nomura does not provide financial support to SPEs beyond its contractual obligations.

- 23 -

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”),
the Company 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 thechance of the loss to the Company is more than remote but less than probable. As of March 31, 2023, the total
liability of ¥42,459 million have been recognized and reported within Other liabilities in respect of outstanding
and unsettled investigations, lawsuits and other legal proceedings (excluding claims with no legal proceedings
as of March 31, 2023) where loss is considered probable and the loss can be reasonably estimated. Total
expenses recognized through earnings for the year ended March 31, 2023 were immaterial.
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 a liability(if any) against such cases. These estimates are based on current information available as of the date of these
consolidated financial statements and include, but are not limited to, the specific amount of damages or claims
against Nomura in each case. As of May 15, 2023, for those cases where an estimate of the range of reasonably
possible losses can be made, the Company estimates that the total aggregate reasonably possible maximum loss
in excess of amounts recognized as a liability (if any) against these cases is approximately ¥48 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 theongoing actions and proceedings set out below, as appropriate.

- 24 -

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’ voluntaryliquidation since 2000. An Italian Supreme Court judgment in June 2019 confirmed that an amount ofapproximately EUR 38 million (comprised of tax credit refunds plus accrued interest), plus further interest, waspayable by IBJN to the Italian tax authorities.
In October 2010 and June 2012, two actions were brought against NIP, seeking recovery of payments
allegedly made to NIP by Fairfield Sentry Ltd. and Fairfield Sigma Ltd. (collectively, “Fairfield Funds”), which
are now in liquidation and were feeder funds to Bernard L. Madoff Investment Securities LLC (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 to recover
approximately $34 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, but purchased 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 thesecuritizations, 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, theloan-to-value ratio, the owner occupancy status of the property, the lien position, the fact that the loan was
originated in accordance with the originator’s guidelines, and the fact that the loan was originated in compliancewith applicable laws. Certain of the RMBS issued by the subsidiaries were structured with credit protection
provided to specified classes 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
repurchase claims were received by the relevant subsidiaries within six years of each securitization is $3,203
million. The relevant subsidiaries summarily rejected any demand for repurchase received after the expirationof the statute of limitations 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 to repurchase certain loans for those claims that the relevant subsidiaries determined to havemerit. In several instances, following the rejection of repurchase demands, investors instituted actions throughthe trustee alleging breach of contract from 2011 to 2014. The breach of contract claims that were brought
within the six-year statute of limitations for breach of contract actions have survived motions to dismiss anddiscovery was completed and Notes of Issue were filed. The Company has been engaged in efforts to resolve
the actions outside of Court; certificateholder approval has been obtained for five settlement agreements andthe Court is currently reviewing three settlement agreements for approval and will review the others whensubmitted by the Trustees.
A monoline insurer, Ambac Assurance Corp (“Ambac”), brought an action in April 2013 against Nomura
Credit & Capital, Inc. (“NCCI”) and Nomura Holding America Inc. (“NHA”) alleging breach of contract withrespect to representations concerning specific loan characteristics and fraud in the inducement of the insurance
contract based on misrepresentations concerning the loans for two trusts insured by Ambac. The court dismissed
all claims against NHA. Ambac and NCCI resolved all claims and the action was dismissed pursuant to a
stipulation filed January 3, 2023.

