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This document is a translation of the Japanese language original prepared solely for convenience of reference (certain portionsof the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan
have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, theJapanese language original shall prevail. Please note that certain portions of this document may not be applicable toshareholders outside Japan.

NOMURA
Notice of Convocation of the 115th Annual General Meeting of Shareholders
Nomura Holdings, Inc.

Cover

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To Our Shareholders
I would like to take this opportunity to thank all of you, our shareholders, for your ongoing support.
In the fiscal year ended March 2019, the uncertain market environment, characterized by the U.S.-China trade
friction among other incidents, caused concern about downside risks to the global economy, which, in turn, solidified
investors’ risk aversion. The equity market occasionally underwent big swings, notable among them being the Nikkei
Stock Average’s plunge below the 20,000 yen mark in December. Also, fixed income market saw sluggish client
activity and remained challenging. In addition, three mega-trends, namely “a breakdown of the traditional investmentbanking business model”, “advances in digitalization” and “demographic shifts in Japan caused by the shrinking
population and aging society”, are becoming increasingly evident.
In response to such mega-trends, in the third quarter, we impaired the goodwill that had been booked in relation to
the acquisitions made ten years ago of Lehman Brothers and Instinet, which form our Wholesale business platform.
Furthermore, we cleaned up negative legacies, including litigation-related expenses over transactions conducted aroundthe time of the Lehman Brothers Shock.
As a result, in the fiscal year ended March 31, 2019, the Group’s net revenue (after interest expenses) totaled 1,116.8
billion yen, pre-tax loss amounted to 37.7 billion yen, and net loss came to 100.4 billion yen. We sincerely apologize toour shareholders for the sluggish business performance.
With regards to a dividend, in order to live up to our shareholders’ expectations the best way we can, we havedecided on 6 yen per share as an annual dividend.
In April 2019, we announced plans to drastically rebuild our business platform taking the emerging mega-trends into
consideration. We will press ahead with this business platform rebuilding through group-wide efforts so that we will beable to put the firm back on the growth trajectory as quickly as possible.

Thank you very much for your continued support.
May 2019
Koji Nagai
Director, President and Group CEO

1

To Our Shareholders

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(Securities Code: 8604)
May 31, 2019
To: Shareholders of Nomura Holdings, Inc.
Koji Nagai
Director, Representative Executive Officer,
President and Group CEO
Nomura Holdings, Inc.
1-9-1 Nihonbashi, Chuo-ku, Tokyo, JAPAN

Notice of Convocation of the Annual General Meeting of Shareholders
Dear Shareholder,
I would like to take this opportunity to thank you, our shareholder, for your support of Nomura Holdings, Inc.
(the “Company”). The 115th Annual General Meeting of Shareholders will be held as described below.
Details

1. Date and Time:

10:00 a.m. on Monday, June 24, 2019 (JST)

2. Place:

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

Report on the content of the business report and the consolidated financial statements and report on the
results of the audits of the consolidated financial statements performed by the accounting auditor andthe Audit Committee for the 115th fiscal year (covering the period from April 1, 2018 to March 31,2019).

2.

Report on the financial statements for the 115th fiscal year (covering the period from April 1, 2018 toMarch 31, 2019).

Matter to be Resolved:
Proposal: Appointment of Ten Directors

Matters regarding the exercise of voting rights:
If you exercise your voting rights through a proxy, only one proxy per shareholder will be permitted and suchproxy must be a shareholder who holds voting rights at this General Meeting of Shareholders. Please also submit
documentation evidencing the necessary power of attorney along with the proxy card.
End.

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With regard to the following matters, pursuant to relevant laws/regulations and the provisions of Article 25 of theCompany’s Articles of Incorporation, they are not included in the materials annexed to this Notice of Convocation
as they have been posted on the Company’s website (https://www.nomuraholdings.com/investor/shm/). Therefore,
the materials annexed to this Notice of Convocation, on the occasion of the preparation of the Audit Report, were apart of the objects that the audit committee and accounting auditor audited.
1.

The notes to the consolidated financial statements; and2.

The notes to the financial statements.

In the event of any subsequent revisions to the reference materials for the general meeting of shareholders, thebusiness report, the consolidated financial statements, or the financial statements, there will be a posting on the
Company’s website indicated above.

Regarding the Payment of the Year-end Dividend Distribution of the 115th Fiscal Year Surplus
At the Meeting of the Board of Directors of the Company held on April 25, 2019, a resolution was adopted for thepayment, beginning on June 3, 2019, of the 3 yen per share year-end dividend distribution of the 115th fiscal year
surplus.

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Reference Materials for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal: Appointment of Ten Directors
As of the conclusion of this General Meeting, the term of office of all ten directors will expire. Therefore, basedon the decision of the Nomination Committee, the Company requests the appointment of ten directors. Of the ten
nominees, six are outside director nominees, and the two director nominees who will concurrently serve as
executive officers are Koji Nagai and Shoichi Nagamatsu.
The nominees are as follows:
No.

Name

Nobuyuki Koga
1

Non-Executive Director
Reappointment

Koji Nagai
2

Executive Officer
Reappointment

Shoichi Nagamatsu
3

Executive Officer
Reappointment

Positions in the Company
Chairman of the Board of Directors
Chairman of the Nomination Committee
Chairman of the Compensation Committee

100%(10/10 meetings)

Representative Executive Officer and PresidentGroup CEO100%
(10/10 meetings)

Representative Executive Officer and Deputy
President

100%(8/8 meetings)

Member of the Audit Committee (Full-Time)100%(10/10 meetings)

Member of the Nomination Committee
Member of the Compensation Committee

100%(10/10 meetings)

Member of the Nomination Committee
Member of the Compensation Committee

100%(8/8 meetings)

Chairman of the Audit Committee

100%(10/10 meetings)

Member of the Audit Committee

100%(10/10 meetings)

Hisato Miyashita
4

Non-Executive Director
Reappointment

Hiroshi Kimura
5

Outside Director, Independent Director
Reappointment

Kazuhiko Ishimura
6

Outside Director, Independent Director
Reappointment

Noriaki Shimazaki
7Outside Director, Independent Director
Reappointment

Mari Sono
8

Outside Director, Independent Director
Reappointment

Michael Lim Choo San
9100%(10/10 meetings)

Outside Director, Independent Director
Reappointment

Laura Simone Unger
10100%(8/8 meetings)

Outside Director, Independent Director
Reappointment

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Appointment of Ten Directors

Attendance Record
at Board of
Directors

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Nobuyuki Koga

(Aug. 22, 1950)

Apr. 1974
Jun. 1995
Apr. 1999
Jun. 2000
Oct. 2001

Chairman of the Board of
Directors
Chairman of theNomination Committee
Chairman of theCompensation Committee
Non-Executive Director
Reappointment

Attendance at Meetings ofthe Board of Directors:
10/10

Joined the Company
Director of the Company
Managing Director of the Company
Director and Deputy President of the Company
Director and Deputy President of the Company (concurrently Director
and Deputy President of Nomura Securities Co., Ltd.)
Apr. 2003 Director and President of the Company (concurrently Director andPresident of Nomura Securities Co., Ltd.)
Jun. 2003
Director, President & CEO of the Company (concurrently Director andExecutive Officer and President of Nomura Securities Co., Ltd.)
Apr. 2008 Director and Representative Executive Officer of the Company(concurrently Director and Chairman of Nomura Securities Co., Ltd.)
Jun. 2008
Director and Chairman of Nomura Securities Co., Ltd.
Jun. 2011
Director and Chairman of the Company (concurrently Director andChairman of Nomura Securities Co., Ltd.)
Apr. 2017 Director and Chairman of the Company (concurrently Director of
Nomura Securities Co., Ltd.) (Current)(Significant concurrent positions)
Director of Nomura Securities Co., Ltd.
Representative Director and President of Kanagawa Kaihatsu Kanko Ltd.

(Reasons for designation as a director nominee)
Mr. Koga has held positions including Director and President of the Company, Director
Attendance at Meetings ofand President of Nomura Securities Co., Ltd., and Vice Chairman of the Japan
the Nomination Committee: Securities Dealers Association, and has served as Director and Chairman of the
6/6
Company since June 2011, and currently holds the positions of Chairman of the Boardof Councilors of Nippon Keidanren (Japan Business Federation).
Attendance at Meetings of
The Company has designated Mr. Koga, who is well-versed in the business of thethe Compensation
Nomura Group and the customs of the securities industry, as a director nominee with
Committee:
the expectation that, by having Mr. Koga chair meetings of the Board of Directors as
4/4
Chairman of the Board of Directors, he will contribute to enhancing the quality of
discussions at meetings of the Board of Directors and operate meetings of the Board of
Number of shares held:
Directors effectively and efficiently.
312,753 shares of common If his reappointment is approved, he is slated to continue serving as Chairman of thestock
Nomination Committee and Chairman of the Compensation Committee after thisAnnual General Meeting of Shareholders.
Mr. Koga does not concurrently serve as an executive officer and is a non-executive
director.

(Notes)
1. In October 2001, the Company reorganized and became a holding company, changed the company name from, “The
Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.” and Nomura Securities Co., Ltd., the subsidiary newly
established by the company divestiture, succeeded the securities company operations. With regard to biographicalinformation based on the Company prior to October 2001, the references are to positions and responsibilities at The
Nomura Securities Co., Ltd.
2. Since June 2003, the Company has put in place three committees (the nomination, compensation, and audit
committees) and adopted a corporate governance structure that separates management’s oversight functions frombusiness execution functions (Company with Three Board Committees). As the execution of the business of theCompany, which is a Company with Three Board Committees, is performed by executive officers, directors who do
not concurrently serve as executive officers (non-executive directors) do not perform such a function and performmainly an oversight function.

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Koji Nagai(Jan. 25, 1959)

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

Representative Executive
Officer and PresidentGroup CEO
Executive Officer
Reappointment
Attendance at Meetings ofthe Board of Directors:
10/10
Number of shares held:
285,000 shares of common
stockJoined the Company
Director of Nomura Securities Co., Ltd.
Senior Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director and Executive Vice President of Nomura
Securities Co., Ltd.
Apr. 2011 Co-COO and Deputy President of Nomura Securities Co., Ltd.
Apr. 2012 Senior Managing Director of the Company (concurrently Director andPresident of Nomura Securities Co., Ltd.)
Aug. 2012 Representative Executive Officer & Group CEO of the Company(concurrently Director and President of Nomura Securities Co., Ltd.)
Jun. 2013
Director, Representative Executive Officer & Group CEO of theCompany (concurrently Director and President of Nomura Securities
Co., Ltd.)
Apr. 2017 Director, Representative Executive Officer, President & Group CEO of
the Company (concurrently Director and Chairman of Nomura
Securities Co., Ltd.) (Current)(Significant concurrent positions)
Director and Chairman of Nomura Securities Co., Ltd.
(Reasons for designation as a director nominee)
Mr. Nagai has held positions including Director and President of Nomura Securities
Co., Ltd., and has served as Representative Executive Officer, President and GroupCEO of the Company.
The majority of the Board of Directors of the Company, including Outside Directors, ismade up of non-executive directors. The Company has designated him as a director
nominee with the expectation that, by having a top executive concurrently serve as adirector, the Board of Directors will be able to easily understand the business execution
status and the status of the Company, and exercise the management oversight function
more effectively.

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Shoichi Nagamatsu(Jul. 6, 1958)

Apr. 1982
Apr. 2004
Oct. 2008

Representative Executive
Officer and
Deputy President
Executive Officer
Reappointment

Attendance at Meetings ofthe Board of Directors:
8/8(Mr. Nagamatsu attended
all meetings of the Board of
Directors that were held
after his appointment as adirector.)
Number of shares held:
200,700 shares of common
stockJoined the Company
Senior Managing Director of Nomura Securities Co., Ltd.
Executive Managing Director of the Company (concurrently Senior
Managing Director of Nomura Securities Co., Ltd.)
Jun. 2010
Senior Corporate Managing Director of the Company (concurrently
Senior Corporate Managing Director of Nomura Securities Co., Ltd.)
Apr. 2012 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Jun. 2012
Representative Executive Officer and Senior Corporate Managing
Director of Nomura Securities Co., Ltd.
Apr. 2013 Executive Managing Director and Chief of Staff of the Company(concurrently Executive Managing Director and Executive Vice
President of Nomura Securities Co., Ltd.)
Apr. 2016 Executive Managing Director and Chief of Staff of the Company(concurrently Representative Executive Officer and Deputy President of
Nomura Securities Co., Ltd.)
Apr. 2017 Representative Executive Officer, Deputy President and Chief of Staffof the Company (concurrently Director of Nomura Securities Co., Ltd.)
Apr. 2018 Representative Executive Officer and Deputy President of the Company(concurrently Director of Nomura Securities Co., Ltd.)
Jun. 2018
Director, Representative Executive Officer and Deputy President of theCompany (concurrently Director of Nomura Securities Co., Ltd.)
Apr. 2019 Director, Representative Executive Officer and Deputy President of theCompany (Current)(Significant concurrent positions)
None(Reasons for designation as a director nominee)
Mr. Nagamatsu has held positions including Chief of Staff of the Company and Deputy
President of Nomura Securities Co., Ltd., and has served as Director, Representative
Executive Officer and Deputy President of the Company.
The majority of the Board of Directors of the Company, including outside directors, ismade up of non-executive directors. The Company has designated him as a director
nominee with the expectation that, by having a top executive concurrently serve as adirector, the Board of Directors will be able to easily understand the business execution
status and the status of the Company, and exercise the management oversight function
more effectively.

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4.

Hisato Miyashita(Dec. 26, 1958)

Jul. 1987
Jun. 1993
Aug. 1996
Apr. 1998
Dec. 1999
Mar. 2005
Member of the Audit
Committee (Full-Time)
Non-Executive Director
Reappointment
Attendance at Meetings ofthe Board of Directors:
10/10
Attendance at Meetings of
the Audit Committee:
17/17
Number of shares held:
84,200 shares of commonstockJul. 2009
Apr. 2012
Jun. 2012
Apr. 2013
Apr. 2015

Apr. 2016
Jun. 2016

Joined the Company
Joined Union Bank of Switzerland (currently, UBS)
Joined Bankers Trust Asia Securities Ltd.
Joined Credit Suisse First Boston Securities (Japan) Limited
Joined Nikko Citigroup Limited (currently, Citigroup Global Markets
Japan Inc.)
Executive Officer of Nikko Citigroup Limited, Internal Control
Supervisory Manager
Managing Director of Group Compliance Department of the Company
Senior Managing Director of the Company, Head of Wholesale
Compliance
Senior Managing Director of the Company, Group Compliance Head(concurrently Senior Managing Director of Nomura Securities Co., Ltd.)
Senior Managing Director of the Company, Group Compliance Head(concurrently Representative Executive Officer of Nomura Securities
Co., Ltd., Internal Control Supervisory Manager)
Senior Managing Director of the Company, Deputy Chief of Staff andGroup Compliance Head (concurrently Representative Executive
Officer and Senior Corporate Managing Director of Nomura Securities
Co., Ltd., Internal Control Supervisory Manager)
Advisor of the Company
Director of the Company (Current)(Significant concurrent positions)
Statutory Auditor of Nomura Financial Products & Services, Inc.
(Reasons for designation as a director nominee)
Mr. Miyashita has engaged in legal and compliance work for many years at a numberof securities companies, including the Company, and by working in positions such as
the Group Compliance Head of the Nomura Group, he has extensive experience andknowledge in the compliance field.
If his reappointment is approved, he is slated to continue serving as a full-time memberof the Audit Committee after this Annual General Meeting of Shareholders. The
Company has designated Mr. Miyashita, who is well-versed in the business of the
Nomura Group, as a director nominee with the expectation that, by adding him to the
Audit Committee, the effectiveness of audits by the Audit Committee will be enhanced.
Mr. Miyashita does not concurrently serve as an executive officer and is a nonexecutive director.

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Outside Director Nominees (Nominee Numbers 5 to 10)
All six Outside Director nominees satisfy the Independence Criteria established by the Company. Further, theCompany has designated all Outside Director nominees as Independent Directors (an outside director who does
not have any danger of having conflicts of interest with general shareholders in accordance with the rules of theTokyo Stock Exchange, Inc.).
(Reference) “Independence Criteria” for Outside Directors of Nomura Holdings, Inc.
Outside Directors of Nomura Holdings, Inc. shall satisfy the requirements set forth below to maintaintheir independence from the Nomura Group.
1.

