Our Group Vision “New Value, Real Value”

New Value, Real Value
Integrating all that is precious to people and communities,
we build cities–dynamic stages that connect today with tomorrow’s possibilities–
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

Action Guideline “What We Value”
Client-first approach
We maintain our “client-first” approach as well as our attitude to ensure trust and fulfill expectations,which we have valued since the foundation of the company.
Creating new value based on original ideas
We pursue creating new value with free and out-of-the-box thinking, placing importance on anticipating
future and global perspectives.
Always being a challenger
We always bear in mind that we are a challenger and take on new challenges with humility and ambition.
Acknowledging our growth with societyEver mindful of our responsibility and pride in creating the future for people and cities, we contribute tosociety and continue to be a company on which it relies.
Working with vigor and achieving wellness
Recognizing that working with vigor brings growth to both the company and ourselves, we take theutmost care of our mental and physical health.

–1–

To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
During the fiscal year under review, both business conditions and corporate earnings continued torecover gradually and the Japanese economy remained generally firm backed by continued
improvements in the employment and personal income environments. Furthermore, in regard to theeconomic outlook, it is necessary to pay careful attention to the impact of trade issues, mainly in the
United States and China, and the UK’s exit from the European Union on the global economy.
In the domestic real estate market, the residential market saw sales prices continue to increase while
supply volume declined due to construction costs remaining high and competition for the landacquisition, and there continued to be different trends in sales based on the levels of the convenience ofthe regions and the properties themselves. In the leasing businesses market, declining vacancy rates andincreasing rent revenue continued nationwide. In the real estate investment market, the total asset size of
J-REITs and privately placed REITs was steadily expanded thanks to the favorable domestic real estatemarket conditions. In the real estate brokerage market, both retail and wholesale transactions remained
firm reflecting an increase in domestic real estate stock and the diversity of needs. We can take theabundant domestic stock as a business opportunity in the future in the real estate management business.
Overseas, particularly in Asian countries, demand for houses and offices is strong backed by economic
growth, and the real estate market is very active.
In this business environment, the Nomura Real Estate Group (the “Group”) posted performance asfollows for the fiscal year ended March 31, 2019: Operating revenue of ¥668.5 billion (a 7.2% increase
year on year), operating profit of ¥79.1 billion (a 3.3% increase), ordinary profit of ¥69.3 billion (a 1.9%
increase), and profit attributable to owners of parent of ¥45.8 billion (a 0.3% decrease).
As for the distribution of profits, taking into account the operating environment, investment plans, andretained earnings, the Company increased the dividend by ¥5.0 per share to a record-high annual
dividend of ¥75.0 per share. As for the fiscal year ending March 2020, the Company plans to further
increase the dividend by ¥5.0 to an annual dividend of ¥80.0 per share, marking the eighth successive
fiscal year of dividend increases.
Taking into comprehensive consideration the operating environment, share price, and financial position,
the Company purchased approximately ¥5.0 billion worth of treasury shares. For the fiscal year ending
March 2020, the Company also plans on acquiring up to ¥4.0 billion in treasury shares.
From the current fiscal year, the Company starts the new Mid- to Long-term Business Plan (for the fiscal
year ending March 2020 through the fiscal year ending March 2028). Toward realizing the creation of“New Value, Real Value,” we will strategically cope with changes in the business environment, such as
the acceleration of a super-aging society, diversifying workstyles and lifestyles, and accelerated progressof technologies, from the mid- to long-term viewpoint. The Group engages in various business activities,
establishing the basis for its driving force as “wellness management,” which aims at realizing happinessof employees and corporate growth, and as a management system that contributes to enhancing corporate
value. We also set four key themes: Safety/Security, Environment, Community, and Health and Wellbeing. We plan to meet stakeholders’ expectations firmly by continuing challenges toward future growthfrom the viewpoint of Environment, Social, and Governance.
With “New Value, Real Value” as our Group Vision, we will continue tackling transformation andchallenges with the aim of building cities—dynamic stages that connect today with tomorrow’s
possibilities, embracing every moment of life’s pursuits with people, and creating new value, social
value, and, above all, real value.
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEOEiji Kutsukake–2–Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
15th 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.

(Code: 3231)
June 3, 2019

To: Shareholders

Eiji Kutsukake
President and Representative Director
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 15th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 15th Ordinary General Meeting of Shareholders of
Nomura Real Estate Holdings, Inc., which will be held as follows.
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 24(Monday), 2019.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it sothat 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 6, and enter yourapproval or disapproval for the proposal listed thereon before the deadline stated above.

Description
1. Date and Time:

Tuesday, June 25, 2019, 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 15th term (from April 1, 2018
to March 31, 2019); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee

Matter to be Resolved:
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 2: Election of Five (5) Directors as Audit & Supervisory Committee
Members–3–

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 more than once by electronic method (via the Internet, etc.) or
redundantly using a computer, etc. and cell phone, we will deem the last vote cast to be theeffective one.
*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*The following materials are published on the Company’s website shown below and not attached to thisnotice in accordance with the relevant laws and regulations and Article 14 of the Articles ofIncorporation. Also, with respect to the following materials, when the Audit & Supervisory Committee
prepared the audit report, it audited 1) through 3) as part of the attached documents, and when the
Accounting Auditor prepared the audit report, it audited 2) and 3) as part of the attached documents.
1) “Principal businesses,” and “Principal business offices of major subsidiaries” of “Principal businessoffices,” and “Share acquisition rights, etc.” of the business report, 2) “Consolidated statement ofchanges in net assets” and “Notes to consolidated financial statements” of consolidated financial
statements, and 3) “Non-consolidated statement of changes in net assets” and “Notes to nonconsolidated financial statements” of non-consolidated financial statements*If circumstances arise whereby revisions should be made to the contents of the reference documents for
the General Meeting of Shareholders, the business report, consolidated financial statements, and nonconsolidated financial statements, such notification shall be published on the following Company’s
website.
[The Company’s website]
https://www.nomura-re-hd.co.jp/english/ir/–4–

Guide to Exercising Voting Rights
Please review the attached reference documents for the General Meeting of Shareholders (pages 7 to 30,
and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
[By Attending the Meeting]Time and Date: 10:00 a.m. on June 25, 2019
Please present the enclosed proxy card at the reception desk.
If you attend the meeting, you do not need to mail the proxy card or exercise voting rights via theInternet, etc.
[By Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 24, 2019
Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and returnit.
[Via the Internet]
Exercise Due Date: No later than 5:40 p.m. on June 24, 2019
For details, please refer to page 6.
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.

–5–

Guide to Exercising Voting Rights via the Internet, etc.
Scanning QR code

Entering log-in ID and temporary password

You can simply login to the website forexercising voting rights without entering yourlog-in ID and temporary password printed on theproxy card.
1. Please scan the QR code located on the rightside of the proxy card

Website for
Exercisinghttps://evote.tr.mufg.jp/
Voting Rights
1. Access the Website for Exercising Voting
Rights.
2. Enter the “Log-in ID and Temporary
Password,” which are printed on the enclosed
proxy card.
3. Please register a new password.
4. Indicate your approval or disapproval byfollowing the instructions on the screen.

* “QR code” is a registered trademark of DENSOWAVE INCORPORATED.

2. Indicate your approval or disapproval byfollowing the instructions on the screen.
Note that you can login to the website only
once by using QR code.
If you wish to redo your vote or exercise yourvoting rights without using QR code, pleaserefer to the “Entering log-in ID and temporary
password” on the right.

Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC, a smartphone, or a cell phone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 – 21:00)
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
*
The website for exercising voting rights is not operational from 2:00 a.m. to 5:00 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.
*If you wish to receive the Notice of Convocation of the General Meeting of Shareholders by e-mail,please visit the website for exercising voting rights using either a PC or a smartphone and following
the instructions that the website provides. (Please note that it is not possible to complete thisprocedure via your cell phone, nor is it possible to designate cell phone address for text messages as
the e-mail address for receiving the notice.)–6–

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 eight (8) 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, lowering the number of Directors
by one to enable more strategic, quicker and more flexible decision making in the Board of Directors.
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 areExternal 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.

Name

Position in the Company

Number ofmeetings ofBoard ofDirectors
attended(15th term)

1

Atsushi Yoshikawa

Reelection

Director, and Chairman of theBoard of Directors

14/14

2

Eiji Kutsukake

Reelection

President and Representative
Director, and Chief Executive
Officer

14/14

3

Seiichi Miyajima

Reelection

Executive Vice President andRepresentative Director

14/14

4

Toshiaki Seki

Reelection

Executive Vice President andRepresentative Director

14/14

5

Makoto Haga

Reelection

Director and Executive Officer

14/14

6

Satoko Shinohara

Reelection
External Director
Independent Director

External Director

14/14

7

Tetsuro Higashi

New election
External Director
Independent Director

–

–7–

–

Reelection

No.

Atsushi Yoshikawa

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: April 7, 1954)
3,200 shares
14/14 (100%)
2 years

Apr. 1978 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2000 Director of Nomura Securities Co., Ltd.
Oct. 2001 Director of Nomura Securities Co., Ltd.
Jun. 2003 Executive Officer of Nomura Securities Co., Ltd.
Apr. 2004 Executive Managing Director of Nomura Holdings, Inc.
Senior Corporate Managing Director of Nomura Asset Management Co., Ltd.
Apr. 2006 Executive Vice President of Nomura Asset Management Co., Ltd.
Apr. 2008 Director and President of Nomura Asset Management Co., Ltd.
Oct. 2008 Executive Managing Director of Nomura Holdings, Inc.
Director, President, and CEO of Nomura Asset Management Co., Ltd.
Jun. 2011 Executive Vice President and Senior Managing Director of Nomura Holdings, Inc.
CEO and President of Nomura Holding America Inc.
Aug. 2012 Representative Executive Officer and Group COO of Nomura Holdings, Inc.
Jun. 2013 Director, Representative Executive Officer, and Group COO of Nomura Holdings, Inc.
Jun. 2016 Advisor of Nomura Holdings, Inc.
Apr. 2017 Director of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2017 Chairman of the Board of Directors of Nomura Real Estate Holdings, Inc. (present)
May 2018 Outside Director of Ryohin Keikaku Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Outside Director of Ryohin Keikaku Co., Ltd.
Reasons for Nomination as a Candidate for Director
Atsushi Yoshikawa has extensive business and management experience in the Nomura Group as well as
experience as Chairman of the Board of Directors 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 and achieving sustained growth and increased corporate value of theCompany by drawing on his substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Atsushi Yoshikawa and the Company.
2. The Company has entered into agreement with Atsushi Yoshikawa 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.

–8–

Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
12,300 shares
14/14 (100%)
5 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. (present)
Apr. 2017 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
Eiji Kutsukake has extensive business and management experience in the Nomura Group as well as
experience as President of the Company. He has been nominated as a candidate for Director because it isexpected 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
his substantial management experience and knowledge.
Note: There is no special conflict of interest between Eiji Kutsukake and the Company.

–9–

Reelection

No.

Seiichi Miyajima

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: August 3, 1958)
53,300 shares
14/14 (100%)
5 years

Apr. 1981 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2004 Director of Nomura Real Estate Development Co., Ltd.
Apr. 2008 Senior Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2009 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2012 Representative Director and Senior Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2014 Representative Director and Executive Vice President of Nomura Real Estate Development
Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Apr. 2017 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
Seiichi Miyajima has extensive business 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 it is expected that
he will continue contributing to achieving sustained growth and increased corporate value of theCompany by drawing on substantial experience and knowledge he has accumulated on property
development in the Residential Development Business Unit and other operations.
Note: There is no special conflict of interest between Seiichi Miyajima and the Company.

– 10 –

Reelection

No.

Toshiaki Seki

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 27, 1958)
40,200 shares
14/14 (100%)
5 years

Apr. 1980 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2003 Director of Nomura Real Estate Development Co., Ltd.
Mar. 2007 Managing Director of Nomura Real Estate Development Co., Ltd.
Apr. 2007 President and Representative Director of NOMURA LIVING SUPPORT CO., LTD.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2008 President and Representative Director, and Chief Executive Officer of NOMURA LIVINGSUPPORT CO., LTD.
Dec. 2010 President and Representative Director of Nomura Real Estate Reform Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director of NOMURA BUILDING MANAGEMENT CO., LTD.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2014 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Partners Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Director of Nomura Real Estate Urban Net Co., Ltd.
Chair and Representative Director of Nomura Real Estate Partners Co., Ltd.
President and Representative Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2015 Director of MEGALOS CO., LTD.
(currently, Nomura Real Estate Life & Sports Co., Ltd.) (present)
Apr. 2018 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Director of Nomura Real Estate Reform Co., Ltd.
President and Representative Director of NF Power Service Co., Ltd.
Apr. 2019 Executive Vice President and Representative Director of Nomura Real Estate Development
Co., Ltd. (present)
Director of NREG TOSHIBA BUILDING Co., Ltd. (present)
Responsibilities
Business Unit Manager of Commercial Real Estate Business Unit
Significant Concurrent Positions
Executive Vice President and Representative Director of Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
Reasons for Nomination as a Candidate for Director
Toshiaki Seki has extensive business 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 it is expected that
he will continue contributing to achieving sustained growth and increased corporate value of theCompany by drawing on substantial experience and knowledge he has accumulated on property
development, property & facility management, and other operations.
Note: There is no special conflict of interest between Toshiaki Seki and the Company.