- 25 -

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 fromthe BLMIS feeder fund, Harley International (Cayman) Limited in the six years prior to December 11, 2008
(the date proceedings were commenced against BLMIS) and that these are avoidable and recoverable under the
U.S. Bankruptcy Code and New York law. The amount that the Madoff Trustee is currently seeking to recoverfrom NIP is approximately $24.4 million plus interest.
In March 2013, Banca Monte dei Paschi di Siena SpA (“MPS”) issued a claim in the Italian Courts against(1) two former directors of MPS and (2) NIP. MPS alleged that the former directors improperly caused MPS toenter into certain structured financial transactions with NIP in 2009 (“Transactions”) and that NIP acted
fraudulently and was jointly liable for the unlawful conduct of MPS's former directors. MPS claimed damagesof not less than EUR 1.1 billion.
In March 2013, NIP commenced a claim against MPS in the English Courts. The claim was for declaratory
relief confirming that the Transactions remained valid and contractually binding. MPS filed and served its
defence and counterclaim to these proceedings in March 2014. MPS alleged in its counterclaim that NIP was
liable to make restitution of a net amount of approximately EUR 1.5 billion, and sought declarations regarding
the illegality and invalidity of the Transactions.
On September 23, 2015, NIP entered into a settlement agreement with MPS to terminate the Transactions.
NIP believes that the Transactions were conducted legally and appropriately, and does not accept the allegations
made against it or admit any wrongdoing. Taking into account the views of relevant European financial
authorities and the advice provided by external experts, NIP considered it to be in its best interests to reach asettlement in relation to this matter. As part of the agreement, the Transactions were unwound at a discount of
EUR 440 million in favour of MPS and the civil proceedings between MPS and NIP in Italy and England,
respectively, will no longer be pursued. Pursuant to the settlement agreement MPS and NIP applied to the Italian
Courts to discontinue the proceedings brought by MPS against NIP. These proceedings have since been
discontinued.
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 theindictment concluded on October 1, 2016, the Judge ordering the trial of all individuals and banks involved
except for MPS (which entered into a plea bargaining agreement with the Public Prosecutor). The trial
commenced in December 2016. As part of these proceedings, a number of civil claimants have been permitted
to bring damages claims against a number of entities and individuals, including NIP.
On November 8, 2019, the court delivered its oral verdict, finding two former employees of NIP guilty offalse accounting, market manipulation and obstructing the supervisory activities of CONSOB and that NIP had
breached Italian corporate liability legislation. In so doing it imposed a fine of EUR 3.45 million on NIP as wellas ordering confiscation of EUR 88 million. On May 12, 2020, the court issued the detailed reasoning for theverdict (including the rationale for the penalties imposed). NIP appealed the decision to the Milan Court ofAppeal. On May 6, 2022, the Milan Court of Appeal delivered its oral verdict, overturning the first instancejudgment and acquitting the two former employees of NIP of all charges. The court also overturned the first
instance judgment in respect of NIP and quashed 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 the decision to the Supreme Court.
In addition, NIP is involved in a number of separate civil or administrative matters relating to the Transactions
including those described further below.

- 26 -

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) and Virmont 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 ofAppeal.
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 ofapproximately EUR 186.7 million plus interest, as well as non-monetary damages in an amount left to bequantified by the Judge.
Additionally, NIP was served by the Commissione Nazionale per le Società e la Borsa (“CONSOB”, theItalian financial regulatory authority) with a notice commencing administrative sanction proceedings 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 twoformer 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 thefines and appealed 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 ItalianSupreme Court.
In June 2016 and August 2016, Nomura International (Hong Kong) Limited (“NIHK”) and Nomura Special
Investments Singapore Pte Limited (“NSIS”) were respectively served with a complaint filed in the Taipei
District Court against NIHK, NSIS and certain individuals by Cathay United Bank, Co., Ltd., Taiwan
Cooperative Bank Ltd., Chang Hwa Commercial Bank Ltd., Taiwan Business Bank Ltd., KGI Bank and Hwatai
Bank Ltd. (collectively, “Syndicate Banks”). The Syndicate Banks’ complaint relates to a $60 million
syndicated term loan to a subsidiary of Ultrasonic AG that was arranged by NIHK, and made by the Syndicate
Banks together with NSIS. The Syndicate Banks’ allegations in the complaint included allegations that NIHK
failed to comply with its fiduciary duties to the lenders as the arranger of the loan and the Syndicate Banks
sought to recover approximately $48 million in damages, plus interest. By judgment dated June 2, 2022, theTaipei District Court dismissed the Syndicate Banks’ claims in entirety. On July 4, 2022, a Statement of Appeal
was filed by 5 of the 6 Syndicate Banks (Cathay United Bank Co., Ltd., Taiwan Cooperative Bank Ltd., Chang
Hwa Commercial Bank Ltd., Taiwan Business Bank Ltd. and Hwatai Bank Ltd., together the “Appellants”),
indicating the Appellants’ intention to appeal the Taipei District Court decision to the Taiwan High Court. The
claim amount for the appeal was approximately $42.6 million in damages, plus interest. The Appellants’ appeal
was dismissed on August 30, 2022. The Taipei District Court judgment dated June 2, 2022, dismissing theSyndicate Banks’ claims, became final and binding on September 19, 2022.
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 andfined 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 theCompany’s appeal.
NIP and Nomura Securities International, Inc. (“NSI”) were named as defendants in a class action filed in- 27 -

