To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
The fiscal year under review marked a period of gradual recovery in economic activity amid the ongoing
impact of the novel coronavirus disease (COVID-19) pandemic both in Japan and overseas. At the sametime, geopolitical risks have manifested due to Russia’s invasion of Ukraine, and the global economic
situation is changing dramatically. In our Company, each of our business units conducted businessactivities in response to these changes in the environment both in Japan and overseas, aiming to achievea solid recovery in our business performance. In addition to the residential and office businesses, which
addressed changes in the way people live and work, as well as the commercial, hotel, logistics, and otherreal estate development businesses, we have been engaged in business activities to provide new added
value in the service management field. As a result, business profit, etc. posted a record high in the fiscal
year ended March 31, 2022.
In the current fiscal year, we are starting our new mid- to long-term business plan (from FY2023/3
through FY2031/3). To realize our Vision 2030, “Be a ‘Life & Time Developer,’ as never seen before,”
we will evolve and transform approaches and methods of value creation, while achieving high profit
growth and high asset and capital efficiency. We will continue to strengthen our efforts to promotesustainability, viewing the sustainable growth of the Group as an integral part of our contribution to asustainable society.
We will continue to transform and take on challenges under our corporate philosophy 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
2030 Vision

Be a “Life & Time Developer,” as never seen before
Nomura Real Estate Group has always connected closelywith customers’ lives and time, through real estate development
and real estate-related services.
Now, as we confront various social issues,
as well as diversified lifestyles and values,
we must change ourselves.
To enrich people’s respective lives
and every moment of their time,
we will transform ourselves into a “Life & Time Developer”
that creates new, significant values on a global scale.

Action Guideline
Client-first approach
Creating new value based on original ideas
Always being a challenger
Acknowledging our growth with society
Working with vigor and achieving wellness–2–Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
18th 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, 2022

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 18th Ordinary General Meeting of Shareholders

We are pleased to announce the 18th Ordinary General Meeting of Shareholders of Nomura
Real Estate Holdings, Inc. (the “Company”), which will be held as follows.
To prevent COVID-19, we request that shareholders attending the general meeting ofshareholders in person check their own health on the day of the meeting and take steps to prevent
infection, such as wearing a mask.
If you are unable to attend the meeting in person, you may exercise your voting rights by mailor electronic method (via the Internet, etc.). Please review the attached reference documents for the
General Meeting of Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 23(Thursday), 2022.
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:

Friday, June 24, 2022, at 10:00 a.m.

2. Place:

Meiji Kinenkan, Fuji room (2nd floor)
2-2-23 Motoakasaka, Minato-ku, Tokyo
We will take measures to prevent COVID-19 infection at thevenue out of care for the safety of our shareholders. We
appreciate your understanding in advance.

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 18th term (from April 1, 2021
to March 31, 2022); 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: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member
Proposal No. 4: Revision of Amounts and Details of Compensation, etc. under
Performance-based Stock Incentive Plan for Directors (Excluding
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 through electronic method (via the Internet, etc.) multiple
times, only the last vote cast shall be deemed effective.
*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 inshareholders’ equity” and “Notes to consolidated financial statements” of consolidated financial
statements, and 3) “Non-consolidated statement of changes in shareholders’ equity” and “Notes to nonconsolidated financial statements” of non-consolidated financial statements.
*If circumstances arise whereby revisions should be made to the contents of the reference documents for
the General Meeting of Shareholders, the business report, consolidated financial statements, and nonconsolidated financial statements, such notification shall be published on the following Company’s
website.
[The Company’s website] https://www.nomura-re-hd.co.jp/english/ir<Requests to Shareholders>*Depending on the future developments of COVID-19 and announcements from the government orauthorities, 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 explained above, to prevent COVID-19, we ask that shareholders attending the general meeting ofshareholders in person be mindful of their own physical condition on the day, and refrain from
attending the venue if they have a fever or cold symptoms, a strong sense of lethargy or difficulty
breathing, etc.
*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 or are in poor physical condition.
*Officers attending the meeting and staff members will participate the meeting wearing a face mask,
after undergoing physical check, including body temperature measurement test.
<Live Streaming of the General Meeting of Shareholders and Receiving of Questions in Advance>*The General Shareholders Meeting will be livestreamed over the Internet on the day, so thatshareholders can view it from their own homes, as explained in “Information on Livestreaming over theInternet” below.
*We are receiving questions from shareholders in advance. Please refer to “Information on Receiving
Questions in Advance” below for details.

