Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Security Code: 4307
May 30, 2019
Dear Shareholders,
Shingo Konomoto
President & CEO, Representative Director,
Member of the Board

Nomura Research Institute, Ltd.
1-9-2, Otemachi, Chiyoda-ku, Tokyo

Notice of Convocation of the 54th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 54th Ordinary General Meeting of Shareholders of Nomura ResearchInstitute, Ltd. (hereinafter the “Company”), to be held on Thursday, June 20, 2019, as described below.
If you are unable to attend the meeting, you may exercise your voting rights by postal voting orInternet voting. Please vote in one of the ways described on the following page so that your vote will
be received by 5:00 p.m. on Wednesday, June 19, 2019 (Japan Time).

Details
1.

Date and TimeThursday, June 20, 2019, at 10:00 a.m.
(The reception will start at 9:00 a.m.)

2.

Place

Fukagawa Gatharia, The Company’s Conference Room
(Tower N, first floor)
1-5-15, Kiba, Koto-ku, Tokyo

3.

Objectives of the Meeting▶ Matters to be reported:
The contents of Business Report, Consolidated Financial
Statements, Financial Statements and results of audit by
Accounting Auditor and Audit & Supervisory Board ofConsolidated Financial Statements for the fiscal year from April
1, 2018, to March 31, 2019.
▶ Matters to be resolved:
Proposal 1: Election of Nine (9) Members of the Board
Proposal 2: Election of One (1) Audit & Supervisory Board
Member–1–4.

Voting in Case of Nonattendance

Please examine the attached Reference Documents for the General
Meeting of Shareholders and vote in one of the following so thatyour vote will be received by 5:00 p.m. on Wednesday, June 19,
2019 (Japan Time).
Postal voting
Please return the Voting Form indicating your vote, for or against
each proposal, by the time and date stated above.
Internet voting
Please access the website (https://evote.tr.mufg.jp/; Japaneseonly) and exercise your vote, for or against each proposal, by thetime and date stated above.

5.

Notice Regarding Exerciseof Voting Rights

a.
b.
c.
d.

In the event that your vote, for or against each proposal, is notindicated in the Voting Form submitted to the Company, thevote shall be treated as a vote in favor.
In the event of more than one vote by post, the vote mostrecently received shall be treated as valid.
In the event of more than one vote by Internet, the most recent
vote shall be treated as valid.
In the event of duplicate votes by post and Internet, the Internet
vote shall be treated as valid.

Notes:* You are kindly requested to present the enclosed Voting Form to the receptionist when you attend the meeting. For the purposeof saving resources, please be sure to bring this notice with you.
* Only shareholders of the Company may attend the meeting. In the case of attendance by proxy, the proxy must also be ashareholder of the Company. In addition to the Voting Form for exercising voting rights as proxy and a document evidencing
the authority of proxy, the proxy should submit the proxy’s own Voting Form.
* If any changes have been made to items in the Business Report, the Consolidated Financial Statements, the Financial Statements
and the Reference Documents for the General Meeting of Shareholders, such changes will be posted on the Company’s website(https://www.nri.com/jp/ir/cpd/soukai; Japanese only).

–2–

Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of Nine (9) Members of the Board
The terms of office of all seven (7) Members of the Board will expire at the conclusion of this General
Meeting of Shareholders. In that regard, with the aim of enhancing the corporate governance, the Company
proposes to elect nine (9) Members of the Board, increasing the number of Members of the Board by two(2).
The candidates for the Members of the Board are as follows:(List of candidates)
No.

Name

Attribute of candidate

Current positions in the Company

1

Shingo Konomoto

Reelection

President & CEO, Representative Director,
Member of the Board

2

Hironori Momose

New election–3

Ayumu Ueno

Reelection

Senior Executive Vice President,
Representative Director, Member of theBoard

4

Yasuo Fukami

New election

Senior Executive Managing Director

5

TadashiShimamoto

Reelection

Chairman, Member of the Board

6

Yoshio Usumi

Reelection

Member of the Board7Miwako Doi

Reelection

OutsideIndependent

Member of the Board

8Masatoshi
Matsuzaki

Reelection

OutsideIndependent

Member of the Board

9Hideaki Omiya

Reelection

OutsideIndependent

Member of the Board–3–Candidate
Number1

Shingo Konomoto(February 11, 1960)
April 1985

April 2010
April 2015

June 2015

April 2016
Reasons fornomination
as a candidate
for Member ofthe Board

Candidate
Number247,406

Joined the Company
Senior Managing Director
Division Manager of Consulting Division Ⅲ
Senior Corporate Managing Director
Division Manager of Consulting Division
Senior Executive Managing Director
Head of Business
Head of Consulting
Representative Director, Member of the Board, Senior Executive Managing Director
Head of Business
Head of Consulting
President & CEO, Representative Director, Member of the Board (present)