the United States District Court for the Southern District of New York alleging violations of U.S. antitrust law
in relation to the alleged manipulation of the primary and secondary markets for EGB. NSI has been dismissedfrom the action.
Additionally, NIP and NSI were named as defendants in a separate class action filed in the Toronto Registry
Office of the Federal Court of Canada alleging violations of Canadian competition law relating to the alleged
manipulation of the market for supranational, sub-sovereign and agency bonds. In October 2022, subject toapproval by the Federal Court of Canada, NIP and NSI have agreed to settle the class action.
Nomura is responding 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, pricemanipulation and false statements provisions of the Commodity Exchange Act in relation to a 2015 interest rate
swap transaction.
Nomura also responded to requests for information from the CFTC in relation to compliance with records
preservation requirements relating to the use of non-Nomura approved messaging platforms for business
communications. In September 2022, Nomura agreed to pay a $50 million civil monetary penalty and to comply
with certain non-monetary undertakings ordered by the CFTC.
NSI also responded to requests for information from the Securities and Exchange Commission (“SEC”) in
connection with an investigation of compliance with records preservation requirements relating to the use of
non-Nomura approved messaging platforms for business communications. In September 2022, NSI agreed to
pay a $50 million civil monetary penalty and to comply with certain non-monetary undertakings ordered by the
SEC.
The SEC and the United States Department of Justice (“DOJ”) have been investigating past activities ofseveral former employees of NSI in respect of commercial and residential mortgage-backed securities
transactions. In July 2019, NSI entered into settlements with the SEC concerning its supervision of certain
former employees, and the investigation has concluded. The investigation by the DOJ has been ongoing and
NSI has been cooperating fully in those investigations.
In September 2017 and November 2017, NIHK and NSIS were respectively served with a complaint filed in
the Taipei District Court against NIHK, NSIS, China Firstextile (Holdings) Limited (“FT”) and certain
individuals by First Commercial Bank, Ltd., Land Bank of Taiwan Co., Ltd., Chang Hwa Commercial Bank
Ltd., Taishin International Bank, E.Sun Commercial Bank, Ltd., CTBC Bank Co., Ltd., Hwatai Bank, Ltd. andBank 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 underTaiwan law against the defendants. The FT Syndicate Banks seek to recover approximately $68 million indamages, plus interest.
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 to filings of tax reclaims in 2007 to 2012. During the fiscal year ended March 31, 2020, Nomura Group
became aware that certain of those individuals would be the subject of investigative proceedings in Germany.
NIP and another entity 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 the investigation involving Nomura Group entities and former individuals proceeds to trial,
the individuals could face criminal sanctions and Nomura Group entities could face administrative sanctions
such as administrative fines or profit confiscation orders.

- 28 -

Stichting Vestia, a Dutch housing association and former counterparty, asserted a claim against NIP relating
to derivative transactions entered into between Vestia and NIP between 2009 and 2011. On February 1, 2022,
Vestia commenced proceedings against NIP in the English Courts. The proceedings alleged that the transactions
were void because Vestia lacked the capacity and/or the authority to enter into them. Vestia sought restitutionof a net amount of approximately EUR 153.5 million plus interest in respect of those transactions. In December
2022, NIP, with no admission of liability or wrongdoing, entered into a confidential settlement agreement with
Vestia pursuant to which the parties settled all claims relating to the Transactions.
In the context of a secured financing and the enforcement of the related pledge agreements following eventsof default attributable to the counterparty, on February 8, 2022, two former pledgors served a formal noticestating their intention to commence legal proceedings against Nomura European Investment Limited (“NEI”)
as lender and NIP as security agent. The pledgors alleged that there had been certain valuation errors in relation
to enforcement of the related pledge agreements and sought compensation from NEI or, alternatively, from
NIP. On November 9, 2022, NEI and NIP entered into a settlement agreement with the pledgors to resolve thepotential claim with no admission of liability or wrongdoing.
In August and October 2022, Nomura Financial Advisory and Securities (India) Private Limited (“NFASI”)
was served with two 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 two 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 2.6 billion in damages, plus interest.

