Please note that the following is an unofficial English translation of a part of Japanese original text of the Notice of Convocationof the 12th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides thistranslation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event ofany discrepancy between this translation and the Japanese original, the latter shall prevail.

(Code: 3231)
June 7, 2016

To: Shareholders

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

Notice of Convocation of the 12th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 12th Ordinary General Meeting of Shareholders of
Nomura Real Estate Holdings, Inc., which will be held as follows.
If you are unable to attend the meeting in person, you may exercise your voting rights by eitherof the following two methods. Please review the attached reference documents for the General Meetingof Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 28 (Tuesday), 2016.
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 access the website for exercising voting rights specified by the Company (http://www.evote.jp/,
Japanese-only) and enter your approval or disapproval for the proposal listed thereon before the deadline
stated above.

Description
1. Date and Time:

Wednesday, June 29, 2016, at 10:00 a.m.

2. Place:

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

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 12th term (from April 1, 2015
to March 31, 2016); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee

Matter to be Resolved:
Proposal:

Election of Eight (8) Directors (Excluding Director & 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 electronically 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.

–1–

*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*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]
http://www.nomura-re-hd.co.jp/english/ir/–2–

CONSOLIDATED BALANCE SHEETAs of March 31, 2016
(Millions of yen)
Liabilities

AssetsCurrent Assets:

608,779

Cash and Deposits

57,593

Notes and Accounts Receivable-trade

15,371

Real Estate for Sale

78,132

Real Estate for Sale in Process

269,546

Land Held for Development

148,729

Equity Investments

819

Deferred Tax Assets

5,285

Other

33,338

Allowance for Doubtful Accounts(38)

Noncurrent Assets:

876,670

Property, Plant and Equipment

779,091

Buildings and Structures

235,068

Land

523,696

Other

20,325Intangible Assets

10,681

Investments and Other Assets

86,897

Investment Securities

45,511

Lease and Guarantee Deposits

21,379Deferred Tax Assets

14,840

Other

5,167

Allowance for Doubtful Accounts

Total Assets(0)1,485,449

Current Liabilities:
Notes and Accounts Payable-trade
Short-term Loans Payable
Income Taxes Payable
Deposits Received
Deferred Tax Liabilities
Provision for Bonuses
Provision for Directors’ Bonuses
Provision for Loss on Business
Liquidation
Other
Noncurrent Liabilities:
Bonds Payable
Long-term Loans Payable
Lease and Guarantee Deposits Received
Deferred Tax Liabilities
Deferred Tax Liabilities for Land
Revaluation
Provision for Loss on Subleasing
Business
Net Defined Benefit Liability
Other
Total Liabilities

289,107
51,162
137,300
13,232
29,617
17
7,073
738
61
49,903739,933
60,000524,600
63,76664,0703,900
313
18,0185,264
1,029,041

Net Assets
Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Stock
Other Comprehensive Income:
Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
Remeasurements of Defined Benefit
Plans
Subscription Rights to Shares:
Non-Controlling Interests :Total Net Assets
Total Liabilities and Net Assets

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

–3–

433,642
116,598
109,842
207,203(3)
11,212
6,664
155
7,861
43
(3,513)
1,685
9,868
456,408
1,485,449

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2016
(Millions of yen)

Operating Revenue
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Income
Non-Operating Income
Interest Income
Dividends Income
Equity in Earnings of Affiliates
Other
Non-Operating Expenses
Interest Expenses
Other
Ordinary Income
Extraordinary Losses
Impairment Loss
Loss on Valuation of Investment Securities
Income before Income Taxes and Minority Interests
Income Taxes-current
Income Taxes-deferred
ProfitProfit Attributable to Non-Controlling Interests
Profit Attributable to Owners of the Parent
Note: The figures are denoted by rounding fractions down to the unit indicated.

–4–

569,545
391,571
177,973
97,06180,912
1,555
71
1,007
16
459
9,787
7,817
1,970
72,679
1,705
1,426
278
70,97420,992824
49,157
1,975
47,182

Reference Documents for the General Meeting of Shareholders
Proposal:

Election of Eight (8) Directors (Excluding Director & Audit & Supervisory
Committee Members)

The term of office of all of the eight (8) directors (excluding director & audit & supervisorycommittee 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 eight (8) directors.
The candidates for director are as follows.