–4–

Guide to Exercising Voting Rights
Please review the attached reference documents for the General Meeting of Shareholders (pages 9 to 29),and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
[By Attending the Meeting]Time and Date: 10:00 a.m. on June 24, 2022
Please present the enclosed proxy card at the reception desk.
If you attend the meeting, you do not need to mail the proxy card or exercise voting rights via theInternet, etc.
[By Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 23, 2022
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, 2022
For details, please refer to page 6.
For institutional investors
Nominal shareholders such as management trust banks (including standing proxies) who have appliedin advance for the use of the electronic voting platform operated by ICJ, Inc. may use such platform in
addition to the aforementioned method of exercising voting rights via the Internet as a method forexercising voting rights electromagnetically.
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 for
Exercisinghttps://evote.tr.mufg.jp/
Voting Rights
1. Access the Website for Exercising Voting
Rights.
2. Enter the “Log-in ID and Temporary
Password,” which are printed on the enclosed
proxy card.
3. Please register a new password.
4. Indicate your approval or disapproval byfollowing the instructions on the screen.

* “QR code” is a registered trademark of 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 or a smartphone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 a.m. – 9:00 p.m.)
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.

–6–

Information on Livestreaming over the Internet
We will livestream the General Meeting of Shareholders over the Internet.
Please refer to “Information on Livestreaming of the General Meeting of Shareholders over the Internet,”
separately enclosed with this Convocation Notice if you would like to know the details of how to watch
the meeting and notes for livestreaming.
Livestreaming date and time

Friday, June 24, 2022, at 10:00 a.m.
(The livestream website will be accessible from 9:30 a.m.)

How to Watch the Meeting• Shareholders who watch the meeting on a PC, tablet, or smartphone can access the dedicatedwebsite using the URL below or the QR code on the reverse side of their proxy card.
• When using the URL to access the website, you need to enter the ID and password printed on thereverse side of your proxy card.
(Be sure to keep the aforementioned ID and password ready at hand.)Livestreaming URL
ID and password

https://engagement-portal.tr.mufg.jp/
The alphanumeric characters printed on the reverse side ofyour proxy card

Notes for Livestreaming• Watching the General Meeting of Shareholders by livestreaming does not correspond to attendanceof a general meeting of shareholders under the Companies Act. As such, shareholders who watch the
General Meeting of Shareholders by livestreaming will not be able to exercise your voting rights on
the day, and we therefore ask that such shareholders exercise their voting rights in advance either by
mail or via the Internet.
• In consideration of the privacy of shareholders who attend the General Meeting of Shareholders on
the day, the livestream display will focus only on the seats of the chairperson and the Board
Members. However, attending shareholders may be captured on video unavoidably in some cases.
Furthermore, please understand in advance that the voices of shareholders asking questions at thevenue will be livestreamed.
• The internet connection status of your PC, smartphone, or tablet device and the status of the line
may prevent your viewing in some cases.
• The telecommunication charge for watching is to be borne by the shareholder.
• It is strictly forbidden to share your ID or password with a third party, to do actions such as
photographing, sound recording, or video recording of the livestream, or to publicly disclose without
permission the content of the livestream using social media.
• Please do not disclose or provide to a third party personal information and matters of personalprivacy obtained via the audio or video stream.

Contact for inquiries regarding
livestreaming

Mitsubishi UFJ Trust and Banking Corporation “Engagement
Portal” dedicated support contact number
Phone: 0120-676-808(toll free only within Japan / weekdays from 9:00 a.m. to 5:00
p.m., except from 9:00 a.m. until the end of the General
Meeting of Shareholders on the day of the meeting)–7–

Information on Receiving Questions in Advance
We will accept questions from shareholders about the matters to be reported and the matters to beresolved at the 18th Ordinary General Meeting of Shareholders over the Internet beforehand.
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 (Fri) until 5:40 p.m. on June 17 (Fri), 2022]

https://krs.bz/nomura-re/m/generalmeeting* 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.

We plan to publish in succession a “video of the proceedings of the General Meeting of
Shareholders” and a “summary of the questions at the General Meeting of Shareholders” on thewebsite provided below by early July.
https://engagement-portal.tr.mufg.jp/* The above “video of the proceedings of the General Meeting of Shareholders” will exclude
the questions and answers.
* You need to enter the ID and password written on the back of your proxy card to access theabove website. You can also access it using the QR code on the back of your proxy card.
* Be sure to keep the aforementioned ID and password ready at hand.
[Contact for inquiries regarding the website]
Mitsubishi UFJ Trust and Banking Corporation “Engagement Portal” dedicated support contact
numberPhone: 0120-676-808 (toll free only within Japan / weekdays from 9:00 a.m. to 5:00 p.m.)–8–

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Partial Amendments to the Articles of Incorporation

1.

