To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
My name is Satoshi Arai. I’m President and Representative Director and Group CEO.
The fiscal year ended March 31, 2024, was a year that could be described as a significant turning point
for Japan’s economy, with rises in both the price of goods and wages gaining momentum, the Bank ofJapan terminating its negative interest rate policy, and so forth.
For our Group, the business environment was positive overall, mainly due to the continued boom indemand for residential condominiums and properties developed for sale.
In this environment, we continued our initiatives earnestly while taking care to stay aligned with ourcustomers’ needs, and for the fiscal year ended March 31, 2024, we achieved record-highs for net sales,business profit and profit.
On the subject of dividends to our shareholders, we have raised payments for 12 consecutive years, andplanning to place even greater emphasis on dividends going forward, we have newly decided on a policy
aiming for both growth and stability. We are constantly striving to meet the expectations of ourshareholders.
Looking forward, we expect the significant changes to the business environment will continue,
particularly with respect to the rising construction cost and cost of labor. However, to realize our 2030
Vision, “Be a ‘Life & Time Developer,’ as never seen before,” we will continue under our Group Visionof “New Value, Real Value” to work hard to take on challenges and transform.
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEO
Satoshi Arai

–1–Our Group Vision

New Value, Real Value
2030 Vision

Be a “Life & Time Developer,” as never seen before
Nomura Real Estate Group has always connected closelywith customers’ lives and time, through real estate development
and real estate-related services.
Now, as we confront various social issues,
as well as diversified lifestyles and values,
we must change ourselves.
To enrich people’s respective lives
and every moment of their time,
we will transform ourselves into a “Life & Time Developer”
that creates new, significant values on a global scale.

Action Guideline
Client-first approach
Creating new value based on original ideas
Always being a challenger
Acknowledging our growth with society
Working with vigor and achieving wellness–2–The Future of Nomura Real Estate GroupThe business environment in which our Group operates is changing daily and becoming more complex
and uncertain with the diversification of people’s lifestyles and values and the accelerating progress ofdigitalization. In consideration of such an environment and with a view to realizing sustainable growth
based on Group Vision of “New Value, Real Value,” the Group has formulated the Nomura Real EstateGroup 2030 Vision “Be a ‘Life & Time Developer,’ as never seen before” and our sustainability policy“Earth Pride” (vision for 2050). We have also set financial targets, priority issues (materiality), and key
performance indicators (KPIs) with the goal of reaching our targets by 2030 (the fiscal year ending
March 31, 2031).

–3–

Targets for 2030 (fiscal year ending March 31, 2031)

Financial targets

Key performanceindicators (KPIs)
for achieving
priority issues

ProfitBusiness profit:

Capital efficiency

ROE:

Shareholder returns

Payout ratio:¥180.0 billion or more

10% or more
40% level

Active participation by Female manager andjunior manager ratio:
women

20%

Childcare leave
utilization rate by men
and women:

100%

Diverse workstyles

CO2 emissions reduce(Compared to FY20/3)

Scope 1, 2:

Reduce by 35%

Scope 3:

Reduce by 35%–4–

Aiming for High Profit Growth
Through further expansion of domestic real estate development business (Residential Development
Business Unit and Commercial Real Estate Business Unit), high profit growth in the service management
field (Investment Management Business Unit, Property Brokerage & CRE Business Unit, and Property &Facility Management Business Unit), and steady growth in overseas business, we aim for high profit
growth at an average annual business profit growth rate of 8% over the nine-year period of the mid- tolong-term business plan.
Based on the plan, we achieved a profit increase for two consecutive years in the fiscal year ended March
31, 2023 and the fiscal year ended March 31, 2024. In the fiscal year ending March 31, 2025, we expect
to also record our highest profit, achieving business profit of ¥118.0 billion, which is higher than ¥115.0
billion, the target in the Mid- to Long-term Business Plan.
Trends in annual average business profit (Billions of yen)

(Note)

Business profit = operating profit + share of profit (loss) of entities accounted for using equity
method + amortization of intangible assets associated with corporate acquisitions + gain or loss
on sale of equity interest in project companies (*1) in the Overseas Business Unit
*1 They refer to SPCs, etc. which are mainly engaged in holding/development of real estate.
*2 “Gain or loss on sale of equity interest in project companies in the Overseas Business
Unit” will be added to the existing definition of business profit.
The change to this definition will be applied from the fiscal year ending March 31, 2025.

–5–

PointCommercial
Real Estate

Further Expansion of Domestic Real Estate Development Business (Commercial
Real Estate Business Unit)
We view the changes in our environment as a business opportunity, and aim to increasedevelopment profits by expanding development of diverse asset types such as office buildings,
logistics facilities, and commercial facilities. We also expect to increase rental revenues through thecompletion and operation of large-scale development projects such as the Shibaura Project and the
Nihonbashi 1-chome Central District Redevelopment.
Promote large-scale development

Development of diverse asset types

Rendering image of Shibaura Project

Point
Overseas

Steady Growth in Overseas BusinessIn addition to the housing sales business in fast-growing Asian cities, we aim to expand the volume
of our income-producing real estate development business in Asia and advanced countries, so thatoverseas operations will account for at least 15% of the Group’s business profit by the fiscal year
ending March 31, 2031.

MITSUKOSHI BGC / The Seasons Residences(Philippines)–6–Integrated Forest Management Project in TokyoAs part of the Integrated Forest Management Project in Tokyo, the Group owns approximately 130 hectares offorest in Okutama Town, Tokyo and is working with a variety of co-creation partners to promote growing
sustainable forests for local production and local consumption as a field for biodiversity initiatives, which theGroup has identified as one of its “Priority issues (materiality) for 2030.” This project began in 2022, and hasreceived domestic and international certifications in recognition of its biodiversity protection and sustainable forest
management (see next page for details).

–7–

Certifications received by Tsunagu Mori

In June 2023, Tsunagu Mori was certified by the“SGEC (Sustainable Green Ecosystem Council)” andthe international mutual certification organization“PEFC (Programme for the Endorsement of Forest
Certification)” as a forest where biodiversity protection
and sustainable forest management are being practiced.

Tsunagu Mori was certified as a “site coexisting withnature” under the initiative of the Ministry of theEnvironment, toward the achievement of “30 by 30” (agoal to protect at least 30% of land and sea areas by2030), which was adopted as a global target at COP15
in December 2022.

Use of wood from Tsunagu Mori
Since trees absorb and store atmospheric CO2 throughphotosynthesis, their use as building materials is
conducive to long-term carbon storage. The Group has
set a carbon storage target of 10,000 t of CO2/year fixedin buildings as a performance indicator (KPI) for its
climate change measures, and is actively working on
development of timber-based buildings.
As part of this, the Company is promoting the use oftimber sourced from Tsunagu Mori in its operations.

Used as flooring material for the Company’s Office inHamamatsucho Building

Planned for use in the interior materials of the Shibaura
Project, to which the Company will relocate its headquarters–8–

The Group’s Main TOPICS for
FY2024

From April 2023 to March 2024

2023
April
May
June
July 50 years of history come to an end

Nakano Sunplaza was closed.
(Nakano 4-chome Shin North Exit Station Front
District Category 1 Urban Redevelopment)

Held a grand opening for MITSUKOSHI BGC(Philippines)
Local event held

August Opened the OUKAS Setagaya Sengawa on August 20, 2023

September 60th anniversary of the condominium business and 20th
anniversary of the launch of PROUD
Customer appreciation event held

October Received Good Design Award for the 22nd consecutive year (Nomura Real Estate)
Okutama Town Tsunagu Mori certified as a “site coexisting with nature” toward 30 by
30
November Completed construction of wooden sustainable office“Nomura Real Estate Tameike-Sanno Building”

PRIDE Index: Six companies in the group received awards(Gold award received for the first time)*For details, please see page 45.

–9–December Decided the acquisition of the shares of UDS Ltd.

2024
January Nomura Real Estate Group TV commercial broadcast

February
March Nomura Real Estate Holdings selected as a “Health Management Brand” for the firsttime.