- 29 -

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 be theoreticallyunlimited. Nomura records all derivative contracts at fair value. Nomura believes the notional amounts
generally overstate its risk exposure.
Derivative contracts (1) (2) .............................................................................................

514,420,432 million yen

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

1,544,159 million yen(1) The carrying value of derivative contracts is ¥8,983,145 million (liability).
(2) The notional amount and the carrying value of the written credit derivatives not included in derivative
contracts are ¥15,634,603 million and ¥38,057 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 Financial Instruments]
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-term borrowings,
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 or transfer
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 mostadvantageous 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 their risk
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 with othermarket 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 future dates.
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 ¥556.2 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 -

Billions of yen
March 31, 2023

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

Japan

U.S.

EU &
U.K.

1,785.0

2,561.1

2,308.2

Other
926.4

Total(1)7,580.7────────(1) Other than above, there were ¥324.2 billion of government, agency and municipal securities in Other asset– Non-trading debt securities as of March 31, 2023. These securities are primarily Japanese government,
agency and municipal securities.
Fair value hierarchy
All financial instruments measured at fair value, including those carried at fair value using the fair value
option, have been categorized into a three-level hierarchy (“fair value hierarchy”) based on the transparencyof valuation inputs used by Nomura to estimate fair value. A financial instrument is classified in the 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 -

The following table presents information about Nomura’s financial instruments measured at fair value on arecurring basis as of March 31, 2023 within the fair value hierarchy.
(Billions of yen)March 31, 2023

Level 1

Level 2

Level 3

Counterparty
and CashCollateral
Netting (1)Balance as ofMarch 31, 2023

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

7,431.3
84.1

8,254.5
18,050.0

457.3
229.0

－
(16,943.4)

16,143.1
1,419.7

Loans and receivables (4)............................
Collateralized agreements (5)......................

1,498.4
286.2

190.7
17.2

－
－

1,689.1
303.4

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

－
－
274.5

411.3

199.2

－

885.0

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

7,789.9

28,500.4

1,093.4(16,943.4)

20,440.3

Cash Instruments ..................................
Derivatives ............................................

7,274.4
62.0

1,270.8
18,051.3

3.6
224.9

－
(16,329.1)

8,548.8
2,009.1

Short-term borrowings (6)...........................
Payables and deposits (7)............................

－
－

445.8
142.3

30.4
16.9

－
－

476.2
159.2

Collateralized financing (5).........................
Long-term borrowings (6) (8) (9)...................

－
26.9

749.1
4,436.5

－
493.1

－
－

749.1
4,956.5

Liabilities:
Trading Liabilities

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

108.1

175.0

20.6

－

303.7

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

7,471.4

25,270.8

789.5(16,329.1)

17,202.6────────(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, 2023, the fair values of these investments
which are included in Trading assets and private equity and debt investments and Other assets were ¥46.9
billion and ¥2.6 billion, respectively.
(3) Private equity and debt investments are typically private non-traded financial instruments including ownershipor other forms of junior capital (such as mezzanine loan). It includes equity investments that would have beenaccounted 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 greater thanunrealized 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.