The person, currently, or within the last three years, shall not correspond to a person listed below.
(1) Person Related to the Company
A person satisfying any of the following requirements shall be considered a Person Related to
the Company:･ Executive (*1) of another company where any Executive of the Company serves as adirector or officer of that company;･ Major shareholder of the Company (directly or indirectly holding more than 10% of thevoting rights) or Executive of such major shareholder; or･ Partner of the Company’s accounting auditor or employee of such firm who works on the
Company’s audit.
(2) Executive of a Major Lender (*2) of the Company.
(3) Executive of a Major Business Partner (*3) of the Company (including Partners, etc.).
(4) A person receiving compensation from the Nomura Group of more than 10 million yen peryear, excluding director/officer compensation.
(5) A person executing the business of an institution receiving more than a Certain Amount ofDonation (*4) from the Company.

2.

The person’s spouse, relatives within the second degree of kinship or anyone who lives with theperson shall not correspond to a person listed below (excluding persons in unimportant positions):(1) Executive of the Nomura Group; or(2) A person identified in any of subsections (1) ~ (5) in Section 1 above.

(Notes)*1: Executive shall mean Executive Directors (gyoumu shikkou torishimariyaku), Executive Officers(shikkouyaku) and important employees (jyuuyou na shiyounin), including Senior Managing Directors(shikkouyakuin), etc.
*2: Major Lender shall mean a lender from whom the Company borrows an amount equal to or greater than
2% of the consolidated total assets of the Company.
*3: Major Business Partner shall mean a business partner whose transactions with the Company exceed 2%of such business partner’s consolidated gross revenues in the last completed fiscal year.
*4: Certain amount of donation shall mean, with respect to any given institution, any amount that exceeds
2% of the donee institution’s gross revenue or ordinary income, whichever is greater, or donations thatexceed 10 million yen per year.
End.

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5.

Hiroshi Kimura(Apr. 23, 1953)

Apr. 1976

Member of the Nomination
Committee
Member of theCompensation Committee
Outside Director,
Independent Director
Reappointment

Jun. 1999
Jun. 2001
Jun. 2005
Jun. 2006
Jun. 2012
Jun. 2014
Jun. 2015
Jul. 2016
Mar. 2018

Joined Japan Tobacco and Salt Public Corporation (currently, Japan
Tobacco Inc.) ("JT")
Director of JT
Resigned as Director of JT
Director of JT
President and CEO and Representative Director of JT
Chairman of the Board of JT
Special Advisor of JT
Outside Director of the Company (Current)
Advisor of JT
Honorary Company Fellow of JT (Current)(Significant concurrent positions)
Honorary Company Fellow of JT
Outside Director of IHI Corporation(Reasons for designation as an outside director nominee)
Mr. Kimura has extensive experience with respect to corporate management, andincluding the holding in the past of positions such as President, CEO and
Representative Director of the Board of JT and Chairman of the Board of JT, such
Attendance at Meetings ofachievements and related insights have been evaluated highly both within and outside
the Board of Directors:of the Company.
10/10
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply his extensive experience and high level of independence
Attendance at Meetings ofto perform a full role as an outside director in determining important managerial
the Nomination Committee: matters and overseeing the business execution of the Company.
6/6
If his reappointment is approved, he is slated to continue serving as a member of theNomination Committee and a member of the Compensation Committee after thisAttendance at Meetings ofAnnual General Meeting of Shareholders.
the Compensation
Committee:
4/4
Number of years in office:4 years

Number of shares held:
0 shares of common stock10

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6.

Kazuhiko Ishimura(Sep. 18, 1954)

Apr. 1979
Jan. 2006
Jan. 2007

Member of the Nomination
Committee
Member of theCompensation Committee
Outside Director,
Independent Director
Reappointment

Mar. 2008
Jan. 2010
Jan. 2015
Jan. 2018
Jun. 2018

Joined Asahi Glass Co., Ltd. (currently, AGC Inc.) ("AGC")
Executive Officer and GM of Kansai Plant of AGC
Senior Executive Officer and GM of Electronics & Energy General
Division of AGC
Representative Director and President & COO of AGC
Representative Director and President & CEO of AGC
Representative Director & Chairman of AGC
Director & Chairman of AGC (Current)
Outside Director of the Company (Current)(Significant concurrent positions)
Director & Chairman of AGC
Outside Director of TDK Corporation
Outside Director of IHI Corporation(Reasons for designation as an outside director nominee)
Mr. Ishimura has extensive experience with respect to corporate management, andincluding the holding in the past of positions such as Representative Director andNumber of years in office:President and CEO, and Chairman of the Board of AGC, such achievements and related
1 yearinsights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectation
Attendance at Meetings ofthat he will continue to apply his extensive experience and high level of independence
the Board of Directors:
to perform a full role as an outside director in determining important managerial
8/8
matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the
Attendance at Meetings ofNomination Committee and a member of the Compensation Committee after thisthe Nomination Committee:
Annual General Meeting of Shareholders.
5/5
Attendance at Meetings of
the Compensation
Committee:
3/3(Mr. Ishimura attended all
meetings of the Board of
Directors, the Nomination
Committee, and theCompensation Committeethat were held after his
appointment as an outside
director, a member of theNomination Committee,
and a member of theCompensation Committee.)
Number of shares held:
0 shares of common stock11

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Noriaki Shimazaki(Aug. 19, 1946)

Apr. 1969
Jun. 1998
Apr. 2002

Chairman of the Audit
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:3 years
Attendance at Meetings ofthe Board of Directors:
10/10
Attendance at Meetings of
the Audit Committee:
17/17
Number of shares held:
10,100 shares of common
stockJoined Sumitomo Corporation
Director of Sumitomo Corporation
Representative Director and Managing Director of Sumitomo
Corporation
Jan. 2003
Member of the Business Accounting Council of the Financial Services
AgencyApr. 2004 Representative Director and Senior Managing Executive Officer of
Sumitomo Corporation
Apr. 2005 Representative Director and Executive Vice President of Sumitomo
Corporation
Jan. 2009
Trustee of the IASC Foundation (currently, IFRS Foundation)
Jul. 2009
Special Advisor of Sumitomo Corporation
Jun. 2011
Director of the Financial Accounting Standards Foundation
Jun. 2011
Chairman of Self-regulation Board and Public Governor of the Japan
Securities Dealers Association
Sep. 2013 Advisor of the IFRS Foundation Asia-Oceania Office (Current)
Sep. 2013 Advisor of the Japanese Institute of Certified Public Accountants(Current)
Jun. 2016
Outside Director of the Company (concurrently Director of Nomura
Securities Co., Ltd.) (Current)(Significant concurrent positions)
Outside Director of Loginet Japan Co., Ltd.
Director of Nomura Securities Co., Ltd. (*)(Reasons for designation as an outside director nominee)
Mr. Shimazaki has extensive experience with respect to corporate management and ahigh degree of expertise with regard to international accounting systems corresponding
to a Sarbanes-Oxley Act of 2002 financial expert. Including the holding in the past of
positions such as Representative Director and Executive Vice President of Sumitomo
Corporation, Member of the Business Accounting Council of the Financial Services
Agency, Trustee of IASC Foundation, Special Advisor of Sumitomo Corporation and
Director of the Financial Accounting Standards Foundation, such achievements andrelated insights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will apply his extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If his reappointment is approved, he is slated to continue serving as a member of the
Audit Committee (Chairman) after this Annual General Meeting of Shareholders.

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

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8.

Mari Sono(Feb. 20, 1952)

Oct. 1976
Mar. 1979
Nov. 1988
Nov. 1990

Member of the Audit
Committee
Outside Director,
Independent Director
Reappointment
Number of years in office:2 years
Attendance at Meetings ofthe Board of Directors:
10/10
Attendance at Meetings of
the Audit Committee:
17/17
Number of shares held:
0 shares of common stock

Joined NISSHIN Audit Corporation (*)
Registered as Certified Public Accountant
Partner of CENTURY Audit Corporation (*)
Member of “Certified Public Accountant Examination System
Subcommittee”, Certified Public Accountant Examination and
Investigation Board, Ministry of Finance
Apr. 1992 Member of “Business Accounting Council”, Ministry of FinanceDec. 1994 Senior Partner, CENTURY Audit Corporation (*)
Oct. 2002
Member of Secretariat of the Information Disclosure, Cabinet Office(currently, Secretariat of the Information Disclosure and Personal
Information Protection Review Board, Ministry of Internal Affairs andCommunications)Apr. 2005 External Comprehensive Auditor, Tokyo
Jul. 2008
Senior Partner of Ernst & Young ShinNihon LLC
Aug. 2012 Retired from Ernst & Young ShinNihon LLC
Dec. 2013 Commissioner of the Securities and Exchange Surveillance Commission
Jun. 2017
Outside Director of the Company (Current)(Significant concurrent positions)
None(Reasons for designation as an outside director nominee)
Ms. Sono has a high degree of expertise with respect to corporate accounting based on
many years of experience as a Certified Public Accountant and has held positions suchas External Comprehensive Auditor, Tokyo, and Member of “Business Accounting
Council,” Ministry of Finance. Further, after retiring from the Audit Firm, she served asCommissioner of the Securities and Exchange Surveillance Commission, and suchachievements and related insights have been evaluated highly both within and outsideof the Company.
The Company has designated her as an outside director nominee with the expectationthat she will apply her extensive experience and high degree of expertise andindependence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.
If her reappointment is approved, she is slated to continue serving as a member of the
Audit Committee after this Annual General Meeting of Shareholders.
(Supplementary note regarding independence)
Although Ms. Sono was, in the past, a Senior Partner of Ernst & Young ShinNihon
LLC (“E&Y”), the current corporate auditor of the Company, for the reasons set forth
below, the Company has determined that Ms. Sono’s background does not compromise
her independence as an Outside Director.
The fact that just under seven years have passed since Ms. Sono retired from E&Y,
after which she has had no involvement whatsoever in E&Y’s management andfinancial policy.
The fact that Ms. Sono, during her tenure at E&Y, was never involved in an accounting
audit of the Company and also never belonged to the Financial Division that is
responsible for accounting audits of financial institutions.
Further, in addition to satisfying the Company’s Independence Criteria for Outside
Directors and requirements for Independent Directors as established by the Tokyo
Stock Exchange, Inc., Ms. Sono also satisfies independence requirements for an audit
committee member of the Company as established by the New York Stock Exchange.
*Each of the corporations is currently Ernst & Young ShinNihon LLC

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9.

Michael Lim Choo San

Outside Director,
Independent Director
Reappointment
Number of years in office:8 years
Attendance at Meetings ofthe Board of Directors:
10/10
Number of shares held:
0 shares of common stock(Sep. 10, 1946)

Aug. 1972
Jan. 1992
Oct. 1998
Jul. 1999
Sep. 2002
Sep. 2004
Jun. 2011
Nov. 2011
Apr. 2013
Sep. 2016

Joined Price Waterhouse, Singapore
Managing Partner of Price Waterhouse, Singapore
Member of the Singapore Public Service Commission (Current)
Executive Chairman of PricewaterhouseCoopers, Singapore
Chairman of the Land Transport Authority of Singapore
Independent Director of Olam International Limited
Outside Director of the Company (Current)
Chairman of the Accounting Standards Council, Singapore
Chairman of the Singapore Accountancy Commission
Non-Executive Chairman of Fullerton Healthcare Corporation Limited(Current)(Significant concurrent positions)
Non-Executive Chairman of Fullerton Healthcare Corporation Limited
Non-Executive Chairman of Nomura Singapore Ltd.
(Reasons for designation as an outside director nominee)
Mr. Lim is well-versed in international accounting systems and has held positions,
including Executive Chairman of PricewaterhouseCoopers (Singapore) and public
service roles in Singapore, and was also awarded with honors by the Government ofSingapore three times between 1998 and 2010, etc., and such achievements and related
insights have been evaluated highly both within and outside of the Company.
The Company has designated him as an outside director nominee with the expectationthat he will continue to apply his global and extensive experience and high degree ofexpertise and independence to perform a full role as an outside director in determining
important managerial matters and overseeing the business execution of the Company.

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10. Laura Simone Unger(Jan. 8, 1961)

Jan. 1988

Outside Director,
Independent Director
Reappointment
Number of years in office:1 yearAttendance at Meetings ofthe Board of Directors:
8/8(Ms. Unger attended all
meetings of the Board of
Directors that were held
after her appointment as an
outside director.)
Number of shares held:(1,000 ADRs (*))

Enforcement Attorney of the U.S. Securities and Exchange Commission("SEC")
Oct. 1990
Counsel of the U.S. Senate Committee on Banking, Housing and Urban
Affairs
Nov. 1997 Commissioner of the SEC
Feb. 2001 Acting Chairperson of the SEC
Jul. 2002
Regulatory Expert of CNBC
May 2003 Independent Consultant of JPMorgan Chase & Co.
Aug. 2004 Independent Director of CA Inc.
Jan. 2010
Special Advisor of Promontory Financial Group
Dec. 2010 Independent Director of CIT Group Inc. (Current)
Nov. 2014 Independent Director of Navient Corporation (Current)
Jun. 2018
Outside Director of the Company (Current)(Significant concurrent positions)
Independent Director of CIT Group Inc.
Independent Director of Navient Corporation
Independent Director of Nomura Securities International, Inc.
(Reasons for designation as an outside director nominee)
Ms. Unger, by serving as a Commissioner and as Acting Chairman of the SEC, etc., iswell-versed in finance-related legal systems, and such achievements and related
insights have been evaluated highly both within and outside of the Company.
The Company has designated her as an outside director nominee with the expectationthat she will continue to apply her extensive experience and high degree of expertiseand independence to perform a full role as an outside director in determining importantmanagerial matters and overseeing the business execution of the Company.

*American Depositary Receipts

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Appointment of Ten Directors

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(Notes)3. There are no particular conflicts of interest between the Company and each of the 10 nominees.
4. The Company has entered into agreements to limit Companies Act Article 423 Paragraph 1 liability for damages(limitation of liability agreements) with each of the following director nominees: Mr. Hisato Miyashita, Mr. Hiroshi
Kimura, Mr. Kazuhiko Ishimura, Mr. Noriaki Shimazaki, Ms. Mari Sono, Mr. Michael Lim Choo San, and Ms. Laura
Simone Unger. Liability under each such agreement is limited to either 20 million yen or the amount prescribed bylaws and regulations, whichever is greater. If Mr. Hisato Miyashita, Mr. Hiroshi Kimura, Mr. Kazuhiko Ishimura,
Mr. Noriaki Shimazaki, Ms. Mari Sono, Mr. Michael Lim Choo San, and Ms. Laura Simone Unger are eachreappointed at this Annual General Meeting of Shareholders, the Company is planning to maintain the limitation of
liability agreements stated above with each of them.
5. Outside director nominee Mr. Noriaki Shimazaki had concurrently served as an outside director of UKC Holdings
Corporation (currently, Restar Holdings Corporation) (“UKC”) until March 2019. UKC, for submitting annual
securities reports and quarterly reports containing false statements concerning important matters during the period
from June 2015 to February 2017, received an administrative monetary penalty payment order in accordance with the
Financial Instruments and Exchange Act from the Financial Services Agency in December 2018.
Mr. Noriaki Shimazaki, although not recognizing this until such facts became clear, on a regular basis had been
carrying out activities such as making recommendations standing from the perspective of compliance with laws andregulations as an outside director, and further, after such facts became clear, by engaging in activities such as making
recommendations regarding maters such as recurrence prevention measures to the board of directors as the Chairmanof the “Committee to Consider the Third-Party Committee’s Report,” the duties as an outside director were
performed.
6. The outside director nominees Mr. Hiroshi Kimura and Mr. Kazuhiko Ishimura both concurrently serve as outside
directors of IHI Corporation (“IHI”). IHI, regarding its civil aero engine maintenance business, received an order inaccordance with the Aircraft Manufacturing Industry Act in March 2019 to carry out repairs in accordance with therepair methods approved by the Ministry of Economy, Trade and Industry, and received a business improvement
order in accordance with the Civil Aeronautics Act from the Ministry of Land, Infrastructure, Transport and Tourism
in April 2019.
Both of them, although not recognizing this until such facts became clear, on a regular basis had been carrying out
activities such as making recommendations standing from the perspective of compliance with laws and regulations,and further, after such facts became clear, by engaging in activity such as asking for an investigation of the facts andappropriate recurrence prevention measures to be taken at meetings of the board of directors, the duties as outside
directors were performed.
Reference
The structure below is planned for the Nomination Committee, the Compensation Committee and the Audit
Committee after the conclusion of this Annual General Meeting of Shareholders:Nomination Committee:
Nobuyuki Koga (chairman), Hiroshi Kimura, and Kazuhiko Ishimura
Compensation Committee: Nobuyuki Koga (chairman), Hiroshi Kimura, and Kazuhiko Ishimura
Audit Committee:
Noriaki Shimazaki (chairman), Mari Sono, and Hisato Miyashita

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Reference
Corporate GovernanceFundamental Approach
Nomura Holdings recognizes that the strengthening of corporate governance is one of the most important issues interms of achieving the management goal of “enhancing corporate value by deepening society's trust in the firm
and increasing the satisfaction of stakeholders beginning with shareholders and clients.” As a company with aThree Board Committees structure, the strengthening of the oversight function by separating management
oversight from business execution, and the expediting of decision-making by the delegation of business execution
authority form the Board of Directors to executive officers, is being carried out.
Corporate Governance System
General Meeting of Shareholders
Oversight

Outside Directors

Inside Directors(Executive)

Outside Experts

Inside Directors(Non-executive)

Business execution
Board of Directors
Directors
Group CEO
Oversight
GCEO

Formulation of proposals forelection and dismissal

Audit

Determination ofcompensation

Nomination
Committee

Audit
Committee

Compensation
Committee

Delegation ofdecision-making
authority on
business execution
Determination ofcompensation for
Executive Officers(Full-time member)

Executive
Management Board

Group
Integrated
RiskManagement
Committee

Four Business
Divisions

Corporate
Function

Audit

Internal Controls
Committee
Outside Directors Meetings

Advisory Board

Internal audit(IA)Nomura Securities
Outside Directors

Board of Directors
The Board of Directors of the Company, taking the Company’s sustainable development and middle to long-term
maximization as its purpose, has its primary role as the oversight of management. The Board of Directors,
together with securing management’s impartiality and transparency, decides the “Fundamental Management
policy,” and carries out elections of the Group CEO and other executive officers who manage the Company andimportant business execution decisions
The Board of Directors, after the end of this General Meeting, is slated to be made up of 10 directors, and 6 ofthem are slated to be independent outside directors. So that the Board of Directors can appropriately exercise its
oversight function and carry out active discussions from diverse points of view, there will be diversity in areas
such as nationality, gender, and background, and the Board of Directors will be made up of persons with expertisein areas such as corporate accounting, finance-related legal systems and with extensive experience concerning
corporate management. In addition, a director who does not concurrently serve as an executive officer is slated to
be chairman of the Board of Directors.
Executive officers

Company management

20%

Securities industry
experts

20%

20%

Compositionof the Boardof Directors

Experts in financerelated legal systems

10%

Accountants

20%

Company management,
corporate accounting
experts

10%* The Company’s initiatives concerning corporate governance are published on the Company’s website(https://www.nomuraholdings.com/company/cg/).