Reason for proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(1) Article 14 (Measures, etc. for providing information in electronic format), Paragraph 1 of the
proposed amendments will be newly established since the Company will be obliged to
stipulate in its Articles of Incorporation means of electronic provision of information that
constitutes the content of reference materials for the general meeting of shareholders.
(2) Article 14 (Measures, etc. for providing information in electronic format), Paragraph 2 of the
proposed amendments will be newly established to enable the Company to limit to the scope
stipulated by laws and regulations the scope of items issued in paper format to shareholders
who request issuance in paper format of items provided in electronic format that are content of
the reference materials for the general meeting of shareholders.
(3) When the system for provision of reference materials for the general meeting of shareholders
in electronic format is introduced, since the provisions of Article 14 of the current Articles ofIncorporation (Internet disclosure and deemed provision of reference documents for thegeneral meeting of shareholders, etc.) will no longer be required, they will be deleted.
(4) Supplementary provisions regarding the enforcement of the abovementioned newly establishedand deleted provisions will be established. The supplementary provisions will be deleted after
their prescribed termination date.
2. Contents of amendment
The proposed amendment is as follows:(Amendment underlined.)
Current
As Amended
Article 1. to Article 13. <Omitted>
Article 1. to Article 13. <Unchanged>
Article 14. (Internet disclosure and deemed
provision of reference documents forthe general meeting of shareholders,etc.)
When the Company convenes a general meetingof shareholders, if it discloses information that is
to be stated or presented in the reference
documents for the general meeting ofshareholders, business report, financial
statements and consolidated financial statements(including the accounting auditor’s report andauditor’s report on the consolidated financial
statements) through the internet in accordancewith the provisions prescribed by the Ministry ofJustice Order, it may be deemed that theCompany has provided this information toshareholders.

<Deleted>–9–

Current<Newly established>

Article 15. to Article 34. <Omitted>
Supplementary Provision<Omitted><Newly established>

As Amended
Article 14. (Measures, etc. for providing
information in electronic format)
1. When the Company convenes a general meetingof shareholders, it shall take measures forproviding information that constitutes the content
of reference documents, etc. for the general
meeting of shareholders in electronic format.
2. Among items for which the measures forproviding information in electronic format will betaken, the Company may not include all or someof those items designated by the Ministry ofJustice Order from statements in paper-based
documents to be delivered to shareholders whorequest the delivery of paper-based documents by
the record date of voting rights.
Article 15. to Article 34. <Unchanged>
Supplementary Provision
Article 1. <Unchanged>(Transitional measures regarding measures forproviding information in electronic format, etc.)
Article 2.
1. The deletion of Article 14 of the pre-amended
Articles of Incorporation (Internet disclosure anddeemed provision of reference documents for thegeneral meeting of shareholders, etc.) and the
new establishment of Article 14 of the amended
Articles of Incorporation (Measures, etc. forproviding information in electronic format) shalltake effect on September 1, 2022.
2. Notwithstanding the provision of the preceding
paragraph, Article 14 of the pre-amended Articles
of Incorporation (Internet disclosure and deemed
provision of reference documents for the general
meeting of shareholders, etc.) shall remain
effective regarding any general meeting ofshareholders held on a date within six months
from September 1, 2022.
3. Article 2 of these supplementary provisions shallbe deleted on the date when six months haveelapsed from September 1, 2022 or three months
have elapsed from the date of the general meetingof shareholders in the preceding paragraph,
whichever is later.

– 10 –

Proposal No. 2:

Election of Seven (7) Directors (Excluding Directors as Audit &Supervisory Committee Members)

The term of office of all of the six (6) 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. Also, Director Katsura Ito resigned as Director on March
31, 2022.
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 2023.
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 Positionin the Company

Name

1

Shoichi Nagamatsu

2

Eiji Kutsukake

3

Reelection
Non-executive

Number ofmeetings ofBoard ofDirectors
attended(18th term)

Chair and Director

21/21

Reelection

President and Representative
Director, and Chief Executive
Officer

21/21

Daisaku Matsuo

Reelection

Executive Vice President andRepresentative Director

17/17*

4

Satoshi Arai

New election

Advisor5

Makoto Haga

Reelection

Director and Executive Officer

21/21

6

Hiroshi Kurokawa

Reelection

Director and Executive Officer

17/17*

External Director

20/21

7

Tetsuro Higashi

Reelection
External Director
Independent Director–* The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 24, 2021 is shown.