– 11 –

Reelection

No.

Makoto Haga

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
7,200 shares
14/14 (100%)
2 years

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2011 Director and Senior General Manager of Investment Management Division of Nomura Real
Estate Capital 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.
(present)
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
Director of Geo Akamatsu Co., Ltd.
Director of Nomura Real Estate Reform Co., Ltd.
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Responsibilities
Group CFO, Supervisor of Management Division, Investor Relations, Corporate Communications Dept.
Significant Concurrent Positions
Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director
Makoto Haga has extensive business experience at the Group as well as experience as Director of theCompany. He has been nominated as a candidate for Director because it is expected that he will continue
contributing to achieving sustained growth and increased corporate value of the Company by drawing on
substantial experience and knowledge he has accumulated on corporate planning and financial and capital
policies of the Group, and other operations.
Note: There is no special conflict of interest between Makoto Haga and the Company.

– 12 –

Reelection External Director

No.

Satoko Shinohara

Independent Director(Date of Birth: September 3, 1958)

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–14/14 (100%)
5 years

Apr. 1983 Joined Koyama Atelier (currently, Hisao Kohyama Atelier)May 1987 Director of Spatial Design Studio
Oct. 1990 Director of Kengo Kuma and Associates
Nov. 2000 Representative Director of Spatial Design Studio (present)
Mar. 2009 Representative Director of Kengo Kuma and Associates (present)
Feb. 2010 Representative Partner of Satoko Shinohara Living Design Institute LLC (currently, Living
Design Institute LLC)
Apr. 2010 Professor of Japan Women’s University (present)
Jun. 2014 External Director of Nomura Real Estate Holdings, Inc. (present)
Significant Concurrent Positions
Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma and Associates
Reasons for Nomination as a Candidate for External Director
Satoko Shinohara has been nominated as a candidate for External Director because it is expected that she
will continue contributing to strengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on her wealth of knowledge, experience, andprofound insights in the field of architecture acquired in her long career as an architect.
Notes:
1. Satoko Shinohara is a candidate for External Director. The name of Satoko Shinohara as describedhere and above is her professional name, but her name on the family register is Satoko Kuma.
2. Satoko Shinohara is, at present, an External Director of the Company. Her term of office as External
Director will be five years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has entered into agreement with Satoko Shinohara 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. Satoko Shinohara 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/Auditor. Although the companies that Satoko Shinohara represents as well as
the university that she serves as Professor have transactions, as described below, with both theCompany and the Company’s subsidiaries, mainly in consulting for community designs, theCompany deems Satoko Shinohara to be independent.
(1) Kengo Kuma and Associates, for which Satoko Shinohara serves as Representative Director, has
the above described transactions with both the Company and the Company’s wholly owned
subsidiary, Nomura Real Estate Development Co., Ltd. The transaction amount in the mostrecent business year represents less than 2% of the net sales of said company and of theconsolidated operating revenue of the Company.
(2) Japan Women’s University, for which Satoko Shinohara serves as Professor, has the above
described transactions with both the Company and Nomura Real Estate Development Co., Ltd.
The transaction amount in the most recent business year represents less than 2% of the revenueof said university and of the consolidated operating revenue of the Company.

– 13 –

(3) The sum of the amounts stipulated in above (1) and (2) represents less than 2% of theconsolidated operating revenue of the Company.

– 14 –

New election External Director

No.

Tetsuro Higashi

Independent Director(Date of Birth: August 28, 1949)

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–––Apr. 1977 Joined Tokyo Electron Ltd.
Dec. 1990 Director of Tokyo Electron Ltd.
Apr. 1994 Managing Director of Tokyo Electron Ltd.
Jun. 1996 Representative Director, President of Tokyo Electron Ltd.
Jun. 2003 Representative Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2011 Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2012 Outside Director of Ube Industries, Ltd.
Apr. 2013 Representative Director, Chairman, President & CEO of Tokyo Electron Ltd.
Jun. 2015 Representative Director, President & CEO of Tokyo Electron Ltd.
Jan. 2016 Corporate Director, Corporate Advisor of Tokyo Electron Ltd.
May 2018 Outside Director of Seven & i Holdings Co., Ltd. (present)
Significant Concurrent Positions
Outside Director of Seven & i Holdings Co., Ltd.
Reasons for Nomination as a Candidate for External Director
Tetsuro Higashi has been nominated as a candidate for External Director because it is expected that hewill contribute to strengthening the supervisory function of the Board of Directors and ensuring fair andtransparent management by drawing on his wealth of knowledge, experience, and profound insights
related to corporate management in his long career as a manager.
Notes:
1. Tetsuro Higashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsuro Higashi and the Company.
3. Tetsuro Higashi is scheduled to resign as Corporate Director and Corporate Advisor of Tokyo
Electron Ltd. on June 18, 2019.
4. If the election of Tetsuro Higashi is approved, the Company plans to enter into agreement with 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 basedon 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.
5. If the election of Tetsuro Higashi is approved, the Company will designate him as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange.
6. In February 2018, Ube Industries, Ltd., where Tetsuro Higashi served as Outside Director from June2012 to June 2014, found that some check items stipulated by contracts with customers had not been
implemented in certain products. Although Tetsuro Higashi had not recognized the fact until thecompany’s discovery of improprieties, he had made proposals from the standpoint of compliance andothers at the Board of Directors meetings and other occasions.

– 15 –

Proposal No. 2: Election of Five (5) Directors as Audit & Supervisory Committee Members
The term of office of all of the five (5) Directors as Audit & Supervisory Committee Members
will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect five (5) Directors as Audit & Supervisory Committee
Members.
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 External Directors.
Also, the Audit & Supervisory Committee has consented to this proposal.
The candidates for Director as Audit & Supervisory Committee Member are as follows.

No.

Name

Position in the
Company

Number ofmeetings ofBoard ofDirectors
attended(15th term)

Number ofmeetings of
Audit &
Supervisory
Committee
attended(15th term)

14/14

11/11

1

Takao Orihara

Reelection

Director(Audit &Supervisory
Committee Member)

2

Yasushi Takayama

New election

–

–

–

External Director(Audit &Supervisory
Committee Member)

14/14

11/11

3

Akira Ono

Reelection
External Director
Independent Director

4

Yoshio Mogi

New election
External Director
Independent Director

–

–

–

5

Akiko Miyakawa

New election
External Director
Independent Director

–

–

–

– 16 –

Reelection

No.

Takao Orihara

1

Shareholdings:
45,500 shares
Attendance at meeting of Board of Directors: 14/14 (100%)
Attendance at meeting of Audit & Supervisory Committee: 11/11 (100%)Term of office:4 years(Date of Birth: February 6, 1958)

Apr. 1980 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2005 Director of Nomura Real Estate Holdings, Inc.
Director of Nomura Real Estate Development Co., Ltd.
Apr. 2008 Director and Senior Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2009 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2010 Director of NREG TOSHIBA BUILDING Co., Ltd.
May 2012 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2014 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Audit & Supervisory Board Member of Geo Akamatsu Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Audit & Supervisory Board Member of Nomura Real Estate Holdings, Inc.
External Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
External Audit & Supervisory Board Member of MEGALOS CO., LTD. (currently, Nomura
Real Estate Life & Sports Co., Ltd.)
Jun. 2015 Director (Audit & Supervisory Committee Member) of Nomura Real Estate Holdings, Inc.
(present)
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd.
Oct. 2015 Audit & Supervisory Board Member of MEGALOS CO., LTD. (currently, Nomura Real Estate
Life & Sports Co., Ltd.) (present)
Apr. 2018 Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd. (present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Life & Sports Co., Ltd.
Audit & Supervisory Board Member of Geo Akamatsu Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd.
Reasons for Nomination as a Candidate for Director
Takao Orihara has extensive business experience in Nomura Real Estate Development Co., Ltd., as well as
experience as a Director and an Audit & Supervisory Board Member. He has been nominated as a candidate
for Director as Audit & Supervisory Committee Member because it is expected that his extensive
experience and knowledge concerning finance and accounting will continue to contribute to strengthening
the supervisory function of the Board of Directors and the corporate governance structure, as well as toenhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Takao Orihara and the Company.
2. The Company has entered into agreement with Takao Orihara 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. If his election is approved, the Company will continue the said agreement with– 17 –

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.

– 18 –

New election

No.

Yasushi Takayama

2

Shareholdings:–
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–(Date of Birth: February 1, 1964)

Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2011 Director, Nomura Financial Products & Services, Inc.
Oct. 2012 Managing Director and General Counsel of Nomura Securities International, Inc. (New York)
Sep. 2013 Managing Director and General Counsel of Nomura Holding America Inc.
Apr. 2015 Senior Managing Director and Chief Legal Officer of Nomura Holdings, Inc.
Senior Managing Director and Chief Legal Officer of Nomura Securities Co., Ltd.
Jun. 2016 Outside Director of Japan Securities Depository Center, Incorporated
Apr. 2019 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc. (present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director
Yasushi Takayama has extensive business experience in the Nomura Group. He has been nominated as a
candidate for Director as Audit & Supervisory Committee Member because it is expected that his extensive
experience and knowledge concerning legal affairs will contribute to strengthening the supervisory functionof the Board of Directors and the corporate governance structure, as well as to enhancing the auditing
structure.
Notes:
1. There is no special conflict of interest between Yasushi Takayama and the Company.
2. Yasushi Takayama is scheduled to resign as Outside Director of Japan Securities Depository Center,
Incorporated on June 17, 2019.
3. If the election of Yasushi Takayama is approved, the Company will enter into agreement with 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 gross negligence, shallbe the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

– 19 –

Reelection External Director

No.

Akira Ono

Independent Director(Date of Birth: December 28, 1971)3

Shareholdings:–
Attendance at meeting of Board of Directors: 14/14 (100%)
Attendance at meeting of Audit & Supervisory Committee: 11/11 (100%)Term of office:4 years

Apr. 1998 Registered with Tokyo Bar Association
Joined Tokyo Aoyama Law Office (currently, Baker & McKenzie [Gaikokuho Joint
Enterprise])Mar. 1999 Joined Okinobu, Ishihara & Sei Law Office (currently, Spring Partners)
Jan. 2006 Partner of Spring Partners (present)
Jun. 2012 External Audit & Supervisory Board Member of MEGALOS CO., LTD. (currently, Nomura
Real Estate Life & Sports Co., Ltd.)
Jun. 2015 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate Holdings,
Inc. (present)
Significant Concurrent Positions
Partner of Spring Partners
Reasons for Nomination as a Candidate for External Director
Akira Ono has great knowledge, experience and profound insights as a legal expert acquired through his
many years working as a lawyer. 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 willcontinue to contribute to strengthening the supervisory function of the Board of Directors and the corporate
governance structure, as well as to enhancing the auditing structure, although he has no experience in the
management of a company.
Notes:
1. Akira Ono is a candidate for External Director.
2. There is no special conflict of interest between Akira Ono and the Company.
3. Akira Ono is, at present, an External Director of the Company. His term of office as External Director
will be four years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into agreement with Akira Ono to limit his liability for damages provided
for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of theCompanies Act. If his election is approved, the Company will continue the said agreement with him to
limit his liability. The maximum amount of liability based on the said agreement, on condition that heperforms 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. Akira Ono 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.

– 20 –

New election External Director

No.

Yoshio Mogi

Independent Director(Date of Birth: April 10, 1952)

4

Shareholdings:–
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–Apr. 1975 Joined Nichimen Co., Ltd. (currently, Sojitz Corporation)
Apr. 2006 Executive Officer of Sojitz Corporation
Apr. 2008 Managing Executive Officer of Sojitz Corporation
Apr. 2012 Senior Managing Executive Officer, CFO of Sojitz Corporation
Jun. 2012 Representative Director, Senior Managing Executive Officer, CFO of Sojitz Corporation
Apr. 2014 Representative Director and Executive Vice President, CFO of Sojitz Corporation
Jul. 2014 Outside Director of Sojitz Infinity Inc.
Apr. 2017 Representative Director and Executive Vice President, CCO of Sojitz Corporation
Director of Sojitz REIT Advisors K.K.
Apr. 2018 Advisor of Sojitz Corporation
Significant Concurrent Positions
None.
Reasons for Nomination as a Candidate for External Director
Yoshio Mogi has great knowledge, experience and profound insights concerning corporate management
acquired through his many years working as a corporate manager. He has been nominated as a candidate forExternal Director as Audit & Supervisory Committee Member because it is expected that his extensive
experience and knowledge will contribute 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. Yoshio Mogi is a candidate for External Director.
2. There is no special conflict of interest between Yoshio Mogi and the Company.
3. If the election of Yoshio Mogi is approved, the Company will enter into agreement with 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 gross negligence, shallbe the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
4. If the election of Yoshio Mogi is approved, the Company will designate him as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange.