– 10 –

Summary of Each Business Unit

Residential Development
Business Unit

Commercial Real EstateBusiness Unit

Overseas Business Unit

Operating revenue

Operating revenue

Operating revenue

351.8 billion¥

Year on year comparison

Year on year comparison

16.3% up

12.3% up¥223.7 billion

4.6 billion¥

Year on year comparison

31.8% down

Business profit

Business profit

Business profit¥

40.8 billion¥

49.9 billion¥

Year on year comparison

Year on year comparison

22.5% up

26.4% up(0.3) billion

Year on year comparison¥

7.6 billion down

Investment Management
Business Unit

Property Brokerage &CRE Business Unit

Property & Facility
Management
Business Unit

Operating revenue

Operating revenue

Operating revenue

14.3 billion

49.5 billion

108.1 billion

¥

¥

¥

Year on year comparison

Year on year comparison

Year on year comparison

5.3% up

4.0% up

2.6% upBusiness profit

Business profit

Business profit¥

13.4 billion¥

Year on year comparison

Year on year comparison

Year on year comparison

6.0% up

2.7% down

2.1% up

8.5 billion¥– 11 –

10.0 billion

Trends in operating results and financial indicators for most recent five fiscal years*1 Business profit = operating profit + share of profit (loss) of entities accounted for using equity method + amortization of
intangible assets associated with corporate acquisitions*2 ROA = Business profit / Total assets during period (average)*3 ROE = Profit attributable to owners of parent / Equity during period (average)– 12 –

Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the20th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail.

To: Shareholders(Code: 3231)
Date of sending by postal mail: May 31, 2024
Start date of measures for electronic provision: May 23, 2024
Satoshi Arai
President and Representative Director
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 20th Ordinary General Meeting of Shareholders

We are pleased to announce the 20th Ordinary General Meeting of Shareholders of Nomura
Real Estate Holdings, Inc. (the “Company”), which will be held as described on page 15.
When convening this General Meeting of Shareholders, the Company takes measures forproviding information that constitutes the content of Business Report, Consolidated and Nonconsolidated Financial Statements, etc. (items subject to measures for electronic provision) in electronic
format, and posts this information on the following websites. Please access one of the websites below byusing the Internet address shown below to review the information.
If you are unable to attend the meeting in person, you may exercise your voting rights by mailor electronic method (via the Internet, etc.). Please review the attached reference documents for the
General Meeting of Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 20(Thursday), 2024.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposals on the proxy card sent together with thisConvocation Notice, and return it so that it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” on page 18, andenter your approval or disapproval for the proposals listed thereon before the deadline stated above.

– 13 –

Websites Posting Electronic Provision Measure Matters
The Company’s website:
https://www.nomura-re-hd.co.jp/english/ir/stock_information/generalMeeting.html
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/3231/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “Nomura Real Estate
Holdings, Inc.” in “Issue name (company name)” or the Company’s securities code “3231” in “Code,”and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access”
under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting]”).

– 14 –

Description
1. Date and Time:

Friday, June 21, 2024, at 10:00 a.m.

2. Place:

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

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 20th term (from April 1, 2023
to March 31, 2024); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee

Matters to be Resolved:
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 2: Election of Two (2) Directors as Audit & Supervisory Committee
Members
Proposal No. 3: Revision of Amounts of Compensation, etc. for Directors as Audit &Supervisory Committee Members
4. Handling the Exercising of Voting Rights:(1) If you exercise your voting rights twice through voting by mail and by electronic method (via theInternet, etc.), we will deem the vote cast by electronic method to be the effective one.
(2) If you exercise your voting rights through electronic method (via the Internet, etc.) multiple
times, only the last vote cast shall be deemed effective.
(3) If you exercise your voting rights in writing and fail to indicate your approval or disapproval toeach proposal, it will be deemed that you indicated your approval.

– 15 –

How we are dealing with the commencement of the system for providing informational materials forthe general meeting of shareholders in electronic format*In accordance with the system for providing informational materials for the general meeting ofshareholders, the method of shareholders’ viewing reference materials for the general meeting ofshareholders has, in principle, changed to the website. Shareholders wishing to be provided withreference materials for the general meeting of shareholders in paper format must contact theadministrator of the registry of shareholders of the Company, or their securities company, by the record
date for the exercise of voting rights, and perform the “Request for Delivery of Paper-Based
Documents” procedure.
*Shareholders will be sent this notice of convocation, which includes the website containing
informational materials for the general meeting of shareholders, and details of how the general meetingof shareholders will be hosted, among other matters. This notice of convocation also includes referencematerials for the general meeting of shareholders to enable shareholders to check the details of mattersto be resolved.
*Shareholders who have requested the delivery of paper-based documents will receive a document
stating the items provided in electronic format in addition to this Convocation Notice. In accordancewith laws and regulations and the Articles of Incorporation, the document does not include thefollowing matters:
1) “Principal businesses,” “Principal business offices of major subsidiaries” of “Principal businessoffices,” “Share acquisition rights, etc.” and “System to ensure the appropriateness of operations
and the operational status of that system” of the business report;
2) “Consolidated statement of changes in shareholders’ equity” and “Notes to consolidated financial
statements” of consolidated financial statements; and3) “Non-consolidated statement of changes in shareholders’ equity” and “Notes to non-consolidated
financial statements” of non-consolidated financial statements.
*The above matters are posted on each of the websites listed on page 14. Also, with respect to the above
matters, when the Audit & Supervisory Committee prepared the audit report, it audited 1) through 3) aspart of the attached documents, and when the Accounting Auditor prepared the audit report, it audited 2)
and 3) as part of the attached documents.
*If the items provided in electronic format are amended, a notice will be posted on each of the websites
listed on page 14 showing the content before and after the amendment.
Requests and Guidance to Shareholders*When attending the meeting in person, please present the proxy card sent together with thisConvocation Notice at the reception desk. A handout indicating all the items provided in electronic
format will be provided to shareholders who attend the meeting at the reception desk.
*We are receiving questions from shareholders in advance. Please refer to “Information on Receiving
Questions in Advance” below for details.
*For attendees in wheelchairs, the venue has a dedicated space.
*Only shareholders who require assistance or interpretation (including sign language interpretation) may
be accompanied by a helper or interpreter (their words and actions are limited to those as a helper orinterpreter within the venue). If you wish to be accompanied by such a helper or interpreter, pleasecontact the reception on the date of the meeting.
*We are planning to film the meeting on the date of the meeting. Please note that although the video will
be shot from the back of the venue, the camera might unavoidably catch shareholders in attendance.
*If any change occurs in the information described in this Notice of Convocation by the date of themeeting, we will provide information about such changes on our website below, so please check theinformation provided.
The Company’s website:
https://www.nomura-re-hd.co.jp/english/ir/stock_information/generalMeeting.html– 16 –

Guide to Exercising Voting Rights
Voting is an important right for shareholders as it provides them with the opportunity of participation
with respect to management. We invite you to participate in the management of the Company.
Please review the attached reference documents for the General Meeting of Shareholders (pages 29 to43), and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
If you are attending the General Meeting of Shareholders:[Attending the Meeting]Time and Date: 10:00 a.m. on June 21, 2024
Place: Meiji Kinenkan, Fuji room (2nd floor), 2-2-23 Motoakasaka, Minato-ku, Tokyo
Please present the proxy card sent together with this Convocation Notice at the reception desk.
If you exercise your voting rights in advance:[Exercise by Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 20, 2024
Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and returnit.
[Exercise via the Internet, etc.]
Exercise Due Date: No later than 5:40 p.m. on June 20, 2024
For details, please refer to the next page.
For institutional investors
Nominal shareholders such as management trust banks (including standing proxies) who have appliedin advance for the use of the electronic voting platform operated by ICJ, Inc. may use such platform in
addition to the aforementioned method of exercising voting rights via the Internet as a method forexercising voting rights electromagnetically.
Introducing “Notice of Convocation via Smartphone” service
Convocation notices are now more accessible – even on your smartphone!
With the purpose of enriching the communication with our shareholders, we offer “Notice ofConvocation via smartphone” service, where you can browse the Notice of Convocation and its related
information, as well as exercising your voting rights conveniently.
[How to access “Notice of Convocation via Smartphone”]
You can access by visiting https://p.sokai.jp/3231/ (in Japanese) (please input the characters in single
digits)This service is a non-mandatory service with the purpose of improving our shareholders’ convenience.
Please note that depending on your device or communication environments, you may not be able tobrowse the contents. If you exercise your voting rights via this service, please refer to the instruction
on page 18 of this document.

