To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
During the fiscal year under review, the rapid spread of the novel coronavirus disease (COVID-19) had aserious impact on the Japanese and global economies. For our Company as well, although the Company
was impacted to a certain extent, including voluntary restraints on sales activities in some businesses
under the state of emergency, the Company strove to identify diversifying workstyles and lifestyles andcustomer needs, and to study and search for new added value, while working to promote businessactivities suited for the changes accelerated by the COVID-19 pandemic in each of our divisions,
including introduction of remote sales activities and expansion of the shared-office business.
The Group is also directing its focus on the post-COVID-19 environment, and we intend to respond tochanges in the structure and needs of society and demonstrate our strengths in real estate and urban
development and real estate-related services as we engage in the creation of new added value, whilestrengthening sustainability initiatives to contribute to the realization of a sustainable society.
We fully realize that we need to dramatically change the existing idea, and will continue tacklingtransformation and challenges with our Group Vision of “New Value, Real Value.”
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEOEiji Kutsukake–1–Our Group Vision “New Value, Real Value”

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

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

–2–Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
17th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail.

(Code: 3231)
June 3, 2021

To: Shareholders

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

Notice of Convocation of the 17th Ordinary General Meeting of Shareholders
Dear Shareholder:
We are pleased to announce the 17th Ordinary General Meeting of Shareholders of Nomura
Real Estate Holdings, Inc. (the “Company”), which will be held as follows.
Having carefully considered the situation of the spread of COVID-19, the Company has
decided to hold the General Meeting of Shareholders on the date below, taking appropriate measures
beforehand to avoid infection.
However, in order to prevent the spread of COVID-19, the Company would like to ask all of
our shareholders to exercise your voting rights either by mail or via the Internet, etc. in advance, andconsider not participating in the meeting in person.
Please review the attached reference documents for the General Meeting of Shareholders, andexercise your voting rights by no later than 5:40 p.m. on June 23 (Wednesday), 2021.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it sothat it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” on page 6, and enter yourapproval or disapproval for the proposal listed thereon before the deadline stated above.

Description
1. Date and Time:Thursday, June 24, 2021, at 10:00 a.m.

2. Place:

Meiji Kinenkan, Fuji room (2nd floor)
2-2-23 Motoakasaka, Minato-ku, TokyoAs was the case last year, the number of seats available this year
has again been significantly reduced due to spacing seats toprevent the spread of COVID-19. Even shareholders who cometo the venue may not be allowed to enter. We appreciate yourunderstanding in advance.

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 17th term (from April 1, 2020
to March 31, 2021); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee–3–Matter to be Resolved:
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors as Audit & Supervisory Committee
Members
4. Handling the exercising of voting rights:(1) If you exercise your voting rights twice through voting by mail and by electronic method (via theInternet, etc.), we will deem the vote cast by electronic method to be the effective one.
(2) If you exercise your voting rights more than once by electronic method (via the Internet, etc.) or
redundantly using a computer, etc. and cell phone, we will deem the last vote cast to be theeffective one.
*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*The following materials are published on the Company’s website shown below and not attached to thisnotice in accordance with the relevant laws and regulations and Article 14 of the Articles ofIncorporation. Also, with respect to the following materials, when the Audit & Supervisory Committee
prepared the audit report, it audited 1) through 3) as part of the attached documents, and when the
Accounting Auditor prepared the audit report, it audited 2) and 3) as part of the attached documents.
1) “Principal businesses,” “Principal business offices of major subsidiaries” of “Principal businessoffices,” “Share acquisition rights, etc.” and “System to ensure the appropriateness of operations andthe operational status of that system,” of the business report, 2) “Consolidated statement of changes in
net assets” and “Notes to consolidated financial statements” of consolidated financial statements, and 3)“Non-consolidated statement of changes in net assets” and “Notes to non-consolidated financial
statements” of non-consolidated financial statements.
*If circumstances arise whereby revisions should be made to the contents of the reference documents for
the General Meeting of Shareholders, the business report, consolidated financial statements, and nonconsolidated financial statements, such notification shall be published on the following Company’s
website.
[The Company’s website]
https://www.nomura-re-hd.co.jp/english/ir<Requests to Shareholders>*Depending on the future developments of spread of the infection and announcements from thegovernment or authorities, we may be forced to change the venue or time of the General Meeting of
Shareholders. Please check the information provided on the website below.
https://www.nomura-re-hd.co.jp/english/ir/*As stated above, in order to prevent the spread of COVID-19, the Company would like to ask all of ourshareholders to exercise your voting rights either by mail or via the Internet, etc. in advance, and pleaseconsider not participating in the meeting in person.
*Please use the alcohol disinfectant that we will place around the reception area at the venue for ourshareholders. If you plan to attend the meeting in person, we kindly ask for your cooperation on
bringing and wearing a face mask.
*Your temperature will be taken near the entrance to the venue, and you may be requested to refrainfrom entering the venue, if you have a fever, are in poor physical condition, or entered Japan fromoverseas within 14 days prior to the meeting. Please contact the reception, if you entered Japan fromoverseas within 14 days prior to the meeting.
*Officers attending the meeting and staff members will participate the meeting wearing a face mask,
after undergoing physical check, including body temperature measurement test.
*Detailed explanations of reportable matters (including audit reports) and proposals may be omitted at
the meeting from the perspective of shortening the meeting to prevent the spread of COVID-19. We ask
that you read the Notice of Convocation of the General Meeting of Shareholders in advance. As statedin the “Information on Receiving Questions in Advance” below, questions will be received fromshareholders in advance, and an overview of questions thought to be of great interest for shareholders
will be provided at the meeting. Furthermore, after the conclusion of the meeting, a summary of the
Q&A shall be published, by early July, on the Company’s website for the advance questions explainedat the meeting and the questions asked at the meeting.

–4–

Guide to Exercising Voting Rights
Please review the attached reference documents for the General Meeting of Shareholders (pages 8 to 23),and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
[By Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 23, 2021
Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and returnit.
[Via the Internet]
Exercise Due Date: No later than 5:40 p.m. on June 23, 2021
For details, please refer to page 6.
[By Attending the Meeting]Time and Date: 10:00 a.m. on June 24, 2021
Please present the enclosed proxy card at the reception desk.
If you attend the meeting, you do not need to mail the proxy card or exercise voting rights via theInternet, etc.
For institutional investors
Nominal shareholders such as management trust banks (including standing proxies) who have appliedin advance for the use of the electronic voting platform operated by ICJ, Inc. may use such platform in
addition to the aforementioned method of exercising voting rights via the Internet as a method forexercising voting rights electromagnetically.
Introducing “Notice of Convocation via smartphone” service
With the purpose of enriching the communication with our shareholders, we offer “Notice ofConvocation via smartphone” service, where you can browse the Notice of Convocation and its related
information, as well as exercising your voting rights conveniently.
[How to access “Notice of Convocation via smartphone”]
You can access by visiting https://p.sokai.jp/3231/ (please input the characters in single digits)
This service is a non-mandatory service with the purpose of improving our shareholders’ convenience.
Please note that depending on your device or communication environments, you may not be able tobrowse the contents. If you exercise your voting rights via this service, please refer to the instruction
on page 6 of this document.

–5–

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

Entering log-in ID and temporary password

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

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

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

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

Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC, a smartphone, or a cell phone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 – 21:00)
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
*
The website for exercising voting rights is not operational from 2:00 a.m. to 5:00 a.m. due tomaintenance and inspection.
*
If you exercise your voting rights more than once by mail and via the Internet, only the vote cast via
the Internet shall be deemed effective.
*
If you exercise your voting rights via the Internet multiple times, only the last vote cast shall bedeemed effective.
*
The website for exercising voting rights may be unavailable depending on certain Internet settings,
or depending on the service to which you are subscribed or the model of the device you use toaccess the website.
*
Any costs including Internet connection fees and communication charges that might be required toaccess the website for exercising voting rights shall be borne by the shareholder.
*If you wish to receive the Notice of Convocation of the General Meeting of Shareholders by e-mail,please visit the website for exercising voting rights using either a PC or a smartphone and following
the instructions that the website provides. (Please note that it is not possible to complete thisprocedure via your cell phone, nor is it possible to designate cell phone address for text messages as
the e-mail address for receiving the notice.)–6–

Information on Receiving Questions in AdvanceIn order to prevent the spread of COVID-19, you are requested to consider not participating in themeeting in person. Therefore, we will accept questions from shareholders about the matters to bereported and the matters to be resolved at the 17th Ordinary General Meeting of Shareholders over theInternet.
Please send any questions you have via the website below.
URL for the website for receiving questions in advance[Questions received from 9:00 a.m. on June 3 (Thu) until 5:40 p.m. on June 17 (Thu), 2021]

https://krs.bz/nomura-re/m/generalmeeting
Of the questions received, those thought to be of great interest for shareholders will be discussed at themeeting.
* Please understand that we are unable to separately answer questions asked in advance.
* Questions not covered in the general meeting will be used for future reference.
* Please understand that the website for receiving questions in advance is in Japanese only.

Video of the General Meeting of Shareholders and a summary of the questions and answers at themeeting will be published at separate times on the corporate website below by early July.
https://www.nomura-re-hd.co.jp/ir/ir_library/generalMeeting.html* The video of the General Meeting of Shareholders will exclude the questions and answers.

–7–Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Seven (7) Directors (Excluding Directors as Audit & Supervisory
Committee Members)
The term of office of all of the seven (7) Directors (excluding Directors as Audit & Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, we would like you to elect seven (7) Directors.
The terms of office of Directors elected at this Ordinary General Meeting of Shareholders shallbe until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2022.
Nomination of the candidates for Director has passed through the deliberation process of theAdvisory Committee Relating to Nominations and Compensation, a majority of whose members are
Independent External Directors.
Also, the Audit & Supervisory Committee has expressed the opinion that this proposal isappropriate and there are no matters of concern.
The candidates for Director are as follows.

No.

Current Position in the
Company

Number ofmeetings ofBoard ofDirectors
attended(17th term)

Reelection
Non-executive

Director and Chairman of theBoard of Directors

10/10*

15/15

Name

1

Shoichi Nagamatsu

2

Eiji Kutsukake

Reelection

President and Representative
Director, and Chief Executive
Officer

3

Daisaku Matsuo

New election

Executive Vice President

4

Makoto Haga

Reelection

Director and Executive Officer

5

Hiroshi Kurokawa

New election

Executive Officer–

External Director

15/15

–

6

Tetsuro Higashi

Reelection
External Director
Independent Director

7

Katsura Ito

New election
External Director
Independent Director

–

15/15

–

* The number of meetings of the Board of Directors held during the business year under review is shown since the appointment
of Director on June 23, 2020.

–8–

Reelection Non-executive

No.

Shoichi Nagamatsu

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: July 6, 1958)
300 shares
10/10 (100%)*
1 yearApr. 1982 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2004 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Executive Managing Director of Nomura Holdings, Inc.
Senior Managing Director of Nomura Securities Co., Ltd.
Jun. 2010 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Jun. 2012 Representative Executive Managing Director and Senior Corporate Managing Director of
Nomura Securities Co., Ltd.
Apr. 2013 Executive Managing Director and Chief of Staff of Nomura Holdings, Inc.
Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2016 Deputy President of Nomura Securities Co., Ltd.
Apr. 2017 Representative Executive Officer and Deputy President, and Chief of Staff of Nomura
Holdings, Inc.
Director of Nomura Securities Co., Ltd.
Apr. 2018 Representative Executive Officer and Deputy President of Nomura Holdings, Inc.
Jun. 2018 Director, and Representative Executive Officer and Deputy President of Nomura Holdings, Inc.
Apr. 2020 Director of Nomura Holdings, Inc.
Jun. 2020 Advisor of Nomura Holdings, Inc.
Director of Nomura Real Estate Holdings, Inc.
Apr. 2021 Chairman of the Board of Directors of Nomura Real Estate Holdings, Inc. (present)
Director of Nomura Real Estate Development Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Shoichi Nagamatsu has extensive business and management experience at the Nomura Group as well as
experience as Director and Chairman of the Board of Directors of the Company. He has been nominated asa candidate for Director because it is expected that he will continue contributing to strengthening thesupervisory function of the Board of Directors and achieving sustained growth and increased corporate
value of the Company by drawing on his substantial management experience and knowledge. If he iselected, the Company will continue to designate him as a non-executive Director.
Notes:
1. There is no special conflict of interest between Shoichi Nagamatsu and the Company.
2. The Company has entered into an agreement with Shoichi Nagamatsu to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of
the Companies Act. If his election is approved, the Company will continue the said agreement with
him to limit his liability. The maximum amount of liability based on the said agreement, on condition
that he performs his duties in good faith and without gross negligence, shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
3. The Company enters into a directors and officers liability insurance policy with an insurance company
and intends to cover damages including the amount of indemnification and litigation expenses to beborne by insureds arising from their performance of duties. If the election of Shoichi Nagamatsu isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy with the same details at the time of the next renewal.
* The number of meetings of the Board of Directors held during the business year under review is shown since the appointment
of Director on June 23, 2020.