– 21 –

New election External Director

No.

Akiko Miyakawa

Independent Director(Date of Birth: October 18, 1955)

5

Shareholdings:–
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–Apr. 1978 Joined Tokyo Branch of Chase Manhattan Bank (currently, JPMorgan Chase Bank, N.A.)
Nov. 1987 Joined Marunouchi & Co. (currently, Deloitte Touche Tohmatsu LLC)
Jan. 2000 Joined the Los Angeles Office of Deloitte US
Jun. 2005 Partner of Deloitte Touche Tohmatsu LLC
Jul. 2008 Joined the Taipei Office of Deloitte Taiwan
Oct. 2015 Joined Deloitte Touche Tohmatsu LLC Tokyo Office
Aug. 2018 Representative of Akiko Miyakawa CPA Office (present)
Significant Concurrent Positions
Representative of Akiko Miyakawa CPA Office
Reasons for Nomination as a Candidate for External Director
Akiko Miyakawa 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 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 directly involved in the management of acompany.
Notes:
1. Akiko Miyakawa is a candidate for External Director.
2. There is no special conflict of interest between Akiko Miyakawa and the Company.
3. If the election of Akiko Miyakawa is approved, the Company will enter into agreement with her tolimit 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 based on the said
agreement, on condition that she performs her duties in good faith and without gross negligence, shallbe the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
4. If the election of Akiko Miyakawa is approved, the Company will designate her as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange.

– 22 –

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 Boardof 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 their major
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 such corporation 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 orsuch 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.

– 23 –

Reference:

New Mid- to Long-term Business Plan, “New Value, Real Value”

The Group formulated the new Mid- to Long-term Business Plan to create value for society by the power of theGroup to cope with changes in the social and economic environment and business conditions surrounding theGroup, and realize sustainable growth of revenue while maintaining high asset and capital efficiency.

 Our Vision for the Future
Our Group Vision

New Value, Real Value
Integrating all that is precious to people and communities,
we build cities—dynamic stages that connect today with tomorrow’s possibilities—
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

We work to “build cities that connect
today with tomorrow’s possibilities.”

We work to “embrace every moment oflife’s pursuits.”

Through the provision of products resulting from real estatedevelopment, we create communities with extensive urban functions thatoffer safety, security, and comfort.
We work to create sustainable communities in which diverse generationsand values can coexist and that take harmonization with nature and theenvironment into consideration.

Through the provision of a variety of services relating to real estate, wewill nurture times of abundance with people who “live,” “work,”“gather,” and “relax” in communities.
We support the development of communities, linking people to people
and people to communities.

 Group Initiatives for Value Creation
Growth-oriented achievements accumulated
in the previous plan
Mixed-use development

Built a foundation foroverseas businessEntered into new asset
types

Mutual growth withGroup REITs

Accelerate our growthwith M&As

Our Group Strengths
Development capabilities
based on market-in
approach

Various experience andknow-how covering awide range of asset types
and methods

Commit to the quality of
products and services

Group synergy

Value Creation Themes
Ⅰ.

Realization of enriched lifestyles andworkstyles
Ⅱ. Multifunctional urban development toward
exceptional convenience, comfort, andsafetyⅢ. Urban development and community
building concerning the future of the global
environment and local communities
Ⅳ. Global expansion of high-quality products
and services– 24 –

 Management Benchmarks
Sustainable revenue growth while maintaining high asset and capital efficiency
Revenue Growth Plan
Profit target is changed to “Business profit,” * with consideration of profit from overseas business andamortization of goodwill from M&A activities.
FY19/3(Results)

FY22/3(Phase 1)
79.6(Billions of yen)
FY28/3(Phase 3)

FY25/3(Phase 2)
85.0

100.0

120.0-140.0* Business profit = operating profit + share of profit (loss) of entities accounted for using equity method +amortization of intangible assets associated with corporate acquisitions
Business Profit by Business Unit
Residential Development

25.0

30.0

36.0

Commercial Real Estate

38.0

33.0

36.0

Service & Management Sector

21.6

28.0

35.0

Investment Management

5.9

9.0

12.0

Property Brokerage & CRE

8.1

11.0

14.0

Property & Facility Management

7.4

8.0

9.0

Adjustments

(5.0)

(6.0)

(7.0)

* From April 2019, the name of the Leasing Business Unit has been changed to the Commercial Real EstateBusiness Unit
Asset Efficiency and Capital Efficiency
Maintaining capital efficiency exceeding capital costs.
FY19/3(Results)
4.7%
8.9%

ROA
ROE

FY22/3(Phase 1)
Approx. 4–5%
Approx. 8–9%

FY25/3(Phase 2)

FY28/3(Phase 3)5% or more
10% or more

Shareholder Returns
Enhance shareholder returns. The target total return ratio for each fiscal year of Phase 1 is 40–50%.
For FY20/3 dividend increase planned at ¥80 per share (eighth consecutive year) and acquisition of treasury
stock is announced (third consecutive year).
Phase 1 (FY20/3–FY22/3)
Total return ratio: approx. 40-50%
Cash dividend per share (¥)
Dividend payout ratio (%)
Total return ratio (%)

65.0
57.5

70.0

27.1

FY12/3

30.0

41.4

35.0
26.5

29.5
24.9

FY13/3

80.0

50.6

45.0

25.0

75.0

FY14/322.4

23.4

FY15/3

FY16/326.5

FY17/3– 25 –

28.9

30.5

FY18/3

FY19/3

FY20/3 (plan)

FY21/3

FY22/3Reference:

CSR/ESG Activities of the Company

CSR Management and CSR/ESG Policies and Objectives
The Group established a CSR Committee chaired by Seiichi Miyajima, the Executive Vice President andRepresentative Director of Nomura Real Estate Holdings, which deliberates on and determines CSR policies, actionplans, and so on.
The Committee comprises directors, executive officers, and external directors selected by the Board of Directors of
Nomura Real Estate Holdings and the results of its investigations are reported to the Board of Directors andreflected in management plans and business activities.
We also established the CSR Promotion Committee, a subordinate organization to the CSR Committee, which iscomprised by directors and so on of each business unit and group company. The Committee carries out action plans
and raises CSR awareness within Group companies.
As a major initiative for fiscal 2018, the Group set a mid-term target for reducing CO2 emissions. The Group aims
to reduce CO2 emissions per floor area of its properties and business bases by 30% from fiscal 2013 by 2030. We
also began the implementation of Group CSR Procurement Guidelines and conducted the monitoring of promotionof wellness management.
CSR Promotion Structure
Our Group Vision

New Value, Real Value
Integrating all that is precious to people and communities,
we build cities—dynamic stages that connect today with tomorrow’s possibilities—
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

Four Key Themes for CSR
Safety/Security

Environment

Community

Health and Well-being

CSR Promotion Foundation

Human Capital: Creating wellness and developing diverse human resources
Management Structure: Corporate governance, compliance, and risk management
Approach regarding the SDGs
“The United Nations Sustainable Development Summit” in September 2015 adopted “Transforming our World:
The 2030 Agenda for Sustainable Development (the 2030 Agenda).” This agenda’s goals for worldwide
cooperation are “Sustainable Development Goals (SDGs).”
The Group has set Our Group Vision at the forefront of our corporate philosophy and CSR vision and recognizes
that achieving the SDGs is an important issue. The Group aims to contribute to achieving the SDGs throughinitiatives toward its four key themes: Safety/Security, Environment, Community, and Health and Well-being.

– 26 –

The Nomura Real Estate Group’s Policy on CSR/ESG
ThemesFour Key Themes for CSR

E

G

Two Promotion Foundations

S

Priority issues

Environment

 Upgrades to environmental management
 Responding to climate change Effective utilization of water resources Consideration for biodiversity
 Appropriate utilization of resources and pollution control

Safety/Security Improved safety/security in design and construction
 Initiatives for longer life and increased durability Improved quality of safety/security in operation and management
 Safety and security in disasters

Community Care for communities and support for revitalization

Health andWell-being

 Response to aging population and diversity and support for health Improved customer satisfaction and comfort

Human Capital Health and safety of employees
 Promotion of diversity
 Creation of fair and rewarding workplaces Improvements to human capital Supplier safety

Management
Structure Corporate governance Compliance Risk management
 Human rights
 Improved supplier management– 27 –

Related SDGs

Reference:

Wellness Management

The Group will continue to aim for “wellness management” so that all employees can work creatively with ahealthy body and mind, which will lead to sustainable corporate growth.

 Overview of the Nomura Real Estate Group’s Wellness Management

Employee Happiness and Corporate Growth
We realize employee happiness and corporate growth through work-stylereforms and diversity management.

Work-style Reforms

Diversity Enhancing work–life balance byimproving productivity leads to increased
employee happiness and motivation
 Become a corporate group that contributes
to employee growth and satisfaction

 Build an environment where each person
can maximize their abilities
 Cultivate a work climate that accepts andexpresses diverse values

Wellness
Employees can work creatively with a healthy body and mind = our fundamental policy Initiatives by the Nomura Real Estate Group1.

Compliance with laws and regulations

2.

Direct communication among directors, officers, and employees to build relationships
and improve working conditions

3.

Ensuring mental and physical well-being

The Group will continue to promote “wellness management,” striving to conduct appropriate
labor management and improve the work environment so that all employees engage in theirduties proactively.

– 28 –

Reference:

Director Compensation System

The introduction of a performance-based stock incentive plan linked to medium- to long-term performance inaccordance with the policy of better clarifying the linkage Directors’ compensation has with performance andshareholder value was resolved at the Ordinary General Meeting of Shareholders held on June 26, 2018.
Furthermore, the Director compensation system based on the resolution of the meeting is operated by the Board of
Directors after passing through deliberation by the Advisory Committee Relating to Nominations andCompensation*, of which Independent External Directors comprise more than half of the committee members.
*

The Company has established the Advisory Committee Relating to Nominations and Compensation as a consulting body thatreports to the Board of Directors to enhance its independence, objectivity, and accountability in matters related to thenomination and compensation of management members and members of the Board of Directors. The majority of members of
the committee shall be Independent External Directors and it now consists of an Internal Director and three Independent
External Directors. The committee is to hold a meeting as necessary, discuss matters related to the nomination andcompensation of members of the Board of Directors and executive officers, and report the outcome to the Board of
Directors.

Goals of Adopting a Share-based Compensation System
Compensation linked to stock prices
 Motivation for improving corporate value over the medium to long term Sharing of interests with shareholders
Performance-based compensation
Non-performance-based
compensation

Changes every three years
Clearer incentive to improve medium-term performance
Deferred until officer retires
Incentive to improve long-term contributions and corporate growthCompensation structure
Compensation for Directors (excluding External Directors and Directors as Audit & Supervisory Committee
Members) of the Company after introduction of the above share-based compensation system consists of “basecompensation” that is fixed compensation, and “bonus” and “share-based compensation” that are variable
compensation.
The “base compensation” is determined according to the role and position as a Director, and “bonus” is determinedby considering performance, etc. for that period.
The “share-based compensation” consists of 1) a performance-based portion, and 2) a non-performance-based
portion, which is in principle paid when each of Directors and executives of the Group retires.
Monetary compensation
Base compensation

Share-based compensation
Performance-based
compensation

Bonus– 29 –

Non-performancebased compensation

Reference:

Assessment of the Effectiveness of the Board of Directors

For the Assessment of the Effectiveness of the Board of Directors in the fiscal year ended March 2019, as was thecase in the fiscal year ended March 2018, the Company conducted questionnaires and interviews of all Directors(including Audit & Supervisory Committee Members) utilizing a third-party evaluation organization. The analysis
and assessment based on discussions at a meeting of the Board of Directors regarding the results are outlined
below.