– 17 –

Guide to Exercising Voting Rights via the Internet, etc.
Recommended method:Via smartphone
Step 1: Please scan the 2D code printed on the proxy card.
Step 2: Indicate your approval or disapproval by following the instructions on the screen.
* If you wish to exercise your voting rights without using 2D Code, please refer to the “Via computer.”

Via computer
Step 1: Access the Website for Exercising Voting Rights.
https://evote.tr.mufg.jp/ (in Japanese)
Step 2: Enter the “Log-in ID and Temporary Password,” which are printed on the enclosed proxy card.
Step 3: Indicate your approval or disapproval by following the instructions on the screen.
Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC or a smartphone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 a.m. – 9:00 p.m.)
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
*
The website for exercising voting rights is not operational from 2:30 a.m. to 4:30 a.m. due tomaintenance and inspection.
*
If you exercise your voting rights more than once by mail and via the Internet, only the vote cast via
the Internet shall be deemed effective.
*
If you exercise your voting rights via the Internet multiple times, only the last vote cast shall bedeemed effective.
*
The website for exercising voting rights may be unavailable depending on certain Internet settings,
or depending on the service to which you are subscribed or the model of the device you use toaccess the website.
*
Any costs including Internet connection fees and communication charges that might be required toaccess the website for exercising voting rights shall be borne by the shareholder.

– 18 –

Information on Receiving Questions in Advance
We will accept questions from shareholders about the matters to be reported and the matters to beresolved at the 20th Ordinary General Meeting of Shareholders over the Internet beforehand.
Please send any questions you have via the website below.
URL for the website for receiving questions in advance[Questions received from 9:00 a.m. on May 31 (Fri) until 5:40 p.m. on June 14 (Fri), 2024]

https://krs.bz/nomura-re/m/gm_q (in Japanese)* Please understand that we are unable to separately answer questions asked in advance.
* Questions not covered in the general meeting will be used for future reference.
We plan to publish in succession a “video of the proceedings of the General Meeting of Shareholders”
and a “summary of the questions at the General Meeting of Shareholders” on the Company’s website
by early July.
https://www.nomura-re-hd.co.jp/ir/stock_information/generalMeeting.html (in Japanese)* The above “video of the proceedings of the General
Meeting of Shareholders” will exclude the questions
and answers.

– 19 –

Key issues for shareholders exercising their voting rights
Skills Matrix of Directors
The composition of the Board of Directors if Proposal No. 1 and Proposal No. 2 are approved inthis Ordinary General Meeting of Shareholders, and fields in which the Group holds expectations foreach of them as Directors are outlined on the pages 21 to 22.
• Reasons for selecting each skill

Corporate management

We believe that knowledge and experience in all aspects of corporate
management are necessary to formulate and implement mid- to longterm business strategies in the midst of a drastically changing businessenvironment.

Finance & Accounting

We believe that knowledge and experience in the fields of finance andaccounting are necessary to achieve accurate financial reporting, build
a solid financial foundation, promote investment for growth, andenhance shareholder returns.

Legal and compliance

We believe that knowledge and experience in the legal and compliancefield are necessary because risk management based on law andcompliance is the foundation for sustainable growth.

We believe that a wealth of knowledge and experience in real estateand construction are necessary to realize “unique value creation based
Real estate and construction
on our development capability” as described in our mid- to long-termbusiness plan.
Overseas businessWe believe that knowledge and experience in overseas business,
lifestyles, cultures, and environments are necessary to promote andsupervise overseas business, which is positioned as a growth area.

ICT and digital

We believe that knowledge and experience in the ICT and digital fields
are necessary to create new value and promote productivity
improvements in each business by leveraging digital technology.

Sustainability and D&I

We believe that knowledge and experience in sustainability andpersonnel strategy are necessary to realize our sustainability policy andbuild and promote personnel strategy.

– 20 –

Key issues for shareholders exercising their voting rights
List of Directors and the fields in which the Group expects Directors*1
Number of
Position in the Company
meetings of
Audit &(To be selected by the Board of Directors Board of Supervisory Term offollowing this General Meeting of
Directors Committee
officeShareholders)attended
Member
(20th term)

Name

Eiji Kutsukake

Reelection
Non-executive

Satoshi Arai

Chair and Director

13/13

–

10 yearsReelection

President and Representative Director,
and Chief Executive Officer

13/13

–

2 years

Daisaku Matsuo

Reelection

Executive Vice President andRepresentative Director

13/13

–

3 years

Makoto Haga

Reelection

Executive Vice President andRepresentative Director

13/13

–

7 years

Hiroshi Kurokawa

Reelection

Director and Executive Officer

13/13

–

3 years

Chiharu Takakura

Reelection
External Director
Independent Director

External Director

10/10*2–

1 yearYoshinori
Yamashita

New election
External Director
Independent Director

External Director

–

–

–

Hiroyuki Kimura

Director (Full-time Audit & Supervisory
Committee Member)

13/13

•

3 years

Yasushi Takayama

Director (Full-time Audit & Supervisory
Committee Member)

13/13

•

5 years

Yoshio Mogi

External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

13/13

•

5 years

Akiko Miyakawa

External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

13/13

•

5 years

Tetsu Takahashi

Reelection
External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

13/13

•

4 years

Aogi Suemura

New election
External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

–

•

–

*1 The above list is based on the assumption that Proposal No. 1 and Proposal No. 2 are approved as originally proposed.
*2 The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 23, 2023 is shown.

– 21 –

Skills Matrix
GenderCorporate
management

Finance &Accounting

Legal andcompliance

Real estate
andconstruction

Overseasbusiness

ICT anddigitalSustainability
and D&I••

Eiji Kutsukake

Male

•

•

Satoshi Arai

Male

•

•

Daisaku Matsuo

Male

•

Makoto Haga

Male

•

•

•

•

Hiroshi Kurokawa

Male

•

•

•

•

Chiharu Takakura

Female••Yoshinori
Yamashita

Male

•

•

Hiroyuki Kimura

Male

•

Yasushi Takayama

Male

Yoshio Mogi

Male

Akiko Miyakawa

FemaleTetsu Takahashi

Male

Aogi Suemura

Female

*
*

•

•

•

•

•
•

•

•

•
•

•

•

•

•

•

•

•

•

•

•
•

•

Not all knowledge, experience, etc. is indicated.
Based on current and past positions, term of office, etc.
External Director
External Director as defined in Article 2, Item 15 of the Companies Act.
Directors who are to be reported as independent directors/auditors to the domestic stock exchanges on
Independent Director
which the Company is listed.
Directors who do not concurrently serve as executive Directors, Executive Officers or employees ofNon-executive
the Company or its subsidiaries.

– 22 –

Key issues for shareholders exercising their voting rights
Corporate Governance System
The outline of corporate governance system if Proposal No. 1 and Proposal No. 2 are approved in thisOrdinary General Meeting of Shareholders is as follows.
Characteristics of the Company’s corporate governance system

•
•
•
•
•
•

Company with Audit & Supervisory Committee
Chairman of the Board of Directors is a non-executive Director
Out of 13 Directors, six are Independent External Directors
Established the Advisory Committee Relating to Nominations and Compensation
Chairman of the Advisory Committee Relating to Nominations and Compensation will be appointed
from Independent External Directors
Majority of the members of the Audit & Supervisory Committee and the Advisory Committee
Relating to Nominations and Compensation are Independent External Directors
1

Board of Directors

The Board of Directors ensures the fairness and transparency of management by fully supervising
management, and makes the best decisions for the Company through important business execution
decisions, etc.

2Internal Directors

External Directors

7

6Percentage of External Directors
on the Board of Directors

46% (6)

Audit & Supervisory Committee

The Audit & Supervisory Committee performs audits utilizing the Company’s internal control system
and receives regular reports from the internal audit department on the implementation status and resultsof internal audits. When necessary, the committee may request a report to Directors, Executive Officers,
or business execution departments of the Company and Group companies.