1

Kamezo Nakai

Reelection(Date of Birth: July 30, 1950)

Chair

Shareholdings: Common share 4,300

Apr. 1974 Joined Nomura Securities Co., Ltd. (currently, Nomura
Holdings, Inc.)
Jun. 2011 President (Representative Director) of Nomura Real Estate
Holdings, Inc.
Feb. 2012 Director and Executive Officer of Nomura Real Estate
Development Co., Ltd.
Apr. 2012 President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Development Co., Ltd.
May 2012 President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Chair (Representative Director) of Nomura Real Estate
Development Co., Ltd.
(To present)
Jun. 2015 Chair (Representative Director) of Nomura Real Estate
Holdings, Inc.
(To present)(Significant Concurrent Positions)
Chair (Representative Director) of Nomura Real Estate Development Co.,Ltd.
(Reasons for Nomination as a Candidate for Director)
Kamezo Nakai has experiences as President and Chair of the Company
and Nomura Real Estate Development Co., Ltd. He has been nominated asa candidate for Director because it is expected that he will continue
contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of
the Company by drawing on his substantial management achievements andknowledge at the Group.

–5–

2

Eiji Kutsukake

Reelection(Date of Birth: September 12, 1960)

President

Shareholdings: Common share 3,000

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 Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2011 Senior Corporate Managing Director Chief Operating Officer
of Nomura Holdings, Inc.
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 Director (Representative Director) and Executive Vice
President of Nomura Real Estate Holdings, Inc.
Jun. 2015 President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Holdings, Inc.
(To present)(Reasons for Nomination as a Candidate for Director)
Eiji Kutsukake has extensive business and management experience in the
Nomura Group as well as experience as President of the Company.
He has been nominated as a candidate for Director because it is expectedthat he will continue contributing to strengthening the supervisory functionof the Board of Directors and achieving sustained growth and increased
corporate value of the Company by drawing on his substantial
management experience and knowledge.

–6–

3

Seiichi Miyajima

Reelection(Date of Birth: August 3, 1958)

Director

Shareholdings: Common share 37,400

Apr. 1981 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2004 Director of Nomura Real Estate Development Co., Ltd.
Apr. 2008 Senior Executive Officer of Nomura Real Estate Development
Co., Ltd.
Apr. 2009 Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
Apr. 2012 Director (Representative Director) and Senior Managing
Executive Officer of Nomura Real Estate Development Co.,Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2014 Director (Representative Director) and Executive Vice
President of Nomura Real Estate Development Co., Ltd.
Jun. 2014 Director (Representative Director) and Executive Officer of
Nomura Real Estate Holdings, Inc.
(To present)
Apr. 2015 President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Development Co., Ltd.
(To present)(Significant Concurrent Positions)
President (Representative Director) and Chief Executive Officer of
Nomura Real Estate Development Co., Ltd.
(Reasons for Nomination as a Candidate for Director)
Seiichi Miyajima has extensive business experience at the Group as well
as experience as Director. He has been nominated as a candidate for
Director because it is expected that he will continue contributing toachieving sustained growth and increased corporate value of the Company
by drawing on substantial experience and knowledge he has accumulated
on property development in the Residential Development Unit and otheroperations.

–7–

4

Toshiaki Seki

Reelection(Date of Birth: March 27, 1958)