Members
Discussions

Operation

Matters fordiscussion

Reference:

Results
The scale of the Board of Directors and the ratio of independent external directors are broadly
appropriate.
Discussions are free and lively, exceeding internal and external limits and leveraging the knowledge
and experience of each Director.
Continuous improvements to the operation, such as ensuring distribution of materials prior tomeetings and further clarifying the discussion points in the proposal explanations and materials, werebroadly evaluated as having contributed to improving the effectiveness of the Board of Directors. By
continuing to strive for thorough improvements to the operation, the Company will take measures tofurther improve the effectiveness of the Board of Directors.
Discussions about the new Mid- to Long-term Business Plan were enhanced by continuous
improvements to the operation, such as narrowing down of matters for discussion by the Board of
Directors and providing opportunities for deliberation outside of regular Board of Directors meetings.
For the fiscal year ending March 2020, the Company aims to improve strategic discussions further bypromoting debates based on the new Mid- to Long-term Business Plan.

Compliance with Japan’s Corporate Governance CodeOur reasons for not implementing two of the 78 principles of Japan’s Corporate Governance Code as of May 2019are provided below (the below is the description as “Explain”).
Principle[Supplementary Principle 4-1-3]
Proper Supervision of Successor
Plans for CEO (Planning)[Principle 4-14, Supplementary
Principle 4-14-1, Supplementary
Principle 4-14-2]
Disclosure of Training Policy for
Directors

Reason for not implementing
The Company believes that the appropriate appointment process of its CEO, i.e. onethat is carried out in line with the Company’s corporate philosophy and management
strategies and which also considers external candidates, is important for realizing
sustainable growth. As for the plan for the CEO’s successor, based on the respective
appointment criteria for officers and for the CEO, the Company established its training
policy and the process up to the CEO’s election. Going forward, in addition to theAdvisory Committee Relating to Nominations and Compensation providing regularmonitoring and reporting to the Board of Directors, the Company will strive for thefurther enhancement of the structure and content of training, to ensure that the trainingof successor candidates, in relation to the aforementioned established successor plan,goes as planned.
The Company provides training that takes into consideration the Company’s corporate
philosophy and management strategies. The Company also regularly provides
opportunities for all directors to receive training from guest lecturers from outside theCompany, to improve their knowledge of topics such as finance and corporate
governance. Also, when external directors assume office, they are provided with an
explanation regarding topics such as the Group’s history, business framework, andbusiness model, to deepen their understanding of said topics. Then after the external
directors’ tenures begin, in addition to ensuring regular opportunities for training, theCompany also provides opportunities for them to tour the Company’s properties insideand outside Japan. Going forward, the Company will continue to investigate theaforementioned topics, mainly through the Advisory Committee Relating toNominations and Compensation, in order to further enhance the structure and content
of training primarily for directors.

– 30 –

(Attached documents)

Business Report(From April 1, 2018 to March 31, 2019)
1. Current status of the Group(1) Status of operations for the fiscal year under review
1) Progress and results of businessWe are pleased to announce a summary of operating results of our 15th term (April 1, 2018 toMarch 31, 2019).
During the fiscal year under review, the Japanese economy continued to recover graduallywith increases in consumer spending backed by continued improvements in the employment
and personal income environments, and with increases in capital investment such as
investments for streamlining and labor-saving amid a labor shortage, and investments inmaintenance and renewal in response to the aging of facilities. Furthermore, in regard to theeconomic outlook, it is necessary to pay careful attention to the impact of trade issues on the
global economy and the impact of fluctuations in financial and capital markets.
In the real estate industry, the residential market saw sales prices continue to increase while
supply volume declined due to construction costs remaining high and intensified competition
for the land acquisition, and there continued to be a trend of polarization in salability basedon the levels of the convenience of the regions and the properties themselves. In the officemarket, many deals were executed in connection with office expansion such as relocations formore space, opening of branch offices and the expansion of floor space within buildings, anddeclining vacancy rates and increasing rent revenue continued nationwide. In the real estate
investment market, the total asset size of J-REITs was steadily expanded thanks to theincrease of property acquisition accompanied by new listings and public offerings, and theappraisal of J-REITs as stable and secure investments not susceptible to the impact ofinternational affairs was enhanced because of the favorable domestic real estate market
conditions.
In this business environment, the Nomura Real Estate Group (the “Group”) posted thefollowing consolidated performance for the fiscal year under review: Operating revenue of¥668,510 million, which represents an increase of 7.2% year on year; operating profit of¥79,162 million, an increase of 3.3%; ordinary profit of ¥69,323 million, an increase of 1.9%;
and profit attributable to owners of parent of ¥45,873 million, a decrease of 0.3%.
From the fiscal year under review, Nomura Real Estate Reform Co., Ltd., which had beenclassified under the Residential Development Business Unit, was transferred to the Property& Facility Management Business Unit. Figures for comparisons with the year-before resultsin the unit-by-unit performance section are those after the reclassification.
[Residential Development Business Unit]
Operating revenue in the Residential Development Business Unit totaled ¥362,761 million,
which represents an increase of 2.1% year on year, and operating profit totaled ¥23,180
million, a decrease of 5.5% year on year, resulting in an increase in operating revenue and adecrease in operating profit compared with the previous fiscal year.
This was mainly due to a decrease in gross profit in not residential development but otherbusiness owing to a decline in fees from JV projects, while there is no change in gross profit
margin ratio for housing sales and there was an increase in the number of housing sales and arise in unit sales prices.
In regard to housing sales, 5,890 units were recorded as sales (an increase of 25 units year onyear), including PROUD CITY Etchujima (Koto-ku, Tokyo), PROUD TOWER Higashi
Ikebukuro (Toshima-ku, Tokyo) for condominiums, and PROUD SEASON Senri
Maruyamacho (Suita-shi, Osaka) for detached housings. As of the end of the fiscal year underreview, the number of completed housing inventories totaled 276 units (a decrease of 182
units compared with the end of the previous fiscal year) and the number of contracted but not– 31 –

recorded housing units totaled 2,996 units (an increase of 165 units compared with the end of
the previous fiscal year).
The Company has actively engaged in development projects in regional core cities in Japanand overseas, such as joining redevelopment projects in Mishima Station-front andUtsunomiya Station-front in Japan and expanding its business in Bangkok, Thailand.
[Leasing Business Unit]
Operating revenue in the Leasing Business Unit totaled ¥167,628 million, which represents
an increase of 24.2% year on year, and operating profit totaled ¥38,858 million, an increaseof 10.3%, resulting in increases in both operating revenue and operating profit compared withthe previous fiscal year.
This was mainly due to an increase in leasing revenue in leasing business and revenues ofproperty sales in property development business.
Construction of facilities including the PMO Akihabara North office building (Taito-ku,
Tokyo), the PMO Higashi-Shinbashi office building (Minato-ku, Tokyo), and the GEMS
Namba retail facility (Chuo-ku, Osaka-shi, Osaka) have been completed.
In logistics facilities, the Company finished constructing Landport Ome I (Ome-shi, Tokyo),a large-scale, high-functional “Category Multi-type” facility, and started its operation.
“Category Multi” is a new concept that specifies industrial sectors to which the tenantsbelong and adds those sectors’ specific functions as the facility’s standard functions.
In November 2018, the Company opened NOHGA HOTEL UENO (Taito-ku, Tokyo), as thefirst project of the Group-operated hotel brand. In March 2019, the Group acquired all of theshares of Ryubundo Co., Ltd., which owns properties such as Hotel Niwa Tokyo, and its
wholly-owned subsidiary UHM Co., Ltd., a hotel operating company.
[Investment Management Business Unit]
Operating revenue in the Investment Management Business Unit totaled ¥9,641 million,
which represents an increase of 2.8% year on year, and operating profit totaled ¥5,943
million, an increase of 0.5%, resulting in increases in both operating revenue and operating
profit compared with the previous fiscal year.
In the core REIT business, Nomura Real Estate Master Fund, Inc. and Nomura Real Estate
Private REIT, Inc. acquired a total of 21 properties for ¥75,499 million (transaction amount)from Nomura Real Estate Development Co., Ltd. in accordance with the sponsor pipeline in
the leasing value chain.
Moreover, the Company acquired 75% of the shares of Lothbury Investment Management
Group Limited, a British real estate management company, in November 2018. As a result,assets under management have steadily expanded and totaled ¥1,669,476 million at the end of
the fiscal year under review, which represents an increase of ¥383,573 million year on year.
[Property Brokerage & CRE Business Unit]
Operating revenue in the Property Brokerage & CRE* Business Unit totaled ¥37,298 million,
which represents an increase of 4.5% year on year, operating profit totaled ¥8,170 million, adecrease of 3.3%, resulting in an increase in operating revenue and a decrease in operating
profit compared with the previous fiscal year.
This was mainly due to prior investments in human resources, stores and systems withlooking ahead to future expansion in the business volume.
In the retail business, we opened the following new branches: Nagoya branch (Naka-ku,
Nagoya-shi, Aichi) in April 2018, Toranomon Center (Minato-ku, Tokyo) in May 2018, andYokohama motomachi Center (Naka-ku, Yokohama-shi, Kanagawa) in October 2018, andthe total number of branch stores is 81.
In January 2019, the Group entered a capital alliance agreement with Tokio Property Services
Pte Ltd, a real estate agency in Singapore, to strengthen its ability to cope with investment
needs for real estate from Southeast Asia, where further expansion of the needs is expected.
*CRE: Corporate Real Estate– 32 –

[Property & Facility Management Business Unit]
Operating revenue in the Property & Facility Management Business Unit totaled ¥107,802
million, which represents an increase of 3.1% year on year, and operating profit totaled¥8,067 million, an increase of 14.0%, resulting in increases in both revenue and operating
profit compared with the previous fiscal year.
This was mainly due to an increase in revenue of property and facility management with theincrease in the number of properties under management and an increase in the number ofmembers in the fitness club business.
In the fitness club business, we opened MEGALOS HIBIYA Chanter (Chiyoda-ku, Tokyo) in
September 2018 and MEGALOS Reflet SHINSAIBASHI (Chuo-ku, Osaka-shi, Osaka) as a
facility for women only in November 2018 in accordance with the rollout strategy to meet theregional needs and targets.
In addition, as of the end of the fiscal year under review, the number of buildings undermanagement was 732 buildings (up 9 from the end of the previous fiscal year), and thenumber of condominiums under management was 177,582 units (up 3,877).
[Other Business Unit]
Operating revenue in the Other Business Unit totaled ¥94 million, which represents a
decrease of 11.7% year on year, and operating loss totaled ¥43 million (the previous fiscal
year was operating loss of ¥10 million).
2) Capital investment
In the fiscal year under review, the Company spent a total of ¥19,776 million on capital
investment, including Kyoto Kiyomizu-Gojo Project (tentative name) (Higashiyama-ku,
Kyoto-shi, Kyoto).
3) Financing
In the fiscal year under review, the Company procured necessary funds through loans fromfinancial institutions, etc.
4) Business transfer, absorption-type company split or incorporation-type company split
Not applicable.
5) Acquisitions of other companies’ businesses
Not applicable.
6) Successions of rights or duties related to the businesses of other legal entities, etc. due toabsorption-type merger or absorption-type company split
As of August 1, 2018, the merger has been completed with Nomura Real Estate Partners Co.,
Ltd. being the surviving company and Nomura Real Estate Reform Co., Ltd. being theabsorbed company in absorption-type merger.
7) Acquisitions and disposals of shares, other equities, and share acquisition rights in othercompanies
The Company acquired 75% of the shares of Lothbury Investment Management Group
Limited, a British real estate management company, on November 30, 2018.
The Group company Nomura Real Estate Development Co., Ltd. entered a capital allianceagreement with Tokio Property Services Pte Ltd, a real estate agency in Singapore, andacquired 50% of the shares of the company on January 17, 2019.
The Group company Nomura Real Estate Development Co., Ltd. acquired all of the shares of
Ryubundo Co., Ltd., which owns properties such as Hotel Niwa Tokyo, and its wholly-owned
subsidiary UHM Co., Ltd., a hotel operating company, on March 1, 2019.

– 33 –

(2) Trends in operating results and assets in and at the end of the fiscal year under review and themost recent three fiscal years

Classification

12th term(Fiscal year ended
March 31, 2016)

13th term(Fiscal year ended
March 31, 2017)

14th term(Fiscal year ended
March 31, 2018)(Millions of yen)
15th term(Fiscal year underreview)(Fiscal year ended
March 31, 2019)

Operating revenue

569,545569,680

623,762

668,510

Operating profit

80,912

77,271

76,66079,162

Ordinary profit

72,67968,952

68,03369,323

Profit attributable to owners of parent

47,18247,00546,02945,873

Basic earnings per share (Yen)

246.42245.10240.89245.99Total assets

1,485,449

1,593,093

1,673,099

1,759,455

Net assets

456,408

493,813514,982

541,562

Net assets per share (Yen)

2,320.84

2,508.73

2,664.70

2,854.21(3) Status of parent company and major subsidiaries
1) Parent company
Not applicable.
2) Major subsidiaries
Name

Capital stock(Millions of yen)

Ratio of voting
rights (%)

Principal businesses

Nomura Real Estate Development Co.,
Ltd.