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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 typicallycarried 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 and other
segregated cash, Receivables from customers, Receivables from other than customers, Securities purchased
under agreements to resell and Securities borrowed and financial liabilities reported within Short-termborrowings, 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 consolidatedbalance sheet.
The estimated fair values of other financial instruments which are longer-term in nature or may contain morethan 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-termborrowings which are reported within Long-term borrowings. In our financial instruments, the instruments
which have a material difference between the carrying value and the estimated fair value are long-termborrowings. For long-term borrowings, certain financial instruments including structured notes are carried atfair value under the fair value option. Except for those instruments, long-term borrowings are carried atcontractual amounts or amortized cost unless such borrowings are designated as the hedged item in a fair value
hedge. The fair value of long-term borrowings which are not elected for the fair value option is estimated using
quoted market prices where available or by discounting future cash flows. As of March 31, 2023, the carrying
values of long-term borrowings were ¥10,399.2 billion and the fair values or estimated fair values of long-termborrowings were ¥10,349.6 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, 2023 consist of the following:
Year ending March 31

Billions of yen

2024 .............................................................................................................................................................................

619.7

2025 .............................................................................................................................................................................
2026 .............................................................................................................................................................................

1,875.5
1,730.1

2027 .............................................................................................................................................................................
2028 .............................................................................................................................................................................

884.1
730.6

2029 and thereafter .....................................................................................................................................................

4,145.6

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

9,985.6

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

413.6

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

10,399.2

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 ............................................................. 1,048.24 yen
Basic net income attributable to NHI shareholders per share ..............................
30.86 yen
Subsequent Event- 34 -

(Treasury Stock Buyback)On April 26, 2023 the Board of Directors of the Company approved a resolution to set up a share buyback
program, pursuant to the company’s articles of incorporation set out in accordance with Article 459-1 of theCompanies Act of Japan.
(1) Reasons
To use the acquired treasury stock to raise capital efficiency and ensure a flexible capital management policy,
and to deliver as stock-based compensation.
(2) Contents of Buyback
1) Type of stock to be purchased
Common Stock2) Total number of stocks to be purchased
Upper limit of 35,000,000 shares (1.1% of outstanding shares)
3) Total amount of stocks
Maximum of 20,000 million yen
4) Term
May 16, 2023 to March 29, 2024
(Excluding the ten business days following the announcement of quarterly operating results)5) Method
Purchase on the stock exchange via a trust bank
(The details of the trust agreement, including the timing to start the buyback, will be decided separately by aRepresentative Executive Officer or the CFO.)[Other Notes]
20. Significant Subsequent Events
Treasury Stock cancel
On April 26, 2023 the Board of Directors of the Company approved that it has resolved to cancel a part of its
own shares in accordance with Article 178 of the Companies Act of Japan.
Contents of cancel
1) Type of stock to be cancelled
Nomura Holdings common stocks
2) Total number of stocks to be cancelled
70,000,000 shares (Approximately 2% of outstanding shares)
3) Scheduled cancellation dateJune 1, 2023
Restricted Stock Units
On May 15, 2023, the Company passed a resolution to grant Restricted Stock Units (“RSUs”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSUs is84,295,700 units (84,295,700 shares equivalent). RSUs are to deliver shares of common stock of the Company
to grantees from one year to the maximum of seven years after the RSUs are granted.
Nomura also offers a compensation plan linked to the Company’s stock price. 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 of assets
with a value linked to the average stock price for a certain period immediately preceding the applicable future
payment date.

- 35 -

21. Other additional information
Sale of investments in affiliates
Nomura participated in a secondary offering at Nomura Research Institute (NRI) as a seller and sold
13,000,000 ordinary shares it held at ¥37,528 million on December 5, 2022. As a result of the transaction, again of ¥28.0 billion was recognized in earnings within Revenue—Other during the year ended March 31, 2023.
NRI remains an equity method affiliate of Nomura.

- 36 -

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 andstructures 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 estimateof the uncollectible amounts calculated using historical loss ratios or a reasonable estimate based on thefinancial condition of individual borrowers.

- 37 -

(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 price risk 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.

- 38 -

[Notes to the Accounting Estimates]
Items which were recorded on the financial statements as accounting estimates for the year ended March 31, 2023
and may have material impact on the financial statements for the next fiscal year are as follows;
Deferred tax assets

62,838 million yen- 39 -

[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 .......................................................................