Director

Shareholdings: Common share 31,000

Apr. 1980 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2003 Director of Nomura Real Estate Development Co., Ltd.
Mar. 2007 Managing Director of Nomura Real Estate Development Co.,Ltd.
Apr. 2007 President (Representative Director) of NOMURA LIVINGSUPPORT CO., LTD.
Apr. 2008 President (Representative Director) and Chief Executive
Officer of NOMURA LIVING SUPPORT CO., LTD.
Dec. 2010 President (Representative Director) of Nomura Real Estate
Reform Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director of NOMURA BUILDING MANAGEMENT CO.,LTD. (currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2014 President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Partners Co., Ltd.
Jun. 2014 Director (Representative Director) and Executive Officer of
Nomura Real Estate Holdings, Inc.
(To present)
Apr. 2015 Director of Nomura Real Estate Urban Net Co., Ltd.
Apr. 2015 Chair (Representative Director) of Nomura Real Estate
Partners Co., Ltd.
(To present)
Apr. 2015 President (Representative Director) of Nomura Real Estate
Wellness Co., Ltd.
(To present)
Jun. 2015 Director of MEGALOS CO., LTD. (currently, Nomura Real
Estate Life & Sports Co., Ltd.)(To present)(Responsibilities)
Head of Property & Facility Management Business Unit, Senior Business
Management Dept.
(Significant Concurrent Positions)
Chair (Representative Director) of Nomura Real Estate Partners Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
President (Representative Director) of Nomura Real Estate Wellness Co.,Ltd.
(Reasons for Nomination as a Candidate for Director)
Toshiaki Seki has extensive business experience at the Group as well as
experience as Director. He has been nominated as a candidate for Director
because it is expected that he will continue contributing to achieving
sustained growth and increased corporate value of the Company bydrawing on substantial experience and knowledge he has accumulated on
property development, property & facility management, and otheroperations.

–8–

5

Hiroyuki Kimura

Reelection(Date of Birth: March 30, 1962)

Director

Shareholdings: Common share 11,200

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 (Representative Director) of Nomura Real Estate
Investment Management Co., Ltd.
Apr. 2010 Director of Nomura Real Estate Capital Management Co., Ltd.
Apr. 2010 Director of 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.
(To present)(Responsibilities)
Chief Financial Officer, Investor Relations(Reasons for Nomination as a Candidate for Director)
Hiroyuki Kimura has extensive business experience at the Group as well
as experience as Director. He has been nominated as a candidate for
Director because it is expected that he will continue contributing toachieving sustained growth and increased corporate value of the Company
by drawing on substantial experience and knowledge he has accumulated
on finance and accounting, and other operations.

–9–

6

Yukoh Yoshida

Reelection(Date of Birth: August 8, 1962)

Director

Shareholdings: Common share 16,200

Apr. 1986 Joined Nomura Real Estate Development Co., Ltd.
Dec. 2008 Director of NREG TOSHIBA BUILDING Co., Ltd.
(To present)
Apr. 2009 Director and Executive Officer of Nomura Real Estate
Development Co., Ltd.
Jun. 2009 Director of Nomura Real Estate Holdings, Inc.
Apr. 2012 Director and Managing Executive Officer of Nomura Real
Estate Development Co., Ltd.,May 2012 Director and Executive Officer of Nomura Real Estate
Holdings, Inc.
(To present)
Jun. 2012 Director of MEGALOS CO., LTD. (currently, Nomura Real
Estate Life & Sports Co., Ltd)(To present)
Apr. 2014 Director of Nomura Real Estate Partners Co., Ltd.
Apr. 2015 Director and Senior Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.
(To present)
Apr. 2015 Director of Nomura Real Estate Wellness Co., Ltd.
(To present)
Jun. 2015 Director of GEO AKAMATSU CO., LTD.
(To present)
Jun. 2015 Director of Nomura Real Estate Reform Co., Ltd.
(To present)
Apr. 2016 Director of PRIME X. Co., Ltd.
(To present)(Responsibilities)
Supervisor of Management Division, Management of AffiliatedCompanies(Significant Concurrent Positions)
Director and Senior Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
Director of GEO AKAMATSU CO., LTD.
Director of Nomura Real Estate Reform Co., Ltd.
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
(Reasons for Nomination as a Candidate for Director)
Yukoh Yoshida has extensive business experience at the Group as well as
experience as Director. He has been nominated as a candidate for Director
because it is expected that he will continue contributing to achieving
sustained growth and increased corporate value of the Company bydrawing on substantial experience and knowledge he has accumulated on
corporate planning and management of affiliated companies, and otheroperations.