17

Reference: Corporate Governance2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知[English Translation](Attachments to Notice of Convocation of the Annual General Meeting of Shareholders)

Report for the 115th Fiscal Year
From April 1, 2018 to March 31, 2019

I. Current State of Nomura Group
1. Fundamental Management Policy and Structure of Business Operations(1) Fundamental Management Policy
Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in the firm
and increasing the satisfaction of stakeholders, including shareholders and clients.
As “Asia’s global investment bank” Nomura will provide high value-added solutions to clients globally, andrecognizing its wider social responsibility, Nomura will continue to contribute to economic growth anddevelopment of society.
To enhance its corporate value, Nomura emphasizes Earnings Per Share (“EPS”) as a management index andwill seek to maintain sustained improvement in this index.
(2) Structure of Business Operations
Nomura Group’s business execution is to focus on business divisions and regions, rather than individual legal
entities, under unified strategy. Nomura Group’s divisions are comprised of four divisions (Retail Division, AssetManagement Division, Wholesale Division and Merchant Banking Division newly established this fiscal year).
Also, Nomura Group’s regions are comprised of four regions (Americas; Europe, Middle East and Africa(“EMEA”); Asia ex-Japan (“AEJ”); and Japan). Nomura Group shall delegate its powers to each of these businessdivisions and regions to an appropriate extent and establish its business execution structure by enhancing
professional skills, while strengthening global linkages among these business divisions and regions, and fully
demonstrating Nomura Group’s comprehensive capabilities.
The point should be noted that the above-mentioned paragraph describes the firm's business execution structure
as of March 31, 2019. Based upon the business platform restructuring announced in April 2019, revisions will bemade to the delegation of powers to regions and business divisions. As from May 2019, the firm will shift to a
new business execution structure.
2. Progress and Results of the Nomura Group’s Business Activities(1) Summary
Although the global economy continued to recover during the fiscal year ended March 31, 2019, the pace of
expansion slowed in some countries and regions. In the U.S., acceleration in real Gross Domestic Product(“GDP”) growth continued from 2017. Personal consumption and government spending grew against a backdropof tax reforms and fiscal expansion, and capital expenditures were also solid. At the same time, the Federal
Reserve Board (FRB) shifted course and now plans to refrain from tightening monetary policy further in 2019 in
response to disruption in financial markets. In China, credit creation slowed as a result of the government's efforts
to reduce debt, and trade frictions between the U.S. and China made corporations less eager to engage in capital
expenditures. Consumer spending also slowed, for example in automobile sales, which faltered after the end of thegovernment's policies promoting automobile purchases. In Europe as well, exports to China weakened owing to
the slowdown in Chinese economic growth. A slump in automobile sales after the introduction of stricter exhaustemission regulations also weighed on the European economy. In the U.K., the opaque outlook for Brexit
continued to suppress corporate appetites for investment.
Similarly, Japan's economy continued to expand, but at a slower pace. Exports were sluggish as a result of theslowdown in global economies, particularly in China. Personal consumption was also low, in part because of astring of natural disasters including heavy rains, typhoons, and earthquakes, which also disrupted supply chainsand otherwise affected corporate production activity. Corporate capital expenditures were nevertheless solid,
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Information

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bolstered by labor-saving investments by companies facing personnel shortages. We estimate that profit growth in
the fiscal year ended March 31, 2019, at major corporations slowed sharply versus the previous fiscal year, mainly
owing to the slowdown in the economy. Market volatility was high at times during the second half of the fiscal
year in response to trade friction between the U.S. and China and changes in U.S. monetary policy.
From a regulatory perspective, in addition to the implementation of Basel III requirements relating to capitalratio, liquidity ratio, and leverage ratio, Nomura has been identified as one of Domestic Systemically Important
Banks. Nomura will continue to monitor closely and take necessary measures in responding to wide-ranging
reforms as part of the global tightening of financial regulations. Also, under circumstances characterized bynormalization of monetary policies by central banks as well as uncertainty created by Brexit, Nomura iscontemplating and implementing appropriate measures by paying necessary attention to the changes in global
operating environment.
While our environment is changing drastically, Nomura Group has settled litigations and booked impairment of
goodwill related to acquisitions made in the past. Based on our basic philosophy of “placing our clients at theheart of everything we do,” we have continued to transform our domestic business model of Retail Division, andhave worked on improving the profitability of our international operations. These initiatives are all intended toestablish a business foundation that will enable the firm to grow in a sustainable manner in any businessenvironment. Also, in April 2019, the firm established Future Innovation Company, an organization that spans all
divisions, in order to leverage innovations including digital tools and build a platform for providing new services
to clients.
We posted net revenue of 1,116.8 billion yen for the year ended March 31, 2019, a 25.4% decrease from theprevious fiscal year. Non-interest expenses decreased by 1.2% to 1,154.5 billion yen, loss before income taxes was
37.7 billion yen, and net loss attributable to the shareholders of Nomura Holdings, Inc. was 100.4 billion yen. Returnon equity was a negative 3.7%. EPS(1) for the year ended March 31, 2019 was a negative 29.92 yen, a decrease from61.88 yen for the year ended March 31, 2018. We have decided to pay a dividend of 3 yen per share to shareholdersof record as of March 31, 2019. As a result, the total annual dividend will be 6 yen per share.
(Note):
1. Diluted net income (loss) attributable to Nomura Holdings’ shareholders per share.
Consolidated Financial Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)1,497.0
1,168.8

1,116.8
1,154.5(25.4)(1.2)

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

328.2
103.9

(37.7)
57.0－(45.1)Net income (loss)...................................................................................

224.3(94.7)－

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

4.9

5.7

15.8

Net income (loss) attributable to NHI shareholders .............................

219.3(100.4)－Return on shareholders’ equity .............................................................

7.9%(3.7%)－Net revenue ...........................................................................................
Non-interest expenses ...........................................................................
Income (loss) before income taxes .......................................................

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Information

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Revenue distribution
For the year ended March 31, 2019

Other

RetailNet revenue
131.3 billion yen
Loss before income
taxes(2.8 billion yen)

Net revenue
339.5 billion yen
Income before income
taxes
49.5 billion yen

Segment total
1,124.0 billion yen

Wholesale

Asset Management

Net revenue
555.4 billion yen
Loss before income taxes(111.4 billion yen)

Net revenue
97.8 billion yen
Income before income
taxes
34.2 billion yen(2) Segment Information
We report our operations and business results by reporting segment that corresponds to the following threedivisions: Retail, Asset Management and Wholesale.
Business Segment Results
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)Non-interest expenses ...........................................................................

1,495.1
1,168.8

1,124.0
1,154.5(24.8)(1.2)

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

326.3(30.5)－Net revenue ...........................................................................................

In business segment totals, which exclude unrealized gain (loss) on investments in equity securities held for
operating purposes, net revenue for the fiscal year ended March 31, 2019 was 1,124.0 billion yen, a decrease of
24.8% from the previous year. Non-interest expenses for the fiscal year ended March 31, 2019 decreased by 1.2%
from the previous year to 1,154.5 billion yen. Loss before income taxes was 30.5 billion yen for the fiscal year
ended March 31, 2019.

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Information

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Operating Results of RetailBillions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)Non-interest expenses ...........................................................................

412.9
309.8

339.5
290.0

(17.8)(6.4)

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

103.1

49.5

(52.0)Net revenue ..........................................................................................

Net revenue decreased by 17.8% from the previous fiscal year to 339.5 billion yen, and non-interest expenses
decreased by 6.4% to 290.0 billion yen. As a result, income before income taxes decreased by 52.0% to 49.5
billion yen.
In Retail Division, under the basic philosophy of “placing our clients at the heart of everything we do,” weprovided consulting services to become “the most trusted partner” by understanding and meeting their diversified
demands and needs. Last fiscal year, uncertain market environment weighed on investor sentiment, Investment
trusts and stocks remained sluggish. As we made substantial organizational changes for elder clients, Net inflows
of cash and securities recorded positive through 9 consecutive months. We are continuously working hard to
improve the customer satisfaction by improving the products and services.
Operating Results of Asset Management
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)Non-interest expenses ...........................................................................

127.3
61.2

97.8
63.7

(23.2)
4.1

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

66.2

34.2

(48.3)Net revenue ...........................................................................................

Net revenue decreased by 23.2% from the previous fiscal year to 97.8 billion yen. Non-interest expenses
increased by 4.1% to 63.7 billion yen. As a result, income before income taxes decreased by 48.3% to 34.2 billion
yen.
In the investment trust business, ETFs, funds developed in response to financial institutions’ demands, andfunds specialized for SMA or fund wrap service contributed to the increase in assets under management. In theinvestment advisory business, we saw cash inflow into high yield related products in overseas despite outflow indomestic pensions. As a result, assets under management increased from the end of the previous fiscal year as ofMach 31, 2019. And our performance reflects the valuation of American Century Investments, our strategic
partner.

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Segment Information

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Operating Results of Wholesale
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)Non-interest expenses ...........................................................................

715.3
614.7

555.4
666.8

(22.4)
8.5

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

100.6(111.4)－

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

The Wholesale Division consists of two businesses, Global Markets which is engaged in financial products
trading, sales and structuring, and Investment Banking which conducts financing and advisory businesses.
Net revenue decreased by 22.4% from the previous fiscal year to 555.4 billion yen. Non-interest expenses
increased by 8.5% to 666.8 billion yen due to a loss of 81.0 billion yen from the goodwill impairment attributable
to Wholesale. As a result, loss before income taxes was 111.4 billion yen.
Global Markets
The year ended March 2019 was a particularly tough year across the street, characterized by geopoliticaluncertainty and persistent low volatility, leading to low client volumes and directionless markets that prevailed
most part of the year. In this environment, Global Markets declined sequentially, particularly in the Fixed Income
businesses. Equities business and Structured franchise made some notable contributions but was moderatecompared with the previous fiscal year.
Investment Banking
Revenues declined year on year as the global fee pool contracted. However, strong cross-regional and interdepartmental collaboration helped deliver firmness in our M&A and ECM (equity-related fundraising business)businesses and supported revenue performance. In Japan, we continued to provide our clients with various
products and solutions as well as participated in numerous high profile transactions such as Takeda’s acquisitionof Shire and SoftBank’s global IPO. In the International regions, we leveraged our global connectivity tosuccessfully execute major cross-border M&A transactions for our clients as well as provided our clients withvarious interest rate and foreign exchange solutions as increased market volatility resulted in greater demand,
helping offset softer performances in financing related businesses.

Other
Billions of yen% Change

For the year ended(B-A)/(A)March 31, 2018 (A)March 31, 2019 (B)Non-interest expenses ...........................................................................

239.5
183.1

131.3
134.0

(45.2)(26.8)

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

56.4

(2.8)

－

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

Net revenue decreased by 45.2% from the previous fiscal year to 131.3 billion yen. Non-interest expenses
decreased by 26.8% to 134.0 billion yen. As a result, loss before income taxes was 2.8 billion yen.

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Segment Information

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3. Financing Situation(1) Funding situation
In terms of funding, the Company, Nomura Securities Co., Ltd., Nomura Europe Finance N.V., Nomura BankInternational plc, and Nomura International Funding Pte. Ltd. are the main group entities that borrow externally,issue debt instruments and engage in other funding activities. By raising funds to match the currencies andliquidities of our assets or by using foreign exchange swaps as necessary, we pursue optimization of our funding
structures.
(2) Capital Expenditures
Capital expenditures focus primarily on investment in systems with the objective in encouraging businessactivities further in Japan and overseas. In Retail Division, we have improved online-based services in order toprovide more convenient services for our clients. In Wholesale Division, we have been continuously enhancing
the trading systems as well as strengthening the infrastructure system in order to navigate through the global
markets and achieve best execution more stably and efficiently.
4. Results of Operations and Assets(in billions of yen except per share data in yen)
112th Fiscal Year 113th Fiscal Year 114th Fiscal Year 115th Fiscal Year
Period (April 1, 2015 to (April 1, 2016 to (April 1, 2017 to (April 1, 2018 toMarch 31, 2016) March 31, 2017) March 31, 2018) March 31, 2019)

Item
Total Revenue ...........................................................
Net revenue ...............................................................
Income (loss) before income taxes ...........................

Net income (loss) attributable to
NHI shareholders ......................................................
Basic-Net income (loss) attributable to
NHI shareholders per share .......................................
Diluted-Net income (loss) attributable to
NHI shareholders per share .......................................
Total assets ................................................................
Total NHI shareholders’ equity ................................

1,723.1
1,395.7

1,715.5
1,403.2

1,972.2
1,497.0

1,835.1
1,116.8

165.2

322.8

328.2

(37.7)

131.6

239.6

219.3

(100.4)

36.53

67.29

63.13

(29.90)

35.52

65.65

61.88

(29.92)40,934.2
2,700.2

42,532.0
2,789.9

40,343.9
2,749.3

40,969.4
2,631.1────────(Note)
1. Stated in accordance with accounting principles generally accepted in the U.S.
2. Nomura collects and remits cash margin between institutional investors and central clearing houses in its
execution and clearing services of exchange-traded derivative transactions. Cash margin collected from clientsand remitted to central clearing houses was reflected on Nomura’s consolidated balance sheets. However, witheffect from April 1, 2018, revisiting nature of the transactions, Nomura has revised its accounting policy forwhen such balances are recognized on Nomura’s consolidated group balance sheet and as a result, certain cash
margin amounts held on behalf of clients as well as an equivalent amount reflecting the obligation to return
such amounts to clients are no longer recognized on the balance sheet if certain criteria are met. Nomura has
restated previously reported amounts of Total assets to conform to the current presentation.
3. Daily variation margin for certain derivative transactions traded in Japan was reflected on Nomura’s
consolidated balance sheets. However, from April 1, 2018, Nomura changed its accounting policy as a result of
amendment of the rules of a specific central clearing house and daily variation margin is now off-balanced.
Nomura has restated previously report amounts of Total assets to conform to the current presentation.
5. Management Challenges and Strategies
The Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in thefirm and increasing the satisfaction of stakeholders, including shareholders and clients. In order to enhance its
corporate value, Nomura responds flexibly to various changes in the business environment, and emphasizes
Earnings Per Share (“EPS”) as a management index to achieve stable profit growth, and will seek to maintainsustained improvement in this index.