April 2004
Career summary,positions andareas ofresponsibility
in the Company

Reelection

Number ofthe Company’s
shares held

The candidate has been responsible for the NRI Group’s management as President & CEO,
Representative Director, Member of the Board since 2016 and has abundant experience and achievements
concerning the management of the Company. In addition, he has led the establishment and execution ofVision2022, the NRI Group’s Long-Term Management Vision, and the Medium Term Management Plan
aimed at achieving Vision2022. The Company requests his reelection as Member of the Board to utilize
his experience and understanding gained throughout his career, in the management of the Company.

Hironori Momose(September 15, 1961)

New election

Number of
the Company’s
shares held–

Career summary,positions andareas ofresponsibility
in the Company

April 1985
April 2008
October 2008
April 2013
April 2016
April 2019

Joined The Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Executive Managing Director of Nomura Securities Co., Ltd.
Senior Managing Director of Nomura Securities Co., Ltd.
Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Executive Vice President of Nomura Securities Co., Ltd.
Adviser of Nomura Securities Co., Ltd. (present) *scheduled to retire in June 2019

Reasons fornomination
as a candidatefor Member ofthe Board

The candidate served as Executive Managing Director and Executive Vice President of Nomura
Securities Co., Ltd. He has long-standing experience in the securities industry, which is one of theCompany’s major business areas. The Company requests his election as Member of the Board to utilize
his abundant experience and excellent understanding gained throughout his career, in the supervision ofthe management of the Company.

–4–Candidate
NumberAyumu Ueno

3April 1983
April 2008
April 2013

Career summary,positions andareas ofresponsibility
in the Company

April 2015

June 2015

April 2016

April 2018
Reasons fornomination
as a candidate
for Member ofthe Board

Candidate
Number4

Joined the Company
Senior Managing Director
Deputy Division Manager of Center for Innovative Systems Research forManagement
Senior Corporate Managing Director
Head of Distribution, Communication & Industrial Solutions
Division Manager of Distribution & Communication Solution Division
Senior Executive Managing Director
Head of Distribution, Communication & Industrial Solutions
Head of China & Asia Region Systems
Division Manager of Industrial Solution Business Development Division
Member of the Board, Senior Executive Managing Director
Head of Distribution, Communication & Industrial Solutions
Head of China & Asia Region Systems
Division Manager of Industrial Solution Business Development Division
Representative Director, Member of the Board, Senior Executive Managing Director
Head of Consulting
Head of Industrial IT Solutions
Senior Executive Vice President, Representative Director, Member of the Board
Head of Business (present)

Yasuo Fukami

New election(August 12, 1960)

April 2016

April 2017
April 2019

Reasons fornomination
as a candidate
for Member ofthe Board

25,405The candidate has long-standing experience in business execution and achievements in the area ofindustrial IT solutions. In addition, he has led business growth in such areas as overseas M&A as Head ofBusiness. The Company requests his reelection as Member of the Board to utilize his experience andunderstanding gained throughout his career, in the management of the Company.

April 1983
April 2011
Career summary,positions andareas ofresponsibility
in the Company

Reelection(March 15, 1960)

Number ofthe Company’s
shares held

Number ofthe Company’sshares held

22,277

Joined the Company
Senior Managing Director
Deputy Division Manager of Distribution & Communication Solution Division
Senior Corporate Managing Director
Head of Distribution, Communication & Industrial Solutions
Division Manager of Distribution & Communication Solution Division
Senior Corporate Managing Director
Head of Corporate Administration
Senior Executive Managing Director
Head of Corporate Headquarters (present)

The candidate has a wide range of experience in business execution and achievements in the areas offinancial IT solutions and industrial IT solutions, as well as corporate headquarters. In addition, he hasabundant experience and achievements in global business in Asia and Europe gained through being
responsible for managing local corporations. The Company requests his election as Member of the Board
to utilize his experience and understanding gained throughout his career, in the management of theCompany.