–9–

Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
13,000 shares
15/15 (100%)
7 years

Apr. 1984 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2007 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2009 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2011 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2012 Executive Managing Director of Nomura Holdings, Inc.
Aug. 2012 Deputy President of Nomura Securities Co., Ltd.
Apr. 2013 Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2014 Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Representative Director and Executive Vice President of Nomura Real Estate Holdings, Inc.
Jun. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc. (present)
Apr. 2017 Chair and Representative Director of Nomura Real Estate Development Co., Ltd. (present)
Responsibilities
Group CEO
Significant Concurrent Positions
Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Eiji Kutsukake has extensive business and management experience in the Nomura Group as well as
experience as President of the Company. He has been nominated as a candidate for Director because it isexpected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on his
substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Eiji Kutsukake and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurance company
and intends to cover damages including the amount of indemnification and litigation expenses to beborne by insureds arising from their performance of duties. If the election of Eiji Kutsukake isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy with the same details at the time of the next renewal.

– 10 –

New election

No.

Daisaku Matsuo

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: October 18, 1964)
15,300 shares––

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

– 11 –

Reelection

No.

Makoto Haga

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
19,800 shares
15/15 (100%)
4 years

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2011 Director of Nomura Real Estate Capital Management Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2017 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd. (currently, Nomura Real Estate Building
Co., Ltd.)
Director of Nomura Real Estate Life & Sports Co., Ltd.
Director of Geo Akamatsu Co., Ltd. (currently, Nomura Real Estate Retail Properties Co., Ltd.)
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Apr. 2020 Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
(present)
Apr. 2021 Director of Nomura Real Estate Building Co., Ltd. (present)
Responsibilities
Business Unit Manager of Commercial Real Estate Business Unit
Significant Concurrent Positions
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Director of Nomura Real Estate Building Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Makoto Haga has extensive business and management experience at the Group as well as experience as
Director of the Company. He has been nominated as a candidate for Director because it is expected that hewill continue contributing to strengthening the supervisory function of the Board of Directors and achieving
sustained growth and increased corporate value of the Company by drawing on substantial experience andknowledge he has accumulated on corporate planning and financial and capital policies of the Group, andother operations.
Notes:
1. There is no special conflict of interest between Makoto Haga and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurance company
and intends to cover damages including the amount of indemnification and litigation expenses to beborne by insureds arising from their performance of duties. If the election of Makoto Haga isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy with the same details at the time of the next renewal.

– 12 –

New election

No.

Hiroshi Kurokawa

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: February 2, 1968)
8,200 shares––

Apr. 1990 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2012 Director of Geo Akamatsu Co., Ltd. (currently, Nomura Real Estate Retail Properties Co., Ltd.)
Apr. 2013 Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2015 Representative Director and Senior Managing Executive Officer of Nomura Real Estate AssetManagement Co., Ltd.
Apr. 2017 Executive Officer of Nomura Real Estate Holdings, Inc.
Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd.
Oct. 2017 Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd.
Apr. 2018 Director of Nomura Real Estate Partners Co., Ltd.
Mar. 2019 Director of UHM Co., Ltd.
Apr. 2020 Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2021 Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
(present)
Responsibilities
Group CFO, Supervisor of Management Division, Investor Relations
Significant Concurrent Positions
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Hiroshi Kurokawa has extensive business and management experience at the Group. He has been
nominated as a candidate for Director because it is expected that he will contribute to strengthening thesupervisory function of the Board of Directors and achieving sustained growth and increased corporate
value of the Company by drawing on substantial experience and knowledge he has accumulated on
corporate planning, property development and other operations.
Notes:
1. There is no special conflict of interest between Hiroshi Kurokawa and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurance company
and intends to cover damages including the amount of indemnification and litigation expenses to beborne by insureds arising from their performance of duties. If the election of Hiroshi Kurokawa isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy with the same details at the time of the next renewal.

– 13 –

Reelection External Director

No.

Tetsuro Higashi

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

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–15/15 (100%)
2 years

Apr. 1977 Joined Tokyo Electron Ltd.
Dec. 1990 Director of Tokyo Electron Ltd.
Apr. 1994 Managing Director of Tokyo Electron Ltd.
Jun. 1996 Representative Director, President of Tokyo Electron Ltd.
Jun. 2003 Representative Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2011 Director, Chairman of the Board of Tokyo Electron Ltd.
Jun. 2012 Outside Director of Ube Industries, Ltd.
Apr. 2013 Representative Director, Chairman, President & CEO of Tokyo Electron Ltd.
Jun. 2015 Representative Director, President & CEO of Tokyo Electron Ltd.
Jan. 2016 Corporate Director, Corporate Advisor of Tokyo Electron Ltd.
May 2018 Outside Director of Seven & i Holdings Co., Ltd. (present)
Jun. 2019 External Director of Nomura Real Estate Holdings, Inc. (present)
Outside Director of Ube Industries, Ltd. (present)
Significant Concurrent Positions
Outside Director of Seven & i Holdings Co., Ltd.
Outside Director of Ube Industries, Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Tetsuro Higashi has been nominated as a candidate for External Director because it is expected that hewill continue contributing to strengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on his wealth of knowledge, experience, andprofound insights related to corporate management in his long career as a manager.
Notes:
1. Tetsuro Higashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsuro Higashi and the Company.
3. Tetsuro Higashi is, at present, an External Director of the Company. His term of office as External
Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Tetsuro Higashi to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Tetsuro
Higashi is approved, he will be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy with the same details at the time of the next renewal.
6. Tetsuro Higashi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If his election is approved, the Company will continue to designate him as
Independent Director/Auditor.

– 14 –

New election External Director

No.

Katsura Ito

Independent Director(Date of Birth: April 26, 1964)

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–––Apr. 1987 Joined IBM Japan, Ltd.
Dec. 2005 Joined Adobe Systems Co., Ltd.
Jan. 2011 Joined Microsoft Japan Co., Ltd.
Executive General Manager of Microsoft Japan Co., Ltd.
Jul. 2013 Executive Officer of Microsoft Japan Co., Ltd.
Jul. 2016 General Manager of Microsoft Japan Co., Ltd.
Jul. 2017 Senior General Manager of Microsoft Japan Co., Ltd.
Jul. 2019 General Manager and Chief Learning Officer of Microsoft Japan Co., Ltd. (present)
Significant Concurrent Positions
General Manager and Chief Learning Officer of Microsoft Japan Co., Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Katsura Ito has been nominated as a candidate for External Director because it is expected that she willcontribute to strengthening the supervisory function of the Board of Directors and ensuring fair andtransparent management by drawing on her wealth of knowledge, experience, and profound insights
related to ICT and digital field in her long career bearing executive roles in IT companies.
Notes:
1. Katsura Ito is a candidate for External Director.
2. If the election of Katsura Ito is approved, the Company will enter into an agreement with her to limit
her liability for damages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to
Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability based on the said
agreement, on condition that she performs her duties in good faith and without gross negligence,shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies
Act.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Katsura
Ito is approved, she will be included as one of the insureds in this insurance policy. The Company
will bear the full amount of the insurance premiums. In addition, the Company plans to renew theinsurance policy with the same details at the time of the next renewal.
4. If the election of Katsura Ito is approved, the Company will designate her as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange. In the most recent
fiscal year, transactions mainly relating to the use of Internet services have been conducted between
subsidiaries of the Company and Microsoft Japan Co., Ltd., where Katsura Ito serves as General
Manager. However, the amount of such transactions was less than 0.1% of both the consolidated
sales of the Company and the sales of Microsoft Japan Co., Ltd. in the most recent fiscal year, which
is an insignificant amount that is within the Company’s independence criteria (2% or less).
Accordingly, the Company has judged that those transactions do not affect her independence.

– 15 –

Proposal No. 2: Election of Four (4) Directors as Audit & Supervisory Committee Members
The term of office of the five (5) Directors as Audit & Supervisory Committee Members will
expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect four (4) Directors as Audit & Supervisory Committee
Members.
The terms of office of the Directors as Audit & Supervisory Committee Members elected at thisOrdinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General
Meeting of Shareholders to be held in June 2023.
If this proposal is approved as originally proposed, the number of Directors as Audit &Supervisory Committee Members will be reduced from six (6) to five (5). This is due to the Company
adding one (1) Director as Audit & Supervisory Committee Member with a different term of office inthe previous fiscal year to secure continuity in the Audit & Supervisory Committee.
Furthermore, nomination of the candidates for Director as Audit & Supervisory Committee
Member has passed through the deliberation process of the Advisory Committee Relating toNominations and Compensation, a majority of whose members are Independent External Directors. The
Audit & Supervisory Committee has consented to this proposal.
The candidates for Director as Audit & Supervisory Committee Member are as follows.

No.

1

Number of
Number ofmeetings ofmeetings of
Audit &
Current Position in Board ofSupervisory
the Company
Directors
Committee
attendedattended(17th term)(17th term)

Name

Hiroyuki Kimura

New election

2

Yasushi Takayama

3

Yoshio Mogi

Reelection
External Director
Independent Director

4

Akiko Miyakawa

Reelection
External Director
Independent Director

Reelection– 16 –

AdvisorDirectors (Full-time
Audit &
Supervisory
Committee
Member)External Director(Audit &Supervisory
Committee
Member)External Director(Audit &Supervisory
Committee
Member)

–

–

15/15

14/14

15/15

14/14

15/15

14/14

No.

1

Hiroyuki Kimura

New election(Date of Birth: March 30, 1962)

Shareholdings:
23,700 shares
Attendance at meeting of Board of Directors: –Attendance at meeting of Audit & Supervisory Committee: –Term of office:–Apr. 1984 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2009 Executive Officer of Nomura Real Estate Development Co., Ltd.
Jun. 2009 Director of Nomura Real Estate Holdings, Inc.
Apr. 2010 President and Representative Director of Nomura Real Estate Investment Management Co.,Ltd.
Director of Nomura Real Estate Capital Management Co., Ltd.
Director of Nomura Real Estate Asset Management Co., Ltd. (currently, Nomura Real Estate
Asset Management Co., Ltd.)
Oct. 2011 Managing Director of Nomura Real Estate Asset Management Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Jun. 2012 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Jun. 2013 Executive Officer of Nomura Real Estate Holdings, Inc.
Jun. 2014 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2019 Director of Nomura Real Estate Holdings, Inc.
Executive Vice President and Representative Director of Nomura Real Estate AssetManagement Co., Ltd.
Apr. 2021 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc. (present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Hiroyuki Kimura has extensive business and management experience at the Group as well as experience
as Director of the Company. He has been nominated as a candidate for Director as Audit & Supervisory
Committee Member because it is expected that his extensive experience and knowledge concerning
finance and accounting will contribute to strengthening the supervisory function of the Board of Directors
and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Hiroyuki Kimura and the Company.
2. If the election of Hiroyuki Kimura is approved, the Company will enter into an agreement with him
to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act,
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability basedon the said agreement, on condition that he performs his duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Hiroyuki
Kimura is approved, he will be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy with the same details at the time of the next renewal.

– 17 –

No.

2

Yasushi Takayama

Reelection(Date of Birth: February 1, 1964)

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 14/14 (100%)Term of office:2 years

Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2011 Director, Nomura Financial Products & Services, Inc.
Oct. 2012 Managing Director and General Counsel of Nomura Securities International, Inc. (New York)
Sep. 2013 Managing Director and General Counsel of Nomura Holding America Inc.
Apr. 2015 Senior Managing Director and Chief Legal Officer of Nomura Holdings, Inc.
Senior Managing Director and Chief Legal Officer of Nomura Securities Co., Ltd.
Jun. 2016 Outside Director of Japan Securities Depository Center, Incorporated
Apr. 2019 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
May 2019 Audit & Supervisory Board Member of UHM Co., Ltd. (present)
Jun. 2019 Director (Full-time Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co., Ltd.
(present)
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd. (currently,
Nomura Real Estate Solutions Co., Ltd.) (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd. (currently,
Nomura Real Estate Building Co., Ltd.) (present)
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd. (present)
Audit & Supervisory Board Member of PRIME X. Co., Ltd. (present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Solutions Co., Ltd.
Audit & Supervisory Board Member of UHM Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of PRIME X. Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Building Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Yasushi Takayama has extensive business experience in the Nomura Group and experience as a Director
as Audit & Supervisory Committee Member of the Company. He has been nominated as a candidate for
Director as Audit & Supervisory Committee Member because it is expected that his extensive experienceand knowledge concerning legal, finance and accounting will continue to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governance structure, as well as toenhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Yasushi Takayama and the Company.
2. The Company has entered into an agreement with Yasushi Takayama to limit his liability fordamages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the Companies Act. If his election is approved, the Company will continue the said
agreement with him to limit his liability. The maximum amount of liability based on the said

– 18 –

3.

agreement, on condition that he performs his duties in good faith and without gross negligence, shallbe the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Yasushi
Takayama is approved, he will be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy with the same details at the time of the next renewal.

– 19 –

Reelection External Director

No.