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In order to achieve our management objectives, we have focused on ensuring that profits are recorded by all
divisions and regions. But by revising the delegation of powers to regions and business divisions, we are shifting
to a new business execution structure as from May 2019. We are committed to continuing business modeltransformation in Japan as well as aiming to improve profitability of our overseas operations under Vision C&C
slogan, so that we will be able to build a solid foundation to generate profits even in severe market environments.
We will ensure a flexible and robust response to changes in the global operating environment, such as various
international financial regulations, demographic changes, digital evolution, and so forth, while closely monitoring
rapidly-changing geopolitical situations, for the purpose of maintaining an appropriate financial standing andachieving an effective use of management resources through improved capital efficiency, etc.
The challenges and strategies in each division are as follows:[Retail Division]
In Retail Division, under the basic philosophy of “placing our clients at the heart of everything we do,” weprovided consulting services to become “financial institution a lot of people need” by responding to diversifying
needs and wishes. We continue to support elderly clients with their family as we are experiencing aging society
and expand client base including next-generation clients for their asset management. Furthermore, we need toconcentrate on mass affluent clients for the future. We also focus on providing a broad range of value-added
solutions to clients not only through face-to-face consulting services, but also non-face-to-face service such as
online investment seminars, call center channels, aiming to earn clients’ trust.
[Asset Management Division]
We aim to increase assets under management and expand our client base in (i) our investment trust business, byproviding clients with a diverse range of investment opportunities to meet investors’ various needs, and (ii) ourinvestment advisory business, by providing value-added investment services to our clients on a global basis.
As a distinctive investment manager with the ability to provide a broad range of products and services, we aim togain the strong trust of investors worldwide by making continuous efforts to improve investment performance andto meet clients’ various needs.
[Wholesale Division]
In addition to the needs of our clients becoming increasingly more sophisticated, the Wholesale division also
faces challenges presented by the technological revolution; which may result in market changes which
fundamentally affect the form of our traditional business. In order to keep step with such changes as well as toensure our ability to provide our clients with added value, we will continue to seek the enhancement of ourconnectivity across Global Markets, Investment Banking and other Divisions around the globe as part of oursustained efforts to provide highly sought-after products and services to the markets.
Global Markets has been focusing on delivering differentiated and competitive products and solutions to ourclients by leveraging our global capabilities in trading, research, and global distribution. We aim to provide
uninterrupted liquidity to our clients across asset classes and markets, and strive to offer best-in-class market
access and execution services. Additionally, Global Markets will gear up for the digital transformation of ourbusiness.
In Investment Banking, we will continue to support our clients’ cross-border M&A ambitions, facilitate theirfundraising activities both in Japan and other geographies, as well as provide the full product suite of our
Solutions Business as our clients continue to pursue the globalization of their business activities.

24

Financing Situation,Results of Operations and Assets、Management Challenges and Strategies,Major Business Activities,Organizational Structure2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知[Merchant Banking Division]
The Marchant Banking Division will primarily provide equity as a new solution for business reorganizations
and revitalizations, business succession as well as management buyouts to cater to the increasingly diversified andsophisticated needs of our clients. The Marchant Banking Division will, under proper management of risk, focus
on support for improving the enterprise value of portfolio companies, and will contribute to expansion of theprivate equity market.
[Risk Management and Compliance, etc.]
At the Nomura Group, the type of risk and maximum amount of permissible risk for the purpose of achieving
strategic objectives and business plans based on management philosophy is set forth as the Risk Appetite. We willcontinue to develop a risk management framework which ensures financial soundness, enhances corporate value,
and is strategically aligned to the business plan and incorporated in decision making by senior management.
With regard to compliance, we will continue to focus on improving the management structure to comply withlocal laws and regulations in the countries where we operate. In addition to complying with laws and regulations,
we will continuously review and improve our internal compliance system and rules for the purpose of promoting
an environment of high ethical standards among all of our executive management and employees. In this way, we
will meet the expectations of society and clients toward the Nomura Group and contribute to the further
development of financial and capital markets.
Nomura Group established the Nomura Founding Principles and Corporate Ethics Day in 2015.
Commemorated annually, this day aims to remind all of our executive officers and employees of the lessons
learned from the incident and to renew our determination to prevent similar incidents from recurring in the futureand further improve public trust through various measures. We will strive to maintain a sound corporate culture
through these initiatives. We have also further enhanced and reinforced our internal control framework, which
includes measures to prevent insider trading and solicitation of unfair dealing, by ensuring that all of our executive
officers and employees continually maintain the highest level of business ethics expected from professionals
engaged in the capital markets.
However, in March 2019, amidst discussions regarding the criteria for designation to and exit from the upper
section of the exchange at the Advisory Group to Review the TSE Cash Equity Market Structure, there were
inappropriate information transfers regarding such criteria at Nomura Securities (“this matter”). At Nomura
Holdings and Nomura Securities, as this was something that harms the securing of the fairness/impartiality of themarket, this matter has been taken very seriously, and an investigation in which external experts were added has
been conducted. From now on, based on the results of such investigation, an improvement strategy will be
formulated and thoroughly implemented.
Through the efforts described above, we are strengthening the earnings power of the entire Nomura Group andworking to achieve our management targets and to maximize corporate value. We will advance cooperation acrossregions and among our four Divisions, and devote our efforts to the stability of financial and capital markets andto our further expansion and development as “Asia’s global investment bank”.
6. Major Business Activities
Nomura Group primarily operates in investment and financial services focusing on the securities business. We
provide wide-ranging services to customers for both financing and investment through operations in Japan andother major financial capital markets around the world. Such services include securities trading and brokerage,
underwriting and distribution, arrangement of offering and distribution, arrangement of private placement,
principal finance, asset management, and other securities and financial business. We divide our business segments
into four divisions of Retail, Asset Management, Wholesale and Merchant Banking.

25

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7. Organizational Structure(1) Principal place of business in JapanThe Company: Head office (Tokyo)
Nomura Securities Co., Ltd. (Head office and local branches — 156 locations in total): Tokyo (Head office andlocal branches — 35 locations in total), Kanto area excluding Tokyo (35 branches), Hokkaido area (5 branches),
Tohoku area (9 branches), Hokuriku area (4 branches), Chubu area (16 branches), Kinki area (28 branches),
Chugoku area (9 branches), Shikoku area (4 branches) and Kyushu and Okinawa area (11 branches)
Nomura Asset Management Co., Ltd. (Tokyo, Osaka, Fukuoka)
The Nomura Trust & Banking Co., Ltd. (Tokyo)
Nomura Facilities, Inc. (Tokyo)
Nomura Financial Products & Services, Inc. (Tokyo)(2) Principal place of business overseas
Nomura Securities International, Inc. (New York, U.S.)
Nomura International plc (London, U.K.)
Nomura International (Hong Kong) Limited
Nomura Singapore Limited
Instinet Incorporated (New York, U.S.)(3) Status of Employees
Total ............................................................................................................................................

Employees

Increase / Decrease

27,864184 Decrease(Notes)1. Number of employees consists of the total number of employees of the Company and its consolidated
subsidiaries (excluding temporary employees).
2. Number of employees excludes employees seconded outside the Company and its consolidated subsidiaries.
(4) Status of Significant Subsidiaries
Name

Capital(in millions)

Location

Percentage of
Voting Rights

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

Tokyo, Japan¥¥

10,00017,180100%

Tokyo, JapanThe Nomura Trust & Banking Co., Ltd. ...................
Nomura Facilities, Inc. ..............................................

Tokyo, JapanTokyo, Japan¥¥

35,000
480

100%
100%

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

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

¥
¥
US$
US$
US$
US$
US$
US$
¥
S$

176,775
10
6,157.25
3,650.00
1,792.49
1,322.50
10,491.32
10,241.23
182,311239.00

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

100%

Type of Business
Securities
Investment TrustManagement / Investment
Advisory
Banking / TrustBusiness Space / Facility
Management
Financial
Holding Company
Holding Company
Securities
Holding Company
Holding Company
Holding Company
Securities
Securities
Securities / Financial────────(Notes)1. “Capital” is stated in the currency on which each subsidiary’s books of record are maintained. “Capital” of a
subsidiary, whose paid-in capital is zero or is in nominal amount (primarily subsidiaries located in the U.S.), isdisclosed in amount including additional paid-in capital. Percentages with “*” in the “Percentage of Voting
Rights” column include voting rights from indirect ownership of shares.
2. The total number of consolidated subsidiaries and consolidated variable interest entities as of March 31, 2019was 1,366. The total number of entities accounted for under the equity method of accounting such as Nomura
Research Institute, Ltd. and Nomura Real Estate Holdings, Inc. was 13 as of March 31, 2019.
26

Management Challenges and Strategies,Major Business Activities,Organizational Structure、Status of Significant Subsidiaries

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8. Major Lenders
LenderLoan Amount(in millions of yen)Type of LoanMUFG Bank, Ltd .....................................................
Mizuho Bank, Ltd. ....................................................
Sumitomo Mitsui Banking Corporation ...................
Resona Bank, Ltd. .....................................................

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

433,383
375,048
353,52149,936

Sumitomo Mitsui Trust Bank, Limited. ....................
Mizuho Trust & Banking Co., Ltd. ...........................

Long-term borrowing
Long-term borrowing

181,991
30,000

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

Long-term borrowing
Long-term borrowing

45,01535,323

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

Long-term borrowing

30,007The Norinchukin Bank ..............................................

Long-term borrowing

49,840Meiji Yasuda Life Insurance Company ..................

Long-term borrowing

32,151

9. Capital Management Policy
We seek to enhance shareholder value and to capture growing business opportunities by maintaining sufficientlevels of capital. We will continue to review our levels of capital as appropriate, taking into consideration theeconomic risks inherent to operating our businesses, the regulatory requirements, and maintaining our ratingsnecessary to operate businesses globally.
We believe that raising corporate value over the long term and paying dividends is essential to rewarding
shareholders. We will strive to pay dividends using a consolidated pay-out ratio of 30 percent of each semi-annual
consolidated earnings as a key indicator.
Dividend payments will be determined taking into account a comprehensive range of factors such as thetightening of Basel regulations and other changes to the regulatory environment as well as the company’s
consolidated financial performance.
Dividends will in principle be paid on a semi-annual basis with record dates of September 30 and March 31.
Additionally we will aim for a total payout ratio, which includes dividends and share buybacks, of at least 50
percent.
With respect to the retained earnings, in order to implement measures to adapt to regulatory changes and toincrease shareholder value, we seek to efficiently invest in business areas where high profitability and growth may
reasonably be expected, including the development and expansion of infrastructure.
Dividends for the Fiscal Year
Based on our Capital Management Policy described above, we paid a dividend of 3 yen per share toshareholders of record as of September 30, 2018 and have decided to pay a dividend of 3 yen per share toshareholders of record as of March 31, 2019. As a result, the total annual dividend will be 6 yen per share.
The following table sets forth the details of dividends paid for the fiscal year ended March 31, 2019:

Resolution of Board of Directors
October 31, 2018 .............................................
April 25, 2019 .................................................

Record Date
September 30, 2018
March 31, 2019

Total Amount of
Dividends(in millions of yen)

Dividend Per Share(yen)

10,1489,933

27

Major Lenders,Capital Management Policy,Other Important Matters Related to the Current Situation of the Corporate Group

3.00
3.00

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II. Stocks
1. Total Number of Authorized Shares:
The total number of classes of shares authorized to be issued in each class is as follows.
Type

6,000,000,000 shares

Total Number of Shares Authorized to be Issued in Each Class

Common Stock .............................................................................
Class 1 Preferred Stock .................................................................
Class 2 Preferred Stock .................................................................
Class 3 Preferred Stock .................................................................
Class 4 Preferred Stock .................................................................

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

2. Total Number of Issued Shares: Common Stock3,493,562,601 shares(Note)
Due to the cancellation of treasury stock on December 17, 2018, total number of issued shares decreased by
150,000,000 shares from March 31, 2018.
3. Number of Shareholders:

371,292

4. Major Shareholders (Top 10):
Number of Shares Owned
andPercentage of Shares Owned

Names of Shareholders(in thousand shares)(%)

The Master Trust Bank of Japan, Ltd. (Trust Account) .............................................................
Japan Trustee Services Bank, Ltd. (Trust Account) ....................................................................

180,391
160,284

Japan Trustee Services Bank, Ltd. (Trust Account 5) ................................................................
Northern Trust Co. (AVFC)
Re Silchester International Investors International Value Equity Trust ......................................
JP Morgan Chase Bank 385151 ...................................................................................................
State Street Bank West Client-Treaty 505234 .............................................................................

68,1014.84
2.05

64,983

1.96

Japan Trustee Services Bank, Ltd. (Trust Account 7) ................................................................

46,435

1.63
1.40

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

46,059

1.39

Japan Trustee Services Bank, Ltd. (Trust Account 1) ................................................................
SSBTC Client Omnibus Account. ................................................................................................

45,49842,902

1.37
1.29

62,96354,126

5.44

1.90

1. The Company has 182,411 thousand shares of treasury stock as of March 31, 2019 which is not included in the
major shareholders list above.
2. Figures for Number of Shares Owned are rounded down to the nearest thousand and figures for Percentage ofShares Owned are calculated excluding treasury stock.

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

100,020,867 shares
51,713,634

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

100,000,000 shares
51,702,989

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

17,894,180 shares
10,817,001(3) Shares Cancelled
Common Stock ........................................................................................................... 150,000,000 shares
Aggregate Amount of Cancellation (in thousands of yen) ........................................... 89,915,970(4) Number of Shares Held in Treasury as of the end of fiscal year
Common Stock ........................................................................................................... 182,411,802 shares

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

Allotment Date

Number ofStock
Acquisition
RightsStock Acquisition Rights No.45 ...............

June 5, 2012

2,171

217,100

Stock Acquisition Rights No.46 ...............

June 5, 2012

7,088

708,800

Stock Acquisition Rights No.47 ...............

June 5, 2012

5,869

586,900

Stock Acquisition Rights No.48 ...............

June 5, 2012

8,458

845,800

Stock Acquisition Rights No.49 ...............

June 5, 2012

846

84,600Stock Acquisition Rights No.50 ...............

June 5, 2012

1,162

116,200

Stock Acquisition Rights No.51 ...............

November 13, 2012

9,965

996,500

Stock Acquisition Rights No.52 ...............

June 5, 2013

1,405

140,500

Stock Acquisition Rights No.53 ...............

June 5, 2013

5,634

563,400

Stock Acquisition Rights No.54 ...............

June 5, 2013

7,268

726,800

Stock Acquisition Rights No.55 ...............

November 19, 2013

26,812

2,681,200

Stock Acquisition Rights No.56 ...............

June 5, 2014

7,455

745,500

Stock Acquisition Rights No.57 ...............

June 5, 2014

10,266

1,026,600

Stock Acquisition Rights No.58 ...............

June 5, 2014

17,232

1,723,200

Stock Acquisition Rights No.59 ...............

June 5, 2014

4,336

433,600

Stock Acquisition Rights No.60 ...............

June 5, 2014

5,942

594,200

Stock Acquisition Rights No.61 ...............

June 5, 2014

21,596

2,159,600

Stock Acquisition Rights No.62 ...............

November 18, 2014

26,757

2,675,700

Stock Acquisition Rights No.63 ...............

June 5, 2015

8,897

889,700

Stock Acquisition Rights No.64 ...............

June 5, 2015

15,341

1,534,100

Stock Acquisition Rights No.65 ...............

June 5, 2015

24,962

2,496,200

Stock Acquisition Rights No.68 ...............

November 18, 2015

25,6882,568,800

Stock Acquisition Rights No.69 ...............

June 7, 201615,246

1,524,600

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

June 7, 2016

26,0172,601,700

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

June 7, 2016

55,976

5,597,600

Stock Acquisition Rights No.72 ...............

June 7, 2016

4,817

481,700

Stock Acquisition Rights No.73 ...............

June 7, 2016

1,054

105,400

30

Stocks Acquisition Rights_1

Period for
the Exercise of
Stock Acquisition Rights

Exercise Price per
Share under
Stock
Acquisition
Rights(yen)

From April 20, 2014
to April 19, 2019
From April 20, 2015
to April 19, 2020

1

From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From October 20, 2015
to April 19, 2021
From October 20, 2016
to April 19, 2022
From November 13, 2014
to November 12, 2019
From April 20, 2014
to April 19, 2019
From April 20, 2015
to April 19, 2020
From April 20, 2016
to April 19, 2021
From November 19, 2015
to November 18, 2020
From April 20, 2015
to April 19, 2020
From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From March 31, 2015
to March 30, 2020
From March 31, 2016
to March 30, 2021
From March 31, 2017
to March 30, 2022
From November 18, 2016
to November 17, 2021
From April 20, 2016
to April 19, 2021
From April 20, 2017
to April 19, 2022
From April 20, 2018
to April 19, 2023
From November 18, 2017
to November 17, 2022
From April 20, 2017
to April 19, 2022
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From October 30, 2016
to October 29, 2021

1

From April 30, 2017
to April 29, 2022

1

1
1
1
298
1
1
1
821
1
1
1
1
1
1
738
1
1
1
802
1
1
1
1
1

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Number ofStock
Acquisition
RightsNumber of
Shares under
Stock
Acquisition
RightsName of Stock Acquisition Rights

Allotment Date

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

November 11, 2016

25,364

2,536,400

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

June 9, 2017

20,8982,089,800

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

June 9, 2017

43,953

4,395,300

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

June 9, 201745,0884,508,800

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

June 9, 2017

8,538

853,800

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

June 9, 2017

8,513

851,300

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

June 9, 2017

1,362

136,200

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

June 9, 2017

1,362

136,200

Stock Acquisition Rights No.82 ...............