3,733,851 million yen
1,848,782 million yen
2,702,541 million yen
663,160 million yen

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

43,768 million yen

3. Securities deposited
The Company loaned investment securities (mainly investments in subsidiaries and affiliates) with a bookvalue of ¥6,787 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 International Funding Pte. Ltd.
Nomura Global Finance Co.,Ltd.
Nomura Europe Finance N.V.
Nomura Global Financial Products Inc.
Nomura International plc
Nomura International plc
Nomura Bank International plc
Nomura Corporate Funding Americans, LLC
Nomura Securities (Bermuda) Ltd.
Nomura America Finance, LLC

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

Other

1,258,797 million yen(2)1,178,828 million yen
1,163,731 million yen(3)500,378 million yen(3)457,885 million yen
323,902 million yen(3)309,308 million yen
151,513 million yen
141,973 million yen
132,814 million yen
165,826 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.
[Notes to the Statement of Income]1. Transactions with subsidiaries and affiliates
Operating revenue
463,916 million yen
Operating expenses
116,023 million yen
Non-operating transactions
43,191 million yen
2. Extraordinary income
The gain on sales of subsidiaries and affiliates was from the sale of a part of ordinary shares of Nomura
Research Institute, Ltd. which is an affiliate of the Company.

- 40 -

[Notes to the Statement of Changes in Net Assets]
1. Shares outstanding
Beginning ofcurrent year

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

Increase

Decrease－

3,233,562,601

End of current year－

3,233,562,601

2. Treasury stock
Beginning ofcurrent year

Type of shares

215,394,467

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

Increase

Decrease

50,016,744

35,900,383

End of current year
229,510,828(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 ...............

50,000,000 shares
16,744 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 ........................................

35,900,087 shares
296 shares

3. Stock acquisition rights(1)Date of allocation of stock acquisitionrightsType of shares

Stock Acquisition Rights No.65

June 5, 2015

Common stock

111,600

Stock Acquisition Rights No.70
Stock Acquisition Rights No.71

June 7, 2016
June 7, 2016

Common stock
Common stock

173,900
936,200

Stock Acquisition Rights No.74
Stock Acquisition Rights No.75

November 11, 2016
June 9, 2017

Common stock
Common stock

2,364,400
189,200

Stock Acquisition Rights No.76
Stock Acquisition Rights No.77

June 9, 2017
June 9, 2017

Common stock
Common stock

697,000
1,005,900

Stock Acquisition Rights No.78
Stock Acquisition Rights No.79

June 9, 2017
June 9, 2017

Common stock
Common stock

262,500
374,300

Stock Acquisition Rights No.84
Stock Acquisition Rights No.85

November 17, 2017
November 20, 2018

Common stock
Common stock

2,474,300
2,308,300

Name of Stock Acquisition Rights(1) Excludes items for which the first day of the exercise period has not arrived.

- 41 -

Number of shares4. Dividends(1) Dividends paid
Decision

Type of shares

Board of Directors April 26, 2022 ........
Board of Directors November 2, 2022 ..

Common stock
Common stock

Total dividend value(millions of yen)
42,25415,008Dividend-per share
(yen)
14.00
5.00

Record date

Effective date

March 31, 2022
September 30, 2022

June 1, 2022
December 1, 2022

(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, 2023 .......

Common stock

Total dividend value(millions of yen)
36,049Dividend-per share
(yen)
12.00

Record date

Effective date

March 31, 2023

June 1, 2023

[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 ...................................................................................

134,951
58,842

million yen
million yen

Loss carry-forward on local tax ......................................................................................
Loss on devaluation of fixed assets ................................................................................

11,705
2,441

million yen
million yen

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

1,932

million yen

Subtotal of deferred tax assets ............................................................................................

209,872

million yen

Valuation allowance ............................................................................................................

(120,404) million yen

Total of deferred tax assets .................................................................................................
Deferred tax liabilities

89,468million yen

Net unrealized gain on investments .................................................................................
Derivative ...................................................................................................................

(15,358) million yen(6,729) million yen

Deferred gain and loss on hedges ....................................................................................
Others ..............................................................................................................................