Yoshio Mogi

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

3

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 14/14 (100%)Term of office:2 years

Apr. 1975 Joined Nichimen Co., Ltd. (currently, Sojitz Corporation)
Apr. 2006 Executive Officer of Sojitz Corporation
Apr. 2008 Managing Executive Officer of Sojitz Corporation
Apr. 2012 Senior Managing Executive Officer, CFO of Sojitz Corporation
Jun. 2012 Representative Director, Senior Managing Executive Officer, CFO of Sojitz Corporation
Apr. 2014 Representative Director and Executive Vice President, CFO of Sojitz Corporation
Jul. 2014 Outside Director of Sojitz Infinity Inc.
Apr. 2017 Representative Director and Executive Vice President, CCO of Sojitz Corporation
Director of Sojitz REIT Advisors K.K.
Apr. 2018 Advisor of Sojitz Corporation
Jun. 2019 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
None.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Yoshio Mogi has great knowledge, experience and profound insights concerning corporate management
acquired through his many years working as a corporate manager. He has been nominated as a candidate
for External Director as Audit & Supervisory Committee Member because it is expected that his extensive
experience and knowledge will continue to contribute to strengthening the supervisory function of theBoard of Directors and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. Yoshio Mogi is a candidate for External Director.
2. There is no special conflict of interest between Yoshio Mogi and the Company.
3. Yoshio Mogi is, at present, an External Director of the Company. His term of office as External
Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Yoshio Mogi to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Yoshio
Mogi is approved, he will be included as one of the insureds in this insurance policy. The Company
will bear the full amount of the insurance premiums. In addition, the Company plans to renew theinsurance policy with the same details at the time of the next renewal.
6. Yoshio Mogi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If his election is approved, the Company will continue to designate him as
Independent Director/Auditor.

– 20 –

Reelection External Director

No.

Akiko Miyakawa

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

4

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 14/14 (100%)Term of office:2 years

Apr. 1978 Joined Tokyo Branch of Chase Manhattan Bank (currently, JPMorgan Chase Bank, N.A.)
Nov. 1987 Joined Marunouchi & Co. (currently, Deloitte Touche Tohmatsu LLC)
Jan. 2000 Joined the Los Angeles Office of Deloitte US
Jun. 2005 Partner of Deloitte Touche Tohmatsu LLC
Jul. 2008 Joined the Taipei Office of Deloitte Taiwan
Oct. 2015 Joined Deloitte Touche Tohmatsu LLC Tokyo Office
Aug. 2018 Representative of Akiko Miyakawa CPA Office (present)
Jun. 2019 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
Representative of Akiko Miyakawa CPA Office
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Akiko Miyakawa has great knowledge, experience and profound insights as an expert at accounting andauditing acquired through her many years working as a Certified Public Accountant. She has been
nominated as a candidate for External Director as Audit & Supervisory Committee Member because it isexpected that her extensive experience and knowledge will continue to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governance structure, as well as toenhancing the auditing structure, although she has no previous experience directly involved in the
management of a company other than as an external officer.
Notes:
1. Akiko Miyakawa is a candidate for External Director.
2. There is no special conflict of interest between Akiko Miyakawa and the Company.
3. Akiko Miyakawa is, at present, an External Director of the Company. Her term of office as External
Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Akiko Miyakawa to limit her liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If her election is approved, the Company will continue the said agreementwith her to limit her liability. The maximum amount of liability based on the said agreement, on
condition that she performs her duties in good faith and without gross negligence, shall be the sum of
the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover damages including the amount of indemnification and litigation
expenses to be borne by insureds arising from their performance of duties. If the election of Akiko
Miyakawa is approved, she will be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy with the same details at the time of the next renewal.
6. Akiko Miyakawa is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If her election is approved, the Company will continue to designate her as
Independent Director/Auditor.

– 21 –

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

– 22 –

Reference:
The composition of the Board of Directors if Proposal No. 1 and Proposal No. 2 are approved in this Ordinary
General Meeting of Shareholders, and fields in which the Group holds expectations for each of them as Directors
are outlined below.
Audit &
Supervisory
Committee
MemberName

Gender

1 year

Male

○

○
○

Corporate
Finance*management

Financeand audit

Legal andaudit

Real estate
andconstruction

Overseasbusiness

ICT anddigital○○

ShoichiNagamatsu

Reelection

Eiji
KutsukakeReelection

7 years

Male○

Daisaku
MatsuoNew election

―

Male

○

Makoto Haga

Reelection

4 years

Male

○

○

○

○

Hiroshi
Kurokawa

New election

―

Male

○

○

○

○

TetsuroHigashi

Reelection

External

Independent

2 years

Male

○

○

Katsura Ito

New election

External

Independent―

Female○Hiroyuki
KimuraNew election

○

―

Male

○

○

○

YasushiTakayama

Reelection○

2 years

Male

○

○

○

Yoshio Mogi

Reelection

External

Independent○

2 years

Male

○

○

○

○

Akiko
Miyakawa

Reelection

External

Independent○

2 years

Female○○External

Independent○

1 yearMale

Tetsu
Takahashi

Nonexecutive

Fields of expectation for directors
Years asdirector○○○○* Knowledge of capital markets and business experience in capital procurement, etc.
* The above list does not represent all of the knowledge and experience of the Directors.

– 23 –○○○○

Reference

Corporate Governance

Basic Concept of Corporate Governance
The Company believes that it must be governed in a way that continuously maximizes our Group’s value
over the long term, while consideration is given to the interest of shareholders and all other stakeholdersof the Company. We aim to enhance the earning power of the entire Group, and while acting as a holding
company in managing and supervising the business activities of our subsidiaries. Also we endeavor tobuild a more transparent management system in accordance with the Basic Corporate Governance Policy.
The outline of corporate governance system if Proposal No. 1 and Proposal No. 2 are approved in thisOrdinary General Meeting of Shareholders is as follows.
Characteristics of our corporate governance system● Company with Audit & Supervisory Committee● Chairman of the Board of Directors is a non-executive Director● Out of 12 Directors, five are Independent External Directors● Established the Advisory Committee Relating to Nominations and Compensation● Majority of the members of the Audit & Supervisory Committee and the Advisory Committee
Relating to Nominations and Compensation are Independent External Directors.
Chart of corporate governance system
General Meeting of Shareholders
Appointment

Appointment/Dismissal

Advisory Committee
Relating toNominations andCompensation

Board of Directors
7 Directors (excluding Directors as Audit &Supervisory Committee Members)

Audit/Supervision

Appointment/Dismissal

President andRepresentative Director

Audit & Supervisory Committee
Audit & Supervisory
Committee Dept.

Appointment of Members

Management Committee
Audit

Budget Committee
Risk Management Committee
Sustainability Committee
DX Strategy Committee

Various departments

Group Internal Audit Dept.
Support/Guidance/Monitoring, etc.

Group companies– 24 –

Certified public accountants(Auditing firm)

The Filing Company

5 Directors(Audit & Supervisory Committee Members)

The Board of Directors
The Company believes that the Board of Directors bears the responsibilityof realizing effective corporate governance for all shareholders, andthrough this, achieving sustainable growth of the Company and working
to maximize long-term corporate value. To fulfill this responsibility, thePercentage of Independentrole of the Board of Directors is to ensure the fairness and transparency of External Directors on the Boardof Directors
management by fully supervising management, and make the best
41.7 %
decisions for the Company through important business execution
decisions, etc.
The Company’s Board of Directors comprises seven Directors (excluding
peopleDirectors as Audit & Supervisory Committee Members) (of which two are
12 people
External Directors) and five Directors as Audit & Supervisory Committee 58.3 %Members (of which three are External Directors). The Company appoints
diverse Directors with various knowledge, experience, and skills in order ■Independent External Directors
to ensure the necessary balance and diversity as a holding company thatmanages companies that conduct business in various areas.
In order to strengthen the supervisory function of the Board of Directors
and realize highly fair and transparent management, five out of the 12
Directors are Independent External Directors.

5

The Audit & Supervisory Committee
The Company is a Company with Audit & Supervisory Committee, andPercentage of Independent
the Audit & Supervisory Committee, in which Independent External
External
Directors on the Audit
Directors comprise the majority, holds the role of monitoring business& Supervisory Committee
management. The Audit & Supervisory Committee performs audits
60.0 %
utilizing the Company’s internal control system. The Company has
developed a system through which the Committee receives periodic
reports on internal audits and results from the Internal Audit Dept., and40.0 %
peoplehas the authority to ask Directors, Executive Officers, and operating
5 people
divisions of the Company and Group companies to provide reports whennecessary. Audit & Supervisory Committee Members can attend theCompany’s important meetings, including those of the Management■Independent External Directors
Committee, gather information on the business execution, and express
their opinions so that an effective system for audits and supervision issecured.

3

Advisory Committee Relating to Nominations and Compensation
Percentage of Independent
External Directors on the
The Company established the Advisory Committee Relating toAdvisory
Committee Relating toNominations and Compensation, as an advisory body to the Board ofNominations and Compensation*
Directors, where the majority of members composing that body are
60.0 %
Independent External Directors, to strengthen the objectivity,
independence and accountability of functions of the Board of Directors in 40.0 %relation to nomination and compensation of the Directors and Executive
peopleOfficers. The committee is to discuss matters related to policies, such as
5 peoplethose for the nomination and compensation of members of the Board of
Directors and Executive Officers, the successor plan and training, andreport the outcome to the Board of Directors.

3■Independent External Directors*The ratio as of the end of previous fiscal year is presented.

– 25 –

Reference:

Value Creation by the Nomura Real Estate Group

Value Creation Process
Our unique business model identifies areas in which the Group should engage in value creation activities by capturing social changes and utilizes sources of corporate value. We
aim to resolve social issues through the creation of new value and to realize Our Group Vision “New Value, Real Value” by using our business model.

– 26 –

Reference:

Sustainability Activities

In April 2020, the Group changed the name of these activities from the previous “CSR activities” to “sustainability
activities,” and is working to strengthen its sustainability initiatives in recognition of the social issues that must be
considered by a company and the expectations of stakeholders. Under the “Nomura Real Estate Group
Sustainability Policy” in the fiscal year ending March 31, 2022, the Group will continue to set quantitative andqualitative targets linked to business activities for the various themes and promote activities while steadily
implementing the PDCA cycle.

Sustainability Management Structure
The Group established a Sustainability Committee (chaired by the Executive Vice President and Representative andGroup COO of the Company) to promote sustainability activities. In the fiscal year ended March 31, 2021, thisCommittee met three times to deliberate action policies, plans, and other matters.
The Sustainability Committee reflects the contents of its deliberations in management plans and business activities
by reporting them to the Board of Directors and the Executive Committee twice a year each. Additionally, a total of
13 meetings by various entities, such as the Sustainability Subcommittee, the Environmental Subcommittee and the
Human Rights Subcommittee, were held to further energize discussions within the Company.
In April 2020, the Sustainability Management Dept. was established to promote group-wide cross-sectional
initiatives and strengthen efforts that are more coordinated with business activities.

Main Accomplishments of Activities
In the fiscal year ended March 31, 2021, the main accomplishments of the Group’s sustainability activities were as
follows. For further details on activities by each division, please refer to “Overview by Division” in the business
report below.
• Consideration of sustainability vision (2050 vision, 2030 materiality/KPIs)• Climate change initiatives (announced support for TCFD, obtained approved SBT)
• Commenced formulation of a human rights policy (identification of human rights issues)• Follow-up of CSR procurement guidelines (checking how well the guidelines are recognized)• Sustainability finance initiatives (Issuance of the Company’s first sustainability bonds)• Partial replacement with renewable materials (such as shift to wooden structures for buildings in businessprojects)• Improved disclosure (enhancement of disclosed content of integrated report/website, implementation ofengagements with ESG investors)[Topics] Climate change/obtaining approved SBT (target of reducing CO2 emissions)• In November 2020 we obtained approved targets under the international Science Based Targets(SBT) initiative.
Indicator

Scope 1 and 2*

Scope 3*

Target year: 2030

Reduce by 35%

Reduce by 35%(Base year: FY2019)*Scope 1: Quantity of direct emissions from fuel burning, etc., Scope 2: Quantity of indirectemissions resulting from the use of electricity or heat purchased by the Company
Scope 3: Quantity of indirect emissions other than those for Scope 1 and 2– 27 –

Inclusion in ESG indices (Fiscal year ended March 31, 2021)

Selected for MSCI Japan ESG SelectLeaders Index, a wide-ranging index in
the ESG indices adopted by theGovernment Pension Investment Fund(GPIF) (1, 4)

Selected for S&P/JPX Carbon
Efficient Index, athematic/environmental index in the
ESG indices adopted by GPIF (1)Selected as a component of the
SOMPO Sustainability Index
uniquely set by Sompo AssetManagement (1)Commendations related to environmental activities
Received the Minister of theEnvironment Award (bestpractices case) for the
Principles for Financial Action
for the 21st Century 2019
Acquired and registered
Eco-Action 21(Environmental
Management System)
certification (4)* Acquired and registered
Eco-Action 21
certification for the firsttime as a Japanese Real
Estate Investment Trust (JREIT).