June 9, 2017

4,538

453,800

Stock Acquisition Rights No.83 ...............

June 9, 2017

639

63,900Stock Acquisition Rights No.84 ...............

November 17, 201725,2552,525,500

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

November 20, 201825,552

2,555,200

Period for
the Exercise of
Stock Acquisition Rights

From November 11, 2018
to November 10, 2023
From April 20, 2018
to April 19, 2023
From April 20, 2019
to April 19, 2024
From April 20, 2020
to April 19, 2025
From April 20, 2021
to April 19, 2026
From April 20, 2022
to April 19, 2027
From April 20, 2023
to April 19, 2028
From April 20, 2024
to April 19, 2029
From October 30, 2017
to October 29, 2022
From April 30, 2018
to April 29, 2023
From November 17, 2019
to November 16, 2024
From November 20, 2020
to November 19, 2025

Exercise Price per
Share under
Stock
Acquisition
Rights
(yen)
593
1
1
1
1
1
1
1
1
1
684
573

────────
1. Stock acquisition rights are issued in conjunction with the Company’s equity-based compensation plan and nopayment is required in exchange for stock acquisition rights.
2. Any transfer of stock acquisition rights is subject to approval by the Board of Directors of the Company.
3. No stock acquisition rights shall be exercised partially. Grantees who lose their positions as executives or
employees due to resignation or other similar reasons before the commencement of the exercise period will, in
principle, forfeit their stock acquisition rights.
4. Number of stock acquisition rights and number of shares under stock acquisition rights are as of the end of the
fiscal year.
5. Stock Acquisition Rights No.1 to No.44, No.66 and No.67 were all extinguished by exercise, forfeiture, or
expiration of exercise period.

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2. Stock Acquisition Rights Held by the Directors and Executive Officers of the Company as of the end of the
fiscal year
Directors and Executive Officers(excluding Outside Directors)
Name of Stock Acquisition Rights
Number of
Stock Acquisition Rights
Stock Acquisition Rights No.46 ...........................
Stock Acquisition Rights No.47 ...........................
Stock Acquisition Rights No.48 ...........................
Stock Acquisition Rights No.53 ...........................
Stock Acquisition Rights No.54 ...........................
Stock Acquisition Rights No.56 ...........................
Stock Acquisition Rights No.57 ...........................
Stock Acquisition Rights No.58 ...........................
Stock Acquisition Rights No.59 ...........................
Stock Acquisition Rights No.60 ...........................
Stock Acquisition Rights No.61 ...........................
Stock Acquisition Rights No.63 ...........................
Stock Acquisition Rights No.64 ...........................
Stock Acquisition Rights No.65 ...........................
Stock Acquisition Rights No.69 ...........................
Stock Acquisition Rights No.70 ...........................
Stock Acquisition Rights No.71 ...........................
Stock Acquisition Rights No.75 ...........................
Stock Acquisition Rights No.76 ...........................
Stock Acquisition Rights No.77 ...........................

Number of
Holders
49
172
228
241
240
173
348

2
4
5
3
3
2
3

760
206
206
626
391
756
754
1,163
1,158
1,696
1,180
1,352
1,349

4
3
3
4
4
5
5
6
6
9
6
7
7

────────
1. Number of stock acquisition rights is as of the end of the fiscal year.
2. No stock acquisition rights have been issued to Outside Directors.
3. Stock Acquisition Rights Issued to the Employees and Others during the fiscal year ended March 31, 2019
Employees(excluding employees
who are concurrently serving as
Directors/Executive Officers of theCompany)

Name of Stock Acquisition Rights

Number of
Stock Acquisition
RightsStock Acquisition Rights No.85 ...........................

Directors, Executive Officers andEmployees, etc. in subsidiaries(excluding those who are concurrently
serving as Employees or
Directors/Executive Officers of theCompany)

Number of
Holders－－

Number of
Stock Acquisition
Rights25,565

Number of
Holders
1,204────────
Number of stock acquisition rights and number of holders are as of allotment date.
4. Other Significant Matters
On May 16, 2019, the Company passed a resolution to grant Restricted Stock Units (“RSUs”) to directors,
executive officers and/or employees of the Company and/or its subsidiaries, etc.
Number of Granted RSUs

Number of Shares of Common Stockunder the RSUs

33,786,200

33,786,200

32

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IV. Matters Relating to the Company’s Directors and Executive Officers
1. Status of the Directors (as of March 31, 2019)
Name

Positions and Responsibilities

Significant Concurrent Positions

Nobuyuki Koga

Chairman of the Board of Directors
Chairman of the Nomination Committee
Chairman of the Compensation Committee

Director of Nomura Securities Co., Ltd. (*1)
Representative Director and President of Kanagawa
Kaihatsu Kanko Co., Ltd.

Koji Nagai

Director
Representative Executive Officer andDirector and Chairman of the Board of Directors of Nomura
Securities Co., Ltd. (*1)

PresidentGroup CEO
Shoichi Nagamatsu

Director
Representative Executive Officer and
Deputy President

Director of Nomura Securities Co., Ltd. (*1, *2)

Hiroshi Kimura

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

Honorary Company Fellow of Japan Tobacco Inc.
Outside Director of IHI Corporation

Kazuhiko Ishimura

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

Director & Chairman of AGC Inc.
Outside Director of TDK Corporation
Outside Director of IHI Corporation

Noriaki Shimazaki

Outside Director
Chairman of the Audit Committee

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

Mari Sono

Outside Director
Member of the Audit Committee

Not Applicable

Hisato Miyashita

Director
Member of the Audit Committee (full time)

Director of Nomura Asset Management Co., Ltd. (*1, *2)
Director of The Nomura Trust and Banking Co., Ltd.(*1, *2)
Statutory Auditor of Nomura Financial Products & Services,
Inc.(*1)

Michael Lim ChooSan

Outside Director

Non-Executive Chairman of Fullerton Healthcare
Corporation Limited
Non-Executive Chairman of Nomura Singapore Ltd. (*1)

Laura Simone Unger

Outside Director

Independent Director of CIT Group Inc.
Independent Director of Navient Corporation
Independent Director of Nomura Securities International,
Inc. (*1)

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1. Directors Hiroshi Kimura, Kazuhiko Ishimura, Noriaki Shimazaki, Mari Sono, Michael Lim Choo San, and Laura Simone Unger
are Outside Directors, as provided for in Article 2, Item 15 of the Companies Act, and are also Independent Directors, as provided
for in Article 436-2 of the Tokyo Stock Exchange, Inc.’s Securities Listing Regulations.
2. Director Noriaki Shimazaki, Chairman of the Audit Committee, is a financial expert under the Sarbanes-Oxley Act of 2002 andDirector Mari Sono, a member of the Audit Committee, is a certified public accountant. Each of them has considerable finance andaccounting knowledge.
3. The Company has selected director Hisato Miyashita, who is well-versed in the business of the Nomura Group, as a full-timemember of the Audit Committee, with the expectation that audits by the Audit Committee will be performed more effectively.
4. Companies marked with “*1” are wholly-owned subsidiaries (including indirect ownership) of the Company.
5. Concurrent positions marked with “*2” are positions from which a director has resigned during the period from the fiscal year-end
to the date of this Business Report, or positions from which a director is scheduled to resign as of the date of this Business Report.
In addition, Director Hiroshi Kimura resigned as of March 28, 2019 from AGC Inc. and Director Noriaki Shimazaki resigned as ofMarch 30, 2019 from UKC Holdings Corporation.
6. There are no special relationships between the Company and companies in which Outside Directors concurrently serve (except for
those companies marked with “*1”).
7. The Company has entered into agreements to limit Companies Act Article 423 Paragraph 1 liability for damages with directors
Hiroshi Kimura, Kazuhiko Ishimura, Noriaki Shimazaki, Mari Sono, Hisato Miyashita, Michael Lim Choo San, and Laura Simone
Unger. Liability under each such agreement is limited to either 20 million yen or the amount prescribed by laws and regulations,whichever is greater.

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

Status of Main Activities

Hiroshi Kimura

Attended all 10 meetings of the Board of Directors, all 6 meetings of the Nomination Committee, and all 4
meetings of the Compensation Committee held during the fiscal year, and appropriately made statements
based on his extensive experience and comprehensive knowledge gained from being a corporate manager
for many years.

Kazuhiko Ishimura

Attended all 8 meetings of the Board of Directors, all 5 meetings of the Nomination Committee, and all 3
meetings of the Compensation Committee held after his appointment as a director, a member of theNomination Committee and a member of the Compensation Committee, and appropriately made statements
based on his extensive experience and comprehensive knowledge gained from being a corporate manager
for many years.

Noriaki Shimazaki

Attended all 10 meetings of the Board of Directors and all 17 meetings of the Audit Committee held during
the fiscal year, and appropriately made statements based on his extensive experience and comprehensive
knowledge gained from being a corporate manager for many years and an expert well-versed ininternational accounting systems.

Mari Sono

Attended all 10 meetings of the Board of Directors and all 17 meetings of the Audit Committee held during
the fiscal year, and appropriately made statements based on her extensive experience and comprehensive
knowledge gained from being an expert well-versed in corporate accounting.

Michael Lim ChooSan

Attended all 10 meetings of the Board of Directors held during the fiscal year, and appropriately madestatements based on his extensive experience and comprehensive knowledge gained from being an expert
well versed in international accounting systems.

Laura Simone Unger

Attended all 8 meetings of the Board of Directors held after her appointment as a director, and appropriately
made statements based on her extensive experience and comprehensive knowledge gained from being anexpert well-versed in finance-related legal systems.

Other than the above, Outside Directors Meetings, consisting solely of members who are Outside Directors, have been held, where
there are discussions concerning matters such as the business and corporate governance of the Company.

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3. Status of the Executive Officers (as of March 31, 2019)
Name

Positions and Responsibilities

Significant Concurrent Positions

Koji Nagai

Director
Representative Executive Officer
and PresidentGroup CEOSee “1. Status of the Directors”

Shoichi Nagamatsu

Director
Representative Executive Officer
and Deputy President

See “1. Status of the Directors”

Tetsu Ozaki

Executive Managing Director andDirector of Nomura Securities Co., Ltd.

Deputy Chairman
Toshio Morita

Executive Managing Director
Group Co-COO

Director, Representative Executive Officer and President of
Nomura Securities Co., Ltd.

Kentaro Okuda

Executive Managing Director
Group Co-COO and Head ofAmericas (based in New York)

Director, Executive Managing Director and Deputy President

Kunio Watanabe

Executive Managing Director
Head of Asset Management

Director, President and CEO of Nomura Asset Management
Co., Ltd.

Takumi Kitamura

Executive Managing Director
Chief Financial Officer (CFO)

Executive Managing Director of Nomura Securities Co., Ltd.

Yuji Nakata

Executive Managing Director
Head of Group Entity Structure and
Co-CRO

Representative Executive Officer and Deputy President of
Nomura Securities Co., Ltd.
Director of Nomura Financial Products & Services, Inc.

of Nomura Securities Co., Ltd.

(Notes)
1. As of March 31, 2019, Tetsu Ozaki and Kunio Watanabe resigned from the office of Executive Managing Director of theCompany.
2. As of April 1, 2019, Junko Nakagawa and Tomoyuki Teraguchi assumed the office of Executive Managing Director of theCompany.
(Reference) Executive Officers as of May 1, 2019 are as follows:
Koji Nagai
Representative Executive Officer and President, Group CEO
Shoichi Nagamatsu

Representative Executive Officer and Deputy President

Kentaro Okuda

Executive Managing Director and Deputy President, Group Co-COO

Toshio Morita

Executive Managing Director, Group Co-COO

Junko Nakagawa

Executive Managing Director, Head of Asset Management

Takumi Kitamura

Executive Managing Director, Chief Financial Officer (CFO)

Yuji Nakata

Executive Managing Director, Chief Risk Officer (CRO)Tomoyuki Teraguchi

Executive Managing Director, Chief Compliance Officer (CCO)

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4. Compensation paid to Directors and Executive Officers
Millions of yen
Number of People(1)

Directors ..................................
(Outside Directors) ..................
Executive Officers ..................
Total ........................................

Basic Compensation (2,3)

10
(8)
8
18

251
(127)
607
858

Bonus
－
(－)
－
－

Deferred Compensation
(4)

42
(－)
466
508

Total
293
(127)
1,073
1,366

(Notes)1. The number of people includes 2 Directors who retired in June 2018. There were 8 Directors and 8 Executive
Officers as of March 31, 2019. Compensation to Directors who were concurrently serving as Executive Officers is
included in that of Executive Officers.
2. Basic compensation of ¥858 million includes other compensation (commuter pass allowance) of ¥1,124
thousand.
3. In addition to basic compensation of Executive Officers, ¥24 million of corporate housing costs, such as
housing allowance and related tax adjustments, were provided.
4. Deferred compensation (such as stock options) granted during and prior to the fiscal year ended March 31, 2019is recognized as expense in the financial statements for the fiscal year ended March 31, 2019.
5. Subsidiaries of the Company paid ¥49 million to Outside Directors as compensation, etc. for their directorshipat those subsidiaries for the fiscal year ended March 31, 2019.
6. The Company abolished retirement bonuses to Directors in 2001.
5. Matters relating to Individual Directors and Executive Officers’ Compensation Determined by Compensation
Committee(1) Method of Determining Compensation Policies
As the Company is organized under the Committee System, the Compensation Committee has set the“Compensation Policy of Nomura Group” and “Compensation Policy for Directors and Executive Officers of
Nomura Holdings, Inc.”(2) Compensation Policy of Nomura GroupThe “Compensation Policy of Nomura Group” is as follows:
Nomura Group is establishing its status firmly as a globally competitive financial services group. To support
this, we recognize that our people are our most valuable asset. We have therefore developed our Compensation
Policy for both executives and employees of Nomura Group to ensure we attract, retain, motivate and develop
talent that enables us to achieve sustainable growth, realize a long-term increase in shareholder value, deliverclient excellence, compete in a global market and enhance our reputation.
Our Compensation Policy is based around six key themes:
1) Align with Nomura Values and Strategies• Compensation is designed to support delivery against the broader strategic aims of the Group.
• Levels and structures of compensation reflect the needs of each business line and allow the Group to effectively
compete for key talent in the market.
• We develop our staff to support the Nomura values.
2) Reflect Firm, Division and Individual Performance• “Pay for Performance” is our fundamental principle to motivate and reward our key talent regardless of personal
background.
• We manage compensation on a firm-wide basis, taking into account the performance of the Group andsupporting our ethos of sustainable growth, collaboration and client service. This enables us to manage strategic
investments and still operate market-competitive compensation practices.
• An individual’s compensation is determined by properly reflecting the Group, division and individual
performance, ensuring that it is aligned with both the business strategy and market considerations.

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2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知• Individual compensation award decisions are underpinned by valid and rigorous performance management
processes and supporting systems.
3) Establish Appropriate Performance Measurement with a Focus on Risk
• Compensation is not determined by reference solely to revenues. Risk-adjusted profits are being emphasized in
Nomura’s management information and performance systems and processes.
• In addition, qualitative factors such as cross-divisional collaboration, risk management, alignment withorganizational values, and compliance are stressed when evaluating performance.
• Performance measurement reflects the business needs, taking account of risk associated with each business.
Such risk includes market, credit, operational, and liquidity risk among others.
• In assessing and measuring risk for compensation, input and advice is received from the risk management andfinance divisions.
4) Align Employee and Shareholder Interests• Compensation of Group executives and higher paid employees should reflect the achievement of targets which
are in line with the creation of shareholder value.
• For higher paid executives and employees, a part of their compensation is delivered in equity linked awards withappropriate vesting periods to ensure that their interests are closely aligned with those of shareholders.
5) Appropriate Compensation Structures• The compensation structure reflects our desire to grow and develop our talent. It is merit based, reflecting
performance and is regularly reviewed to ensure its fairness.
• For higher paid executives and employees, a significant portion of compensation is deferred, balancing shortterm interests with longer-term stewardship of the Group.
• Deferred compensation should be subject to forfeiture or “clawback” in the event of a material restatement of
earnings or other significant harm to the business of Nomura.
• The percentage of deferral increases as an employee’s total compensation increases. A part of deferredcompensation is delivered in mid/long-term incentive plans, such as equity linked awards with appropriate vesting
periods.
• Guarantees of bonus/compensation should be allowed only in limited circumstances such as new hiring or
strategic business needs, and multi-year guarantees should not be used as a matter of course.
• There should be no special or expensive retirement/severance guarantees for senior executives.
• Nomura will respect all areas in which it operates and will seek to ensure pay structures reflect the needs of theorganization as well as regulatory and government bodies.
6) Ensure Robust Governance and Control Processes• This Policy and any change hereof must be approved by Nomura Holdings’ Compensation Committee, amajority of which consists of non-executive outside directors.
• The Compensation Committee of Nomura Holdings decides individual amounts as well as compensation policy
for Directors and Executive Officers of Nomura Holdings, in line with this Policy.
• Globally, we institute a review and authorization policy for senior or high-level contracts ensuring consistency
with this Policy. This is administered by Human Resources, involves Finance, Risk Management and Regional
Compensation Committees and is reviewed by the Executive Managing Board.
• Compensation for employees of risk management and compliance functions is determined independently ofother business divisions.
• The Compensation Committee uses market and specialist advisory groups to advise on appropriate compensation
structures and levels as necessary.
(3) Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.
”Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.” is as follows:
Compensation of Directors and Executive Officers is composed of base salary, cash bonus and long-term
incentive plans.