3

Internal Directors

External Directors

2

4Percentage of External Directors
on the Audit & Supervisory
Committee

66% (4)Advisory Committee Relating to Nominations and Compensation

The Advisory Committee Relating to Nominations and Compensation is to discuss matters related topolicies, such as those for the nomination and compensation of members of the Board of Directors andExecutive Officers, the successor plan and training, and report the outcome to the Board of Directors.
Internal Directors

External Directors

1

3

Percentage of External Directors
on the Advisory Committee
Relating to Nominations andCompensation

75% (3)– 23 –

* Chairman of the Advisory Committee Relating to Nominations and Compensation will be appointed
from Independent External Directors– 24 –

Key issues for shareholders exercising their voting rights
Compensation Plan of Directors
Regarding the compensation plan of Directors
The Company’s compensation of Directors consists of fixed compensation, comprising base compensation,and variable compensation, comprising bonus and share-based compensation.
The amount of base compensation is determined in accordance with the role and position as a Director, andthe amount of bonus is determined by taking performance in the relevant business year and other factors into
consideration. Share-based compensation consists of a performance-linked portion and a non-linked portion.
Monetary compensation
Base compensation

Bonus(Fixed compensation)(Variable compensation)

Share-based compensation
Performance-linked
Non-linked portion
portion(Variable compensation) (Variable compensation)

Regarding the categories of compensation for Directors
Compensation category
Fixedcompensation

Base compensation

Bonus

Variablecompensation
Share-based
compensation (PS)

Share-based
compensation (RS)Policy for determining each type ofcompensation
Determined in accordance with the role andposition as a Director
Determined based on consolidated businessprofit and other business performance andindividual assessments. Individual
assessments take into account the status of
implementation of both single-year
measures and medium- to long-term
measures, etc., which cannot be measured
by financial performance figures alone

For the performance-linked portion, theCompany uses “Performance Share (PS)”compensation to incentivize medium- tolong-term performance improvements,
under which it delivers and pays out theCompany’s shares and an amountequivalent to the conversion price of theCompany’s shares three years after the startof each business year
For the non-linked portion, the Company
uses “Restricted Stock (RS)” to incentivize
long-term contributions and enhancementof corporate value, under which delivery,
etc. can be deferred until the Director’s
retirement– 25 –

Criteria for evaluation
Granted on the basis of role andposition
Determined based on
consolidated businessprofit
Status of implementationof single-year measuresand medium- to longterm measures, etc.

Assessment is also
conducted based on nonfinancial indicators(sustainability factors,
etc.)

Performance-based evaluation
after 3 years(Evaluation indicators: businessprofit, ROE)

Granted on the basis of position

Eligibility by compensation category
Fixed compensation

Variable compensation
Share-based compensation
PS
RS
◯
◯
◯
–

Base compensation

Bonus

◯
◯

◯

◯

–

–

◯

◯

–

–

–

Director and Executive Officer
Chair and Director
External Director (excluding
Audit & Supervisory
Committee Member)
Director (Audit & Supervisory
Committee Member)–

Regarding the content of resolutions of the general meeting of shareholders
Eligible Directors

Directors(excluding
Directors as
Audit &
Supervisory
Committee
Members)

Type of compensation

Maximum amount of compensation, etc.

Date ofresolution

Base
compensation¥550 million per year

June 26, 2018

Money
Money (bonus)

Variablecompensation

Shares, etc.

Maximum amountof money to becontributed by theCompany
Maximum numberof shares to bedeliveredtoDirectors

Over three business years¥1,650 million (inc. up to¥990 million per External
Director)
Over three business years
672,000 shares (inc. up to
4,030 shares per External
Director)

June 24, 2022

Directors as
Audit &
Base
Supervisory
Money¥170 million* per year
June 23, 2020
compensation
Committee
Members* If Proposal No. 3 is approved without changes in this Ordinary General Meeting of Shareholders, the maximum amount ofcompensation will be ¥180 million per year.

– 26 –

The President of the Company will answer questions that we believe are ofinterest to our shareholders.
Q1.

Please talk about the progress of the Mid- to Long-term Business Plan.

Business profit for the fiscal year ending March 31, 2025, which is the final year of Phase I (fiscal
year ended March 31, 2023 to fiscal year ending March 31, 2025) of the Mid- to Long-term Business
Plan, is forecast to be ¥118.0 billion, which is higher than ¥115.0 billion, the target in the Mid- toLong-term Business Plan, marking a record high. Accordingly, in the Phase I period, the annual
average business profit growth rate is expected to be 8.4%, exceeding the target “annual average
growth rate at 8% level.”
In addition, we made investments of approximately ¥900.0 billion in the cumulative total of the fiscal
year ended March 31, 2023 and the fiscal year ended March 31, 2024 for growth from Phase II
onward. In the fiscal year ending March 31, 2025, we expect to make investments of approximately¥650.0 billion, including the Shibaura Project, and the total investment amount in Phase I is
anticipated to exceed ¥1.5 trillion. While growing profit, we have also been proceeding withinvestments that will be a source of profit in the future at the same time.
Q2.

Please explain the Company’s stance to the promotion of DX.

As presented in the Mid- to Long-term Business Plan, the Company has been promoting initiatives
through DX as one of means to create value toward realizing the Nomura Real Estate Group’s 2030
Vision “Be a ‘Life & Time Developer,’ as never seen before.”
Viewing changes in the business environment through evolution of digital technologies as a chance for
expansion into new business domains, through the promotion of DX, the Company will work on theprovision of new products and services that enrich Life and Time of customers in addition to theimprovement of productivity in existing businesses.
The Company has obtained certification as a “DX Certified Company” by the Ministry of Economy
Trade and Industry, which can be received by business operators that are ready for the promotion of
DX by formulating a vision to DX and having a strategy and system in place.
Q3.

What are your thoughts on management that is conscious of the cost of capital and stock
price?

The Company has been practicing management conscious of the cost of shareholders’ equity and shareprice based on the Mid- to Long-term Business Plan, which was formulated in April 2022. We believethat shareholders expect us to achieve high profitability of capital (ROE) that exceeds 7% to 8% ofcapital cost, profit growth over the medium to long term, and high shareholder returns. To respond to
this expectation, we will realize ROE at 10% or more, an annual average profit growth rate at 8%
level, and high shareholder returns (total return ratio: 40% to 50%, payout ratio: 40% level).
Furthermore, from the fiscal year ending March 31, 2025, based on our intention to place moreemphasis on dividends in shareholder returns, we have introduced a policy of setting DOE (annual
dividend / average equity during period) of 4% as the lower limit with regard to annual dividend.
Under this policy, we will present stability of dividends to shareholders, and then continue to
implement high shareholder returns.
Q4.

What makes the Company’s corporate governance special?

The Company’s basic policy for corporate governance is to manage and supervise business activities
of group companies as the holding company with the aim of maximizing the corporate group value
while taking into account interests of shareholders and other stakeholders, and at the same time, strive
to establish a highly transparent management system.
To promote corporate governance based on this policy, the Company transitioned to a company with
an Audit & Supervisory Committee in 2015, and established the Advisory Committee Relating toNomination and Compensation as an optional committee in 2016. In addition, we believe it isimportant for the Board of Directors to hold multilayered discussions from the perspective of abundantcorporate management experience and diverse expertise, etc. Therefore, we have nominated Directors– 27 –

who not only have highly specialized financial and legal expertise, but also knowledge of overseas
business, ICT and digital, and sustainability and D&I. Moreover, we have nominated Independent
External Directors who play a role in appropriately expressing opinions of stakeholders from an
independent standpoint, in order to strengthen the supervisory function of the Board of Directors.

– 28 –

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)

The term of office of all of the six (6) Directors (excluding Directors as Audit & Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, we would like you to elect seven (7) Directors.
The terms of office of Directors elected at this Ordinary General Meeting of Shareholders shallbe until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2025.
Nomination of the candidates for Director has passed through the deliberation process of theAdvisory Committee Relating to Nominations and Compensation, a majority of whose members are
Independent External Directors.
Also, the Audit & Supervisory Committee has expressed the opinion that this proposal isappropriate and there are no matters of concern.
The candidates for Director are as follows.

No.