2,000

100.0

General real estate business including saleand leasing of real estate

Nomura Real Estate Asset Management
Co., Ltd.

300

100.0

Investment management services including
REIT and privately placed real estate funds

Nomura Real Estate Urban Net Co., Ltd.

1,000

100.0

Brokerage and consignment sales of realestateNomura Real Estate Partners Co., Ltd.

200

100.0

General management of office buildings,
condominiums, etc.

NREG TOSHIBA BUILDING Co., Ltd.

14,372

95.0

Leasing of office buildings, stores, etc.

Nomura Real Estate Life & Sports Co.,
Ltd.

100

100.0

Planning and operation of sports facilities

Nomura Real Estate Heating andCooling Supply Co., Ltd.

480

100.0

Supply of heat as provided for under theHeat Supply Business Act

Geo Akamatsu Co., Ltd.

243

100.0

Planning and management of retail facilities

Nomura Real Estate Wellness Co., Ltd.

300

100.0

Development, planning, and operation of
housing services for the elderly

Nomura Real Estate Hotels Co., Ltd.

100

100.0

Planning and operation of hotels

UHM Co., Ltd.

32

100.0

Operation of hotels

Nomura Real Estate Amenity Service
Co., Ltd.

10

100.0

Cleaning of buildings and condominiums

NREG TOSHIBA BUILDINGFACILITIES Co., Ltd.

30

100.0

General management of office buildings, etc.

PRIME X. Co., Ltd.

100

60.0

Internet advertising

NF Power Service Co., Ltd.

100

51.0

Sale, intermediation, and supply of electricenergyFirst Living Assistance Co., Ltd.

100

51.0

Services aimed at providing assistance tocustomers concerning their homes and living
arrangements

Lothbury Investment Management
Limited

120 million
pound

100.0

Investment management services including
privately placed real estate funds

Notes: 1.

As of August 1, 2018, the merger has been completed with Nomura Real Estate Partners Co., Ltd. being thesurviving company and Nomura Real Estate Reform Co., Ltd. being the absorbed company in absorption-typemerger.

– 34 –

2.
3.
4.
5.
6.

On November 30, 2018, the Company acquired 75% of the shares of Lothbury Investment Management Group
Limited, and its subsidiary Lothbury Investment Management Limited became a major subsidiary.
On March 1, 2019, the Group acquired all of the shares of Ryubundo Co., Ltd., and its subsidiary UHM Co., Ltd.
became a major subsidiary.
On April 1, 2019, the Company transferred part of the shares of NF Power Service Co., Ltd., which was removed
from the scope of consolidation.
The Company has no specified wholly owned subsidiary as of the end of the fiscal year under review.
The ratios of voting rights of UHM Co., Ltd., Nomura Real Estate Amenity Service Co., Ltd., NREG TOSHIBABUILDING FACILITIES Co., Ltd., PRIME X. Co., Ltd., and Lothbury Investment Management Limited are
calculated based on shares held by subsidiaries of the Company.

(4) Issues to address
Regarding Mid- to Long-term business conditions surrounding the Group, there are social issues
such as the progress of a super-aging society, a declining population, and a labor shortage inJapan. In addition, the increase in the number of single and dual-income households, thediversification of lifestyles and workstyles, and the evolution of digital technologies are expected
to become increasingly prominent. Furthermore, we recognize the need to focus on robust
economic growth overseas, especially in Asian countries, as well as the increase in foreign
visitors to Japan and inbound investment.
Based on this recognition of the environment, we have formulated the new Mid- to Long-term
Business Plan “New Value, Real Value” in April 2019.
The Group has set the following four themes for creating new values for society to promote thenew plan: “Realization of enriched lifestyles and workstyles,” “Multifunctional urban
development toward exceptional convenience, comfort, and safety,” “Urban development andcommunity building concerning the future of the global environment and local communities” and“Global expansion of high-quality products and services.”
Over the target period from the fiscal year ending March 2020 through the fiscal year ending
March 2028, the Group has divided the plan into three phases and aims to realize gradual growthof profits. In housing sales and property development, the Group will continue to expand thebusiness actively. In the leasing business, it will build a highly competitive leasing property
portfolio via superior leasing property development and strategic property replacement. In asset
management, brokerage and CRE, and operation and maintenance, which are defined collectively
as a service management field, the Group will expand this field strategically through M&A andpartnerships, in addition to current business growth. It will also develop its overseas businesses
further by utilizing the expertise acquired in Japan. Through the businesses above, the Groupaims to realize high asset and capital efficiency, which is one of its prominent features.
As quantitative targets, the plan set business profit of ¥85.0 billion in the fiscal year ending
March 2022, ¥100.0 billion in the fiscal year ending March 2025, and ¥120.0 to ¥140.0 billion in
the fiscal year ending March 2028. It also set medium- to long-term policies for asset efficiency
at 5% or more of ROA and capital efficiency at 10% or more of ROE. It also aims to strengthen
return to shareholders, setting a total return ratio of approximately 40-50% until the fiscal year
ending March 2022.
Meanwhile, the Group set four key CSR themes: Safety/Security, Environment, Community, andHealth and Well-being. It plans to accelerate its Environmental, Social and Governance (ESG)
initiatives and create social and environmental value through its business activities.
The Group also promotes “wellness management” so that all officers and employees can work
creatively with a healthy body and mind, which will lead to sustainable corporate growth.
Accordingly, it strives to conduct appropriate labor management and improve the working
environment. We appreciate the continued support and encouragement of our shareholders.
Note: Business profit = operating profit + share of profit (loss) of entities accounted for using equity method +amortization of intangible assets associated with corporate acquisitions– 35 –

(5) Principal business offices (as of March 31, 2019)
Business office of the Company
Head office: 1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo(6) Status of employees (as of March 31, 2019)1) Employees in the Group
Business Unit

Number of employees

Residential Development Business Unit

1,113

(191)

Leasing Business Unit

784

(93)

Investment Management Business Unit

186

(6)

Property Brokerage & CRE Business Unit

1,575

(135)

Property & Facility Management Business Unit

2,951

(3,199)3(0)

Other Business Unit
Group overall (in common)
Total
Notes: 1.

2.

368

(22)

6,980

(3,646)

The number of employees refers to the number of working employees. The temporary employees not included in thisnumber are represented by the number in parentheses, which indicates the annual average number calculated using abaseline of prescribed labor hours of regular employees of the respective company. Due to the rounding of fractions,
total figures may not match.
The figure stated in “Group overall (in common)” indicates the number of employees who belong to administrative
departments, which cannot be categorized as specified business units.

2) Employees in the Company
Number of employees

Increase/decrease from theprevious fiscal year-end

Average age

Average years of service

31

Increase of 7

45.0

2.5

Notes: 1.
2.
3.

The number of employees refers to the number of working employees (the figure excludes such employees seconded
from the Company to another company but includes employees seconded to the Company from another company).
The employees are mainly employees seconded to the Company from Group companies such as Nomura Real Estate
Development Co., Ltd. The figure for the average years of service refers to the average length of service at theCompany, and the number of years of service at the company of origin is not included in the calculation.
In addition to the above-listed employees, there are 214 employees of Nomura Real Estate Development Co., Ltd.
who concurrently serve for both companies.

– 36 –

(7) Status of principal lenders (as of March 31, 2019)
The Group follows a general principle of Group financing whereby it is chiefly the Company thatprocures financing and supplies these funds to its subsidiaries and associates. Status of principal
lenders as of the end of the fiscal year under review is as follows:(Millions of yen)
LenderAmount borrowed

MUFG Bank, Ltd.

155,500

Sumitomo Mitsui Banking Corporation

104,500

Mizuho Bank, Ltd.

89,500Sumitomo Mitsui Trust Bank, Limited

48,000Resona Bank, Limited

46,000(8) Other important matters relating to the current status of the GroupNot applicable.

– 37 –

2. Status of the Company(1) Shares of the Company (as of March 31, 2019)1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
192,373,101 shares(including 6,096,664 treasury shares)
Note: The total number of shares issued increased by 217,900 shares due to the exercise of stock options.
The number of treasury shares above does not include 1,725,000 shares held by the executive
compensation BIP (Board Incentive Plan) trust.

3) Number of shareholders:
4) Major shareholders (top 10)

29,476
Number of shared held
(Hundreds of shares)

Shareholding ratio (%)

Nomura Holdings, Inc.

647,775

34.77

Japan Trustee Services Bank, Ltd. (Trust account)

105,713

5.67

The Master Trust Bank of Japan, Ltd. (Trust account)73,2503.93

BNYMSANV AS AGENT/CLIENTS LUX UCITS NON
TREATY 1

50,489

2.71

Japan Trustee Services Bank, Ltd. (Trust account 9)33,326

1.78

HSBC BANK PLC A/C CLIENTS 1

32,239

1.73

Nomura Real Estate Holdings Employee Shareholding
Association

29,356

1.57

Japan Trustee Services Bank, Ltd. (Trust account 5)25,727

1.38

STATE STREET BANK WEST CLIENT - TREATY 505234

23,864

1.28

Trust & Custody Services Bank, Ltd. (Securities investment
trust account)

19,653

1.05

Name

Notes: 1.
2.

Although the Company holds 6,096,664 treasury shares, it is excluded from the list of major shareholders above.
The 6,096,664 treasury shares are excluded in the calculation of the shareholding ratio.

5) Other important matters relating to shares
The Company resolved the acquisition of treasury shares, under Article 459, Paragraph 1 of
the Companies Act and Article 32 of the Company’s Articles of Incorporation, at the meetingof the Board of Directors held on April 26, 2018, and made the acquisition as follows.
Type and number of shares acquired:
Total amount of shares acquired:
Period of acquisition:

2,139,600 common shares¥4,999 million
From April 27, 2018 to February 13, 2019

In order to pay shareholders a return and increase capital efficiency, at the Board of Directors
meeting held on April 25, 2019, a resolution was passed to purchase treasury shares at a total
cost of no more than ¥4,000 million or acquire up to 2,800,000 shares through the market
purchase of common shares of the Company available on the Tokyo Stock Exchange during
the period from April 26, 2019 to October 25, 2019.
The Company has introduced a performance-based stock incentive plan for Directors(excluding Directors as Audit & Supervisory Committee Members, External Directors andnon-residents of Japan) (“executive compensation BIP trust”), according to a resolution at the
14th Ordinary General Meeting of Shareholders held on June 26, 2018. At the end of the
fiscal year under review (March 31, 2019), the number of shares of the Company held by the
executive compensation BIP trust, including those of major subsidiaries such as Nomura Real
Estate Development Co., Ltd which introduced same plan, was 1,725,000 shares.

– 38 –

(2) Status of company officers
1) Directors (as of March 31, 2019)
Name

Position and responsibility in the
CompanySignificant concurrent positions

Atsushi Yoshikawa

Director and Chairman of the Board of
Directors

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer
Group CEO

Chair and Representative Director of Nomura Real
Estate Development Co., Ltd.

Seiichi Miyajima

Executive Vice President andRepresentative Director
Group COO

President and Representative Director, and Chief
Executive Officer of Nomura Real Estate
Development Co., Ltd.

Toshiaki Seki

Executive Vice President andRepresentative Director
Group companies
Business Unit Manager of Property &Facility Management Business Unit

Chair and Representative Director of Nomura Real
Estate Partners Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.
President and Representative Director of Nomura
Real Estate Wellness Co., Ltd.
Director of Ryubundo Co., Ltd.
President and Representative Director of NF PowerService Co., Ltd.

Hiroyuki Kimura

Director and Executive Officer
Group CFO
Investor relations

Makoto Haga

Director and Executive Officer
Supervisor of Management DivisionCorporate Communications Dept.

Director of Nomura Real Estate Development Co.,Ltd.
Outside Director of Ryohin Keikaku Co., Ltd.

–
Director and Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.

Shigeru Matsushima

Director

Satoko Shinohara

Director

Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma andAssociates–

Takao Orihara

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Life & Sports Co., Ltd.
Audit & Supervisory Board Member of Geo
Akamatsu Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Hotels Co., Ltd.

– 39 –

Name

Position and responsibility in the
CompanySignificant concurrent positions

Shigeki Fujitani

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Asset Management Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of NREGTOSHIBA BUILDING Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Hotels Co., Ltd.
Audit & Supervisory Board Member of RyubundoCo., Ltd.
Audit & Supervisory Board Member of UHM Co.,Ltd.
Audit & Supervisory Board Member of PRIME X.
Co., Ltd.

Satoshi Ogishi

Director(Audit & Supervisory Committee
Member)Partner of Nishimura & Asahi
Executive Director of Nozomi Servicing Co., Ltd.