–5–

Candidate
Number5

Tadashi Shimamoto(February 8, 1954)
April 1976
June 2001
April 2002

Career summary,positions andareas ofresponsibility
in the Company

April 2004

April 2008
June 2008
April 2010
April 2015
April 2016

Reasons fornomination
as a candidatefor Member ofthe Board

Joined the Company
Member of the Board
Division Manager of Advanced Information Technology Division
Senior Managing Director
Division Manager of Advanced Information Technology Division
Senior Corporate Managing Director
Division Manager of Advanced Information Technology Division
Deputy Division Manager of Center for Knowledge Exchange & Creation
Senior Executive Managing Director
Head of Business
Representative Director, Member of the Board, Senior Executive Managing Director
Head of BusinessPresident & CEO, Representative Director, Member of the Board
Head of Business
Chairman and President & CEO, Representative Director, Member of the Board
Chairman, Member of the Board (present)

Yoshio Usumi

6Reelection(July 1, 1958)
April 1983
April 2010

April 2015

April 2017June 2017
April 2018
April 2019

Importantconcurrent
positionsReasons fornomination
as a candidate
for Member ofthe Board

124,297

The candidate has abundant experience and achievements concerning the management of the Company,
having served for 6 years as President & CEO, Representative Director, Member of the Board. In
addition, he is putting his efforts into the appropriate operation and vitalization of the Board of Directors
meetings as chairperson. As chairperson of the Nomination Committee, he has also been working toensure objectivity and fairness with respect to the personnel affairs of officers. The Company requests hisreelection as Member of the Board to utilize his experience and understanding gained throughout hiscareer, in the supervision of the management of the Company.

Candidate
NumberCareer summary,positions andareas ofresponsibility
in the Company

Reelection

Number of
the Company’s
shares held

Number of
the Company’s
shares held

31,143Joined the Company
Senior Managing Director
Head of Corporate Planning, Corporate Communications and Legal & Intellectual
Property
Senior Corporate Managing Director
Head of Corporate Administration
Division Manager of Center for Human Resources Development
Senior Corporate Managing Director
Head of Corporate Headquarters
Representative Director, Member of the Board, Senior Corporate Managing Director
Head of Corporate Headquarters
Representative Director, Member of the Board, Senior Executive Managing Director
Head of Corporate Headquarters
Member of the Board (present)

Outside Director of Yahoo Japan Corporation (scheduled to take office in June 2019)
The candidate has long-standing experience in business execution and achievements in the area ofcorporate headquarters. In addition, as chairperson of the Compensation Committee, he has been working
to ensure objectivity and fairness in such matters as determining compensation for Members of theBoard. The Company requests his reelection as Member of the Board to utilize his experience andunderstanding gained throughout his career, in the supervision of the management of the Company.

–6–

Candidate
NumberMiwako Doi

7Career summary,positions andareas ofresponsibility
in the Company

Reelection
OutsideIndependent(June 2, 1954)
April 1979
July 2005
July 2008
April 2014
June 2015

Number of
the Company’s
shares held

1,592

Joined Tokyo Shibaura Electric Co., Ltd. (currently, TOSHIBA CORPORATION)
Senior Fellow of Corporate Research & Development Center of TOSHIBACORPORATION
Chief Fellow of Corporate Research & Development Center of TOSHIBACORPORATION
Auditor of National Institute of Information and Communications Technology(present)
Member of the Board of the Company (present)

Importantconcurrent
positionsAuditor of National Institute of Information and Communications Technology
Outside Director of Isetan Mitsukoshi Holdings Ltd. (scheduled to take office in June 2019)

Reasons fornomination
as a candidate
for Outside
Director

The candidate has long-standing experience as a researcher and a person with responsibilities at a
research and development division in the field of advanced information technology. Although she has notbeen involved in the management of a company in a capacity other than Outside Director, the Company
requests her reelection as Outside Director to utilize her abundant experience and excellent understanding
as a person with expertise gained throughout her career, in the supervision of the management of theCompany from an objective standpoint.

Candidate
Number8

Masatoshi Matsuzaki(July 21, 1950)
April 1976
October 2003
April 2005

Career summary,positions andareas ofresponsibility
in the Company

April 2006
June 2006
April 2009
April 2013
April 2014
June 2016

Importantconcurrent
positionsReasons fornomination
as a candidatefor OutsideDirectorReelection
OutsideIndependent

Number ofthe Company’s
shares held

1,916

Joined Konishiroku Photo Industry Co., Ltd. (currently, KONICA MINOLTA, INC.)
Director of Konica Minolta Business Technologies, Inc. (currently, KONICAMINOLTA, INC.)
Executive Officer of KONICA MINOLTA HOLDINGS, INC. (currently, KONICAMINOLTA, INC.; the same hereinafter)
Representative Director and President of Konica Minolta Technology Center, Inc.
(currently, KONICA MINOLTA, INC)
Senior Executive Officer of KONICA MINOLTA HOLDINGS, INC.
Director and Senior Executive Officer of KONICA MINOLTA HOLDINGS, INC.
Director, President and CEO, and Representative Executive Officer of KONICAMINOLTA HOLDINGS, INC.
Director, President and CEO, and Representative Executive Officer of KONICAMINOLTA, INC.
Director and Chairman of the Board of KONICA MINOLTA, INC. (present)
Member of the Board of the Company (present)