*

Current Positionin the Company

Name

1

Eiji Kutsukake

2

Reelection
Non-executive

Number ofmeetings ofBoard ofDirectors
attended(20th term)

Chair and Director

13/13

Satoshi Arai

Reelection

President and Representative
Director, and Chief Executive
Officer

13/13

3

Daisaku Matsuo

Reelection

Executive Vice President andRepresentative Director

13/13

4

Makoto Haga

Reelection

Executive Vice President andRepresentative Director

13/13

5

Hiroshi Kurokawa

Reelection

Director and Executive Officer

13/13

6

Chiharu Takakura

Reelection
External Director
Independent Director

External Director

10/10*

7

Yoshinori Yamashita

New election
External Director
Independent Director––

The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 23, 2023 is shown.

– 29 –

Reelection Non-executive

No.

Eiji Kutsukake

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
51,000 shares
13/13 (100%)
10 years

Apr. 1984 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2007 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2009 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2011 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2012 Executive Managing Director of Nomura Holdings, Inc.
Aug. 2012 Deputy President of Nomura Securities Co., Ltd.
Apr. 2013 Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2014 Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Representative Director and Executive Vice President of Nomura Real Estate Holdings, Inc.
Jun. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc.
Apr. 2017 Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Apr. 2023 Chair and Director of Nomura Real Estate Holdings, Inc. (present)
Director of Nomura Real Estate Development Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Eiji Kutsukake has extensive business and management experience in the Nomura Group as well as
experience as President and Chair of the Company. He has been nominated as a candidate for Director
because it is expected that he will continue contributing to strengthening the supervisory function of theBoard of Directors and achieving sustained growth and increased corporate value of the Company bydrawing on his substantial management experience and knowledge. If he is elected, the Company willcontinue to designate him as a non-executive Director.
Notes:
1. There is no special conflict of interest between Eiji Kutsukake and the Company.
2. The Company has entered into an agreement with Eiji Kutsukake to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Eiji Kutsukake isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 30 –

Reelection

No.

Satoshi Arai

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(June 3, 1965)
7,600 shares
13/13 (100%)
2 years

Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2011 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2014 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2017 Senior Managing Director of Nomura Holdings, Inc.
Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2019 Representative Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2022 Director of Nomura Real Estate Development Co., Ltd.
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2022 Executive Vice President and Director of Nomura Real Estate Holdings, Inc.
Apr. 2023 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc. (present)
Chair and Representative Director of Nomura Real Estate Development Co., Ltd. (present)
Responsibilities
Group CEO
Significant Concurrent Positions
Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Satoshi Arai has extensive business and management experience at the Nomura Group as well as
experience as Executive Vice President and President of the Company. He has been nominated as a
candidate for Director because it is expected that he will continue contributing to strengthening thesupervisory function of the Board of Directors and achieving sustained growth and increased corporate
value of the Company by drawing on his substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Satoshi Arai and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Satoshi Arai is
approved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 31 –

Reelection

No.

Daisaku Matsuo

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: October 18, 1964)
23,500 shares
13/13 (100%)
3 years

Apr. 1988 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2018 Executive Officer of Nomura Real Estate Holdings, Inc.
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,Ltd.
Apr. 2021 Executive Vice President of Nomura Real Estate Holdings, Inc.
President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Jun. 2021 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Responsibilities
Group COO
Significant Concurrent Positions
President and Representative Director, and Chief Executive Officer of Nomura Real Estate Development
Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Daisaku Matsuo has extensive business and management experience at the Group as well as experience as
Executive Vice President of the Company. He has been nominated as a candidate for Director because itis expected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
substantial experience and knowledge he has accumulated on property development and other operations
especially in the Residential Development Business Unit.
Notes:
1. There is no special conflict of interest between Daisaku Matsuo and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Daisaku Matsuo isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 32 –

Reelection

No.

Makoto Haga

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
28,100 shares
13/13 (100%)
7 years

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2011 Director of Nomura Real Estate Asset Management Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2017 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2020 Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,Ltd.
Apr. 2023 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Executive Vice President and Representative Director of Nomura Real Estate Development
Co., Ltd. (present)
Responsibilities
Supervisor of Management Division
Significant Concurrent Positions
Executive Vice President and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Makoto Haga has extensive business and management experience at the Group as well as experience as
Director and Executive Vice President of the Company. He has been nominated as a candidate for
Director because it is expected that he will continue contributing to strengthening the supervisory functionof the Board of Directors and achieving sustained growth and increased corporate value of the Company
by drawing on substantial experience and knowledge he has accumulated on corporate planning andfinancial and capital policies of the Group, among other operations.
Notes:
1. There is no special conflict of interest between Makoto Haga and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Makoto Haga isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 33 –

Reelection

No.

Hiroshi Kurokawa

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: February 2, 1968)
13,700 shares
13/13 (100%)
3 years

Apr. 1990 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2013 Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2015 Representative Director and Senior Managing Executive Officer of Nomura Real Estate AssetManagement Co., Ltd.
Apr. 2017 Executive Officer of Nomura Real Estate Holdings, Inc.
Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2020 Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2021 Executive Officer of Nomura Real Estate Holdings, Inc.
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,
Ltd. (present)
Jun. 2021 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Responsibilities
Business Unit Manager of Commercial Real Estate Business Unit
Significant Concurrent Positions
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Hiroshi Kurokawa has extensive business and management experience at the Group as well as experience
as Director of the Company. He has been nominated as a candidate for Director because it is expected that
he will continue contributing to strengthening the supervisory function of the Board of Directors andachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on real estate development and corporate planning, among
other operations.
Notes:
1. There is no special conflict of interest between Hiroshi Kurokawa and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Hiroshi Kurokawa isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 34 –

No.

Chiharu Takakura

Reelection
External Director
Independent Director(Date of Birth: December 22, 1959)

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–10/10 (100%)*
1 yearApr. 1983 Joined Economic Affairs Bureau of Ministry of Agriculture, Forestry and Fisheries
Aug. 1993 Joined Sanwa Research Institute Corp. (currently, Mitsubishi UFJ Research and Consulting
Co., Ltd.)
Jul. 1999 Joined Pfizer Japan Inc.
Oct. 2006 Joined Novartis Pharma K.K.
Oct. 2013 Managing Executive Officer of Nihon Tetra Pak K.K.
Jul. 2014 Corporate Fellow and General Manager of Global Human Resources Dept. of Ajinomoto Co.,Inc.
Apr. 2020 Joined ROHTO Pharmaceutical Co., Ltd.
Jun. 2020 Director of ROHTO Pharmaceutical Co., Ltd.
Jun. 2021 Outside Audit and Supervisory Board Member of NGK SPARK PLUG Co., Ltd. (currently,
Niterra Co., Ltd.)Mar. 2022 Director and Chief Human Resource Officer (CHRO) of ROHTO Pharmaceutical Co., Ltd.
Jun. 2022 Outside Director of NGK SPARK PLUG Co., Ltd. (currently, Niterra Co., Ltd.) (present)
Jun. 2023 External Director of Nomura Real Estate Holdings, Inc. (present)
Outside Director of Mitsui Sumitomo Insurance Company, Limited (present)
Significant Concurrent Positions
Outside Director of Niterra Co., Ltd.
Outside Director of Mitsui Sumitomo Insurance Company, Limited
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Chiharu Takakura has great knowledge and experience and profound insights into the promotion ofhuman capital management, etc. including human resources strategy and development, acquired during
her many years being active in important roles in the human resources division of a global company, as
well as participating on specialist committees for a governmental agency. She has been nominated as a
candidate for External Director because it is expected that by leveraging such knowledge, experience, andinsights she will continue contributing to the strengthening of the supervisory function of the Board of
Directors and corporate governance systems and the fair and highly transparent management.
Notes:
1. Chiharu Takakura is a candidate for External Director.
2. Chiharu Takakura is, at present, an External Director of the Company. Her term of office as External
Director will be one year at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has entered into an agreement with Chiharu Takakura to limit her liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If her election is approved, the Company will continue the said agreementwith her to limit her liability. The maximum amount of liability based on the said agreement, on
condition that she performs her duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
4. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Chiharu Takakura isapproved, she will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2024.

– 35 –

5.