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2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知1) Base Salary• Base salary is determined based on factors such as professional background, career history, responsibilities andcompensation standards of related business fields.
• A portion of base salary may be paid in equity linked awards with appropriate vesting periods to ensure thatmedium to long-term interests of Directors and Executive Officers are closely aligned with those of shareholders.
2) Cash Bonus• Cash bonuses of Directors and Executive Officers are determined by taking into account both quantitative andqualitative factors. Quantitative factors include performance of the Group and the division. Qualitative factors
include achievement of individual goals and subjective assessment of individual contribution.
• Depending on the level of bonus payment, a portion of payment in cash may be deferred. In addition, a portionof deferred bonus may be paid in equity linked awards with appropriate vesting periods in lieu of cash to ensurethat medium to long-term interests of Directors and Executive Officers are closely aligned with those ofshareholders. Such deferred bonus may be unpaid or forfeited under specific circumstances.
3) Long-term Incentive Plan
• Long-term incentive plans may be awarded to Directors and Executive Officers, depending on their individual
responsibilities and performance.
• Payments under long-term incentive plans are made when a certain degree of achievements are accomplished.
Payments are made in equity linked awards with appropriate vesting periods to ensure that medium to long-term
interests of Directors and Executive Officers are closely aligned with those of shareholders.

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

Amount(1) Audit fees, etc.
(2) Total amount of cash and other financial benefits payable by the Company and its subsidiaries to the
Accounting Auditor

856 million yen
1,357 million yen────────(Notes)1. The audit contract between the Company and the Accounting Auditor does not separate the audit fees based on
the Companies Act and the Financial Instruments and Exchange Act. Since the audit fees based on the Companies
Act and the Financial Instruments and Exchange Act could not be substantively separated, the amount of audit
fees above includes the audit fees based on the Financial Instruments and Exchange Act.
2. In addition to the attestation services pursuant to the Article 2, Paragraph 1 of the Certified Public Accountant
Act, the Company and its subsidiaries pay compensation to the Accounting Auditor with respect to verification
services on compliance with the segregation of customers’ assets requirements, etc.
3. Significant overseas subsidiaries of the Company are subject to audit (limited to audit pursuant to theCompanies Act or the Financial Instruments and Exchange Act and other equivalent foreign regulations) bycertified public accountants or auditing firms (who hold equivalent qualifications in foreign countries) other thanthe Company’s Accounting Auditor.
4. The Audit Committee has received necessary documents and reports from the Chief Financial Officer (“CFO”),
relevant internal divisions, and the Accounting Auditor, and has confirmed the structure of the Accounting
Auditor’s audit team, audit plan, audit status, the status of the maintenance of the structure for controlling qualityof the audit firm, and the basis for the calculation of estimated remuneration, etc. Additionally, the Audit
Committee conducts pre-approval procedures in accordance with Article 202 of the Sarbanes-Oxley Act of 2002,
etc. Based on the result of such confirmations and procedures, the Audit Committee has verified thecompensation, etc. of the Accounting Auditor and determined that it is at a reasonable level to maintain andimprove audit quality, and has given the Companies Act Article 399 Paragraph 1 consent.
3. Dismissal or Non-Reappointment Policy(1) If the Accounting Auditor corresponds to any of the items stipulated under Article 340, Paragraph 1 of theCompanies Act, the Audit Committee shall consider dismissal of the Accounting Auditor, and if dismissal isdetermined to be reasonable, the Audit Committee will dismiss the Accounting Auditor by a unanimous consent
of all members of the Audit Committee. In such event, an Audit Committee Member appointed by the Audit
Committee shall report the dismissal of the Accounting Auditor and reasons for dismissal at the general meetingof shareholders to be convened immediately after the dismissal.
(2) In cases where the Audit Committee determines that the Accounting Auditor has issues in terms of thefairness, or that maintenance of more appropriate audit structure is needed, a proposal on dismissal or nonreappointment of the Accounting Auditor will be submitted to the annual general meeting of shareholders.

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

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2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(2) The Audit Committee shall audit the legality, adequacy and efficiency of the business of the Nomura Group incoordination, as necessary, with the Audit Committee of its subsidiaries.
[Summary of Implementation Status]
As a general rule, meetings of the Audit Committee of the Company and the Audit Committee of
Nomura Securities Co., Ltd. are held jointly. Further, efforts are being made to coordinate closely
by having persons such as full-time audit committee members of the Company and audit mission
directors of Nomura Securities Co., Ltd. concurrently serve as company auditors and audit
committee members of subsidiaries in Japan. Additionally, at the Nomura Group, audit
committees have been set up in the holding companies that supervise each of the 3 overseas
regions (Europe, the Americas, and Asia) and audit committee members of the Company and theheads of such committees share information regarding the issues and awareness of problems foreach region from the audit work perspective.
3. Structures Ensuring the Effectiveness of the Audit(1) Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may
participate in or attend important meetings including meetings of the Executive Management Board.
(2) The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct
audits of financial statements about the audit plan at the beginning of the period, audit status during the period,
audit results at the end of the period, and the status of internal controls over financial reporting. Members of the
Audit Committee and the Audit Mission Director may exchange opinions with accounting auditors and accounting
firms that conduct audits of financial statements as necessary.
(3) A member of the Audit Committee designated by the Audit Committee may investigate the Company or its
subsidiaries through, as necessary, himself/herself, other members of the Audit Committee or the Audit Mission
Director.
(4) The Audit Committee in conducting audits may engage attorneys, certified public accountants, consultants orother outside advisors as deemed to be necessary.
[Summary of Implementation Status]
Audit Committee Members designated by the Audit Committee have participated in or attended
important meetings such as meetings of the Executive Management Board and the Internal
Controls Committee.
The Audit Committee has directly received explanations regarding the audit plan at the beginningof the period, audit status during the period, audit results at the end of the period, and the status ofinternal controls over financial reporting, from Ernst & Young ShinNihon LLC who is the
Accounting Auditor and accounting firm that conducts audits of the Financial Statements. In
addition, there have been exchanges of opinions with the Accounting Auditor by, for example,
Audit Committee Members seeking the opinions of the Accounting Auditor as necessary.
Furthermore, Audit Committee Members, in addition to carrying out site visits of sites such asretail branches of Nomura Securities and site visits of subsidiaries other than Nomura Securities inperson, have received reports from Nomura Securities’ Audit Committee Members and Audit
Mission Directors who carried out site visits at subsidiaries.
Moreover, the Audit Committee, by entering into an advisory services agreement with an externallawyer, has established a structure whereby expert opinions can be sought from the lawyer asnecessary.
4. Coordination with the Internal Audit Division(1) The Company shall obtain the consent of the Audit Committee, or a member of the Audit Committee
designated by the Audit Committee, regarding implementation plans and formulation of the budget of the Internal
Audit Division, as well as the election and dismissal of the Head of the Internal Audit Division.

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2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(2) The Audit Committee shall coordinate with the Internal Audit Division by attending meetings of the Internal
Controls Committee, hearing reports regarding the status of internal audits, and with regard to internal audits,
issuing recommendations, etc., concerning the modification of the implementation plan, additional audits,
development of remedial measures, etc.
[Summary of Implementation Status]
The Internal Controls Committee attended by Audit Committee Members deliberates and determines
basic matters regarding the establishment and evaluation of internal controls for the Nomura Group’sbusiness management structure as well as matters regarding the improvement of corporate behavior.
In addition, the Audit Committee is coordinating with the Internal Audit Division by, for example,
receiving reports, as necessary, directly from the Senior Managing Director in charge of internal
audits or through Audit Committee Members, regarding matters such as the maintenance/operational
status of the internal control structure and the implementation status of internal audits.
< II. Matters Concerning the Executive Officers >1. Compliance Structure(1) Thorough Compliance with the Nomura Group Code of Ethics
Executive Officers shall promote lawful management in accordance with laws, regulations and the Articles ofIncorporation, and shall swear to comply with the Nomura Group Code of Ethics. At the same time, Executive
Officers shall ensure that the Nomura Group Code of Ethics is well known amongst Senior Managing Directors
and employees of the Company and shall ensure compliance with the said Code.
(2) Establishment and Maintenance of the Compliance Structure
Executive Officers shall strive to maintain the Nomura Group’s compliance structure through, among othermeans, the maintenance of compliance-related regulations and the installation of responsible divisions andpersons. The Company shall install Compliance Managers, etc., or other persons responsible for compliance, ineach company within the Nomura Group to take corrective action against cases regarding any conduct considered
questionable in light of social ethics or social justice and to thoroughly ensure that business activities undertakenby employees are based on a law-abiding spirit and social common sense, thereby promoting execution of duties
in accordance with laws and regulations.
(3) Compliance Hotline(a) Executive Officers shall put into place a “Compliance Hotline” as a channel through which employees can,with regard to conduct in the Nomura Group that may be questionable based on compliance with laws andregulations, etc., including matters concerning accounting or accounting audits, report such conduct directly to theperson appointed by the Board of Directors.
(b) Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content ofsuch notifications, made through the Compliance Hotline.
(4) Severing Relations with Anti-Social Forces
The Nomura Group shall not engage in any transaction with anti-social forces or groups and Executive Officers
shall maintain structures that are necessary for the enforcement of this rule.
[Summary of Implementation Status]
The Company has prescribed the “Nomura Group Corporate Philosophy" and “Code of Ethics ofNomura Group,” based on “Our Founder’s Principles” which has been handed down sinceCompany’s establishment. The officers and employees of the Nomura Group are required toannually affirm that they will comply with the Code of Ethics of Nomura Group, which sets forth
the Group’s basic policy for compliance. In addition, the Group has designated the “Nomura
Founding Principles and Corporate Ethics Day,” and every year on this day, initiatives are
implemented for the purpose of the entire Nomura Group resolving to never again cause ascandal, by thinking about the Founding Principles and Corporate Ethics. During this fiscal year,
concerning the corporate slogan “Delivering a Better Tomorrow,” which symbolizes things suchas “Client-Focused Business Operations” and the “Nomura Group Corporate Philosophy,” there
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were discussions amongst Nomura Group officers and employees and there was a reconfirmationof the fact that the Nomura Group as a whole will be united in its aim of “Delivering a Better
Tomorrow.”
At the Company, based on the Regulations of the Organization and the Nomura Group
Compliance Policy, a Group Compliance Head is appointed and a Group Compliance Departmentthat assists the Group Compliance Head has been put in place. In addition, for the purpose ofstrengthening the internal control structure so that it can cope with global business expansion, andto maintain/sustain the compliance structure at each group company including overseas locations,a compliance manager has been installed at each company and each region.
In the event that an employee becomes aware of activity such as activity that could be a violationof applicable law or regulation, as a means of presenting such information directly to internal andexternal report recipients, a compliance hotline has been put in place and all employees have been
notified. Regardless of the means by which information is presented, anonymous presentation of
information is possible and confidentiality concerning the presentation of information is strictly
observed.
At the Nomura Group, within the Code of Ethics of Nomura Group, it is essentially set forth thattransactions will never be entered into with anti-social forces and the basic policy is that all
relationships with anti-social forces are to be cut off. Based on this, the Group has set up a
supervising unit for the purpose of promoting organizational measures to cope with anti-social
forces, and at the same time as related information is being gathered/accumulated and strictly
managed, whilst consulting/coordinating with attorneys, police, etc., as necessary, anti-social
forces are being eliminated and measures for the purpose of ensuring appropriate corporate
behavior are being taken. In addition, as of April 1, 2018, the Company has set up the Anti-Money
Laundering Department which supervises and controls measures for anti-money laundering in theGroup, and has been implementing initiatives to improve Anti-Money Laundering and Combating
the Financing of Terrorism measures.
2. Risk Management Structure(1) Executive Officers shall acknowledge the importance of identification, evaluation, monitoring andmanagement of various risks relating to the execution of the Nomura Group’s business centered on risks such as
market risk, credit risk, liquidity risk, and operational risk and ensure understanding and management of suchrisks at each company within the Nomura Group.
(2) Executive Officers shall strive to maintain a system to ensure the effectiveness of risk management in the
Nomura Group through, among other means, the maintenance of regulations concerning risk management and theinstallation of responsible divisions and persons.
(3) Executive Officers shall report the status of risk management structures within the Nomura Group to theGroup Integrated Risk Management Committee. The Group Integrated Risk Management Committee shallanalyze the risk management status of the entire Nomura Group based on the report and take appropriate measures
to establish the most suitable risk management structures for the business.
(4) Executive Officers shall maintain a structure that enables the Nomura Group to prevent or avoid crises, ensure
the safety of customers, officers and employees of the Nomura Group, protect operating assets, reduce damageand ensure early recovery from any damage by establishing basic principles of business continuity including
precautionary measures against crises, such as natural disasters or system failures, and emergency measures.
[Summary of Implementation Status]
At the Nomura Group, the type of risk and maximum amount of permissible risk for the purposeof achieving strategic objectives and business plans based on management philosophy is set forth
as the Risk Appetite and the risks attendant to the carrying on of the Nomura Group’s business are
thereby ascertained and managed.
To prescribe the basic principles, framework, and governance concerning risk management, withthe purpose of contributing to securing the financial health and appropriate risk management of
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the Nomura Group, the Risk Management Policy has been put in place. The unit in charge of risk
management is structured as an organization that is independent from units that execute business,and based on the leadership of the Chief Risk Officer (“CRO”) who presides over all aspects ofrisk management, the various risks relating to business execution are identified, evaluated,monitored, and managed.
As for risks arising out of business operations, on the basis of the basic policy of restraining
within the scope of the Risk Appetite, the Executive Management Board or the Group Integrated
Risk Management Committee upon delegation by the Executive Management Board deliberates
and determines important matters relating to risk management.
In addition, the Company prescribes the basic principles of crisis management at the Nomura
Group in the Nomura Group Crisis Management Regulations. In accordance with such
regulations, each company of the Nomura Group has appointed Crisis Management Officers anddiscusses crisis management measures based on the fundamental policies of crisis management
adopted by each company. Also, by establishing the Nomura Group Crisis Management
Committee, the Company has established a global crisis management structure, which includes
business continuity measures in case of an emergency. The content of resolutions adopted by theCommittee is reported to the Executive Management Board.
3. Reporting Structure in Relation to Execution of Duties(1) Executive Officers shall report on the status of their own execution of duties not less frequently than once
every 3 (three) months. They shall also maintain a reporting structure that governs reporting with respect to
Nomura Group directors, executives, and employees.
(2) Executive Officers shall report the following matters on a regular basis to the Audit Committee directly or
through the members of the Audit Committee or the Audit Mission Director:(a) The implementation status of internal audits, internal audit results, and remediation status;(b) The maintenance and operational status of the compliance structure;(c) Risk management status;(d) The outline of quarterly financial results and material matters (including matters concerning the selection andapplication of significant accounting policies and matters concerning internal controls over financial reporting); and(e) The operational status of the Compliance Hotline and details of the reports received.
(3) In the event that an Executive Officer, Senior Managing Director, or employee is requested to report on amatter concerning the execution of such person’s duties by an Audit Committee Member designated by the Audit
Committee or the Audit Mission Director, such person shall promptly report on such matters.
(4) In the event that a Director, Executive Officer or Senior Managing Director becomes aware of a matter raised
below, an immediate report must be made to an Audit Committee member or Audit Mission Director. Moreover,in the event that the person who becomes aware of such a matter is an executive officer or senior managing
director, a report must be made simultaneously to the Executive Management Board. The Executive Management
Board will deliberate concerning such matter, and in the event that it is admitted as necessary, based on such
results, appropriate measures will be taken.
(a) Any material violation of law or regulation or other important matter concerning compliance.
(b) Any legal or financial problem that may have a material impact on the business or financial conditions of each
Nomura Group company.
(c) Any order from any regulatory authority or other facts that may potentially cause the Nomura Group to incur asignificant loss.
(5) In the event that a Nomura Group director, officer, or employee discovers a matter raised above, the Company
must maintain a structure that provides for immediate direct or indirect reporting to an Audit Committee Memberor Audit Mission Director.