Akira Yamate

Director(Audit & Supervisory Committee
Member)Outside Director of Mitsubishi UFJ Financial
Group, Inc.
External Audit & Supervisory Board Member ofPrudential Holdings of Japan, Inc.

Akira Ono

Director(Audit & Supervisory Committee
Member)Partner of Spring Partners

Notes: 1.
2.
3.
4.
5.
6.

7.
8.

Directors Shigeru Matsushima and Satoko Shinohara, and Directors (Audit & Supervisory Committee Members)
Satoshi Ogishi, Akira Yamate and Akira Ono are External Directors.
Directors Shigeru Matsushima and Satoko Shinohara, and Directors (Audit & Supervisory Committee Members)
Satoshi Ogishi, Akira Yamate and Akira Ono are Independent Directors/Auditors as stipulated under the regulationsof the Tokyo Stock Exchange.
Director (Audit & Supervisory Committee Member) Takao Orihara has extensive knowledge of finance andaccounting from his many years of business experience in finance.
Director (Audit & Supervisory Committee Member) Shigeki Fujitani has extensive knowledge of finance and audit
from his many years of business experience in finance.
Director (Audit & Supervisory Committee Member) Akira Yamate has great knowledge and experience andprofound insights as an expert at accounting and auditing acquired through his many years working as a Certified
Public Accountant.
The Company appoints full-time Audit & Supervisory Committee Members to strengthen the auditing andsupervising function by collecting information from the Directors (excluding Audit & Supervisory Committee
Members), Executive Officers, employees, etc., attending at important company meetings, and ensuring sufficient
coordination between the committee and the internal audit department and others.
The name of Director Satoko Shinohara as described here and above is her professional name, but her name on thefamily register is Satoko Kuma.
As of April 1, 2019, positions and responsibilities and significant concurrent positions of Directors Toshiaki Seki,
Hiroyuki Kimura and Makoto Haga are as follows:
Position and responsibility in the
Name
Significant concurrent positions
Company

Toshiaki Seki

Executive Vice President andRepresentative Director
Business Unit Manager of Commercial
Real Estate Business Unit

Executive Vice President and Representative
Director of Nomura Real Estate Development Co.,Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.

Hiroyuki Kimura

Director

Executive Vice President and Representative
Director of Nomura Real Estate Asset Management
Co., Ltd.

– 40 –

Position and responsibility in the
CompanySignificant concurrent positions

Director and Executive Officer
Group CFO
Supervisor of Management Division
Investor relations
Corporate Communications Dept.

Director and Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.

Name
Makoto Haga

2) Outline of limited liability agreements
Directors Atsushi Yoshikawa, Shigeru Matsushima and Satoko Shinohara, and five Directors(Audit & Supervisory Committee Members), have entered into agreements with the Company
to limit their liability for damages provided for in Article 423, Paragraph 1 of the Companies
Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. The
maximum amount of liability based on the said agreements, on condition that they performtheir 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) Total amount of compensation, etc. to Directors
Breakdown

Category

Total
number of
persons
paid

Total
payment
amount(Millionsof yen)Base compensation(Millions of yen)

Bonus(Millions of yen)

Share-based
compensation(Millions of yen)

Number of
personspaid

Amountpaid

Number of
personspaid

Amountpaid

Number of
personspaid

Amount
paid

5

115

6

121

Directors (excluding
Audit & Supervisory
Committee Members)

8

555

8

318

(Of which,External
Directors)

(2)

(27)

(2)

(27)

(–)

(–)

Directors (Audit &Supervisory Committee
Members)

5

144

5

144

–

–

(Of which,External
Directors)

(3)

(42)

(3)

(42)

(–)

(–)

Total

13

699

13

462

Notes: 1.

2.

3.

5

115

6

121

The compensation amount (“base compensation” and “bonus”) of Directors has been set as no greater than ¥550
million per year for Directors (excluding Directors as Audit & Supervisory Committee Members) per the proposal
approved at the Ordinary General Meeting of Shareholders held on June 26, 2018, and no greater than ¥150 million
per year for Directors (Audit & Supervisory Committee Members) per the proposal approved at the Ordinary
General Meeting of Shareholders held on June 26, 2015. The compensation amount of Directors is shown as theamount recorded by the Company as an expense during the fiscal year under review regardless of whether it was
paid during the fiscal year under review.
Apart from the compensation amount for Directors in Note 1 above, a performance-based stock incentive plan for
Directors (excluding External Directors and Directors as Audit & Supervisory Committee Members) was introduced,
and the Company’s contribution to a trust as compensation for Directors (excluding External Directors and Directors
as Audit & Supervisory Committee Members) will not be an amount of more than ¥730 million over the relevant
period of three fiscal years, per the proposal approved at the Ordinary General Meeting of Shareholders held on June
26, 2018.
The amount paid as “share-based compensation” above includes performance-based stock incentive recorded as an
expense for the fiscal year under review.
The amount paid as “share-based compensation” above includes the compensation amount in the form of stock
options recorded as an expense during the fiscal year under review (¥27 million for six Directors (excluding External
Directors and Directors as Audit & Supervisory Committee Members)).
Compensation in the form of stock options is paid within the annual maximum amount of ¥650 million per the
proposal approved at the Ordinary General Meeting of Shareholders held on June 26, 2015, prior to the introductionof the compensation plans shown in Notes 1 and 2 above. The Company has determined to abolish the current stock
options system and stop granting new stock options after granting stock options as compensation for Directors forthe fiscal year ended March 2018.

– 41 –

4) External Officers
a. Relations between other organizations where significant concurrent positions are assumed
and the Company
Category

Name

Director

Shigeru Matsushima

Director

Satoko Shinohara

Significant concurrent positions

Relationship with the Company––

Professor of Japan Women’s
University

The Company has business relations
with said university in the form ofreceiving consulting services.

Representative Director of Spatial
Design Studio

Not applicable

Representative Director of Kengo
Kuma and Associates

The Company has business relations
with said firm in the form of receiving
consulting services.

Partner of Nishimura & Asahi

The Company has business relations
with said firm in the form of receiving
legal services.

Executive Director of Nozomi
Servicing Co., Ltd.

Not applicable

Director
Akira Yamate(Audit & Supervisory
Committee Member)

Outside Director of Mitsubishi UFJ
Financial Group, Inc.

Not applicable

External Audit & Supervisory Board
Member of Prudential Holdings ofJapan, Inc.

Not applicable

Director
Akira Ono
(Audit & Supervisory
Committee Member)Partner of Spring Partners

Not applicable

Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)

Notes: 1.

2.

3.

The Company and the Company’s wholly-owned subsidiary, Nomura Real Estate Development Co., Ltd. havetransactions with Japan Women’s University, where Director Satoko Shinohara holds an important concurrent
position, mainly in consulting for community designs. The transaction amount in the most recent business year isminor and represents less than 2% of the consolidated operating revenue of the Company and of the revenue of said
university.
The Company and Nomura Real Estate Development Co., Ltd. have transactions with Kengo Kuma and Associates,
where Director Satoko Shinohara holds an important concurrent position, mainly in consulting for community
designs. The transaction amount in the most recent business year is minor and represents less than 2% of theconsolidated operating revenue of the Company and of the net sales of said company.
The Company and Nomura Real Estate Development Co., Ltd. receive legal advice when necessary from Nishimura& Asahi, where Director (Audit & Supervisory Committee Member) Satoshi Ogishi holds an important concurrent
position, through other attorneys from said firm, but have not concluded a legal counsel agreement with the firm.
The transaction amount in the most recent business year is minor and represents less than 2% of the consolidated
operating revenue of the Company and of the revenue of said firm.

– 42 –

b. Main activities for the fiscal year under review
Category

Name

Main activities

Director

Shigeru Matsushima

Mr. Matsushima attended 14 out of 14 meetings of the Board of Directors held
during the fiscal year under review and asked questions and expressed opinions
on proposals, deliberations and other matters as necessary.

Director

Satoko Shinohara

Ms. Shinohara attended 14 out of 14 meetings of the Board of Directors held
during the fiscal year under review and asked questions and expressed opinions
on proposals, deliberations and other matters as necessary.

Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)

Mr. Ogishi attended 14 out of 14 meetings of the Board of Directors and 11 outof 11 meetings of the Audit & Supervisory Committee held during the fiscal
year under review and asked questions and expressed opinions on proposals,deliberations and other matters as necessary.

Director
Akira Yamate(Audit & Supervisory
Committee Member)

Mr. Yamate attended 14 out of 14 meetings of the Board of Directors and 11
out of 11 meetings of the Audit & Supervisory Committee held during the fiscal
year under review and asked questions and expressed opinions on proposals,deliberations and other matters as necessary.

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Mr. Ono attended 14 out of 14 meetings of the Board of Directors and 11 out of
11 meetings of Audit & Supervisory Committee held during the fiscal year
under review and asked questions and expressed opinions on proposals,deliberations and other matters as necessary.

– 43 –

(3) Accounting Auditor
1) NameErnst & Young ShinNihon LLC

Note: On July 1, 2018, Ernst & Young ShinNihon LLC changed its Japanese corporate name from ShinNihon Yugen Sekinin
Kansa Hojin to EY ShinNihon Yugen Sekinin Kansa Hojin but left its English name unchanged.

2) Amount of remuneration, etc.
Amount of payment(Millions of yen)

Category
Amount of remuneration, etc. to be paid to the Accounting Auditor for the fiscal year
under review

63

Total amount of money and other financial profits to be paid by the Company and its
subsidiaries to the Accounting Auditor

183

Notes: 1.

2.

Since the audit contract between the Company and the Accounting Auditor does not clearly distinguish between theamounts of remuneration, etc. for audits conducted based on the Companies Act and based on the Financial
Instruments and Exchange Act, respectively and it is not possible to substantively distinguish them, the amount of
remuneration, etc. to be paid to the Accounting Auditor for the fiscal year under review is the total amount for both.
The Audit & Supervisory Committee obtained necessary resources and received reports from the Directors, financedivision and the Accounting Auditor, and upon doing so, it confirmed the Accounting Auditor’s record ofachievements and record of remuneration in the past and examined the Accounting Auditor’s audit plan and groundsof the calculation of the remuneration estimate for the fiscal year under review. As a result, the Audit & Supervisory
Committee judged that the Accounting Auditor’s amount of remuneration, etc. was suitable and provided its consent
pursuant to Article 399, Paragraph 1 of the Companies Act.

3) Description of non-auditing services
Not applicable.
4) Policy for dismissal or non-reappointment decision of Accounting Auditor
If the Accounting Auditor is recognized as falling under any of the items listed in Article 340,
Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall dismiss the
Accounting Auditor with the unanimous consent of all Audit & Supervisory Committee
Members.
In addition, notwithstanding the above, if it is recognized that the Accounting Auditor’s
fulfilment of appropriate auditing would be difficult due to the occurrence of reasons thatcompromise the eligibility or independence of the Accounting Auditor, the Audit &Supervisory Committee shall propose the dismissal or non-reappointment of the Accounting
Auditor at a General Meeting of Shareholders.

– 44 –

(4) System to ensure the appropriateness of operations and the operational status of that system<Outline of resolution on system to ensure the appropriateness of operations>
The Company has passed the following resolutions at meetings of Board of Directors regarding
systems to ensure that Directors’ execution of their duties is in compliance with laws andregulations and the Articles of Incorporation and other systems to ensure the appropriateness ofoperations.