Chiharu Takakura is an Independent Director/Auditor as stipulated under the regulations of theTokyo Stock Exchange. If her election is approved, the Company will continue to designate her as
Independent Director. In addition, a subsidiary of the Company and Takakura & Company LLC,
where Chiharu Takakura serves as joint representative, have transactions based on the conclusion ofa real estate leasing contract. However, both from the perspective of consolidated net sales of theCompany in the most recent business year and of net sales of Takakura & Company LLC, net sales
derived from the contract are negligible at less than 0.1%, which is within the Company’s
independence criteria (2% or less), and are not deemed to affect Ms. Takakura’s independence.
6. Mitsui Sumitomo Insurance Company, Limited, where Chiharu Takakura serves as an Outside
Director, received a Business Improvement Order from the Financial Services Agency of Japan(FSA) on December 26, 2023 pursuant to the Insurance Business Act as the FSA found thecompany’s conduct to be in violation of the Antimonopoly Act, inappropriate in light of the purposeof said Act, and also found underlying systemic issues (hereinafter referred to as the “Administrative
Disciplinary Action”). Although Ms. Takakura was unaware of the conduct, etc. that is subject to the
Administrative Disciplinary Action in advance, she fulfilled her responsibilities by presenting
recommendations from a viewpoint of legal compliance and a customer-oriented standpoint at theBord of Directors meetings, etc. on a regular basis, and after the Administrative Disciplinary Action
was taken, by making proposals to prevent recurrence in drastically re-examining business operations
among other measures.
*
The number of meetings of the Board of Directors held during the business year under review since
the appointment of Director on June 23, 2023 is shown.

– 36 –

No.

Yoshinori Yamashita

New election
External Director
Independent Director(Date of Birth: August 22, 1957)

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–––Mar. 1980 Joined Ricoh Company, Ltd.
Apr. 2008 President of Ricoh Electronics, Inc.
Apr. 2010 Group Executive Officer of Ricoh Company, Ltd.
Apr. 2011 Corporate Senior Vice President of Ricoh Company, Ltd.
Jun. 2012 Director and Corporate Executive Vice President of Ricoh Company, Ltd.
Jun. 2016 Deputy President of Ricoh Company, Ltd.
Apr. 2017 Representative Director and President of Ricoh Company, Ltd.
Apr. 2021 Vice Chairperson of Japan Association of Corporate Executives (present)
Apr. 2023 Representative Director and Chairperson of Ricoh Company, Ltd. (present)
Significant Concurrent Positions
Representative Director and Chairperson of Ricoh Company, Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Yoshinori Yamashita has great knowledge, experience and profound insights concerning corporate
management acquired through his many years working as a corporate manager. He has been nominated asa candidate for External Director because it is expected that by leveraging his skills and experience he willcontribute to strengthening the supervisory function of the Board of Directors and the corporate
governance structure, as well as to realizing fair and highly transparent management.
Notes:
1. Yoshinori Yamashita is a candidate for External Director.
2. If the election of Yoshinori Yamashita is approved, the Company plans to enter into an agreementwith him to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies
Act, pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability
based on the said agreement, on condition that he performs his duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Yoshinori Yamashita isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy in December 2024.
4. Yoshinori Yamashita’s role at Ricoh Company, Ltd., where he serves as Representative Director andChairperson, is primarily to supervise management, and he does not concurrently serve as an
executive officer, nor is he involved in the daily execution of business. The role of the Chairperson in
Ricoh Company, Ltd. has been carefully deliberated by the company’s Board of Directors andNomination Committee and is clearly stated in the company’s internal rules and regulations.
5. If the election of Yoshinori Yamashita is approved, the Company will designate him as Independent
Director as stipulated under the regulations of the Tokyo Stock Exchange. In addition to his role at
Richo Company Ltd., which is as stated in note 4 above, in the most recent fiscal year, even taking
into account transactions regarding the use of products arising between Ricoh Company, Ltd., andthe subsidiaries of the Company, the resulting net sales are negligible at less than 0.1% of theCompany’s criteria for determining impartiality (2% or less), whether such comparison be based on
the most recent fiscal year’s consolidated sales of the Company or that of Ricoh Company, Ltd., andtherefore Mr. Yamashita’s independence is deemed not to be compromised.

– 37 –

Proposal No. 2:

Election of Two (2) Directors as Audit & Supervisory Committee
Members

The term of office of the one (1) Director as Audit & Supervisory Committee Member will
expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect two (2) Directors as Audit & Supervisory Committee
Members.
The terms of office of the Directors as Audit & Supervisory Committee Members elected at thisOrdinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General
Meeting of Shareholders to be held in June 2026.
Nomination of the candidates for Director as Audit & Supervisory Committee Member has
passed through the deliberation process of the Advisory Committee Relating to Nominations andCompensation, a majority of whose members are Independent External Directors. The Audit &Supervisory Committee has consented to this proposal.
The candidates for Director as Audit & Supervisory Committee Member are as follows.

No.

Name

1

Tetsu Takahashi

Reelection
External Director
Independent Director

2

Aogi Suemura

New election
External Director
Independent Director– 38 –

Number of
Number ofmeetings ofmeetings of
Audit &
Current Position in Board ofSupervisory
the Company
Directors
Committee
attendedattended(20th term)(20th term)
External Director(Audit &Supervisory
13/13
12/12
Committee
Member)–––Reelection External Director

No.

Tetsu Takahashi

Independent Director(Date of Birth: October 24, 1956)

1

Shareholdings:–
Attendance at meeting of Board of Directors: 13/13 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:4 years

Apr. 1986 Registered with Tokyo Bar Association
Joined Miyakezaka Law Offices
Jul. 2003 Representative Partner of KASUMIGASEKI PARTNERS LAW OFFICE
Mar. 2006 Outside Audit & Supervisory Board Member of Apple Japan Co., Ltd. (currently, AppleJapan, Inc )Mar. 2007 External Director of McDonald’s Holdings Company (Japan), Ltd.
External Director of McDonald’s Company (Japan), Ltd.
Jun. 2007 Outside Audit & Supervisory Board Member of Gro-Bels Co., Ltd.
Oct. 2007 Outside Audit & Supervisory Board Member of Bit-isle Inc. (currently, Equinix, Inc.)
Jan. 2012 Outside Audit & Supervisory Board Member of Boox Co., Ltd. (currently, eBOOK Initiative
Japan Co., Ltd.)
Feb. 2012 Outside Audit & Supervisory Board Member of ZOOM CORPORATION
Jun. 2015 Outside Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION
Oct. 2016 Outside Audit & Supervisory Board Member of eBOOK Initiative Japan Co., Ltd.
Jun. 2020 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Dec. 2020 Executive Partner of ITN law office (present)
Mar. 2022 External Director of McDonald’s Holdings Company (Japan), Ltd. (present)
Significant Concurrent Positions
Executive Partner of ITN law office
External Director of McDonald’s Holdings Company (Japan), Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Tetsu Takahashi has great knowledge, experience and profound insights as a legal expert acquired throughhis many years working as a lawyer. He has never been involved in the management of a company except
as an outside officer, however he has been nominated as a candidate for External Director as Audit &Supervisory Committee Member because it is expected that his extensive experience and knowledge as arepresentative of a law firm and an outside director and outside audit & supervisory board member ofother companies will continue contributing to strengthening the supervisory function of the Board of
Directors and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. Tetsu Takahashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsu Takahashi and the Company.
3. Tetsu Takahashi is, at present, an External Director (Audit & Supervisory Committee Member) of
the Company. His term of office as External Director will be four years at the conclusion of thisOrdinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Tetsu Takahashi to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Tetsu Takahashi is approved, hewill continue to be included as one of the insureds in this insurance policy. The Company will bear

– 39 –

6.

the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy in December 2024.
Tetsu Takahashi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If his election is approved, the Company will continue to designate him as
Independent Director/Auditor.

– 40 –

New election External Director

No.