– 10 –

7

External/Independent director
Reelection

Shigeru Matsushima(Date of Birth: October 31, 1949)

External Director
Term of office: 3 years
Attendance at meetings ofBoard of Directors
14/15 (93%)

Shareholdings: Common share –Apr. 1973 Joined Ministry of International Trade and Industry (currently,
Ministry of Economy, Trade and Industry)
Jun. 1998 Deputy Director-General for Agency of Industrial Science andTechnology of Ministry of International Trade and Industry
Sep. 1999 Director-General of Chubu Bureau of International Trade andIndustry of Ministry of International Trade and Industry
Apr. 2001 Professor, Faculty of Business Administration, Hosei
University
Mar. 2007 External Director of CAC Corporation (currently, CAC
Holdings Corporation)(To present)
Apr. 2008 Professor, Tokyo University of Science Graduate School(To present)
Jun. 2008 External Audit & Supervisory Board Member of Nomura Real
Estate Holdings, Inc.
Apr. 2012 External Audit & Supervisory Board Member of Nomura Real
Estate Development Co., Ltd.
Jun. 2013 External Director of Nomura Real Estate Holdings, Inc.
(To present)(Significant Concurrent Positions)
Professor of Tokyo University of Science Graduate School
External Director of CAC Holdings Corporation(Reasons for Nomination as a Candidate for External Director)
Shigeru Matsushima has been nominated as a candidate for External
Director because it is expected that he will continue contributing tostrengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on his wealth ofknowledge, experience, and profound insights acquired in his long career
as an expert in business administration, although he has no previous
experience directly involved in the management of a company.

– 11 –

8

External director
Reelection

Satoko Shinohara(Date of Birth: September 3, 1958)

External Director
Term of office: 2 years
Attendance at meetings ofBoard of Directors
14/15 (93%)

Shareholdings: Common share –Apr. 1983 Joined Koyama Atelier
May 1987 Director of Spatial Design Studio
Oct. 1990 Director of Kengo Kuma and Associates
Nov. 2000 Representative Director of Spatial Design Studio(To present)
Mar. 2009 Representative Director of Kengo Kuma and Associates(To present)
Feb. 2010 Representative Partner of Satoko Shinohara Living Design
Institute LLC(To present)
Apr. 2010 Professor of Japan Women’s University(To present)
Jun. 2014 External Director of Nomura Real Estate Holdings, Inc.
(To present)(Significant Concurrent Positions)
Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma and Associates
Representative Partner of Satoko Shinohara Living Design Institute LLC(Reasons for Nomination as a Candidate for External Director)
Satoko Shinohara has been nominated as a candidate for External Director
because it is expected that she will continue contributing to strengthening
the supervisory function of the Board of Directors and ensuring fair andtransparent management by drawing on her wealth of knowledge,
experience, and profound insights in the field of architecture acquired inher long career as an architect.

Notes:
1. The companies, which Satoko Shinohara represents, have transactions with the Company’s subsidiaries mainly in consulting
for community designs, as described below. There are no special conflicts of interests between the other candidates and theCompany.
(1) Spatial Design Studio, for which Satoko Shinohara serves as Representative Director, has the above describedtransactions with the Company’s wholly owned subsidiary, Nomura Real Estate Development Co., Ltd.
(2) Kengo Kuma and Associates, for which Satoko Shinohara serves as Representative Director, has the above describedtransactions with Nomura Real Estate Development Co., Ltd.
2. Shigeru Matsushima and Satoko Shinohara are candidates for external director. The name of Satoko Shinohara as describedhere and above is her professional name, but her name on the family register is Satoko Kuma.
3. Shigeru Matsushima and Satoko Shinohara are, at present, external directors of the Company. Their term of office as external
directors will be three years for Shigeru Matsushima and two years for Satoko Shinohara at the conclusion of this Ordinary
General Meeting of Shareholders.
4. The Company has entered into agreements with Shigeru Matsushima and Satoko Shinohara to limit their 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
the election of Shigeru Matsushima and Satoko Shinohara is approved, the Company will continue the said agreements witheach of them to limit their liability. The maximum amount of liability based on the said agreements, on condition that they
perform their 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. Shigeru Matsushima 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.

– 12 –

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

– 13 –