1)
System to ensure thatthe execution of duties of the
Directors and Executive
Officers complies with laws
and regulations and the
Articles of Incorporation

2)
System for the retention
and management of
information relating to the
execution of duties of the
Directors and Executive
Officers

3)
Rules and other systems
for management of risk of loss

4)
System to ensure theefficient execution of duties of
the Directors and Executive
Officersa.
Aiming to be a corporate group that prospers together with its customers andsociety, the Board of Directors has formulated the Nomura Real Estate Group
Code of Action which sets forth the behavior that all Directors, officers andemployees should strive to exemplify. Directors and Executive Officers shall leadby example and comply with this Code of Action.
b.
The Company has formulated the Board of Directors Regulations and theOrganization and Resolutions Rules, which form the basis for referring matters to,and reporting to, the Board of Directors. Directors and Executive Officers shall
execute their duties in accordance with these Regulations and Rules.
c.
The execution of the duties by Directors and Executive Officers shall be
audited by the Audit & Supervisory Committee.
The Company has formulated the Information Security Provisions, which stipulate
the basic matters concerning the information management system and the handlingof information, to ensure that minutes of General Meetings of Shareholders,
minutes of Board of Directors meetings, and other documents containing
information related to the execution of duties by Directors (excluding Directors as
Audit & Supervisory Committee Members) and Executive Officers are stored in an
appropriate place and saved for the stipulated period of time, so that they can bequickly accessed upon request by Directors or Executive Officers at any time.
a.
The Board of Directors shall exercise overall control of risk management inaccordance with the Risk Management Regulations, develop a system to ensure
effective mutual check functions, assign personnel appropriately, provide
education for the development of human resources, fully disseminate theimportance of risk management to all Directors, officers and employees, andformulate appropriate measures to prevent accidents.
b.
To deliberate business risks, the Company has established a Risk
Management Committee comprising Directors, Executive Officers, etc. of theCompany and Group companies designated by the Board of Directors toperiodically monitor, assess, and analyze risks, and deliberate basic principles formeasures to prevent risks that may occur during corporate management andbusiness development, to respond when risks arise, and to prevent recurrence, in
accordance with the Risk Management Regulations and the Meeting Bodies Rules.
In addition, the Company has established a Group Risk Meeting comprising
Directors, Executive Officers, etc. of Group companies designated by the chairmanof the Risk Management Committee to share risk information and response
policies within the Group.
The Risk Management Committee and Group Risk Meeting shall in principle meetbimonthly or when necessary, respectively, and shall report the content ofdeliberations to the Board of Directors at least once every three months.
c.
When a risk requiring immediate action arises, in accordance with the Risk
Management Regulations, the chairman of the Risk Management Committee andExecutive Officers and general managers of departments and branch offices incharge of Group risk management, PR, management of affiliated companies,
corporate administration, and finance stipulated by the Risk Management
Regulations shall discuss and determine the basic policy for measures to address
the risk. The Company and Group companies shall respond in accordance with thisbasic policy.
a.
To facilitate flexible decision-making concerning the execution of business,certain matters determined by resolution of the Board of Directors among thematters concerning the execution of business at all Group companies shall bedecided through the Management Committee or through an internal approvalsystem.
b.
The Company has introduced an Executive Officer system aiming tostrengthen Group management by separating management oversight and decisionmaking function from business execution function, thereby enhancing theexecution function.

– 45 –

5)
System to ensure thatthe execution of duties of theemployees complies with laws
and regulations and the
Articles of Incorporation

6)
System to ensure theappropriateness of operationsin the corporate groupconsisting of the Company, its
parent company andsubsidiaries

c.
The Board of Directors shall, by resolution, appoint Executive Officers incharge of the execution of business, stipulate their business, and delegate thebusiness operations of the Company. Individual Executive Officers shall executebusiness based on the administrative authorities delegated in accordance withinternal regulations, etc. and based on Company policies determined by the Boardof Directors, decisions regarding business execution made by the Management
Committee, and the directions of the Chief Executive Officer.
d.
The Board of Directors shall create annual budgets and mid-term
management plans, and manage progress on a monthly basis. The results ofmonthly progress management shall be reflected into the execution of duties.
As a holding company, the Company established the following compliance systemcovering not just the Company itself but the entire corporate group.
a.
Aiming to be a trusted corporate group that prospers together with its
customers and society, the Company has established the Nomura Real EstateGroup Code of Action which sets forth the behavior that all officers and employees
should strive to exemplify, and ensures that all Directors, officers and employees
comply with the Code of Action.
b.
The Company has established the Risk Management Committee and Group
Legal & Compliance Department, and promotes continual education andenlightenment activities for officers and employees to increase awareness ofcompliance.
c.
The Company has established the Nomura Real Estate Group Help Line as
an internal whistleblowing system for shared use by all Group companies. Reports
and questions can be directed to internal parties (the chairman of the Risk
Management Committee and the Group Legal & Compliance Department) andexternal parties (attorneys at law and contractors). Such reports remain strictly
confidential to prevent informants from receiving adverse treatment based on
having provided information.
The corporate group comprising the Company and its subsidiaries forms the
Nomura Real Estate Group centered on the Company as the holding company. The
Nomura Real Estate Group has established the following systems to ensure
appropriate operations.
a.
Aiming to be a trusted corporate group that prospers together with its
customers and society, the Company has established the Nomura Real EstateGroup Code of Action which sets forth the behavior that all officers and employees
should strive to exemplify, and ensures that all officers and employees comply
with the Code of Action.
b.
The Management Committee has been established in the Company to discuss
important matters related to Group management and overall Group company
business execution, and to determine certain matters related to overall Group
company business execution. In addition, the Management Committee ensures thecommon purpose of Group management through these activities.
c.
The Risk Management Committee has been established in the Company todiscuss matters concerning internal controls for the entire Group as well as mattersrelated to risks pertaining to Group management, and to promote the sharing of
information.
d.
The Company has established the Affiliated Company Management
Regulations that require Group companies to discuss with or report to theCompany in advance when determining important matters.
e.
The Company has established the Group Internal Audit Department, which
reviews internal audits performed by Group companies in accordance with theGroup Internal Audit Regulations, thereby maintaining and improving the qualityof audits throughout the entire Group.
f.
The Company has established the CSR Committee and Corporate
Communications Department, and promotes continual education andenlightenment activities to increase CSR awareness throughout the entire Group.
g.
The Company has established the Nomura Real Estate Group Help Line as
an internal whistleblowing system for shared use by all Group companies. Reports
and questions can be directed to internal parties (the chairman of the Risk
Management Committee and the Group Legal & Compliance Department) andexternal parties (attorneys at law and contractors). Such reports remain strictly
confidential to prevent informants from receiving adverse treatment based on
having provided information.

– 46 –

7)
System to ensure thereliability of financial
reporting8)
Items related to the
Directors and employees
aiding the duties of the Audit& Supervisory Committee,
items related to the
independence of these
Directors and employees fromother Directors (excluding
Directors as Audit &Supervisory Committee
Members), and items related
to ensuring the effectivenessof the instructions from the
Audit & Supervisory
Committee to these Directors
and employees
9)System for the
Directors, Executive Officers
and employees to report to the
Audit & Supervisory
Committee, system for
Directors, Audit &Supervisory Board Members,
Executive Officers, andemployees of subsidiaries, andpersons receiving reports fromthem to report to the Audit &Supervisory Committee, andsystem to ensure that thesepeople conducting thereporting shall not be
subjected to adverse treatment
due to such reporting10) Items related to thepolicies on procedures for the
prepayment or reimbursementof expenses arising from theexecution of duties of the
Audit & Supervisory
Committee Members, and thehandling of other expenses or
obligations arising from theexecution of these duties11) Other systems to ensure
the audits of the Audit &Supervisory Committee are
implemented effectively

The Company has established the Internal Control Regulations for Financial
Reporting for the Group in accordance with the Financial Instruments andExchange Act and other related laws to ensure the reliability of the Nomura Real
Estate Group’s financial reporting. Based on the Regulations, the Company
develops and operates the internal controls related to financial reporting andevaluates their effectiveness.
The Company has established the Audit & Supervisory Committee Department toassist duties of the Audit & Supervisory Committee, and dedicated staffs assigned
to this department perform duties in accordance with the directions and orders
issued by Audit & Supervisory Committee Members. Directors shall obtain theconsent of the Audit & Supervisory Committee Members designated by the Audit& Supervisory Committee with respect to personnel matters concerning dedicatedstaff of the Audit & Supervisory Committee Department.

a.
When matters arise that may result in significant damage to the Company orGroup companies or violate laws and regulations or the Articles of Incorporation,
Directors, Executive Officers, and employees of the Company and Group
companies, and Audit & Supervisory Board Members of Group companies shallimmediately report such matters to the Audit & Supervisory Committee.
b.
The Group Internal Audit Department shall report to the Audit &Supervisory Committee the results of internal audits, the status of improvements,
and the status of evaluations of internal controls related to financial reporting.
c.
Upon a request from Audit & Supervisory Committee Members designatedby the Audit & Supervisory Committee, Directors, Executive Officers, andemployees of the Company and Group companies shall report the status ofbusiness execution at their respective companies.
d.
The chairman of the Risk Management Committee shall report the content ofreports submitted to the Nomura Real Estate Group Help Line to the Audit &Supervisory Committee Members designated by the Audit & Supervisory
Committee.
e.
Informants in all of the above items shall be protected against receiving
adverse treatment based on having reported information.
The Company shall bear the expenses deemed necessary for the execution of duties
by Audit & Supervisory Committee Members. The Audit & Supervisory
Committee may retain attorneys at law, certified public accountants, consultants, orother external advisors as necessary to perform audits.

a.
The Audit & Supervisory Committee shall periodically exchange opinionswith the President.
b.
Audit & Supervisory Committee Members shall attend meetings of theManagement Committee and other important meeting bodies of the Company, togather information and express their opinions on the execution of business.
c.
Audit & Supervisory Committee Members designated by the Audit &Supervisory Committee may ask the Company and Group companies for
explanations and reports about the execution of business, and investigate the stateof business and finances when necessary.
d.
The Audit & Supervisory Committee shall closely cooperate with the
Accounting Auditor and the Group Internal Audit Department. This cooperation
shall include the periodic exchange of opinions and information concerning audits.
e.
The Group Internal Audit Department shall obtain the consent of the Audit& Supervisory Committee regarding the establishment of internal audit plans. In
addition, the Audit & Supervisory Committee may provide the Group Internal
Audit Department recommendations and instructions on changes in internal audit
plans, additional audits, necessary investigations, etc., when necessary.

– 47 –

f.
Directors shall consult with the Audit & Supervisory Committee in advancewith respect to appointments of responsible personnel in the Group Internal Audit
Department.

<Outline of the operational status of the system to ensure the appropriateness of operations>
The outline of the operational status of the system to ensure the appropriateness of operations in
the fiscal year under review is as follows.

1)

Compliance2)

Risk management

3)

Internal audits

4)

CSR activities

5)
Execution of duties of
the Directors

The Group regards compliance, including the observance of laws and regulations
and corporate ethics, as one of the most important management issues. As a set of
relevant guidelines, the Company has formulated the Nomura Real Estate Group
Code of Action.
Moreover, the Company has established the Risk Management Committee andGroup Legal & Compliance Department in the Company to promote continual
education and enlightenment activities for the officers and employees of the entire
Group, and to provide advice, guidance and support to Group companies.
In the fiscal year under review, compliance training for officers and employees
was held 65 times.
The Group regards accurately addressing all risks related to business operations
and ensuring the soundness of management as the foundation of corporate
governance, and has established the Risk Management Regulations as the basic
issues concerning risk management.
In addition, the Company has established a Risk Management Committee whose
members include Directors, Executive Officers and others in the Company andGroup companies, for the purpose of promoting risk management activities within
the Group. The Committee meets bimonthly in principle, deliberates mattersrelated to risk management, compliance, and information security for the entire
Group, and discusses countermeasures in case risks arise. The contents ofdeliberations are regularly reported to the Board of Directors. The Committee also
provides necessary guidance, advice and support to Group companies.
During the fiscal year under review, the Risk Management Committee and theGroup Risk Meeting held 12 meetings in total, and the contents of deliberations
were reported to the Board of Directors.
The Company has established the Group Internal Audit Department, which works
to oversee, monitor and evaluate the internal audit function of the entire Group, as
well as perform audits of each department within the Company. Also, results ofaudits are reported to the Board of Directors, and a system is in place to reportresults to the Audit & Supervisory Committee, aimed at collaboration with the
Accounting Auditor.
During the fiscal year under review, audit results were reported to the Board of
Directors four times, and reported to the Audit & Supervisory Committee 11
times, thereby sharing both the problems identified through internal audits as wellas improvement measures.
The Group regards finding solutions to social issues and creating new social
values through business to be its CSR.
The Group has established a CSR Committee comprising Directors, Executive
Officers and External Directors of the Company (chaired by the Executive Vice
President and Representative Director of the Company) and a CSR Promotion
Committee comprising directors, etc. of each business unit and Group companies
as a subordinate organization, where policies and action plans related to CSR are
deliberated.
In the fiscal year under review, CSR Committee and CSR Promotion Committee
were held seven times in total.
The Board of Directors, in principle, holds its meeting on a monthly basis, decides
important corporate matters, such as basic management policies, and supervises
the execution of duties by Directors and business operations by Executive
Officers.
By inviting External Directors, the Company bolsters the oversight function of theBoard of Directors and ensures fair and highly-transparent management.
The Company has introduced an Executive Officer system aiming to strengthenGroup management by separating management oversight and decision-making
function from business execution function, both of which have traditionally been
the responsibility of Directors, to enhance the execution function. Individual
Executive Officers appointed by the Board of Directors execute business based on
the administrative authorities delegated in accordance with internal regulations,– 48 –

6)
Execution of duties of
the Audit & Supervisory
Committee

etc. and based on Company policies determined by the Board of Directors and the
directions of the Chief Executive Officer.
The Company’s Management Committee comprises the Chief Executive Officer
and Executive Officers nominated by the Board of Directors. The Management
Committee meets three or four times each month in principle, and determines
certain matters regarding overall Group company business execution.
During the fiscal year under review, the Board of Directors meeting was held 14
times. At these meetings, in addition to deliberating and making decisions about
important matters concerning company management, the Board of Directors
regularly received reports from Directors and Executive Officers, allowing theBoard of Directors to oversee the execution of duties and business. The
Management Committee meeting was held 49 times, and certain matters related tobusiness execution by the Company and Group companies were deliberated anddecided upon.
The Audit & Supervisory Committee receives regular reports from the internal
audit department on the implementation status and results of internal audits. Whennecessary, the Audit & Supervisory Committee may request a report to Directors,
Executive Officers, or business execution departments of the Company or Group
companies. The Audit & Supervisory Committee also audits and supervises theexecution of duties by Directors and business operations by Executive Officers
while cooperating with the Accounting Auditor as needed.
Audit & Supervisory Committee Members attend Board of Directors meetings andother important meetings and request reports from business execution departments
as necessary to collect information on the Company’s execution of business
operations.
The Company has established the Audit & Supervisory Committee Department inorder to assist the duties of the Audit & Supervisory Committee and assigns
dedicated staff to implement measures for increasing the effectiveness of audit
operations.
During the fiscal year under review, the Audit & Supervisory Committee meeting
was held 11 times.