44

Matters Concerning the Audit Committee、Matters Concerning the Executive Officers

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(6) To ensure that persons making a report prescribed in the preceding paragraph 2 do not receive disadvantageous
treatment due to the making of such report, the Company must take appropriate measures.
[Summary of Implementation Status]
Executive Officers provide reports concerning the deliberation status of the Executive
Management Board, the Group’s financial status, and the business execution status of eachdivision at each meeting of the Board of Directors. Further, Executive Officers provide reports
concerning their business execution status directly to the Audit Committee or through an Audit
Committee Member. At the same time, as for Executive Officers, Senior Managing Directors, andemployees, if an Audit Committee Member seeks a report on matters concerning the execution of
their duties, a report is presented on such matters promptly.
The Company routinely disseminates to all officers and employees of the Nomura Group the factthat a report must promptly be made to each company’s designated point of contact in the event that
activity, such as activity that could be in violation of laws, regulations, or internal rules, is found.
Furthermore, at the Nomura Group, in accordance with internal rules such as the Regulations on
Management of Nomura Group Compliance Hotline and the Code of Ethics of Nomura Group, in
addition to prohibiting any dismissal, demotion, salary reduction, or other disadvantageous
treatment due to such a report, the fact that such disadvantageous treatment is prohibited isdisseminated to all Nomura Group officers and employees.
4. Structure for Ensuring the Effectiveness of the Execution of Duties(1) Executive Officers shall determine the Nomura Group’s management strategy and business execution, andexecute business in accordance with the management organization and allocation of business duties determined by
the Board of Directors.
(2) Executive Officers shall determine the allocation of business duties between each Senior Managing Director
and the scope of authority of each employee, and thereby ensure the effectiveness of the structure for the
execution of duties and establish a responsibility structure for the execution of duties.
(3) Of the matters whose business execution decision has been delegated to Executive Officers based on a
resolution adopted by the Board of Directors, certain important matters shall be determined through thedeliberation and determination by bodies, such as the Executive Management Board, or through documents
requesting managerial decisions.
(4) The Executive Management Board shall determine or review the necessary allocation of management
resources based on the business plan and budget application of each division and regional area to ensure theeffective management of the Nomura Group.
[Summary of Implementation Status]
Business execution decisions within the Company, to the extent permitted by laws andregulations, are made flexibly and efficiently by Executive Officers to whom the Board of
Directors has delegated authority. In addition, to undertake the further strengthening of thebusiness execution structure with regard to the sophistication and specialization of financial
operations, Senior Managing Directors to whom Executive Officers have delegated a part of theirbusiness execution authority assume the business and operations of the field that each such Senior
Managing Director is in charge of.
Out of the matters delegated to Executive Officers by a resolution adopted by of the Board of
Directors, concerning the determination of particularly important business matters, bodies such as
the Executive Management Board, the Group Integrated Risk Management Committee, and theInternal Controls Committee have been put in place at which there are deliberations anddeterminations are made. The Board of Directors receives reports on the status of deliberationfrom each such body at least once every three months. The Executive Management Board
deliberates and determines important matters regarding the business management of the Nomura
Group, beginning with and including management strategy, budgets, and the distribution ofmanagement resources.
45

Matters Concerning the Executive Officers

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知

5. Structure for Retention and Maintenance of Information(1) Executive Officers shall retain the minutes of important meetings, conference minutes, documents regarding
requests for managerial decisions, contracts, documents related to finances and other material documents(including their electronic records), together with relevant materials, for at least ten years, and shall maintain
access to such documents if necessary.
(2) Executive Officers shall maintain a structure to protect the Nomura Group’s non-public information, including
its financial information, and promote fair, timely and appropriate disclosure of information to external parties,
thereby securing the trust of customers, shareholders, investors, etc.
[Summary of Implementation Status]
All minutes of important meetings, conference minutes, internal approval requests, contracts,
documents related to finances, and other material documents (including their electronic records)
are appropriately retained in accordance with applicable laws, regulations, internal rules andrelated contracts, etc., and are maintained in a condition in which they are available for inspection
if necessary.
At the Nomura Group, for the purpose of securing the trust of persons such as clients,
shareholders, and investors, the basic policy is to comply with laws, and regulations relating totimely disclosure such as the Financial Instruments and Exchange Act and other exchange rules,
and in addition to protection of the Nomura Group’s non-public information, promotion of fair,timely, and appropriate disclosure of information to external parties. Based on the aforementioned
policy, the Company has established the Nomura Group’s Statement of Global Corporate Policy
regarding Public Disclosure of Information, and the Disclosure Committee has been set up basedon the Statement. The Committee, whose chairperson is the Senior Managing Director responsible
for Group Corporate Communications, in addition to disseminating the content of the Nomura
Group’s Statement of Global Corporate Policy to officers and employees, maintains the structure
to carry out the fair, timely, and appropriate disclosure of information by taking measures such as
establishing/implementing guidelines concerning the disclosure of information.
6. Internal Audit System(1) Executive Officers shall install a department in charge of internal audit, and by implementing an internal audit
program, shall ensure effective and adequate internal controls across the entire business of the Nomura Group.
(2) The Internal Controls Committee shall deliberate or determine basic matters concerning internal controls
within the Nomura Group, the annual plan regarding internal audit and the implementation status and results.
(3) Executive Officers shall report on the status of the internal audit within the Nomura Group and the results
thereof to the Internal Controls Committee at least once every three months.
[Summary of Implementation Status]
To secure the validity and suitability of internal controls, the Group Internal Audit Department has
been put in place within the Company and units dedicated to internal audit have also been put inplace at each major subsidiary under the Company. These internal audit departments carry out
audits independent from business execution and carry out activities such as the provision ofadvice and recommendations for business improvement. The annual plan regarding internal audit,
as well as the implementation status and results are deliberated in or reported to the Internal
Controls Committee in which Audit Committee Members participate, and the content of theInternal Controls Committee meetings are reported to the Board of Directors.
< III. The Nomura Group’s Internal Controls System >(1) Executive Officers shall secure the appropriateness of the Nomura Group’s business by ensuring that eachcompany within the Nomura Group is fully aware of the Internal Controls System of the Company and byrequiring the maintenance of an internal controls system at each company that reflects the actual conditions ofeach company.
46

Matters Concerning the Executive Officers、The Nomura Group’s Internal Controls System

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知(2) Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by theCompany by, among other means, maintaining the structures listed in I through III above.
[Summary of Implementation Status]
The Company, for every amendment of the internal control system, disseminates the content andmeaning of the amendment to each Nomura Group company and provides guidance to maintaininternal control systems that fit with each company’s actual conditions. In addition, the Company,
including for important subsidiaries, identifies and understands the risks related to financial
reporting, and based on such understanding, establishes and maintains internal controls overfinancial reporting. Concerning the status of such establishment and maintenance, the Company
receives an evaluation from the internal audit division and an audit and evaluation by theaccounting firm.
(Note) For stated monetary amounts and numbers of shares in this Business Report, fractions of the unit ofdisplay have been rounded to the nearest unit.
(Reference)
The Company adopted resolutions to amend the structures at Meetings of the Board of Directors held on January
31, 2019 and April 25, 2019. The content of the Board of Directors resolutions concerning the post-amendment
Structure for Ensuring Appropriate Business Activities is described in “the Corporate Governance Report”(https://www.nomuraholdings.com/company/cg/data/cg_report.pdf).

47

The Nomura Group’s Internal Controls System

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Consolidated Balance Sheet (As of March 31, 2019)(Millions of yen)
ASSETSCash and cash deposits: ........................................................................................................................................
Cash and cash equivalents ................................................................................................................................
Time deposits ....................................................................................................................................................
Deposits with stock exchanges and other segregated cash ...............................................................................
Loans and receivables: ..........................................................................................................................................
Loans receivable ...............................................................................................................................................
Receivables from customers .............................................................................................................................
Receivables from other than customers ............................................................................................................
Allowance for doubtful accounts ......................................................................................................................
Collateralized agreements: ....................................................................................................................................
Securities purchased under agreements to resell ..............................................................................................
Securities borrowed ..........................................................................................................................................
Trading assets and private equity investments: ....................................................................................................
Trading assets ....................................................................................................................................................
Private equity investments ................................................................................................................................
Other assets: ..........................................................................................................................................................
Office buildings, land, equipment and facilities .................................................................................................
(net of accumulated depreciation and amortization of 416,052 million yen)
Non-trading debt securities ...............................................................................................................................
Investments in equity securities ........................................................................................................................
Investments in and advances to affiliated companies .......................................................................................
Other .................................................................................................................................................................
Total assets ............................................................................................................................................................
LIABILITIESShort-term borrowings ..........................................................................................................................................
Payables and deposits: ..........................................................................................................................................
Payables to customers .......................................................................................................................................
Payables to other than customers ......................................................................................................................
Deposits received at banks ................................................................................................................................
Collateralized financing: .......................................................................................................................................
Securities sold under agreements to repurchase ...............................................................................................
Securities loaned ...............................................................................................................................................
Other secured borrowings .................................................................................................................................
Trading liabilities ..................................................................................................................................................
Other liabilities ......................................................................................................................................................
Long-term borrowings ..........................................................................................................................................
Total liabilities ......................................................................................................................................................
Commitments and contingencies
EQUITY
Common stock ......................................................................................................................................................
Authorized– 6,000,000,000 shares
Issued– 3,493,562,601 shares
Outstanding– 3,310,800,799 shares
Additional paid-in capital .....................................................................................................................................
Retained earnings ..................................................................................................................................................
Accumulated other comprehensive income ..........................................................................................................
Common stock held in treasury, at cost – 182,761,802 shares .............................................................................
Total Nomura Holdings, Inc. shareholders’ equity ..............................................................................................
Noncontrolling interests ........................................................................................................................................
Total equity ...........................................................................................................................................................
Total liabilities and equity ....................................................................................................................................

48

Consolidated Balance Sheet

3,261,869
2,686,659
289,753
285,457
3,882,038
2,544,218
449,706
892,283(4,169)17,306,959
13,194,543
4,112,416
14,385,789
14,355,712
30,0772,132,784
349,365
460,661
138,447
436,220
748,091
40,969,439
841,758
3,768,038
1,229,083
1,146,336
1,392,619
16,684,403
15,036,503
1,229,595
418,305
8,219,811
858,867
7,915,769
38,288,646

594,493687,761
1,486,825(29,050)(108,968)
2,631,061
49,7322,680,793
40,969,439

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知

Consolidated Statement of Income (April 1, 2018 — March 31, 2019)(Millions of yen)
Commissions .........................................................................................................................................................
Fees from investment banking ..............................................................................................................................
Asset management and portfolio service fees .......................................................................................................
Net gain on trading ................................................................................................................................................
Gain on private equity investments .....................................................................................................................
Interest and dividends ...........................................................................................................................................
Gain (loss) on investments in equity securities ...................................................................................................
Other .....................................................................................................................................................................

293,069
101,521245,519
342,964
1,007
776,964(6,983)81,057

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

1,835,118

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

718,348

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

1,116,770

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

497,065
82,637
166,865
64,94036,915306,049

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

1,154,471

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

(37,701)
57,010

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

(94,711)
5,731

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

(100,442)

49

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

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Consolidated Statement of Changes in Equity (April 1, 2018 — March 31, 2019)(Millions of yen)
Common Stock
Balance at beginning of year .........................................................................................................................
Balance at end of year ..................................................................................................................................
Additional paid-in capital
Balance at beginning of year .........................................................................................................................
Stock-based compensation awards ...............................................................................................................
Balance at end of year ..................................................................................................................................
Retained earnings
Balance at beginning of year .........................................................................................................................
Cumulative effect of change in accounting principle(1) .............................................................................
Net income (loss) attributable to Nomura Holdings, Inc.’s shareholders ....................................................
Cash dividends ..............................................................................................................................................
Gain (loss) on sales of treasury stock ...........................................................................................................
Cancellation of treasury stock .......................................................................................................................
Balance at end of year ..................................................................................................................................
Accumulated other comprehensive income (loss)
Cumulative translation adjustments
Balance at beginning of year .........................................................................................................................
Net change during the year ...........................................................................................................................
Balance at end of year ..................................................................................................................................
Defined benefit pension plans
Balance at beginning of year .........................................................................................................................
Pension liability adjustments .......................................................................................................................
Balance at end of year ..................................................................................................................................
Own credit adjustments
Balance at beginning of year .........................................................................................................................
Own credit adjustments.................................................................................................................................
Balance at end of year ...................................................................................................................................
Balance at end of year ..................................................................................................................................
Common stock held in treasury
Balance at beginning of year .........................................................................................................................
Repurchases of common stock ......................................................................................................................
Sale of common stock ..................................................................................................................................
Common stock issued to employees .............................................................................................................
Cancellation of treasury stock .......................................................................................................................
Balance at end of year ..................................................................................................................................
Total NHI shareholders’ equity
Balance at end of year ..................................................................................................................................
Noncontrolling Interests
Balance at beginning of year .........................................................................................................................
Cash dividends ..............................................................................................................................................
Net income attributable to noncontrolling interests ......................................................................................
Accumulated other comprehensive income (loss) attributable to noncontrolling interests
Cumulative translation adjustments ..........................................................................................................
Purchase/sale (disposition) of subsidiary shares, etc., net ............................................................................
Other net change in noncontrolling interests .................................................................................................
Balance at end of year ...................................................................................................................................
Total equity balance at end of year .......................................................................................................................

594,493594,493675,280
12,481
687,761
1,696,890
1,564(100,442)(20,080)(1,191)(89,916)
1,486,825(15,596)
33,42917,833(47,837)(23,270)(71,107)
4,077
20,147
24,224(29,050)(157,987)(51,714)0
10,817
89,916(108,968)
2,631,061
50,504(2,685)
5,731
750
1,183
(5,751)49,7322,680,793(1) Represents the adjustment to initially apply Accounting Standards Update 2014-09, “Revenue from Contracts with Customers.”

50

Consolidated Statement of Income,Consolidated Statement of Changes in Equity

2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知[Translation]
Report of Independent Auditors
May 15, 2019
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Noboru Miura
Certified Public Accountant
Designated and Engagement Partner
Toyohiro Fukata
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri
Certified Public Accountant
Designated and Engagement Partner
Kenjiro Tsumura
Certified Public Accountant
Designated and Engagement Partner

Pursuant to Article 444, Section 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in equity and the notes to the consolidated financial statements of Nomura
Holdings, Inc. applicable to 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 inaccordance with accounting principles generally accepted in the United States of America with certain disclosure
items omitted pursuant to the same provisions in the second sentence of Article 120, section 1 of the Ordinance on
Accounting of Companies, as applied to Article 120-3, section 3, and for designing and operating such internal
controls as management determines are necessary to enable the preparation and fair presentation of theconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards requirethat we plan and perform the audit 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 auditors’ judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditors consider internal controls relevant to the entity’s preparationand fair presentation of the consolidated financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

51

Report of Independent Auditors

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OpinionIn our opinion, the consolidated financial statements prepared in accordance with accounting principles generally
accepted in the United States of America with certain disclosure items omitted pursuant to the same provisions inthe second sentence of Article 120, section 1 of the Ordinance on Accounting of Companies, as applied to Article120-3, section 3, referred above present fairly, in all material respects, the financial position and results ofoperations of Nomura Holdings, Inc. and its consolidated subsidiaries, applicable to the fiscal year ended March
31, 2019.
Conflicts of Interest
We have no interest in Nomura Holdings, Inc. which should be disclosed in compliance with the Certified Public
Accountants Act.
(Note)
This is an English translation of the Japanese language Report of Independent Auditors issued by Ernst & Young
ShinNihon LLC in connection with the audit of the consolidated financial statements of Nomura Holdings, Inc.,
prepared in Japanese, for the year ended March 31, 2019. Ernst & Young ShinNihon LLC have not audited theEnglish language version of the consolidated financial statements for the above-mentioned year.