Annual benchmark for the real estate sector establishedby major pension funds in Europe to measureenvironmental, social, and governance (ESG)
considerations. Consecutively received 4 stars or higher
rating in the real estate assessment for four years (4, 5).
Received the highest level A in the disclosure evaluation(1,4)

Nomura Real Estate MasterFund received this award forthe acquisition and registrationof Eco-Action 21 certification,
Japan’s unique environmental
management system (EMS)
established by the Ministry of
the Environment, for the firsttime as a J-REIT (3)Commendations related to social activities

Received Good Design Award for 19 consecutive years

Selected for Health and Productivity Management
Award 2021 (for Large Corporation – White 500)
jointly certified by the Ministry of Economy, Tradeand Industry and Nippon Kenko Kaigi (1, 2, 3, 6, 8)

Received Good Design Award 2020 for 10 items.
The Group has received this award for 19
consecutive years (1, 2, 7, 8)

Signatures on initiatives

Signed the United
Nations Global
Compact (1)Signed the Principles
for Responsible
Investment (3,10)Signed the UNEP
Finance Initiative (3)Obtained approved
targets from theinternational
SBT initiative in
relation to reductions
in greenhouse gas
emissions (1)Agreed to
Recommendations of
the Task Force on
Climate-related
Financial Disclosures(TCFD) (1, 3)
Agreed to Declaration of
Biodiversity
by Keidanren (1)Joined the Japan Climate
Initiative (3)Signed the Financial
Action Principles for theFormation of a
Sustainable Society (the21st Century Principles ofFinancial Action) (3)Member of the UK Green
Building Council (GBC) (10)– 28 –

Information disclosure
Most-improved
Integrated Report
selected by GPIFThe Company’s
Integrated Report2020 was selected as
the Most-improved
Integrated Report by
GPIF’s asset
managers entrustedwith domestic equity
investment (1)Sustainability Site
Award
2021
The Company’s IR
website was selected
as the most excellent
website in the overall
ranking and in the
ranking by industry
on Nikko IR’s
Website Rankings of
All Listed
Companies 2020 (1)The Company’s IR
website was selected
for the ExcellenceAward 2020 in theInternet IRcommendation by
Daiwa Investor
Relations (1)The Company’s IR
website was selected
for the Silver Awardof the Gomez IR Site
Ranking 2020 (1)The Company’s CSR
Report 2020 received
the Excellence Awardin the Sustainability
Site Award 2021
hosted by the CSR
Communication
Association (1)Selected / Concerned / Award-winning companies
1: Nomura Real Estate Holdings, Inc. 2: Nomura Real Estate Development Co., Ltd. 3: Nomura Real Estate Asset Management Co., Ltd.
4: Nomura Real Estate Master Fund, Inc. 5: Nomura Real Estate Private REIT Inc.
6: Nomura Real Estate Urban Net Co., Ltd. 7: Nomura Real Estate Partners Co., Ltd. 8: Nomura Real Estate Life & Sports Co., Ltd. 9:
Nomura Real Estate Wellness Co., Ltd. 10: Lothbury Investment Management Limited– 29 –

(Attached documents)

Business Report(From April 1, 2020 to March 31, 2021)
1. Current status of the Group(1) Status of operations for the fiscal year under review
1) Progress and results of businessWe are pleased to announce a summary of operating results of our 17th term (April 1, 2020 toMarch 31, 2021).
During the fiscal year under review, economic sentiment in Japan was in an extremely
difficult situation as economic activities and the movement of people in Japan and overseas
were severely restricted due to the spread of the COVID-19, which caused the GDP growthrate in the April-June period to fall to its worst postwar level, etc. Although there were signsof the economy picking up gradually from the middle of the fiscal year due to factors such asa resumption of economic activities in stages and the effects of economic measures, therecent resurgence of COVID-19 has led to weakness in consumer spending on lodging, eating
and drinking, etc. Therefore, in regard to the economic outlook, it is necessary to pay carefulattention to the economic impact of the infection trends.
Regarding the real estate market conditions, the residential development market saw adecrease in the supply of housing units due to the impact of the suspension of sales activities
and other factors, while sales trends were steady overall due to the diversification of customer
needs with respect to area and space associated with increased use of teleworking, etc. andsupport from a low interest rate environment and various taxation measures. In the leasing
office market, although there has been an increasing trend in vacancy rates and a declining
trend in rent revenue, mainly in the central areas of Tokyo, on the COVID-19, there has been
a rapid diversification in perceived value of offices, including the increasing demand forshared offices and satellite offices and attracting attention to their significance as bases forinnovation and spaces for communication. In the real estate investment market, propertytransactions were active toward the end of the fiscal year and the market continued to growdue to global monetary easing and public spending and the strong appetite for investment indomestic real estate by investors in Japan and overseas. Moreover, the real estate brokerage
market has been persistently mounting a recovery since the middle of the fiscal year amid a
scenario where the retail business posted a record-high number of monthly transactions withrespect to used condominiums in the Tokyo metropolitan area particularly due to an increase
in relocation demand combined with more widespread prevalence of business deals
conducted online as people turn to digital technologies.
In this business environment, the Nomura Real Estate Group (the “Group”) posted thefollowing consolidated performance for this consolidated fiscal year: Operating revenue of¥580,660 million, which represents a decrease of 14.2% year on year; operating profit of¥76,333 million, a decrease of 6.8%; business profit of ¥76,448 million, a decrease of 7.7%;
ordinary profit of ¥65,965 million, a decrease of 9.7%; and profit attributable to owners ofparent of ¥42,198 million, a decrease of 13.7%.
Starting from the fiscal year under review, the overseas condominium development and sales
business, which had been classified under the Residential Development Business Unit in
Nomura Real Estate Development Co., Ltd. and the overseas office and other properties
development and leasing business, and ZEN PLAZA CO., LTD., which had been classified
under the Commercial Real Estate Business Unit in Nomura Real Estate Development Co.,
Ltd., have been reclassified under the Other. NREG TOSHIBA BUILDING Co., Ltd. became
a wholly owned subsidiary on April 1, 2020. In conjunction, NREG TOSHIBA BUILDING
Co., Ltd.’s wholly owned subsidiary NREG TOSHIBA BUILDING FACILITIES Co., Ltd.,
which had been classified under the Commercial Real Estate Business Unit, has been merged,
as the absorbed company, with Nomura Real Estate Partners Co., Ltd., which has beenclassified under the Property & Facility Management Business Unit, as the surviving
company. In line with this change, the year-on-year changes in the overview by division have

– 30 –

been calculated and presented by restating the figures for the previous fiscal year using theclassifications after the change.
Note: Business profit = operating profit + share of profit (loss) of entities accounted forusing equity method + amortization of intangible assets associated with corporate
acquisitions[Residential Development Business Unit]
Operating revenue in the Residential Development Business Unit totaled ¥272,577 million,
which represents a decrease of 18.4% year on year, and business profit totaled ¥22,404
million, a decrease of 11.6% year on year, resulting in decreases in both operating revenue
and business profit compared with the previous fiscal year. This was mainly due to a decreasein the number of housing unit sold in the housing sales business.
In regard to housing sales, 3,669 units were recorded as sales (a decrease of 1,070 units year
on year), including condominiums at PROUD TOWER Musashi-Koganei Cross and PROUDCITY Hiyoshi Residence II and detached housing units at PROUD SEASON KoganeiMidori-machi. The gross margin ratio for this business improved to 22.6% (20.4% in theprevious fiscal year). The number of housing units contracted but not recorded as sales was
3,276 units as of the end of the fiscal year under review (an increase of 665 units year onyear) and the contract progress rate against the scheduled housing sales for the next fiscal
year was 65.3% at the beginning of the fiscal year ending March 31, 2022.
Furthermore, as initiatives to contribute to a sustainable society through business activities,
the Group is promoting the creation of homes that are designed to increase thermal insulationand save energy at PROUD TOWER Kameido Cross Gate Tower, which was selected by the
Ministry of Economy, Trade and Industry for the “High-rise ZEH-M (Net Zero Energy House- Condominium) Demonstration Project*,” as well as making proactive use of domestically
produced lumber to help reduce CO2 emissions and so forth in our collective housing projects
such as PROUD Kanda Surugadai and PROUD Nerima Nakamurabashi Marks.
* The High-rise ZEH-M (Net Zero Energy House - Condominium) Demonstration Project included
under subsidies for support of energy-saving investment promotion through the FY2020.

[Commercial Real Estate Business Unit]
Operating revenue in the Commercial Real Estate Business Unit totaled ¥179,227 million,
which represents a decrease of 15.5% year on year, and business profit totaled ¥35,469
million, a decrease of 9.6%, resulting in decreases in both operating revenue and businessprofit compared with the previous fiscal year. This was mainly due to a decrease in revenue
from property for sales business and decreases in revenue from retail facility leasing business,
hotel business and fitness club operation business due to the COVID-19 impact.
Construction of 20 facilities including the TOKYO TORANOMON GLOBAL SQUARE
office building, the Landport Shinonome / Yasuda soko logistics facility, and the SOCOLA
Musashi-Koganei Cross retail facility have been completed.
The Group has also been developing its PMO, H¹O and H¹T office brands that meet
diversifying companies’ needs and changes in workstyles, and has expanded its H¹T satellite
offices to 82 branch locations as of the end of the fiscal year under review.
Furthermore, when it comes its initiatives to contribute to a sustainable society throughbusiness activities, the Commercial Real Estate Business Unit has also been proceeding withuse of domestically produced lumber and became the first in Japan’s office building realm toacquire SGEC/PEFC Project CoC Certification*1 under the International Forest certification
scheme with respect to H¹O Hirakawacho. As for directly managed hotels, having come up
with a series of ideas to ensure that customers are able to use its hotels with peace of mind
amid the COVID-19 pandemic, the Group was the first in Japan to acquire the Safeguard
Label*2 for its hotel facilities that meet the world’s health and safety standards.
*1 This is a scheme for certifying lumber products from certified forests that are properly managed andharvested with the aim of achieving sustainable forest management.

– 31 –

*2 In April 2020, the verification service was newly established by Bureau Veritas, a world leader intesting, inspection, and certification services.

[Investment Management Business Unit]
Operating revenue in the Investment Management Business Unit totaled ¥12,456 million,
which represents an increase of 3.3% year on year, and business profit totaled ¥7,587 million,
an increase of 6.1%, resulting in increases in both operating revenue and business profit
compared with the previous fiscal year. This was mainly due to increases in the assets undermanagement in the domestic asset management companies.
Assets under management steadily increased in the core domestic REIT business with
Nomura Real Estate Master Fund, Inc. (NMF) and Nomura Real Estate Private REIT, Inc.
(NPR) having acquired a total of 10 properties (total transaction amount of ¥60,013 million)
including PMO Shibuya, Landport Atsugi Aikawamachi and PROUD FLAT Ryogoku from
Nomura Real Estate Development Co., Ltd., in addition to progress in the formation ofprivate equity funds meeting the needs of investors.
Furthermore, Nomura Real Estate Asset Management Co., Ltd. declared its support of Task
Force on Climate-related Financial Disclosures (TCFD) recommendations in addressing
expectations of investor needs aligned with ESG (environment, society and governance)
trends. Meanwhile, NMF and NPR subsequently became the first in the REIT industry todisclose qualitative assessments regarding risks and opportunities of climate-related financial
information in line with temperature scenarios under the Paris Agreement. Our efforts haveculminated in Global Real Estate Sustainability Benchmark (GRESB)* ratings of at least fourstars over four consecutive years.
* GRESB is an annual benchmark assessment that measures ESG considerations covering more than
1,200 participating property companies and funds worldwide.

[Property Brokerage & CRE Business Unit]
Operating revenue in the Property Brokerage & CRE Business Unit totaled ¥39,436 million,
which represents an increase of 0.8% year on year, and business profit totaled ¥8,976 million,a decrease of 1.2%, resulting in an increase in operating revenue and a decrease in businessprofit compared with the previous fiscal year.
In the retail business, we now have 87 branch stores upon having opened Monzen-nakachoCenter and Futamatagawa Center in April 2020. In that same business we have also been
taking steps to provide new services as a means of addressing changes in customer attitudes
amid the COVID-19 pandemic by utilizing digital technologies. For instance, we have beendeveloping an app specifically for home loan applications and otherwise rolling out our
Ouchide Model Room service enabling users to enjoy the new condominium model room
experience online.
In addition, Nomura Real Estate Urban Net Co., Ltd. was also ranked first in the “Detachedhousing sales” ranking of real estate brokerage companies in the 2020 Oricon Customer
Satisfaction Survey for the fifth consecutive year.
Meanwhile, we have undertaken organizational restructuring with respect to the real estate
brokerage and consulting business of the Property Brokerage & CRE Business Unit, which
had previously engaged in such business under a two-company framework consisting of
Nomura Real Estate Development Co., Ltd. and Nomura Real Estate Urban Net Co., Ltd. On
April 1, 2021, we accordingly established Nomura Real Estate Solutions Co., Ltd., which isto promote the wholesale and retail businesses under a single company, thereby serving as acomprehensive real estate brokerage company that addresses diversifying needs of both
corporate and individual customers.
* CRE: Corporate Real Estate. Real estate strategy support services for enterprises (such as consulting
on the effective utilization and trading of real estate).