(3,532) million yen(1,010) million yen

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

(26,629) million yen

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

62,838million yen

2. Accounting treatment for corporate tax, local corporate tax, and the related tax effect
The Company has applied the Group Tax Sharing System from the current fiscal year. In addition, theCompany 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.

- 42 -

[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
Loans receivable
Borrowings
Concurrent
officers

Transaction
amounts(millions of yen)

Name of accountBalance as ofMarch 31,2023
(millions of yen)

Data processing system usage
fees received

97,728

Accrued income

20,599

Royalty fees received

34,185

Accrued income

3,934

Loans receivable

79,672

Short-term loans

15,900Interest received

6,810

Accrued income

878

Establishment of acommitment line withsubordinated terms

700,000

Long-term loans
receivable fromsubsidiaries andaffiliates

470,000

Loans receivable

470,000－－

Commitment line
establishment fees
received

460

－

－

Natureof transaction

Pledge of cash collaterals forderivatives

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

9,231

－

－

97

－

－

37,528－－

Gains on the sale

36,443－－(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation

781,787－－

Accrued income

754

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

Guarantee
obligation

Guarantee obligation

Nomura Holding America Inc.

(Owned)directly 100%Loans receivable Loans receivable
Concurrent
officers

Nomura International plc

Guarantee fee received

Guarantee fee received

835

－

－

599

Accrued income

598

2,914,634

Short-term loans

1,874,756
1,074,549

132,990

1,258,797

Interest received

64,678Long-term loans
receivable fromsubsidiaries andaffiliates
Accrued income

Nomura Securities International,
Inc.

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

19,361

Short-term loans

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

1,233,721

Short-term loans

829,985
339,125

Interest received

24,154Long-term loans
receivable fromsubsidiaries andaffiliates
Accrued income

Guarantee obligation

151,513－－

Accrued income

141

－

－

Accrued income

64

Nomura America Finance, LLC(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation

Nomura Securities (Bermuda)
Ltd.

(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation

Nomura Bank International plc(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation(Owned)directly 100%

Nomura Europe Finance N.V.

Borrowings
Guarantee
obligation

Guarantee fee received

Guarantee fee received(Owned)directly 100%

Borrowings
Guarantee
obligation

145
132,81468
141,973
228

－

－

－

－

Accrued income

216－

Borrowings

1,356,800

1,138,200

Interest paid

8,958

Short-termborrowings
Accrued expense

Borrowings

Interest paid
Guarantee obligation
Guarantee fee received- 43 -

661

864,376

13,127
1,178,828
468

(5)

(6)

(7)

(8)

(9)

(9)

(10)

5,235

149

1,163,731(3) (4)(3)

Accrued income

309,308(2)

17,396－

Guarantee fee received
Nomura Global Finance Co., Ltd.

30

(1)

(3)

150

Guarantee fee received

Guarantee obligation

Subsidiary

155,746

Interest paid

Guarantee fee received
Subsidiary

Guarantee
deposits

Borrowings

The sales of a portion of theshares of affiliated company
Total amount soldSubsidiary

170,672

Notes

(9)

(9)

(9)

(9)

(7)
1,048

－

－

Accrued income

658

Short-termborrowings
Long-term
borrowings
Accrued expense

593,100
480,106

(9)

(7)

2,032

－

－

Accrued income

467

(9)

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Affiliate

Nomura Global Financial
Products Inc.

(Owned)Guarantee
indirectly 100% obligation
Concurrent
officers

Nomura Europe Holdings plc(Owned)directly 100%

Nomura Financial Products &Services, Inc.