52

Report of Independent Auditors

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Report of the Audit Committee on the Consolidated Financial Statements
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The Audit Committee of Nomura Holdings, Inc. (the “Company”) has audited the Company’s consolidated financial
statements (the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes
in equity and the notes to the consolidated financial statements) applicable to the 115th fiscal year (from April 1, 2018
to March 31, 2019). We hereby report the method, contents and results of the audit as follows:
1. METHOD AND DETAILS OF THE AUDITIn accordance with the auditing principles and assignment of duties, etc. determined by the Audit Committee, theAudit Committee received reports from the Executive Officers, etc. of the Company regarding to the consolidated
financial statements, and asked for the explanations as necessary. In addition, we have monitored and verified whether
the Accounting Auditor maintained its independent position and implemented appropriate audit, and we received
reports from Accounting Auditor regarding the status of the performance of its duties and, whenever necessary, asked
for explanations. Furthermore, we have been notified by the Accounting Auditor that the “Structure for Ensuring
Appropriate Operation” (matters set forth in each items prescribed in Article 131 of the Ordinance for Company
Calculation) is organized in accordance with the “Quality Control Standards for Audits” (Business Accounting Council,
October 28, 2005), etc., and when necessary, asked for explanations.
Based on the above methods, we have examined the consolidated financial statements for this fiscal year.
2. RESULT OF THE AUDIT

We acknowledge that both the method and result of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.
3. SUBSEQUENT EVENTS

A resolution to grant Restricted Stock Units (“RSUs”) to executives and employees, etc. of the Company as well as
executives and employees, etc. of subsidiaries of the Company (the “Allottees”), was passed on May 16, 2019. The
Company also determined, in principle, that after the expiration of a deferral period determined beforehand by theCompany, the Company will dispose of and allot treasury stock in a number corresponding to the number of RSUs
granted to each Allottees which number is determined beforehand by the Company, by having the Allottees make acontribution in kind to the Company of monetary compensation claims granted to the Allottees. The Company also
submitted an amended shelf registration statement regarding the disposition of treasury stock on the same day.

May 16, 2019

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Mari Sono, Member of the Audit Committee
Hisato Miyashita, Member of the Audit Committee

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

53

Report of the Audit Committee on the Consolidated Financial Statements

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Balance Sheet (As of March 31, 2019)(Millions of yen)
ASSETS
Current Assets: ......................................................................................................................................................
Cash and time deposits ..................................................................................................................................
Money held in trust .......................................................................................................................................
Short-term loans receivable ..........................................................................................................................
Accounts receivable ......................................................................................................................................
Others ............................................................................................................................................................
Fixed Assets: .........................................................................................................................................................
Tangible fixed assets: ........................................................................................................................................
Buildings .......................................................................................................................................................
Furniture & fixtures ......................................................................................................................................
Land ..............................................................................................................................................................
Intangible assets: ...............................................................................................................................................
Software ........................................................................................................................................................
Others ............................................................................................................................................................
Investments and others: .....................................................................................................................................
Investment securities .....................................................................................................................................
Investments in subsidiaries and affiliates (at cost) .......................................................................................
Other securities of subsidiaries and affiliates ...............................................................................................
Long-term loans receivable from subsidiaries and affiliates ........................................................................
Long-term guarantee deposits .......................................................................................................................
Deferred tax assets ........................................................................................................................................
Others ............................................................................................................................................................
Allowance for doubtful accounts ..................................................................................................................

Total assets ............................................................................................................................................................
LIABILITIESCurrent Liabilities: ................................................................................................................................................
Short-term borrowings ......................................................................................................................................
Bond due within one year .................................................................................................................................
Collaterals received ...........................................................................................................................................
Accrued income taxes .......................................................................................................................................
Accrued bonuses ...............................................................................................................................................
Others ................................................................................................................................................................
Long-term Liabilities: ...........................................................................................................................................
Bonds payable ...................................................................................................................................................
Long-term borrowings ......................................................................................................................................
Allowance for loss on business of subsidiaries and affiliates ...........................................................................
Others ................................................................................................................................................................
Total liabilities ......................................................................................................................................................
NET ASSETS
Shareholders’ equity: ..........................................................................................................................................
Common stock ..................................................................................................................................................
Additional paid-in capital: ................................................................................................................................
Capital reserves .............................................................................................................................................
Retained earnings: .............................................................................................................................................
Retained earnings reserve .............................................................................................................................
Other retained earnings .................................................................................................................................
Retained earnings carried forward ............................................................................................................
Treasury stock .................................................................................................................................................
Valuation and translation adjustments: .................................................................................................................
Net unrealized gain on investments ..................................................................................................................
Deferred gains or loss on hedges ......................................................................................................................
Stock acquisition rights .........................................................................................................................................
Total net assets ......................................................................................................................................................
Total liabilities and net assets ...............................................................................................................................

54

Balance Sheet,Statement of Income

3,822,748
247,034
83
3,489,888
27,71658,0283,257,408
24,587
10,17910,996
3,412
83,90583,9040
3,148,916
129,119
2,363,476
26,361566,794
27,144
13,87722,168(23)

7,080,156
1,976,090
1,533,138
282,251
67,511
1,473
22,93068,7882,587,145
671,600
1,880,699
32,5982,248
4,563,235
2,445,888
594,493559,676
559,676
1,400,490
81,8581,318,632
1,318,632(108,771)
48,03644,9293,107
22,9972,516,921
7,080,1562019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知Statement of Income (April 1, 2018 — March 31, 2019)(Millions of yen)
Operating revenue .................................................................................................................................................
Property and equipment fee revenue .................................................................................................................
Rent revenue .....................................................................................................................................................
Royalty on trademark ........................................................................................................................................
Dividend from subsidiaries and affiliates .........................................................................................................
Interest income from loans to subsidiaries and affiliates ..................................................................................
Others ................................................................................................................................................................

325,407
101,500
30,28235,07994,37450,147
14,026

Operating expenses ...............................................................................................................................................
Compensation and benefits ...............................................................................................................................
Occupancy and equipment costs .......................................................................................................................
Data processing and office supplies ..................................................................................................................
Depreciation and amortization ..........................................................................................................................
Taxes .................................................................................................................................................................
Others ................................................................................................................................................................
Interest expenses ...............................................................................................................................................

244,990
33,93739,03457,78335,874
2,498
6,122
69,741

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

80,417

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

17,952
3,141

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

95,229Extraordinary income ............................................................................................................................................
Gain on liquidation of subsidiaries and affiliates .............................................................................................
Gain on sales of investment securities ..............................................................................................................
Gain on reversal of subscription rights to shares ..............................................................................................

949
249
221
479

Extraordinary losses ..............................................................................................................................................
Loss on sales of investment securities ..............................................................................................................
Loss on devaluation of investment securities .....................................................................................................
Loss on devaluation of stocks of subsidiaries and affiliates ..............................................................................
Provision for loss on business of subsidiaries and affiliates ..............................................................................

96,1540
187
59,80332,598
3,565

Loss on retirement of fixed assets .....................................................................................................................
Income before income taxes .................................................................................................................................

24

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

6,741

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

5,753

Net income (loss) ....................................................................................................................................................

(12,470)

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Balance Sheet,Statement of Income2019/05/22 18:57:43 / 19525973_野村ホールディングス株式会社_招集通知Statement of Changes in Net Assets (April 1, 2018 — March 31, 2019)(Millions of yen)
Shareholders’ Equity
Common stock
Balance at beginning of the year ...................................................................................................................

594,493

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

594,493

Additional paid-in capital
Capital reserve
Balance at beginning of the year ...............................................................................................................
Balance at end of the year .........................................................................................................................
Total capital reserve559,676
559,676

Balance at beginning of the year ...............................................................................................................

559,676

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

559,676

Retained earnings
Retained earnings reserve
Balance at beginning of the year ...................................................................................................................
Balance at end of the year .............................................................................................................................
Other retained earnings
Retained earnings carried forward
Balance at beginning of the year ...............................................................................................................
Change in the year
Cash dividends ......................................................................................................................................
Net Income (loss) .................................................................................................................................
Disposal of treasury stock ....................................................................................................................
Cancellation of treasury stock ................................................................................................................
Total change in the year ........................................................................................................................
Balance at end of the year .........................................................................................................................
Total retained earnings
Balance at beginning of the year ...............................................................................................................
Change in the year
Cash dividends ......................................................................................................................................
Net Income (loss) .................................................................................................................................
Disposal of treasury stock ....................................................................................................................
Cancellation of treasury stock ................................................................................................................

81,85881,8581,469,685(47,475)(12,470)(1,192)(89,916)(151,052)
1,318,632
1,551,543

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

(47,475)(12,470)(1,192)(89,916)(151,052)

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

1,400,490

Treasury stock
Balance at beginning of the year ...............................................................................................................
Change in the year
Purchases of treasury stock ...................................................................................................................
Disposal of treasury stock ....................................................................................................................
Cancellation of treasury stock ................................................................................................................

(157,791)

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

(51,714)
10,817
89,91649,019Balance at end of the year .........................................................................................................................

(108,771)

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

2,547,921

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

(47,475)(12,470)(51,714)
9,625(102,034)

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

2,445,888

Valuation and translation adjustments
Net unrealized gain on investments
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................
Balance at end of the year .............................................................................................................................
Deferred gains or loss on hedges
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................
Total change in the year ............................................................................................................................
Balance at end of the year .............................................................................................................................
Total valuation and translation adjustments
Balance at beginning of the year ...................................................................................................................
Change in the year
Other-net ...................................................................................................................................................

51,364(6,434)(6,434)44,929
4,075
(968)
(968)
3,107
55,439Total change in the year ............................................................................................................................

(7,403)(7,403)

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

48,036

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

30,491

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

(7,494)(7,494)

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

22,997

Total net assets
Balance at beginning of the year .......................................................................................................................
Change in the year
Cash dividends ..............................................................................................................................................
Net Income (loss) .........................................................................................................................................
Purchases of treasury stock ...........................................................................................................................
Disposal of treasury stock .............................................................................................................................
Other-net .......................................................................................................................................................

2,633,851

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

(47,475)(12,470)(51,714)
9,625(14,897)(116,930)

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

2,516,921

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Statement of Changes in Net Assets

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Report of Independent Auditors
May 15, 2019
The Board of Directors
Nomura Holdings, Inc.
Ernst & Young ShinNihon LLC
Noboru Miura
Certified Public Accountant
Designated and Engagement Partner
Toyohiro Fukata
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri
Certified Public Accountant
Designated and Engagement Partner
Kenjiro Tsumura
Certified Public Accountant
Designated and Engagement Partner

Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net
assets, the notes to the financial statements and the related supplementary schedules of Nomura Holdings, Inc. (the“Company”) applicable to the 115th fiscal year from April 1, 2018 through March 31, 2019.
Management’s Responsibility for the Financial Statements and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the related
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designingand operating such internal controls as management determines are necessary to enable the preparation and fairpresentation of the financial statements and the related supplementary schedules that are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the financial statements and the related supplementary schedules
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 the audit to obtain reasonable assurance about whether thefinancial 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 thefinancial statements and the related supplementary schedules. The procedures selected depend on the auditors’
judgment, including the assessment of the risks of material misstatement of the financial statements and therelated supplementary schedules, whether due to fraud or error. In making those risk assessments, the auditors
consider internal controls relevant to the entity’s preparation and fair presentation of the financial statements andthe related supplementary schedules in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements and therelated supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

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OpinionIn our opinion, the financial statements and the related supplementary schedules referred above present fairly, inall material respects, the financial position and results of operations of Nomura Holdings, Inc. applicable to thefiscal year ended March 31, 2019 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.
(Note)
This is an English translation of the Japanese language Report of Independent Auditors issued by Ernst & Young
ShinNihon LLC in connection with the audit of the financial statements of Nomura Holdings, Inc., prepared inJapanese, for the year ended March 31, 2019. Ernst & Young ShinNihon LLC have not audited the English
language version of the financial statements for the above-mentioned year.

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Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Nomura Holdings, Inc. (the “Company”) audited the execution by the Directors andExecutive Officers of the Company of their duties during the 115th fiscal year (from April 1, 2018 to March 31, 2019).
We hereby report the method, contents and results of the audit as follows:
1.

METHOD AND DETAILS OF THE AUDIT

Based on the auditing principles and assignment of duties, etc. determined by the Audit Committee, with thecooperation of the Company’s departments in charge of internal control, etc. the Audit Committee has investigated theprocedure and details of the decision making at the important meetings, etc., reviewed important authorized documents
and other material documents regarding to the business execution, investigated the performance of the duties by the
Directors, Executive Officers, Senior Managing Directors and other significant employees, etc., and investigated theconditions of the businesses and assets of the Company.
With respect to the resolution of the Board of Directors regarding the internal control system as stipulated in Article
416, Paragraph 1, Items 1(ii) and (v) of the Companies Act and the internal control system maintained based on such
resolution, we received reports from the Directors, Executive Officers, Senior Managing Directors and significant
employees, etc. periodically, and asked for explanations as necessary and provided our opinion. In relation to internal
control over financial reporting required under the Financial Instruments and Exchange Act, we have received reports
from the Executive Officers, etc. and Ernst & Young ShinNihon LLC regarding the assessment of such internal controls
and status of the audit, and asked for explanations as necessary.
With respect to subsidiaries, we have communicated and exchanged information with the subsidiaries’ Directors,
Executive Officers, Senior Managing Directors, members of the Audit Committee and statutory auditors, etc. and whennecessary, requested the subsidiaries to report on their business.
Furthermore, we have monitored and verified whether the Accounting Auditor maintained its independent position
and implemented appropriate audit, and received reports from the Accounting Auditor regarding the status of theperformance of its duties and, whenever necessary, asked for explanations. In addition, we have been notified from the
Accounting Auditor that “Structure for Ensuring Appropriate Operation” (matters set forth in each items prescribed in
Article 131 of the Ordinance for Company Calculation) is organized in accordance with the “Quality Control Standards
for Audits” (Business Accounting Council, October 28, 2005), etc. and when necessary, asked for explanations.
Based on the above methods, we have examined the business report and its supplementary schedules, financial
statements (balance sheet, statement of income, statement of changes in net assets and notes to the financial statements)
and its supplementary schedules for this fiscal year.
2.

RESULT OF THE AUDIT(1)

Result of the audit
1. We have found that business report and its supplementary schedules fairly present the status of the Company,in conformity with the applicable laws and regulations and the Articles of Incorporation.
2. In relation to the performance of the duties by the Directors and the Executive Officers, we have found no
misconduct or material facts that violate applicable laws and regulations or the Articles of Incorporation.
3. We have found that the content of the resolution of the Board of Directors regarding the internal control
system is adequate. Moreover, we have no remarks to point out on the content of the business report and on
the execution of the duties by the Directors and the Executive Officers regarding the status of theestablishment and the maintenance of the internal control system based on such resolution, including internal
control over financial reporting required under the Financial Instruments and Exchange Act.
In March 2019, amidst discussion regarding the criteria for designation to and exit from the upper sectionof the exchange at the Advisory Group to Review the Tokyo Stock Exchange Cash Equity Market Structure,
there were inappropriate information transfers regarding such criteria at the Nomura Securities Co., Ltd., asubsidiary of the Company (hereinafter “this matter”). As this was something that harms the securing of thefairness/impartiality of the market, The Audit Committee has taken this matter very seriously and has
conducted investigation jointly with the Audit and Supervisory Committee of Nomura Securities by
involving eternal experts. We will report the outcome of the investigation to the Board of Directors, andcarefully check and monitor the enhancement of the internal control systems of the Nomura Group including
the formulation of remedial measures and its implementation status.

(2) Result of the audit of Financial Statements and Supplementary Schedules
We acknowledge that both the method and result of the audit by Ernst & Young ShinNihon LLC, the Company’s
Accounting Auditor, are appropriate.
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3.

SUBSEQUENT EVENTS

A resolution to grant Restricted Stock Units (“RSUs”) to executives and employees, etc. of the Company as well as
executives and employees, etc. of subsidiaries of the Company (the “Allottees”), was passed on May 16, 2019. The
Company also determined, in principle, that after the expiration of a deferral period determined beforehand by theCompany, the Company will dispose of and allot treasury stock in a number corresponding to the number of RSUs
granted to each Allottees which number is determined beforehand by the Company, by having the Allottees make acontribution in kind to the Company of monetary compensation claims granted to the Allottees. The Company also
submitted an amended shelf registration statement regarding the disposition of treasury stock on the same day.

May 16, 2019

THE AUDIT COMMITTEE OFNOMURA HOLDINGS, INC.
Noriaki Shimazaki, Chairman of the Audit Committee
Mari Sono, Member of the Audit Committee
Hisato Miyashita, Member of the Audit Committee

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

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Shareholder Notes

Fiscal Year…………………………………………………

Annual General Meeting of the Shareholders……………

April 1 to March 31

Held in June

<Special Note Regarding Forward-Looking Statements>
This report contains forward-looking statements that are based on our current expectations, assumptions, estimatesand projections about our business, our industry and capital markets around the world. These forward-looking
statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”,“plan” or similar words. These statements discuss future expectations, identify strategies, contain projections of
our results of operations or financial condition, or state other forward-looking information. Known and unknown
risks, uncertainties and other factors may cause our actual results, performance, achievements or financial position
expressed or implied by any forward-looking statement in this report.

62

Shareholder Notes