[Property & Facility Management Business Unit]
Operating revenue in the Property & Facility Management Business Unit totaled ¥98,384
million, which represents an increase of 0.1% year on year, and business profit totaled ¥9,281– 32 –

million, an increase of 8.4%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year. This was mainly due to an increase in revenueof property and facility management with the increase in the number of properties undermanagement, and an improvement of the profitability in the construction ordered.
In addition, as of the end of the fiscal year under review, the number of buildings undermanagement was 788 buildings (up 2 from the end of the previous fiscal year), and thenumber of condominiums under management was 183,162 units (up 903).
Furthermore, Nomura Real Estate Partners Co., Ltd. has been promoting initiatives throughits business activities in terms of achieving energy savings and extending the longevity ofolder condominiums, the number of which is poised to surge going forward. In that regard, it
qualified for a Ministry of Economy, Trade and Industry (METI) subsidy program for
projects to assist business operators seeking to streamline energy use in fiscal 2020, withrespect to work that involved upgrading air conditioning ventilation units and light fixtures,proposed as a means of saving energy in our managed buildings. It also qualified as a modelbusiness in extending the longevity of condominium stock, supported by the Ministry ofLand, Infrastructure, Transport and Tourism (MLIT), with respect to repair work involving
drainage pipes in common-use areas (complete replacement of different types of drainage
pipe with resin pipe in common-use areas), undertaken with the aims of increasing
performance and reducing life-cycle costs at our managed condominiums.
In addition, Nomura Real Estate Partners Co., Ltd. was ranked first in the 2020 SumaiSurfin“Management Company Customer Satisfaction Survey” for the 12th consecutive year andalso ranked first in the “Tokyo Metropolitan Area Condominium Management Company”
ranking for the fourth consecutive year, and ranked first in the “Tokai Area Condominium
Management Company” ranking for the first time in the 2020 Oricon Customer Satisfaction
Survey.
[Other]Operating revenue in the Other totaled ¥2,070 million, which represents an increase of 81.0%
year on year, and business loss totaled ¥1,495 million (business loss of the previous fiscal
year was ¥1,012 million). This was mainly due to investments for business expansion, while
the number of housing unit sold in the overseas housing sales business increased.
These results include KNIGHTS BRIDGE PRIME Ratchayothin in Bangkok, Thailand andMIDTOWN THE SIGNATURE in Ho Chi Minh City, Vietnam, in the housing sales businessoverseas.
Furthermore, during the fiscal year under review, we fortified our operations in nations where
we already have a presence, which involved taking part in multiple large development
projects in Vietnam, including the Ecopark Project in the Hanoi area and the GrandPark
Project in Ho Chi Minh City, and also multiple projects in Bangkok, Thailand, including theRamintra Project in the housing sales business. Meanwhile, we have also been actively
expanding in terms of business areas and territories, with such efforts including ouracquisition of 127-133 Charing Cross Road, marking our initial entry into the officedevelopment business in London, UK.
Going forward, we will strive to provide value that is unique to the Group in respective
countries through efforts that involve promoting KAIZEN activities seeking to participate inbusiness and improve quality from the planning and development phases, drawing on our
knowledge and expertise amassed in our domestic business.

– 33 –

2) Capital investment
In the fiscal year under review, the Company spent a total of ¥45,575 million on capital
investment, including TOKYO TORANOMON GLOBAL SQUARE.
3) Financing
In the fiscal year under review, the Company procured necessary funds through loans fromfinancial institutions, etc. In addition, the Company issued 15th Unsecured Bonds(sustainability bonds) amounting to ¥10.0 billion on February 26, 2021.
4) Business transfer, absorption-type company split or incorporation-type company split
Not applicable.
5) Acquisitions of other companies’ businesses
Not applicable.
6) Successions of rights or duties related to the businesses of other legal entities, etc. due toabsorption-type merger or absorption-type company split
As of April 1, 2020, the merger has been completed with Nomura Real Estate Partners Co.,
Ltd. being the surviving company and NREG TOSHIBA BUILDING FACILITIES Co., Ltd.
being the absorbed company in absorption-type merger.
7) Acquisitions and disposals of shares, other equities, and share acquisition rights in othercompanies
On April 1, 2020, the Company acquired shares in NREG TOSHIBA BUILDING Co., Ltd
held by minority shareholders and made it into a wholly-owned subsidiary. The company’s
corporate name has been changed to Nomura Real Estate Building Co., Ltd.

– 34 –

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

Classification

14th term(Fiscal year ended
March 31, 2018)

Operating revenue

623,762

Operating profit

15th term(Fiscal year ended
March 31, 2019)

668,51016th term(Fiscal year ended
March 31, 2020)(Millions of yen)
17th term(Fiscal year underreview)(Fiscal year ended
March 31, 2021)

676,495

580,660

76,66079,162

81,90576,333Business profit―

79,623

82,83376,448

Ordinary profit

68,03369,32373,07765,965

Profit attributable to owners of parent

46,02945,87348,88642,198

Basic earnings per share (Yen)
Total assets

240.89245.99267.21232.53

1,673,099

1,759,455

1,801,273

1,921,306

Net assets

514,982

541,562

565,120586,350

Net assets per share (Yen)

2,664.70

2,854.21

3,031.15

3,229.80

Note: Business profit = operating profit + share of profit (loss) of entities accounted for using equity
method + amortization of intangible assets associated with corporate acquisitions(3) Status of parent company and major subsidiaries
1) Parent company
Not applicable.
2) Major subsidiaries
Name

Share Capital(Millions of yen)

Ratio of voting
rights (%)

Principal businesses

Nomura Real Estate Development Co.,
Ltd.

2,000

100.0

General real estate business including saleand leasing of real estate

Nomura Real Estate Asset Management
Co., Ltd.

300

100.0

Investment management services including
REIT and privately placed real estate funds

Nomura Real Estate Urban Net Co., Ltd.

1,000

100.0

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

200

100.0

General management of office buildings,
condominiums, etc.

Nomura Real Estate Building Co., Ltd.

14,372

100.0

Leasing of office buildings, stores, etc.

Nomura Real Estate Life & Sports Co.,
Ltd.

100

100.0

Planning and operation of sports facilities

Nomura Real Estate Heating andCooling Supply Co., Ltd.

480

100.0

Supply of heat as provided for under theHeat Supply Business Act

Nomura Real Estate Retail Properties
Co., Ltd.

243

100.0

Planning and management of retail facilities

Nomura Real Estate Wellness Co., Ltd.

300

100.0

Planning and operation of housing services
for the elderly

Nomura Real Estate Hotels Co., Ltd.

100

100.0

Planning and operation of hotels

UHM Co., Ltd.

32

100.0

Operation of hotels

Nomura Real Estate Amenity Service
Co., Ltd.

10

100.0

Cleaning of buildings and condominiums

PRIME X. Co., Ltd.

100

60.0

Internet advertisingFirst Living Assistance Co., Ltd.

100

51.0

Services aimed at providing assistance tocustomers concerning their homes

12,000 pound

100.0

Investment management services including
privately placed real estate funds in the UK

213,306 million
Vietnamese dong

100.0

Owning and operating office buildings in
VietnamLothbury Investment Management
LimitedZENPLAZA CO., LTD– 35 –

Notes: 1.
2.
3.
4.

5.
6.

On April 1, 2020, the Company acquired shares in NREG TOSHIBA BUILDING Co., Ltd held by minority
shareholders and made it into a wholly-owned subsidiary. The company’s corporate name has been changed to
Nomura Real Estate Building Co., Ltd.
As of April 1, 2020, the merger has been completed with Nomura Real Estate Partners Co., Ltd. being the surviving
company and NREG TOSHIBA BUILDING FACILITIES Co., Ltd. being the absorbed company in absorption-typemerger.
As of October 1, 2020, Geo Akamatsu Co., Ltd. changed its corporate name to Nomura Real Estate Retail Properties
Co., Ltd.
As of April 1, 2021, an absorption-type split has been completed with Nomura Real Estate Development Co., Ltd.
being the splitting company and Nomura Real Estate Urban Net Co., Ltd. being the successor company. In addition,
Nomura Real Estate Urban Net Co., Ltd. changed its corporate name to Nomura Real Estate Solutions Co., Ltd. as ofApril 1, 2021.
The Company has no specified wholly-owned subsidiary as of the end of the fiscal year under review.
The ratios of voting rights of UHM Co., Ltd., Nomura Real Estate Amenity Service Co., Ltd., PRIME X. Co., Ltd.,
Lothbury Investment Management Limited, and ZEN PLAZA CO., LTD are calculated based on shares held bysubsidiaries of the Company.

(4) Issues to address
Regarding mid- to long-term business conditions surrounding the Group, we are encounteringvarious social challenges persisting in Japan. For instance, amid the nation’s super-aging society,the population is decreasing as it also grows older, and natural disasters are intensifying. At thesame time, the COVID-19 pandemic has led to rapid and dramatic changes both in Japan andoverseas when it comes to social conditions and the business environment, accompanied byassociated trends in terms of the way people live and work. With our sights set on the postCOVID-19 world, we will identify how lifestyle and work style transformation hastened by the
pandemic is likely to affect the real estate business and will accordingly strive for an approach to
management aligned with such changes. In looking toward globalization of the Group’s business,
we must focus closely on economic developments particularly in Asian countries, Europe and theUnited States. In addition, the importance of digital technologies and sustainability initiatives is
growing both in Japan and overseas.
With this view of the environment, the Group will continue to take steps in implementing thefour value creation themes set forth under its Mid- to Long-term Business Plan, “New Value,
Real Value,” established in April 2019, such that include: (1) Realization of enriched lifestyles
and workstyles, (2) Creation of multifunctional urban development toward exceptional
convenience, comfort, and safety, (3) Urban development and community building concerning
the future of the global environment and local communities, and (4) Global expansion of highquality products and services. At the same time, we will strive to sustainably increase corporate
value by appropriately addressing societal changes that may arise going forward.
First, the Group believes that it is important to overcome the COVID-19 pandemic and achieve
an early recovery in business performance, and to heighten its asset and capital efficiency.
Moreover, we will establish strategic priority domains of business looking toward futureenvironmental changes with the aim of sustainably achieving substantial profit growth and willtake steps to establish competitive advantages by robustly promoting digital transformation (DX)and enlisting such solutions. While aiming to achieve the targets for the fiscal year ending March
31, 2022 of the current Mid- to Long-term Business Plan, we will create a strategic framework
geared to our further growth for the Group going forward, and will also draw up a new Mid- toLong-term Business Plan whose initial year is the fiscal year ending March 31, 2023.
Furthermore, in order to sustain our corporate activities, it is necessary to further strengthen our
ESG initiatives. As such, we will resolutely address various challenges and themes, such that
include global warming and other issues associated with climate change, social issues such as
human rights and labor affairs, and initiatives to enhance and fortify systems of governance.
Particularly when it comes the Group’s core business of real estate development, we must pay
close attention to environmental concerns. Having accordingly acquired certification during the
fiscal year under review for the international Science Based Targets (SBT) initiative regarding
targets for reducing greenhouse gas emissions (CO2), we aim to achieve the CO2 emissions– 36 –

reduction target for 2030, which is set as a requirement for gaining the certification. Meanwhile,
beyond that we will strive to attain carbon neutrality with respect to the entire Group. We willcontinue to further accelerate sustainability initiatives, and aim to contribute to the realization ofa sustainable society while increasing engagement with stakeholders.
We appreciate the continued support and encouragement of our shareholders.
(5) Principal business offices (as of March 31, 2021)
Business office of the Company
Head office: 1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo(6) Status of employees (as of March 31, 2021)
1) Employees in the Group
Business
Unit

Residential
Development
Business
Unit

Commercial
Real EstateBusiness
Unit

Investment
Management
Business
Unit

Property
Brokerage& CRE
Business
Unit

Property &Facility
Management
Business
Unit

Other

Group
overall (incommon)

1,138

1,343

186

1,699

2,492

137

395

7,390

166

573

4

135

2,685

3

12

3,578

Number of
employees
Number of
temporaryemployees
Notes: 1.
2.

Total

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

2) Employees in the Company
Number of employees

Increase/decrease from theprevious fiscal year-end

Average age

Average years of service

261

Increase of 8

43.1

15.4

Notes: 1.
2.
3.

The presentation method with respect to the number of employees has been changed to include those concurrently
serving at Nomura Real Estate Development Co., Ltd. and other subsidiaries of the Company. For the fiscal year
under review, the Company has 236 employees who concurrently serve at its subsidiaries.
Figures stated for average age and average years of service include employees concurrently serving at subsidiaries of
the Company.
The figure for average years of service is calculated based on total length of employment with the Group.

(7) Status of principal lenders (as of March 31, 2021)
The Group follows a general principle of Group financing whereby it is chiefly the Company thatprocures financing and supplies these funds to its subsidiaries and associates. Status of principal
lenders as of the end of the fiscal year under review is as follows:(Millions of yen)
LenderAmount borrowed

MUFG Bank, Ltd.

155,500

Sumitomo Mitsui Banking Corporation

110,500

Mizuho Bank, Ltd.

89,500Sumitomo Mitsui Trust Bank, Limited

50,000Resona Bank, Limited

48,000(8) Other important matters relating to the current status of the GroupNot applicable.

– 37 –

2. Status of the Company(1) Shares of the Company (as of March 31, 2021)
1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
193,099,001 shares(including 10,528,064 treasury shares)
Note:

The total number of shares issued increased by 223,700 shares due to the exercise of stock options.
The number of treasury shares above does not include 1,709,734 shares held by the executive
compensation BIP (Board Incentive Plan) trust and 252,815 shares held by the ESOP (Employee Stock
Ownership Plan) trust for granting stock for employees.

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

25,306
Number of shared held
(Hundreds of shares)

Shareholding ratio (%)

Nomura Holdings, Inc.

647,775

35.48

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

103,586

5.67

Custody Bank of Japan, Ltd. (Trust Account)

89,151

4.88

JPMorgan Securities Japan Co., Ltd.

31,311

1.71

Nomura Real Estate Holdings Employee Shareholding
Association

30,951

1.69

STATE STREET BANK WEST CLIENT - TREATY 505234

19,253

1.05

Custody Bank of Japan, Ltd. (Trust Account 9)19,167

1.04

Custody Bank of Japan, Ltd. (Trust Account 5)

18,391

1.00

Custody Bank of Japan, Ltd. (Trust Account 7)

18,081

0.99

The Master Trust Bank of Japan, Ltd. (executive compensation
BIP trust account; 76272 account)

17,0970.93

Name

Notes: 1.
2.