(Owned)directly 100%

Guarantee obligation
Guarantee fee received

Loans receivable

－

－

605

Accrued income

543

452,496446,846

500,378

Interest received

19,951Long-term loans
receivable fromsubsidiaries andaffiliates
Accrued income

Loans receivable Loans receivable

184,254

Short-term loans

351,000

Interest received

12,821

Accrued income

1,302

Establishment of acommitment line withsubordinated terms

350,000

Long-term loans
receivablefrom subsidiaries
and affiliates

281,480

Loans receivable

284,027－－

Commitment line
establishment fees
received

138

－

－

Loans receivable Loans receivable
Concurrent
Interest received
officers

173,997

Short-term loans

135,948

4,430

Accrued income

59

－

－

Accrued income

111－

Loans receivable

Nomura Asia Pacific Holdings
Co., Ltd(Owned)directly 100%

Nomura Singapore Limited(Owned)Guarantee
indirectly 100% obligation

Guarantee obligation

68,746

Guarantee fee received

112(Owned)directly 10.9%
indirectly
11.4%

Data processing system
usage fees paid
Software purchase32,225－18,182

Accounts payable

Nomura Research Institute, Ltd.

Purchases ofsystemsolution andconsulting
knowledge
services

(9)

(3)
2,122

5,850

(3) (4)

(5)

(3)

(9)

(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, 2023 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 amount of
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, 2023 was included in Current Liabilities, Others on the balance sheet.
(7) 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.
(8) The company participated in a secondary offering at Nomura Research Institute, Ltd. as a seller and sold aportion of the shares of common stock. The price was determined in reference to market conditions.
(9) Please see "Notes to the Balance sheet" for details. The guarantee rates for each transaction are rationallydetermined in consideration of market rates.
(10) 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.
(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, 2023 includes
consumption taxes, etc.

- 44 -

Officers and major individual shareholders
Classification

Corporation
whose
ownership ofa majority
voting interestis owned by
Director andthe close
relatives

Name of company

First Eastern （Holdings）
Limited

Proportion of
votingrights owned(owned by)None

Relationshipwith related
party

Business
Transaction
Concurrent officers

Natureof transaction
The sale of theownership ofInvestment
Partnership
Total amountsold
Gains on the saleTransaction
amounts(millions of yen)

Name ofaccount

Balance as ofMarch 31,2023
(millions of yen)

103

-

-

103

-

-

Notes

(1)

Terms of transactions, policies determining terms of transactions, etc.
────────(1) Victor Chu, an outside Director of the company, owns direct voting rights of 92%. Total consideration is
discussed and agreed between the parties, considering net asset value of investment partnership.

- 45 -

[Notes to Per Share Data]
Net assets per share .............................................................................................................
Net income per share ...........................................................................................................

858.21 yen
57.95 yen

[Notes to Material Subsequent Event](Grant of Restricted Stock Units)
On May 15, 2023, the Company passed a resolution to grant Restricted Stock Units (“RSUs”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc. The number of RSUs is84,295,700 units (84,295,700 shares equivalent). RSUs are to deliver shares of common stock of the Company tograntees from one year to the maximum of seven years after the RSUs are granted.
(Treasury Stock Buyback)On April 26, 2023, the Board of Directors of the Company approved a resolution to set up a share buyback
program, pursuant to the company’s articles of incorporation set out in accordance with Article 459-1 of theCompanies Act of Japan.
(1)Reason to buyback treasury stocks
To use the acquired treasury stock to raise capital efficiency and ensure a flexible capital management policy,
and to deliver as stock-based compensation.
(2) Contents of Buyback
1) Type of stock to be purchased
Common Stock2) Total number of stocks to be purchased
Upper limit of 35,000,000 shares (1.1% of outstanding shares)
3) Total amount of stocks
Maximum of 20,000 million yen
4) Term
May 16, 2023 to March 29, 2024
(Excluding the ten business days following the announcement of quarterly operating results)5) Method
Purchase on the stock exchange via a trust bank
(The details of the trust agreement, including the timing to start the buyback, will be decided separately bya Representative Executive Officer or the CFO.)(Treasury Stock cancel)
On April 26, 2023, the Board of Directors of the Company approved that it has resolved to cancel a part of its
own shares in accordance with Article 178 of the Companies Act of Japan.
(1) Contents of cancel
1) Type of stock to be cancelled
Nomura Holdings common stocks
2) Total number of stocks to be cancelled
70,000,000 shares (Approximately 2% of outstanding shares)
3) Scheduled cancellation dateJune 1, 2023

- 46 -