Aogi Suemura

Independent Director(Date of Birth: December 10, 1959)

2

Shareholdings:–
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–Oct. 1992 Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)
Aug. 1999 Joined GOLDCREST Co., LtdJan. 2002 Joined Sumitomo Shoji Financial Management Co., Ltd.
Nov. 2004 Joined Deloitte Touche Tohmatsu (currently Deloitte Touche Tohmatsu LLC)
Jun. 2008 Partner of Deloitte Touche TohmatsuJan. 2022 Representative of Aogi Suemura Certified Public Accountant Firm (present)
Jun. 2022 Outside Director (Audit & Supervisory Committee Member) of RIKEN TECHNOSCORPORATION (present)
Mar. 2023 Outside Audit & Supervisory Board Member of Nippon Denko Co., Ltd. (present)
Mar. 2024 Outside Director (Audit & Supervisory Board Member) of Nippon Denko Co., Ltd. (present)
Significant Concurrent Positions
Representative of Aogi Suemura Certified Public Accountant Firm
Outside Director (Audit & Supervisory Committee Member) of RIKEN TECHNOS CORPORATION
Outside Director (Audit & Supervisory Board Member) of Nippon Denko Co., Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Aogi Suemura has great knowledge, experience and profound insights as an expert at accounting andauditing acquired through her many years working as a Certified Public Accountant. She has been
nominated as a candidate for External Director as Audit & Supervisory Committee Member because it isexpected that her extensive experience and knowledge as a certified public accountant and as an Outside
Director and Audit & Supervisory Board Member will contribute to strengthening the supervisory
function of the Board of Directors and the corporate governance structure, as well as to enhancing theauditing structure, although she has no previous experience involved in the management of a company
other than as an outside officer.
Notes:
1. Aogi Suemura is a candidate for External Director.
2. There is no special conflict of interest between Aogi Suemura and the Company.
3. If the election of Aogi Suemura is approved, the Company plans to entered into an agreement with
her to limit her liability for damages provided for in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability basedon the said agreement, on condition that she performs her duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.
4. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Aogi Suemura is approved, shewill be included as one of the insureds in this insurance policy. The Company will bear the fullamount of the insurance premiums. In addition, the Company plans to renew the insurance policy inDecember 2024.
5. If the election of Aogi Suemura is approved, the Company will designate her as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange.

– 41 –

Reference: Nomura Real Estate Holdings, Inc. Criteria for Determining Impartiality of
Independent External Directors
In addition to Independent Director impartiality criteria set by the Tokyo Stock Exchange, the Board of
Directors establishes criteria concerning the impartiality of Independent External Directors andnominates Independent External Directors having confirmed that they do not correspond to any of thefollowing items.
1. Individuals who execute business for any other company with which the Company or its
subsidiaries have a reciprocal employment relationship as each other’s External Directors;
2. Individuals who are employees of the Company’s or its subsidiaries’ major business partners (*1)
or who are employees at companies that consider the Company or its subsidiaries to be theirmajor business partner (*1) (or individuals involved in the execution of business if such business
partner is a corporation);
3. Consultants, accounting experts, or legal experts who receive money, or other property gains inexcess of ¥10 million in addition to Directors compensation from the Company or its subsidiaries
during the most recent business year;
4. Individuals affiliated to companies, etc. that provide professional services such as law firms,
accounting firms, and consulting companies that receive large sums of money or other property
gains (*2) from the Company or its subsidiaries;
5. Individuals who are or were involved in the execution of business at one of the Company’s major
shareholders (individuals who are or were involved in the execution of business at suchcorporation if the major shareholder is a corporation), or lead managing underwriter; or
6. Close relatives of individuals stated in 1. To 5.
*1. A major business partner means a business partner whose transactions with the Group exceed
2% of the Company’s or such business partner’s annual consolidated sales in the most recent
business year.
*2. Large sums of money or other property gains means gains that exceed 2% of that company’s
annual consolidated sales in the most recent business year.

– 42 –

Proposal No. 3:

Revision of Amounts of Compensation, etc. for Directors as Audit &Supervisory Committee Members

The amount of compensation of the Company’s Directors as Audit & Supervisory Committee
Members was resolved in the 16th Ordinary General Meeting of Shareholders held on June 23, 2020 tobe within ¥170 million per year for Directors as Audit & Supervisory Committee Members in line with
the increase of the maximum number of Directors as Audit & Supervisory Committee Members fromfive (5) to six (6).
At present, the number of Directors as Audit & Supervisory Committee Members is five (5)(including three (3) External Directors), and the Company is providing an amount of remuneration inconsideration of the recent expansion of roles and responsibilities of Directors as Audit & Supervisory
Committee Members and compensation level trends for External Directors within the above
remuneration limit.
Under these circumstances, the Company is proposing to increase the number of Directors as
Audit & Supervisory Committee Members by one (1) in Proposal No. 2, “Election of Two (2) Directors
as Audit & Supervisory Committee Members.” In order to ensure that the total amount of compensation
paid to Directors as Audit & Supervisory Committee Members after the increase does not exceed thecompensation limit, and in consideration of various circumstances including recent economic
conditions, the Company proposes to revise the total amount to within ¥180 million per year.
At present, the number of Directors as Audit & Supervisory Committee Members is five (5)(including three (3) External Directors) as above, and if Proposal No. 2 is approved as proposed, thenumber of Directors as Audit & Supervisory Committee Members will be six (6) (including four (4)External Directors).
This revision has passed through the deliberation process of the Advisory Committee Relating toNominations and Compensation, a majority of whose members are Independent External Directors, andafter comprehensively considering the aforementioned circumstances, etc., this revision has been
deemed to be appropriate.

– 43 –

An introduction to the various businesses of the GroupThe Group’s various business activities have resulted in external evaluation andachievements.
Received Good Design Award for the 22nd consecutive year

Received for
22 consecutive yearnd

PROUD Shirokanechojamaru

KAMECLO YOKOCHO- PROUD TOWER Kameido Cross –Be ACTO Hiyoshi- Area management based on PROUDCITY Hiyoshi

OUKAS Setagaya sengawa

FY2023/3
7 projects received awards








PROUD Shirokanechojamaru
KAMECLO YOKOCHO- PROUD TOWER Kameido Cross –Be ACTO Hiyoshi- Area management based on PROUD CITY Hiyoshi



OUKAS Setagaya sengawa
Sustainable large-scale solar power generation
introduction scheme
Initiative to promote the widespread use of Evs using the
PriEV EV charging service
SHIROKANE THE SKY

Annual number of users/number of pageviews of real estate companies’ websites(property brokerage)*2

Condominium brandNo. 1 for 16th consecutive year*1– 44 –

Rate of receiving environmental certification in the properties
developed for sale (Commercial Real Estate Business Unit):

Credit ratings
JCR：A+

100%*3

R&I：A

Initiative

Environmental certifications, assessments, affiliations, etc.

NRP: 5 Star
Signed the UN Global Compact(①)

Obtained certification for
Science Based Targets (SBT)(①③)

Joined RE100 (①)

NMF: 4 StarGRESB assessment of Group REIT (④⑤)

Social certifications, assessments, etc.

Selected as KENKO
Investment for Health
Stock 2024 (①)

Selected as Outstanding Health &Productivity Management Organization
2024 (①②③⑥⑧)

Received Gold rating on
PRIDE Index (①②③⑧)

Received Silver rating on
PRIDE Index (⑥)

Received Bronze ratingon PRIDE Index (⑦)

Selected as a constituent of all six ESG indices adopted by GPIF
*4

Included in CONSTITUENT MSCI JAPAN ESG
SELECT LEADERS INDEX composite index (①)

Included in FTSE Blossom Japan Index composite
index (①)

Included in S&P/JPX Carbon Efficient Index
thematic index (①)

Included in FTSE Blossom Japan Sector
Relative Index composite index (①)

Included in Morningstar Japan ex-REIT Gender
Diversity Tilt Index thematic index (①)*4Included in CONSTITUENT MSCI JAPANEMPOWERING WOMEN INDEX thematic index(①)

Awarded/Certified Company①: Nomura Real Estate Holdings; ②: Nomura Real Estate; ③: Nomura Real Estate Asset Management; ④: Nomura Real
Estate Master Fund, Inc.; ⑤: Nomura Real Estate Private REIT, Inc.; ⑥: Nomura Real Estate Solutions; ⑦: Nomura Real
Estate Partners; ⑧: Nomura Real Estate Life & Sports*1 We counted the number of years in which PROUD ranked first in the highest number of evaluation categories in Nikkei,
Inc.’s survey on recognition and image of condominium brands targeting readers of Nihon Keizai Shimbun.
Aggregation period: 2008 to 2023
*2 “Number of users (total number of active users)” and “Number of page views (total number of app screens or web pages
displayed)” on “Google Analytics (Google Analytics 4 Property)” were counted by the Company.
Aggregation period: January 1, 2023 to December 31, 2023
*3 Including those scheduled to be received*4 The inclusion of Nomura Real Estate Holdings, Inc. in any MSCI INDEX, and the use of MSCI logos, trademarks, service
marks or index names herein, do not constitute a sponsorship, endorsement or promotion of Nomura Real Estate Holdings,
Inc. by MSCI or any of its affiliates. The MSCI indexes are the exclusive property of MSCI. MSCI and the MSCI index
names and logos are trademarks or service marks of MSCI or its affiliates.