Although the Company holds 10,528,064 treasury shares, it is excluded from the list of major shareholders above.
The 10,528,064 treasury shares are excluded in the calculation of the shareholding ratio.

5) Status of shares granted to officers of the Company as compensation for their execution ofduties during the fiscal year under review
Not applicable.
6) Other important matters relating to shares
The Company resolved the acquisition of treasury shares, under Article 459, Paragraph 1 of
the Companies Act and Article 32 of the Company’s Articles of Incorporation, at the meetingof the Board of Directors held on January 28, 2021, and made the acquisition as follows. In
addition, the Company resolved the cancellation of treasury shares, under Article 178 of theCompanies Act, at the meeting of the Board of Directors held on January 28, 2021, and thenresolved the total number of treasury shares to be cancelled at the meeting of the Board of
Directors held on April 27, 2021.
Acquisition of treasury shares
Type and number of shares acquired:
Total amount of shares acquired:
Period of acquisition:

1,580,900 common shares¥3,999 million
From January 29, 2021 to April 26, 2021

Cancellation of treasury shares
Type and number of shares cancelled:
Planned date of cancellation:

10,980,064 common shares
May 31, 2021

The Company has introduced a performance-based stock incentive plan for Directors(excluding Directors as Audit & Supervisory Committee Members, External Directors andnon-residents of Japan) (“executive compensation BIP trust”), according to a resolution at the
14th Ordinary General Meeting of Shareholders held on June 26, 2018. At the end of the
fiscal year under review (March 31, 2021), the number of shares of the Company held by the– 38 –

executive compensation BIP trust, including those of major subsidiaries such as Nomura Real
Estate Development Co., Ltd. which introduced same plan, was 1,709,734 shares.
Furthermore, the Company has introduced the “ESOP (Employee Stock Ownership Plan)trust for granting stock,” an incentive plan for employees of the Company and the Group,
according to a resolution at the meeting of the Board of Directors held on February 21, 2019.
At the end of the fiscal year under review (March 31, 2021), the number of shares of theCompany held by the ESOP (Employee Stock Ownership Plan) trust for granting stock was
252,815 shares.

– 39 –

(2) Status of company officers
1) Directors (as of March 31, 2021)
Name

Position and responsibility in the
CompanySignificant concurrent positions

Atsushi Yoshikawa

Director and Chairman of the Board of
Directors

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

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer
Group CEO

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

Seiichi Miyajima

Executive Vice President andRepresentative Director
Group COO

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

Toshiaki Seki

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

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

Makoto Haga

Director and Executive Officer
Group CFO
Supervisor of Management Division
Investor relations

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

Tetsuro Higashi

Director

Outside Director of Seven & i Holdings Co., Ltd.
Outside Director of Ube Industries, Ltd.

Shoichi Nagamatsu

Director

Takao Orihara

Director(Full-time Audit & Supervisory
Committee Member)

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

Yasushi Takayama

Director(Full-time Audit & Supervisory
Committee Member)

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

Akira Ono

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

Yoshio Mogi

Director(Audit & Supervisory Committee
Member)Akiko Miyakawa–

Director(Audit & Supervisory Committee
Member)– 40 ––
Representative of Akiko Miyakawa CPA OfficeName
Tetsu Takahashi

Position and responsibility in the
Company
Director(Audit & Supervisory Committee
Member)Significant concurrent positions
Executive Partner of ITN law office
External Director of McDonald’s Company (Japan),Ltd.
Outside Audit & Supervisory Board Member of
eBOOK Initiative Japan Co., Ltd.

Notes: 1.

Shoichi Nagamatsu was elected as Director at the Ordinary General Meeting of Shareholders held on June 23, 2020,
and assumed his office.
2. Tetsu Takahashi was elected as Director (Audit & Supervisory Committee Member) at the Ordinary General
Meeting of Shareholders held on June 23, 2020, and assumed his office.
3. Director Satoko Shinohara retired at the conclusion of the Ordinary General Meeting of Shareholders held on June23, 2020, due to the expiry of their terms of office.
4. Director Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Akira Ono, Yoshio Mogi,
Akiko Miyakawa and Tetsu Takahashi are External Directors.
5. Director Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Akira Ono, Yoshio Mogi,
Akiko Miyakawa and Tetsu Takahashi are Independent Directors/Auditors as stipulated under the regulations of theTokyo Stock Exchange.
6. Director (Audit & Supervisory Committee Member) Takao Orihara has extensive knowledge of finance andaccounting from his many years of business experience in finance.
7. Director (Audit & Supervisory Committee Member) Yasushi Takayama has extensive knowledge of finance andaccounting from his many years of business experience in finance.
8. Director (Audit & Supervisory Committee Member) Yoshio Mogi has extensive knowledge of finance andaccounting due to his business experience as CFO at a company listed on the First Section of the Tokyo Stock
Exchange.
9. Director (Audit & Supervisory Committee Member) Akiko Miyakawa has great knowledge and experience andprofound insights as an expert at accounting and auditing acquired through her many years working as a Certified
Public Accountant.
10. The Company appoints full-time Audit & Supervisory Committee Members to strengthen the auditing andsupervising function by collecting information from the Directors (excluding Audit & Supervisory Committee
Members), Executive Officers, employees, etc., attending at important company meetings, and ensuring sufficient
coordination between the committee and the internal audit department and others.
11. Director (Audit & Supervisory Committee Member) Tetsu Takahashi retired from his position as Outside Director(Audit and Supervisory Committee Member) of ZOOM CORPORATION on March 30, 2021.
12. Nomura Real Estate Urban Net Co., Ltd., where Directors (Audit & Supervisory Committee Members) Takao
Orihara and Yasushi Takayama concurrently serve in significant positions, changed its corporate name to Nomura
Real Estate Solutions Co., Ltd. on April 1, 2021.
13. As of April 1, 2021, positions and responsibilities and significant concurrent positions of Directors Atsushi
Yoshikawa, Seiichi Miyajima, Toshiaki Seki, Makoto Haga and Shoichi Nagamatsu are as follows:
Position and responsibility in the
Name
Significant concurrent positions
Company
Atsushi Yoshikawa

Director

Outside Director of Ryohin Keikaku Co., Ltd.

Seiichi Miyajima

Director

Senior President of Nomura Real Estate
Development Co., Ltd.

Toshiaki Seki

Director

Director of Nomura Real Estate Life & Sports Co.,Ltd.
Director of Nomura Real Estate Hotels Co., Ltd.
Director of UHM Co., Ltd.

Makoto Haga

Director and Executive Officer
Director and Senior Managing Executive Officer ofBusiness Unit Manager of Commercial Nomura Real Estate Development Co., Ltd.
Real Estate Business Unit
Director of Nomura Real Estate Building Co., Ltd.

Shoichi Nagamatsu

Director and Chairman of the Board of Director of Nomura Real Estate Development Co.,
Directors
Ltd.

2) Outline of limited liability agreements
Directors Atsushi Yoshikawa, Tetsuro Higashi, and Shoichi Nagamatsu and six Directors(Audit & Supervisory Committee Members), have entered into agreements with the Company
to limit their liability for damages provided for in Article 423, Paragraph 1 of the Companies
Act, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. The
maximum amount of liability based on the said agreements, on condition that they performtheir duties in good faith and without gross negligence, shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

– 41 –

3) Compensation, etc. for Directors
a. Policy, etc. regarding decisions on the details of compensation, etc. for Directors
At a meeting of the Board of Directors, the Company resolved the policy for deciding thedetails of the compensation, etc. for each individual Director excluding Audit & Supervisory
Committee Members. In addition, the Company established the Advisory Committee
Relating to Nominations and Compensation, where the majority of members composing thatbody are Independent External Directors, and the Board of Directors resolved the operation,etc. of the compensation plan for the Directors, based on the deliberation by the committee
and on the committee’s opinion reported to the Board of Directors.
Furthermore, the Board of Directors has judged that the compensation, etc. for eachindividual Director in the fiscal year under review is in line with this policy regarding
decisions of compensation, etc. as it has confirmed that the method for deciding the details ofcompensation, etc. and the details of the compensation, etc. that were determined areconsistent with this policy regarding decisions of compensation, etc.
The details of the policy regarding decisions of the details of the compensation, etc. for eachindividual Director are as follows.
A) Basic policya) Compensation for Directors consists of a structure that is linked to the Mid- toLong-term Business Plan, etc. in order to sufficiently work as an incentive for thesustainable improvement of corporate value, and the Company’s basic policy indeciding compensation for each Director is to provide an appropriate level ofcompensation according to the role and position as a Director.
b) Operation and revision of the compensation plan for Directors and the amount of
the compensation for Directors are determined by the Board of Directors based on
the deliberation by the Advisory Committee Relating to Nominations andCompensation and its opinion reported to the Board of Directors.
c) In reviewing the appropriateness of the compensation level and the content of theshare-based compensation plan, the Company takes consideration of factors suchas the size of the Company and business characteristics, after obtaining advice
from an external compensation consultant as necessary.
d) Compensation of Directors concurrently serving as Executive Officers consists of“base compensation,” “bonus” and “share-based compensation” so that it works
as a clear incentive to improve performance not only for the short-term, but also
for the medium- to long-term.
e) Compensation of the Chairman of the Board of Directors is made up of the “basecompensation” and the “restricted shares (“RS”) portion of share-based
compensation,” taking into account the sharing of interests with shareholders,since the Chairman of the Board of Directors is responsible for supervising
execution of business from an objective standpoint and also for enhancing longterm corporate value.
f) Compensation of Part-time Internal Directors and External Directors consists
only of “base compensation” due to their role of supervising the businessexecution from an objective standpoint.
B) Policy regarding decisions on the percentage of each type of compensation for each
Directora) The composition ratio of each type of compensation for Directors concurrently
serving as Executive Officers is decided based on b) and d) in A) above.
b) The composition ratio of each type of compensation for the Director andChairman of the Board of Directors is decided based on b) and e) in A) above.
c) Compensation of Part-time Internal Directors and External Directors consists
only of “base compensation” based on b) and f) in A) above.

– 42 –C) Policy regarding decisions on the amount of fixed compensation (basecompensation) for each Director (including the policy regarding decisions on thetiming and conditions for paying compensation)a) The amount of fixed compensation (base compensation) for each Director shallbe determined according to the role and position as a Director.
b) The fixed compensation (base compensation) shall be paid monthly.
D) Policy regarding decisions on the details of variable compensation (bonus andshare-based compensation) for each Director and the calculation method for themonetary amount or number of shares (including the policy regarding decisions on
the timing and conditions for paying compensation)<Bonus>a) The amount of bonus is determined according to the Company’s businessperformance, such as consolidated business profit, and evaluation of individuals.
b) The evaluation of individuals evaluates the progress of initiatives for single-year
and the medium- to long-term, for which achievements are difficult to measure
based only on the figures of financial results.
c) It shall be paid at a certain time after the end of each fiscal year.
<Share-based compensation>a) The performance-based compensation adopts performance-sharing (“PS”)
providing incentive for enhancement of medium- to long-term performance, andimplements, after three years of the commencement of each business year,
delivery or payment (“delivery, etc.”) of the Company’s shares and/or an amountequivalent to the proceeds of converting the Company’s shares into cash (the“Company Shares, etc.”).
b) The non-performance-based compensation adopts restricted shares (“RS”)
providing an incentive for long-term contributions and enhancement of corporate
value to delay delivery, etc. until retirement as an officer.
c) The share-based compensation adopts the system of executive compensation BIP(Board Incentive Plan) trust (the “Trust”). The Company Shares, etc. to bedelivered, etc. is set at one Company’s share per one point, according to thenumber of points calculated based on the below formula.
[Calculation formula of points]
・PS portion
The number of points (the “Number of PS Points”) to be granted to Directors foreach fiscal year during the covered period is calculated by dividing the amount of
pre-determined base compensation with respect to each executive position by theshare price as of the acquisition of the Company’s shares by the Trust.
The number of achievement-linked points shall be calculated by multiplying the
Number of PS Points granted for each fiscal year by the achievement-linked
coefficient determined based on the level of performance three years after the
beginning of the applicable fiscal year.
For the achievement-linked coefficient, the target ranges (0-200%) are set basedon the “business profit” from the viewpoint of profit growth, and return on equity(ROE) from the viewpoint of maintaining the capital efficiency, out of the
management benchmarks listed in the Mid- to Long-term Business Plan.
・RS portion
The number of points (the “Number of RS Points”) to be granted to Directors andadded for each fiscal year during the covered period is calculated by dividing theamount of pre-determined base compensation with respect to each executive– 43 –

position by the share price as of the acquisition of the Company’s shares by theTrust.
E) Matters regarding the method for determining the details of compensation for each
Directora) The determination of the specific details of the amount of base compensation andbonuses, both of which are monetary compensations, to be paid out is delegatedto the President and Representative Director based on a resolution of the Board of
Directors.
b) The payment level shall be deliberated by the Advisory Committee Relating toNominations and Compensation for the appropriate exercise of the authority
stated in a) above by the President and Representative Director.
F) Other important matters relating to compensation for each Director
Regarding share-based compensation, the Company formulated “share delivery
regulation” to handle repayment claims at an amount equivalent to the Company
Shares, etc. to be delivered, etc. in the event that specific circumstances (improper
conduct, etc.) occur.