(5) Policy regarding decisions on the dividends of surplus
For the fiscal year under review, the Company’s target for a payout ratio is approximately 30% in
accordance with business performance, comprehensively considering factors including theoperating environment and capital investment plans, and taking retained earnings into
consideration. As for treasury share purchases, the decision whether to do so will be made taking
into comprehensive consideration financial soundness, share price level, etc.
Based on these policies, concerning dividends for the fiscal year ended March 31, 2019, theCompany has set a year-end dividend per share for the fiscal year ended March 31, 2019 of ¥37.5
as forecasted. Combined with the second quarter-end dividend already paid, the annual dividend
per share is ¥75 and dividend payout ratio is 30.5%. During the fiscal year under review,
2,139,600 treasury shares were purchased at a total cost of ¥4,999 million.
Furthermore, in the Mid- to Long-term Business Plan formulated in April 2019, the policy is to
set the total return ratio at around 40 to 50% in Phase 1 (from the fiscal year ending March 2020
to the fiscal year ending March 2022). At the meeting of the Board of Directors held on April 25,
2019, the Company resolved to acquire treasury shares from April 26, 2019 to October 25, 2019,with an upper limit of 2,800,000 shares and at a total cost of no more than of ¥4,000 million.

– 49 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2019
(Millions of yen)
Liabilities

AssetsCurrent Assets:

849,528

Cash and Deposits

81,351

Notes and Accounts Receivable - Trade

26,601

Securities

37,000Real Estate for Sale

161,224

Real Estate for Sale in Process

290,398

Land Held for Development

184,650

Equity Investments

18,066

Other50,274

Allowance for Doubtful Accounts(39)

Non-current Assets:

909,926

Property, Plant and Equipment

787,033

Buildings and Structures

223,385Land

544,226

Other

19,421Intangible Assets

18,104

Investments and Other Assets

104,789

Investment Securities

50,522

Leasehold and Guarantee Deposits

25,448Deferred Tax Assets

20,863

Other

7,956

Allowance for Doubtful Accounts

Total Assets

231,873
53,92779,50013,31826,9158,176
495
26
49,513
986,019
140,000
694,500
59,24961,5633,900
15
18,175719
7,895
1,217,893

Net Assets(0)

1,759,455

Current Liabilities:
Notes and Accounts Payable - Trade
Short-term Loans Payable
Income Taxes Payable
Deposits Received
Provision for Bonuses
Provision for Bonuses for Directors (andother officers)
Provision for Loss on Business
Liquidation
Other
Non-current Liabilities:
Bonds Payable
Long-term Loans Payable
Leasehold and Guarantee Deposits
Received
Deferred Tax Liabilities
Deferred Tax Liabilities for Land
Revaluation
Provision for Loss on Subleasing
Business
Retirement Benefit Liability
Provision for Stocks Payment
Other
Total Liabilities
Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Shares
Accumulated Other Comprehensive
Income:Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
Remeasurements of Defined Benefit
Plans
Share Acquisition Rights:
Non-controlling Interests:
Total Net Assets
Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 50 –

516,613
117,293
110,537
307,570(18,787)
10,134
6,718
(259)
7,860
(677)
(3,507)2,346
12,467
541,562
1,759,455

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2019
(Millions of yen)

Operating Revenue
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Share of Profit of Equities Accounted for Using Equity Method
Gain on Donation of Non-current Assets
Other
Non-operating Expenses
Interest Expenses
Other
Ordinary Profit
Extraordinary Losses
Impairment Loss
Loss on Building Reconstruction
Loss on Transfer of Non-current assets
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
ProfitProfit Attributable to Non-controlling Interests
Profit Attributable to Owners of Parent
Note: The figures are denoted by rounding fractions down to the unit indicated.

– 51 –

668,510479,797
188,712
109,549
79,162
746
44
69
167
54
409
10,5848,753
1,831
69,323
3,916
1,989
835
1,091
65,40723,263(4,385)46,529655
45,873

NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2019
(Millions of yen)
Liabilities

AssetsCurrent Assets:

311,106

Current Liabilities:

123,157

Cash and Deposits

49,174

Short-term Loans Payable

79,500

Securities

37,000Accounts Payable - Other

485

Accounts Receivable - Trade

1,864

Accrued Expenses

Prepaid Expenses
Short-term Loans Receivable
Other
Non-current Assets:

1,086

Income Taxes Payable106

Deposits Received

217,855
5,104
932,849354
41,249Provision for Bonuses

264

Provision for Bonuses for Directors (andother officers)

115

Other

102

Property, Plant and Equipment

184

Buildings

42

Tools, Furniture and Fixtures

99

Bonds Payable

140,000

Construction in Progress

42

Long-term Loans Payable

694,500

Intangible Assets

912

Other

1,703

Investment Securities

259
179,393Long-term Loans Receivable from
Subsidiaries and Associates

745,000

Deferred Tax Assets
Other

Other

4,661

Net Assets
Shareholders’ Equity:

280,775

Capital Stock117,293

Capital Surplus

117,657

Legal Capital Surplus
Retained Earnings

733

Other Retained Earnings
Retained Earnings Brought Forward

0117,657
64,61264,61264,612(18,787)

Valuation and Translation Adjustments:(18)

Valuation Difference on Available-forsale Securities(3)

Deferred Gains or Losses on Hedges(14)

Share Acquisition Rights:
Total Net Assets
1,243,955

98

960,852

Treasury Shares

Total Assets

837,694

3,096

Total Liabilities

930,048

Shares of Subsidiaries and Associates

Long-term Prepaid Expenses

Provision for Stocks Payment

2,615

SoftwareInvestments and Other Assets

Non-current Liabilities:

Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

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2,346
283,103
1,243,955

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2019
(Millions of yen)

Operating Revenue
Dividends from Subsidiaries and Associates
Financial Revenue
Business Advisory Fee
Other
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Gain on Forfeiture of Unclaimed Dividends
Other
Non-operating Expenses
Commission fee
Loss on Investments in Partnership
Other
Ordinary Profit
Extraordinary Income
Gain on Reversal of Share Acquisition Rights
Extraordinary Losses
Loss on Valuation of Shares of Subsidiaries and Associates
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
ProfitNote: The figures are denoted by rounding fractions down to the unit indicated.

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42,73325,46812,591
1,000
3,672
8,196
34,537
8,621
25,915
29
2
16
5
4
26
7
18
0
25,918
10
10
132
132
25,796250(46)
25,593

Audit Report of Accounting Auditor on Consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 15, 2019
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements, which
comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net
assets and the notes to the consolidated financial statements of Nomura Real Estate Holdings, Inc. (the “Company”) applicableto the fiscal year from April 1, 2018 through March 31, 2019.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our
audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit is not to
express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments the Auditor
considers internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position and results of operations of the Nomura Real Estate Group, which consisted of the Company and consolidated
subsidiaries, applicable to the fiscal year ended March 31, 2019 in conformity with accounting principles generally accepted inJapan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

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Audit Report of Accounting Auditor on Non-consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 15, 2019
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial statements,
which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statementof changes in net assets, the notes to the non-consolidated financial statements and the related supplementary schedules of
Nomura Real Estate Holdings, Inc. (the “Company”) applicable to the 15th business year from April 1, 2018 through March 31,
2019.
Management’s Responsibility for the Non-consolidated Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the non-consolidated financial statements and the related
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operatingsuch internal control as management determines is necessary to enable the preparation and fair presentation of thenonconsolidated financial statements and the related supplementary schedules that are free from material misstatement, whether
due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these non-consolidated financial statements and the related supplementaryschedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial
statements and the related supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the non-consolidated
financial statements and the related supplementary schedules. The procedures selected depend on the Auditor’s judgment,
including the assessment of the risks of material misstatement of the non-consolidated financial statements and the related
supplementary schedules, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectivenessof the entity’s internal control, but in making these risk assessments the Auditor considers internal controls relevant to theentity’s preparation and fair presentation of the non-consolidated financial statements and the related supplementary schedules inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the non-consolidated financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the non-consolidated financial statements and the related supplementary schedules referred to above present
fairly, in all material respects, the financial position and results of operations of Nomura Real Estate Holdings, Inc. applicable tothe 14th business year ended March 31, 2018 in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

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Audit Report of the Audit & Supervisory Committee(Translation)

Audit Report
The Audit & Supervisory Committee has conducted audit on the execution of duties by Directors for the 15th business year from
April 1, 2018 to March 31, 2019, and hereby reports the methods, details and results of audit as follows:
1. The Methods and Details of the Audit
With regard to the resolution of the Board of Directors concerning the matters stipulated in Article 399-13, Paragraph 1, Item
1, (b) and (c) of the Companies Act, as well as the system (the internal control system) developed based on such resolution,
the Audit & Supervisory Committee received reports regularly and requested explanation as necessary from the Directors,
Executive Officers, employees, etc. on the establishment and operation of such system, expressed its opinion, and conducted
audit by the following methods.
1) In accordance with the Audit & Supervisory Committee audit criteria established by the Audit & Supervisory Committee,
as well as the auditing policies and allocation of duties, we cooperated with the internal control department of the Company;
attended significant meetings; obtained reports on matters related to the execution of duties from Directors, Executive
Officers, employees, etc.; requested explanation as necessary; reviewed documents which record approval of material
matters; and conducted investigations regarding the status of the business operations and assets. With respect tosubsidiaries, the Audit & Supervisory Committee communicated and exchanged information with Directors, Executive
Officers, Audit & Supervisory Board Members, etc. of the subsidiaries, and received business reports from subsidiaries asnecessary.
2) The Audit & Supervisory Committee monitored and verified if the Accounting Auditor kept its independent position andperformed appropriate audit, received reports on the execution of duties from the Accounting Auditor, and requested
explanation as necessary. Also, a notice informing that the “system to ensure appropriate execution of duties” (set forth initems of Article 131 of the Ordinance on Accounting of Companies) has been established in accordance with the standards
for auditing quality control and others was received from the Accounting Auditor, and we requested explanation asnecessary.
Based on the methods as described above, the Audit & Supervisory Committee examined the business report andsupplementary schedules, the non-consolidated financial statements (the non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and the notes to the non-consolidated financial
statements) and supplementary schedules, and the consolidated financial statements (the consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets and the notes to the consolidated financial
statements) for the business year under review.
2. Results of Audit(1) Audit results of business report and other documents concerned
1) We confirm that the business report and supplementary schedules comply with the laws and regulations and with the
Articles of Incorporation and correctly represent the company status.
2) We have not detected any misconduct or material fact of violation of the relevant laws and regulations or the Articles ofIncorporation in connection with the execution of duties by Directors.
3) We confirm that the content of the resolution of the Board of Directors concerning the internal control system is fair andreasonable. Furthermore, we have not found anything that should be pointed out with respect to the content of the business
report and the execution of duties by Directors concerning the internal control system.
(2) Audit results of the non-consolidated financial statements and supplementary schedules
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
(3) Audit results of the consolidated financial statements
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
May 17, 2019
Nomura Real Estate Holdings, Inc. Audit & Supervisory Committee
Audit & Supervisory Committee Member (Full-time) Takao Orihara (Seal)
Audit & Supervisory Committee Member (Full-time) Shigeki Fujitani (Seal)
Audit & Supervisory Committee Member
Satoshi Ogishi (Seal)
Audit & Supervisory Committee Member
Akira Yamate (Seal)
Audit & Supervisory Committee Member
Akira Ono
(Seal)(Note) Audit & Supervisory Committee Members Satoshi Ogishi, Akira Yamate and Akira Ono are External Directors as
stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

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