– 45 –

An introduction to the various businesses of the Group

Results accumulated over the Group’s history of more than 60 years

PROUD Minamiazabu *JV business

PROUD CITY Musashino Mitaka

Nihombashi Muromachi
Nomura Building

H1T Lab powered by point0

Landport Narashino

PROUD TOWER Shibaura

KAMEIDO CLOCK– 46 –PROUD Uehara FOREST

History of Nomura Real Estate GroupThe Seasons Residences / MITSUKOSHI
BGC (Philippines)

GEMS / Roppongi

Rendered image of Nakano 4-chome Shin
North Exit Station Front District
Category 1 Urban Redevelopment

Results*1

Cumulative number ofhousing units supplied

approx. 189,000 units

Park Origin Thonglor (Thailand)
NOHGA Hotel KIYOMIZUKYOTO
Cumulative number of properties developed for sale
PROUD FLAT
(Rental housing)

PMO(Medium-scale highgrade offices)

H1O(Small offices withservices)

138 units

75 units

26 units*2

Landport(Highly functional
logistics facilities)

GEMS
MEFULL(Urban retail facilities (Urban retail facilities(mainly feature (mainly feature service
restaurant))
industries))

51 units
23 units
9 units
Cumulative number of leasing value chain Progress in reduction of CO2 emissions forStrengthening andtransactions
decarbonization*3
diversifying human resources
Sales to REITs and private funds
Femalemanager and junior
Scope 1, 2: Reduced by approx. 34.7%
108 properties ¥586.2 billion
managerratio: 14.7%*4
Scope 3: Reduced by approx. 41.1%*1 As of March 31, 2024 (including plans).
*2 Results for development include PMO and types that are incorporated into larger developed property’s floors.
*3 Ratio of full-year results in FY2022 to those in FY2019.
*4 For Scope 3, only categories 1 and 11, which are subject to SBT certification– 47 –

An introduction to the various businesses of the Group
Supply of High-End Ready-Built Detached Houses

PROUD SEASON Seijo 5-chome

The Group has begun to develop high-end ready-built detached houses, which were almost nonexistentin the conventional ready-built detached housing market. Typical detached houses for sale in the Tokyo
metropolitan area are approximately 100 m2 in size and range from tens of millions of yen to the low
100-million-yen range, and for housing that exceeds this size and price range, customers generally
considered purchasing land and building a custom-built house themselves. The Group thought outside
the box to discover the needs of customers seeking ready-built detached houses at that higher pricerange and began offering products that maximize our accumulated strengths in areas such as location,
quality, and design.

– 48 –

In PROUD SEASON Seijo 5-chome, which began occupancy inNovember 2023, we received positive feedback from customers
regarding the generous interior space, with a ceiling height of 3
meters and a maximum area of 160 m2, as well as high-grade
specifications and facilities. We plan to continue to offer products inthe same price range, mainly in the 23 wards of Tokyo, to provide
value in ready-built detached houses that has never been offered
before.

Exterior rendering image of PROUD SEASON Kugayama 5-chome Model House of PROUD SEASON
Todoroki Sokeinomachi

New Sales Method for Ready-Built Detached Houses
We opened PROUD SEASON Gallery Komazawa in January 2024 asa sales base that handles mainly high-end properties, including highend ready-built detached houses. In light of our future plans tocontinue developing high-end ready-built detached houses, we opened
this gallery as a place where people can check out the high-grade
specifications and facilities even for properties that have not yet been
completed as well as compare multiple properties.

– 49 –

Reception space of PROUD SEASON
Gallery Komazawa

An introduction to the various businesses of the GroupUrban Development through Area Management in the Meguro MARC
Mixed-Use Development

The Group, in collaboration with the JR East Group, has developed Meguro MARC, a mixed-use
development consisting of offices, rental housing, and condominiums, with the aim of creating a diverse
community where residences and workplaces coexist. Construction of all buildings was completed in
October 2023. We also established the Meguro MARC general incorporated association to promote area
management activities in order to unite the three buildings, each with different uses, in maintaining afavorable environment and creating a fulfilling time for the entire area.

Entrance hall of PROUD Tower Meguro MARC (above)
Exterior rendering image of PROUD Tower Meguro MARC (below)– 50 –

The Group aims to sustainably maintain and develop the Meguro MARC area and its surrounding area
by owning a facility in the district that will serve as a base for area management and by fostering acommunity among residents, workers, and other community members.

Initiatives of area management
Rendered image of the district– 51 –

An introduction to the various businesses of the GroupStrengthening the Hotel Business in Collaboration with UDS Ltd.

On April 1, 2024, UDS Ltd. (UDS) became a member of the Group following the acquisition of all of its
shares. UDS is a company that integrates planning, design, and operations under the vision of “urban
development that excites the world.” The hotel business developed by UDS features unique value-added
hotels that provide new value to customers and aims to contribute to urban development through thedevelopment of such hotels, making it similar to that of the Group’s hotels. Furthermore, the businessstructure of UDS, which handles everything from planning and design to operation, is similar to that of
the Group, which handles everything from development to sales, operation, and management, andutilizes customer feedback in new development.


Examples of hotels planned/designed/operated by UDS

YUEN BETTEI DAITAHOTEL ANTEROOM KYOTO

SHIMOKITA COLLEGE

JIMBOCHO BOOKCENTER– 52 –

Hotel Niwa

NOHGA HOTEL AKIHABARA TOKYONOHGA HOTEL KIYOMIZU KYOTO

Accelerating the Growth of the Group’s Hotel Business
The Group has long positioned the hotel business as an important business that will play a role in future
growth, and has developed three directly-operated NOHGA HOTEL branded hotels and one Hotel Niwa
branded hotel (681 rooms in total). We aim to quickly establish a business foundation and accelerate ourgrowth speed in order to respond to growing customer needs, including increasing needs from inboundtourism. The hotel business of UDS is its core business, and it operates 16 value-added hotels with 1,855
rooms in major cities and resort areas throughout Japan, including ONSEN RYOKAN YUEN and
HOTEL ANTEROOM. Synergistic effects are expected to accelerate our growth speed by collaboratingwith each other and utilizing each other’s know-how and resources.

– 53 –

An introduction to the various businesses of the Group

Various Initiatives in the Shibaura Project

The Shibaura Project is a reconstruction project of the Hamamatsucho Building, consisting of the South
Tower to be completed in February 2025 and North Tower to be completed in FY2031/3. The projectwill create an international business and tourist center as a new symbol of the Tokyo Bay area, with anarea of approximately 4.7 ha and a total floor area of approximately 550,000 m2, including offices,
hotels, retail facilities, and residences.
The project will take advantage of the convenience of the city center and the unique location of the
Shibaura area, with its vast sky and sea, to propose new workstyles that are in line with the changing
workstyle values of today. As part of this endeavor, in May 2024, we began operating a new boattransportation service, “BLUE FERRY,” connecting the Shibaura area with Harumi Pier on the opposite
shore, in cooperation with Tokyo Bay Cruising Co., Ltd. We will propose the possibility of workstyles
that take advantage of the sea- and river-facing environment where you can go to work by boat as you
enjoy the sea breeze.
Rendered image of Shibaura Project– 54 –

An introduction to the various businesses of the Group

Rendered image of Shibaura Project

Boat transportation service route map

Implementation of Trial Office in Hamamatsucho and Shibaura, where the Nomura Real EstateGroup’s Head Office is Planned to be Relocated
The Group will relocate* its head office
functions to the “South Tower of the Shibaura
Project” to be completed in 2025 in order tostrive to grow into a more innovative corporategroup by accelerating business collaboration
within the Group and achieving well-being ofeach employee.
A trial office has currently been established in
the Hamamatsucho Building (to be reconstructedin the North Tower of the Shibaura Project)located in the development zone where Group
employees are taking on the challenge of trying
out new workstyles in an environment similar tothat of the new head office and making repeated
improvements.
*The scope of relocation of each group company is underconsideration.

– 55 –