– 44 –

b. Total amount of compensation, etc. for the fiscal year under review
Breakdown

Category

Total
payment
amount(Millionsof yen)Total
number of
personspaid

Bonus(Performance-based incentive, etc.)(Millions of yen)

Base compensation(Millions of yen)
Number of
persons paid

Amount paid

Number of
persons paid

Amount paid

497

Directors (excluding
Audit & Supervisory
Committee Members)

8

513

8

297

(Of which,External
Directors)

(2)

(19)

(2)

(19)

(–)

Directors (Audit &Supervisory Committee
Members)

6

158

6

158

–

(Of which,External
Directors)

(4)

(56)

(4)

(56)

(–)

Total

14

672

14

456

4

97

Breakdown

Category

Directors (excluding
Audit & Supervisory
Committee Members)

Share-based compensation, etc.
(Non-monetary compensation, etc.)(Millions of yen)
Performance-based
compensation

Non-performance-based
compensation

Number of
persons paid

Amount paid

Number of
persons paid

Amount paid

4

42

5

75

(Of which,External
Directors)

(–)

(–)

Directors (Audit &Supervisory Committee
Members)––(Of which,External
Directors)

(–)

(–)

Total
Notes: 1.

2.

3.

4

42

5

75

The number of Directors (excluding Directors as Audit & Supervisory Committee Members) is currently seven (ofwhich one is an External Director) as of the end of the fiscal year under review. The reason for the difference with
the number of persons paid shown above is the inclusion of one Director who retired at the conclusion of theOrdinary General Meeting of Shareholders held on June 23, 2020.
The compensation amount (“base compensation” and “bonus”) of Directors has been set as no greater than ¥550
million per year for Directors (excluding Directors as Audit & Supervisory Committee Members) according to a
resolution at the Ordinary General Meeting of Shareholders held on June 26, 2018, and at the time of the resolution,
the number of Directors (excluding Directors as Audit & Supervisory Committee Members) was eight (of which,
two were External Directors). Furthermore, the compensation amount of Directors (Audit & Supervisory Committee
Members) is limited to up to ¥170 million per year according to a resolution at the Ordinary General Meeting of
Shareholders held on June 23, 2020. The number of Directors as Audit & Supervisory Committee Members at thetime of the resolution was six (including four External Directors). The compensation amount of Directors is shownas the amount recorded by the Company as an expense during the fiscal year under review regardless of whether it
was paid during the fiscal year under review.
Apart from the compensation amount for Directors in Note 2 above, a performance-based stock incentive plan for
Directors (excluding External Directors and Directors as Audit & Supervisory Committee Members) was introduced
according to a resolution at the Ordinary General Meeting of Shareholders held on June 26, 2018. In thiscompensation plan, the Company’s contribution to a trust as compensation for Directors (excluding External
Directors and Directors as Audit & Supervisory Committee Members) will not be an amount of more than ¥730
– 45 –

4.

5.

6.

million over the relevant period of three fiscal years, and the number of Directors (excluding Directors as Audit &Supervisory Committee Members) who were subject to the plan at the time of the resolution was six (excluding two
External Directors). The amount paid as “share-based compensation, etc. (non-monetary compensation, etc.)” above
includes performance-based stock incentive recorded as an expense for the fiscal year under review.
The amount paid as “non-performance-based compensation” of “share-based compensation, etc. (non-monetarycompensation, etc.)” above includes the compensation amount in the form of stock options recorded as an expense
during the fiscal year under review (¥870 thousand for five Directors (excluding External Directors and Directors as
Audit & Supervisory Committee Members)). Compensation in the form of stock options is paid within the annual
maximum amount of ¥650 million according to a resolution at the Ordinary General Meeting of Shareholders heldon June 26, 2015, prior to the introduction of the compensation plans shown in Notes 2 and 3 above, and the number
of Directors (excluding Directors as Audit & Supervisory Committee Members) who were subject to the plan at thetime of the resolution was six, excluding two External Directors. The Company has determined to abolish the current
stock options system and stop granting new stock options after granting stock options as compensation for Directors
for the fiscal year ended March 2018.
With respect to the performance-based compensation, the details of factors including the performance indicators thatpertain to bonuses, which are monetary compensation, the calculation method of such bonuses and the reasons forselecting these indicators are as stated in the “a. Policy, etc. regarding decisions on the details of compensation, etc.
for Directors.” The actual results that pertain to performance indicators are as presented in the table below.
Fiscal year ended
Fiscal year ended
Fiscal year ended
March 31, 2019
March 31, 2020
March 31, 2021
Business profit¥79,623 million¥82,833 million¥76,448 million
Year-on-year change
–
+4.0%
-7.7%
With respect to the performance-based compensation, the details of factors including the performance indicators thatpertain to share-based compensation, etc., the calculation method of such share-based compensation, etc. and thereasons for selecting these indicators are as stated in the “a. Policy, etc. regarding decisions on the details ofcompensation, etc. for Directors.” The ranges of performance indicators were decided as presented in the tables
below.

(The ranges for the fiscal year ended March 2021, the third year from the start of the system in the fiscal year ended
March 2019)
RangesResults
The achievement-linked coefficient
0% ~ 200%
22.0%
Business profit¥75,400 million ~ ¥105,600 million¥76,448 million
ROE
6.5% ~ 12.5%
7.4%(The ranges for the fiscal year ending March 2022, the third year from the start of the system in the fiscal year ended
March 2020)
RangesResults
The achievement-linked coefficient
0% ~ 200%–
Business profit¥70,800 million ~ ¥99,200 million–
ROE
6.5% ~ 12.5%–(The ranges for the fiscal year ending March 2023, the third year from the start of the system in the fiscal year ended
March 2021)
RangesResults
The achievement-linked coefficient
0% ~ 200%–
Business profit¥66,600 million ~ ¥93,400 million–
ROE
4.5% ~ 10.5%–
7.
8.

Non-monetary compensation, etc. consists of the Company’s shares, etc. and the conditions, etc. for delivery are asstated in the “a. Policy, etc. regarding decisions on the details of compensation, etc. for Directors.”
As stated in the “a. Policy, etc. regarding decisions on the details of compensation, etc. for Directors,” the decisions
on the specific details concerning the amounts of base compensation and bonuses, both of which are monetarycompensation, to be paid out are delegated to the President and Representative Director Eiji Kutsukake based on a
resolution of the Board of Directors. Therefore, the President and Representative Director shall decide the details.
The reason for this delegation to the President and Representative Director is that the Company has judged thePresident and Representative Director as appropriate to conduct the individual evaluation of each Director whileconsidering, among other things, performance of the Company overall. The payment level is deliberated by theAdvisory Committee Relating to Nominations and Compensation for the appropriate exercise of the decisionauthority delegated to the President and Representative Director.

– 46 –

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

Name
Tetsuro Higashi

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Significant concurrent positions

Not applicable

Outside Director of Ube Industries,
Ltd.

Not applicable

Partner of Spring Partners

Not applicable

Director
Yoshio Mogi
(Audit & Supervisory
Committee Member)
Director
Akiko Miyakawa(Audit & Supervisory
Committee Member)
Director
Tetsu Takahashi(Audit & Supervisory
Committee Member)

Relationship with the Company

Outside Director of Seven & i
Holdings Co., Ltd.

–
Representative of Akiko Miyakawa
CPA Office–
Not applicable

Executive Partner of ITN law office

Not applicable

External Director of McDonald’sCompany (Japan), Ltd.

Not applicable

Outside Director (Audit andSupervisory Committee Member) of
ZOOM CORPORATION

Not applicable

Outside Audit & Supervisory Board
Not applicable
Member of eBOOK Initiative Japan
Co., Ltd.
Note: Director (Audit & Supervisory Committee Member) Tetsu Takahashi was Outside Director (Audit and Supervisory
Committee Member) of ZOOM CORPORATION but he retired from his position on March 30, 2021.

– 47 –

b. Main activities for the fiscal year under review
Category
Director

Name
Tetsuro Higashi

Main activities and outline of duties performed in relation to expected roles
Mr. Higashi attended 15 out of 15 meetings of the Board of Directors held
during the fiscal year under review. He is expected to contribute tostrengthening the supervisory function of the Board of Directors and ensuring
fair and transparent management. He expressed his opinions at the meetings ofthe Board of Directors by drawing on his wealth of knowledge, experience, andprofound insights related to corporate management. In addition, he is a memberof the Advisory Committee Relating to Nominations and Compensation.

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Mr. Ono attended 15 out of 15 meetings of the Board of Directors and 14 out of
14 meetings of the Audit & Supervisory Committee held during the fiscal year
under review. He is expected to contribute to strengthening the supervisory
function of the Board of Directors and the corporate governance structure, as
well as to enhancing the auditing structure. He expressed his opinions at themeetings of the Board of Directors and at the meetings of the Audit &Supervisory Committee by drawing on his wealth of knowledge, experience,and profound insights as a legal expert. In addition, he is a member of theAdvisory Committee Relating to Nominations and Compensation.

Director
Yoshio Mogi
(Audit & Supervisory
Committee Member)

Mr. Mogi attended 15 out of 15 meetings of the Board of Directors and 14 out
of 14 meetings of the Audit & Supervisory Committee held during the fiscal
year under review. He is expected to contribute to strengthening the supervisory
function of the Board of Directors and the corporate governance structure, as
well as to enhancing the auditing structure. He expressed his opinions at themeetings of the Board of Directors and at the meetings of the Audit &Supervisory Committee by drawing on his wealth of knowledge, experience,and profound insights related to corporate management. In addition, he is amember of the Advisory Committee Relating to Nominations andCompensation.

Director
Akiko Miyakawa(Audit & Supervisory
Committee Member)

Ms. Miyakawa attended 15 out of 15 meetings of the Board of Directors and 14
out of 14 meetings of the Audit & Supervisory Committee held during the fiscal
year under review. She is expected to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governancestructure, as well as to enhancing the auditing structure. She expressed her
opinions at the meetings of the Board of Directors and at the meetings of the
Audit & Supervisory Committee by drawing on her wealth of knowledge,
experience, and profound insights as an expert at accounting and auditing.

Director
Tetsu Takahashi(Audit & Supervisory
Committee Member)

Mr. Takahashi attended 10 out of 10 meetings of the Board of Directors and 9out of 9 meetings of the Audit & Supervisory Committee held after he assumed
the position on June 23, 2020. He is expected to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governancestructure, as well as to enhancing the auditing structure. He expressed his
opinions at the meetings of the Board of Directors and at the meetings of the
Audit & Supervisory Committee by drawing on his wealth of knowledge,
experience, and profound insights as a legal expert, as a representative of a law
firm, and as an outside director and outside audit & supervisory board member.

– 48 –

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

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

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

79

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

196

Notes: 1.

2.

3.

Since the audit contract between the Company and the Accounting Auditor does not clearly distinguish between theamounts of compensation, etc. for audits conducted based on the Companies Act and based on the Financial
Instruments and Exchange Act, respectively and it is not possible to substantively distinguish them, the amount ofcompensation, etc. to be paid to the Accounting Auditor for the fiscal year under review is the total amount for both.
The Audit & Supervisory Committee obtained necessary resources and received reports from the Directors, financedivision and the Accounting Auditor, and upon doing so, it confirmed the Accounting Auditor’s record ofachievements and record of compensation in the past and examined the Accounting Auditor’s audit plan and groundsof the calculation of the compensation estimate for the fiscal year under review. As a result, the Audit & Supervisory
Committee judged that the Accounting Auditor’s amount of compensation, etc. was suitable and provided its consent
pursuant to Article 399, Paragraph 1 of the Companies Act.
Of the Company’s major subsidiaries, Lothbury Investment Management Limited, and ZEN PLAZA CO., LTD are
subject to auditing by Certified Public Accountants and auditing firms (including those with equivalentqualifications overseas) other than the Company’s Accounting Auditor.

3) Description of non-auditing services
The Company pays compensation to the Accounting Auditor for services related to preparing
the comfort letter associated with bond issuance, which are outside the services under Article
2, Paragraph 1 of the Certified Public Accountants Act.
4) Policy for dismissal or non-reappointment decision of Accounting Auditor
If the Accounting Auditor is recognized as falling under any of the items listed in Article 340,
Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall dismiss the
Accounting Auditor with the unanimous consent of all Audit & Supervisory Committee
Members.
In addition, notwithstanding the above, if it is recognized that the Accounting Auditor’s
fulfilment of appropriate auditing would be difficult due to the occurrence of reasons thatcompromise the eligibility or independence of the Accounting Auditor, the Audit &Supervisory Committee shall propose the dismissal or non-reappointment of the Accounting
Auditor at a General Meeting of Shareholders.