Director and Chairman of the Board of KONICA MINOLTA, INC.
Outside Director of Ichigo Inc.
Outside Director of Nippon Sheet Glass Company, Limited
The candidate has been involved in the management of KONICA MINOLTA, INC. for many years. The
Company requests his reelection as Outside Director to utilize his abundant experience and excellent
understanding concerning corporate management gained throughout his career, in the supervision of themanagement of the Company from an objective standpoint.

–7–Candidate
Number9

Hideaki Omiya(July 25, 1946)
June 1969
June 2002
June 2005

Career summary,positions andareas ofresponsibility
in the Company

Reelection
OutsideIndependent

April 2007
April 2008
April 2013
June 2014
June 2018
April 2019

Number ofthe Company’s
shares held

72

Joined Mitsubishi Heavy Industries, Ltd.
Member of the Board of Mitsubishi Heavy Industries, Ltd.
Member of the Board (Representative Director), Executive Vice President ofMitsubishi Heavy Industries, Ltd.
Member of the Board (Representative Director), Senior Executive Vice President ofMitsubishi Heavy Industries, Ltd.
Member of the Board (Representative Director), President and CEO of Mitsubishi
Heavy Industries, Ltd.
Chairman of the Board (Representative Director) of Mitsubishi Heavy Industries,Ltd.
Chairman of the Board of Mitsubishi Heavy Industries, Ltd.
Member of the Board of the Company (present)
Member of the Board, Senior Executive Adviser of Mitsubishi Heavy Industries, Ltd.
(present)

Member of the Board, Senior Executive Adviser of Mitsubishi Heavy Industries, Ltd. (scheduled to retire
Importantas Member of the Board in June 2019)concurrent
Outside Director of SEIKO EPSON CORPORATION
positions
The candidate has been involved in the management of Mitsubishi Heavy Industries, Ltd. for many years.
Reasons for
The Company requests his reelection as Outside Director to utilize his abundant experience and excellent
nomination
understanding concerning corporate management gained throughout his career, in the supervision of the
as a candidate
management of the Company from an objective standpoint.
for Outside
DirectorNotes:
1. There are no special interests between the candidates and the Company.
2. Miwako Doi, Masatoshi Matsuzaki and Hideaki Omiya are candidates for Outside Directors. The Company specifies themas Independent Directors pursuant to the regulations of the Tokyo Stock Exchange and has notified them to the said stockexchange. If their election is approved, their appointment will be continued.
3. At the conclusion of this meeting, Outside Director candidates Miwako Doi, Masatoshi Matsuzaki and Hideaki Omiya will
have served as Outside Director of the Company for 4 years, 3 years and 1 year, respectively.
4. The Company has respectively entered into a contract with Miwako Doi, Masatoshi Matsuzaki and Hideaki Omiya to theeffect that the liability for damages under Article 423, Paragraph 1 of the Companies Act is limited. The maximum amountof liability under the said contract is the minimum liability amount provided for by laws and regulations. If their election isapproved, the contract will be continuously applied.

–8–

Proposal 2: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Hirofumi Kitagaki will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the Company proposes to elect one (1) Audit &Supervisory Board Member.
The Audit & Supervisory Board has consented to the submission of this proposal at this meeting.
The candidate for the Audit & Supervisory Board Member is as follows:

Candidate

Motoya Nishimura(July 23, 1962)
April 1987
April 2015

Career summaryand positionsin the Company

August 2015

April 2018
April 2019

New election

Number of
the Company’s
shares held

17,515

Joined the Company
Managing Director
Deputy Division Manager of Systems Consulting Division
Managing Director
Deputy Division Manager of Systems Consulting Division
Deputy Division Manager of Insurance Solution Division
Senior Managing Director
Deputy Division Manager of Systems Consulting DivisionCounselor (present)

The candidate has a wide range of experience in business execution and achievements in the areas ofReasons for
consulting and financial IT solutions, as well as corporate headquarters. The Company requests hisnominationelection as Audit & Supervisory Board Member to utilize his experience and understanding gained
as a candidate
throughout his career, in the auditing of the business execution of the Company’s Members of the Board.
for Audit &SupervisoryBoard MemberNote: There is no special interest between the candidate and the Company.

–9–