– 49 –

(4) Policy regarding decisions on the dividends of surplus
Under the Mid- to Long-term Business Plan, which was formulated in April 2019, the Company
has targeted the total return ratio in each fiscal year to be around 40-50% in Phase 1 (from fiscal
year ended March 31, 2020 to fiscal year ending March 31, 2022).
Based on these guidelines, the dividend forecast for the fiscal year ended March 31, 2021, wasset at ¥40.0 per share in accordance with the policy of continuing to provide stable dividends.
However, after taking into account the financial results for the fiscal year under review, and thefuture management environment, the Company decided to increase the year-end dividend pershare to ¥42.5. Combined with the second quarter-end dividend already paid, the annual dividend
per share will be ¥82.5.
In addition, treasury shares were purchased* based on comprehensive consideration of factors
such as financial soundness, share price and the business environment. As a result, the total return
ratio for the fiscal year under review was 45.3%.
In regard to the dividend for the next fiscal year, the annual dividend per share will be ¥85.0
based on the policy of ensuring stable increases in dividends based on growth in earnings.
* Acquisition of treasury shares by resolution at the meeting of the Board of Directors held on January 28, 2021
Type and number of shares acquired:
1,580,900 common shares
Total amount of shares acquired:¥3,999 million
Period of acquisition:
From January 29, 2021 to April 26, 2021

– 50 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2021
(Millions of yen)
Liabilities

AssetsCurrent Assets:

1,043,321

Cash and Deposits

71,625

Notes and Accounts Receivable - Trade

19,635

Real Estate for Sale

336,308

Real Estate for Sale in Process

326,165

Land Held for Development

212,727

Equity Investments

28,770

Other

48,104

Allowance for Doubtful Accounts(14)

Non-current Assets:

877,985

Property, Plant and Equipment

714,224

Buildings and Structures

185,727Land

506,097

Other

22,399Intangible Assets

18,468Investments and Other Assets

145,292

Investment Securities

86,428

Leasehold and Guarantee Deposits

27,655

Deferred Tax Assets

23,097

Other

8,111

Allowance for Doubtful Accounts

Total Assets

Current Liabilities:
Notes and Accounts Payable - Trade
Short-term Borrowings
Current Portion of Bonds Payable
Income Taxes Payable
Deposits Received
Provision for Bonuses
Provision for Bonuses for Directors (andOther Officers)
Provision for Loss on Business
Liquidation
Other
Non-current Liabilities:
Bonds Payable
Long-term Borrowings
Leasehold and Guarantee Deposits
Received
Deferred Tax Liabilities
Deferred Tax Liabilities for Land
Revaluation
Provision for Share Awards
Retirement Benefit Liability
Other
Total Liabilities

269,322
61,16287,00010,00018,57225,1408,599
455
1358,3781,065,633
160,000
751,500
58,85559,934
3,891
2,734
16,216
12,501
1,334,956

Net Assets(0)

1,921,306

Shareholders’ Equity
Share Capital
Capital Surplus
Retained Earnings
Treasury Shares
Accumulated Other Comprehensive
IncomeValuation Difference on Available-forSale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
Remeasurements of Defined Benefit
Plans
Share Acquisition Rights
Non-controlling Interests
Total Net Assets
Total Liabilities and Net Assets

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

– 51 –

571,948
118,043
114,433
369,597(30,125)
11,3797,827(1,342)
7,869(995)(1,979)1,406
1,616
586,350
1,921,306

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2021
(Millions of yen)

Operating Revenue
Operating Costs
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Gain on Sales of Non-current Assets
Gain on Reversal of Share Acquisition Rights
Other
Non-operating Expenses
Interest Expenses
Share of Loss of Entities Accounted for Using Equity Method
Other
Ordinary Profit
Extraordinary Income
Subsidies for Employment Adjustment
Extraordinary Losses
Impairment Losses
Loss on COVID-19
Loss on Building Reconstruction
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
ProfitProfit Attributable to Non-controlling Interests
Profit Attributable to Owners of Parent
Note: The figures are denoted by rounding fractions down to the unit indicated.

– 52 –

580,660
397,602
183,057
106,724
76,333
747
95
63
96
123
368
11,115
9,015
510
1,590
65,965
565
565
3,710
1,285
1,715
708
62,82024,752(4,159)42,22728
42,198

NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2021
(Millions of yen)
Liabilities

AssetsCurrent Assets:
Cash and Deposits

54,188

Accounts Receivable - Trade

1,921

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

Tools, Furniture and Fixtures

88

Intangible Assets

1,513

Software1,509

Investments and Other Assets
Investment Securities

Long-term Loans Receivable from
Subsidiaries and Associates

809,800

Long-term Prepaid Expenses
Deferred Tax Assets
Other
Allowance for Doubtful Accounts

Provision for Bonuses

252

Provision for Bonuses for Directors (andOther Officers)

97

Other

91
915,181Bonds Payable

160,000

Long-term Borrowings

751,500
349
3,331

Total Liabilities

1,059,891
Net Assets

Shareholders’ Equity:289,273

4,662

Share Capital

118,043

495

Capital Surplus

118,407

Legal Capital Surplus

0(1,268)Retained Earnings
Other Retained Earnings
Reserve for Purchase of SpecificSharesRetained Earnings Brought Forward
Treasury Shares

82,94882,94833
82,914(30,125)(19)

Valuation Difference on Available-forsale Securities(5)

Deferred Gains or Losses on Hedges(14)

Total Net Assets
1,350,551

118,407

Valuation and Translation Adjustments:

Share Acquisition Rights:

Total Assets

189
45,388

Other

426

546
1,144

Provision for Share Awards

998,161

184,044

10,000Non-current Liabilities:

3

Shares of Subsidiaries and Associates

Current Portion of Bonds Payable

Deposits Received

999,800

37

87,000

Income Taxes Payable

5,249

Buildings

Short-term Borrowings

Accrued Expenses

289,181125

144,709

Accounts Payable - Other

210

Property, Plant and Equipment

Other

Current Liabilities:

350,750

Total Liabilities and Net Assets

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

– 53 –

1,406
290,659
1,350,551

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2021
(Millions of yen)

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

– 54 –

44,822
26,217
13,364
854
4,385
9,525
35,297
8,916
26,381
25
0
4
10
7
1
77
52
16
9
26,329
123
123
4,090
4,090
22,362328
115
21,918

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

Independent Auditor’s Report
May 14, 2021
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toshihiro Morishige (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements, which
comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net
assets and the notes to the consolidated financial statements of Nomura Real Estate Holdings, Inc. (the “Company”) applicableto the fiscal year from April 1, 2020 through March 31, 2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position and results of operations of the Nomura Real Estate Group, which consisted of the Company and consolidated
subsidiaries, applicable to the fiscal year ended March 31, 2021 in conformity with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements sectionof our report. We are independent of the Company and its consolidated subsidiaries in accordance with the ethical requirementsthat are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Management’s and Audit & Supervisory Committee’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
the consolidated financial statements with the assumption of a going concern, and in accordance with accounting principles
generally accepted in Japan, for disclosing, as necessary, matters related to going concern. Audit & Supervisory Committee is
responsible for overseeing the Directors’ performance of duties within the maintenance and operation of the financial reporting
process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on the
consolidated financial statements based on our audit from an independent point of view. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence thedecisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:・ Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ When auditing the consolidated financial statements, obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control.

– 55 –

・ Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and related notes thereto.
・ Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of a going concern
by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the consolidated financial
statements or, if the notes to the consolidated financial statements on material uncertainty are inadequate, to express aqualified opinion with exceptions on the consolidated financial statements. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
・ Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated financial statements
are in accordance with accounting standards generally accepted in Japan, as well as evaluate the presentation, structure, andcontent of the consolidated financial statements, including the related notes thereto, and whether the consolidated financial
statements fairly present the underlying transactions and accounting events.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervisionand performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit process, andother matters required by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and to communicate with them all relationships and other matters that may reasonably bedeemed to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be stated incompliance with the Certified Public Accountants Act.

– 56 –

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

Independent Auditor’s Report
May 14, 2021
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toshihiro Morishige (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (Seal)
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial statements,
which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statementof changes in net assets, the notes to the non-consolidated financial statements and the related supplementary schedules of
Nomura Real Estate Holdings, Inc. (the “Company”) (hereinafter referred to as the “non-consolidated statements, etc.”)
applicable to the 17th business year from April 1, 2020 through March 31, 2021.
In our opinion, the non-consolidated financial statements, etc. referred to above present fairly, in all material respects, thefinancial position and results of operations of Nomura Real Estate Holdings, Inc. applicable to the 17th business year ended
March 31, 2021 in conformity with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements, etc.
section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Japan, and we have fulfilled our ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Management’s and Audit & Supervisory Committee’s Responsibility for the Non-consolidated Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the non-consolidated financial statements, etc. inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of the non-consolidated financial statements,
etc. that are free from material misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, etc., management is responsible for assessing whether it is appropriate toprepare the non-consolidated financial statements, etc. with the assumption of a going concern, and in accordance withaccounting principles generally accepted in Japan, for disclosing, as necessary, matters related to going concern. Audit &Supervisory Committee is responsible for overseeing the Directors’ performance of duties within the maintenance and operationof the financial reporting process.
Auditor’s Responsibility for the Audit of the Non-consolidated Financial Statements, etc.
Our responsibilities are to obtain reasonable assurance about whether the non-consolidated financial statements, etc. as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses our opinion on
the non-consolidated financial statements, etc. based on our audit from an independent point of view. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the decisions of users of these non-consolidated financial statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit process to perform the following:・ Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor. Obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ When auditing the non-consolidated financial statements, etc., obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances in making risk assessments, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.

– 57 –

・ Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates made by management and related notes thereto.
・ Conclude on the appropriateness of preparing the non-consolidated financial statements, etc. with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the notes to the non-consolidated
financial statements, etc. or, if the notes to the non-consolidated financial statements, etc. on material uncertainty are
inadequate, to express a qualified opinion with exceptions on the non-consolidated financial statements, etc. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
・ Evaluate whether the presentation of the non-consolidated financial statements, etc. and notes to the non-consolidated
financial statements are in accordance with accounting standards generally accepted in Japan, as well as evaluate thepresentation, structure, and content of the non-consolidated financial statements, etc., including the related notes thereto, andwhether the non-consolidated financial statements, etc. fairly present the underlying transactions and accounting events.
We report to the Audit & Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit process, andother matters required by auditing standards.
We also provide the Audit & Supervisory Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and to communicate with them all relationships and other matters that may reasonably bedeemed to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

– 58 –

Audit Report of the Audit & Supervisory Committee(Translation)

Audit Report
The Audit & Supervisory Committee has conducted audit on the execution of duties by Directors for the 17th business year from
April 1, 2020 to March 31, 2021, and hereby reports the methods, details and results of audit as follows:
1. The Methods and Details of the Audit
With regard to the resolution of the Board of Directors concerning the matters stipulated in Article 399-13, Paragraph 1, Item
1, (b) and (c) of the Companies Act, as well as the system (the internal control system) developed based on such resolution,
the Audit & Supervisory Committee received reports regularly and requested explanation as necessary from the Directors,
Executive Officers, employees, etc. on the establishment and operation of such system, expressed its opinion, and conducted
audit by the following methods.
1) In accordance with the Audit & Supervisory Committee audit criteria established by the Audit & Supervisory Committee,
as well as the auditing policies and allocation of duties, we cooperated with the internal control department of the Company;
attended significant meetings; obtained reports on matters related to the execution of duties from Directors, Executive
Officers, employees, etc.; requested explanation as necessary; reviewed documents which record approval of material
matters; and conducted investigations regarding the status of the business operations and assets. With respect tosubsidiaries, the Audit & Supervisory Committee communicated and exchanged information with Directors, Executive
Officers, Audit & Supervisory Board Members, etc. of the subsidiaries, and received business reports from subsidiaries asnecessary.
2) The Audit & Supervisory Committee monitored and verified if the Accounting Auditor kept its independent position andperformed appropriate audit, received reports on the execution of duties from the Accounting Auditor, and requested
explanation as necessary. Also, a notice informing that the “system to ensure appropriate execution of duties” (set forth initems of Article 131 of the Ordinance on Accounting of Companies) has been established in accordance with the standards
for auditing quality control and others was received from the Accounting Auditor, and we requested explanation asnecessary.
Based on the methods as described above, the Audit & Supervisory Committee examined the business report andsupplementary schedules, the non-consolidated financial statements (the non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and the notes to the non-consolidated financial
statements) and supplementary schedules, and the consolidated financial statements (the consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets and the notes to the consolidated financial
statements) for the business year under review.
2. Results of Audit(1) Audit results of business report and other documents concerned
1) We confirm that the business report and supplementary schedules comply with the laws and regulations and with the
Articles of Incorporation and correctly represent the Company status.
2) We have not detected any misconduct or material fact of violation of the relevant laws and regulations or the Articles ofIncorporation in connection with the execution of duties by Directors.
3) We confirm that the content of the resolution of the Board of Directors concerning the internal control system is fair andreasonable. Furthermore, we have not found anything that should be pointed out with respect to the content of the business
report and the execution of duties by Directors concerning the internal control system.
(2) Audit results of the non-consolidated financial statements and supplementary schedules
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are
appropriate.
(3) Audit results of the consolidated financial statements
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are
appropriate.
May 17, 2021
Nomura Real Estate Holdings, Inc. Audit & Supervisory Committee
Audit & Supervisory Committee Member (Full-time) Takao Orihara(Seal)
Audit & Supervisory Committee Member (Full-time) Yasushi Takayama (Seal)
Audit & Supervisory Committee Member
Akira Ono
(Seal)
Audit & Supervisory Committee Member
Yoshio Mogi
(Seal)
Audit & Supervisory Committee Member
Akiko Miyakawa (Seal)
Audit & Supervisory Committee Member
Tetsu Takahashi (Seal)(Note) Audit & Supervisory Committee Members Akira Ono, Yoshio Mogi, Akiko Miyakawa and Tetsu Takahashi are External
Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

– 59 –