– 11 –

Reelection Non-executive

No.

Shoichi Nagamatsu

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: July 6, 1958)
1,400 shares
21/21 (100%)
2 years

Apr. 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 Chair and Director 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 Chair and Director of the Company. He has been nominated as a candidate for
Director because it is expected that he will continue contributing to strengthening the supervisory 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. If he is elected, the Company willcontinue 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 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
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.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification 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 in December 2022.

– 12 –

Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
18,500 shares
21/21 (100%)
8 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 insurancecompany and intends to cover litigation expenses and the amount of legal indemnification 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 in December 2022.

– 13 –

Reelection

No.

Daisaku Matsuo

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: October 18, 1964)
21,900 shares
17/17 (100%)*
1 yearApr. 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.
President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Jun. 2021 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Responsibilities
Group COO
Significant Concurrent Positions
President and Representative Director, and Chief Executive Officer of Nomura Real Estate Development
Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Daisaku Matsuo has extensive business and management experience at the Group as well as experience as
Executive Vice President of the Company. He has been nominated as a candidate for Director because itis 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
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 insurancecompany and intends to cover litigation expenses and the amount of legal indemnification 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 in December 2022.
* The number of meetings of the Board of Directors held during the business year under review since theappointment of Director on June 24, 2021 is shown.

– 14 –

New election

No.

Satoshi Arai

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(June 3, 1965)–––

Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2011 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2014 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2017 Senior Managing Director of Nomura Holdings, Inc.
Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2019 Representative Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2022 Director of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc. (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
Satoshi Arai has extensive business and management experience at the Nomura 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 his substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Satoshi Arai and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Satoshi Arai 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 the insurance
policy in December 2022.

– 15 –

Reelection

No.

Makoto Haga

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
22,100 shares
21/21 (100%)
5 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
Development 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. (currently, Nomura Real Estate
Development Co., Ltd.)
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.
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 andachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on real estate development and corporate planning, among
other 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 insurancecompany and intends to cover litigation expenses and the amount of legal indemnification 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 in December 2022.

– 16 –

Reelection

No.

Hiroshi Kurokawa

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: February 2, 1968)
8,500 shares
17/17 (100%)*
1 yearApr. 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. (currently, Nomura Real Estate Hotels 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.
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,
Ltd. (present)
Jun. 2021 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (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 as well as experience
as Director of the Company. He has been nominated as a candidate for Director because it is expected that
he will continue contributing to strengthening the supervisory function of the Board of Directors andachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on corporate planning and financial and capital policies of
the Group, among 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 insurancecompany and intends to cover litigation expenses and the amount of legal indemnification 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 in December 2022.
* The number of meetings of the Board of Directors held during the business year under review since theappointment of Director on June 24, 2021 is shown.

– 17 –

No.

Tetsuro Higashi

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

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–20/21 (95%)
3 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. (currently, UBE Corporation)
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. (currently, UBE Corporation) (present)
Significant Concurrent Positions
Outside Director of Seven & i Holdings Co., Ltd.
Outside Director of UBE Corporation
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 three 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 litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Tetsuro Higashi 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 in December 2022.
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.

– 18 –

Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member
The term of office of the one (1) Director as Audit & Supervisory Committee Member will
expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect one (1) Director as Audit & Supervisory Committee
Member.
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 2024.
Nomination of the candidates for Director as Audit & Supervisory Committee Member has
passed through the deliberation process of the Advisory Committee Relating to Nominations andCompensation, a majority of whose members are Independent External Directors. The Audit &Supervisory Committee has consented to this proposal.
The candidate for Director as Audit & Supervisory Committee Member is as stated on the nextpage.

– 19 –

Tetsu Takahashi

Reelection
External Director
Independent Director(Date of Birth: October 24, 1956)

Shareholdings:–
Attendance at meeting of Board of Directors: 21/21 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:2 years

Apr. 1986 Registered with Tokyo Bar Association
Joined Miyakezaka Law Offices
Jul. 2003 Representative Partner of KASUMIGASEKI PARTNERS LAW OFFICE
Mar. 2006 Outside Audit & Supervisory Board Member of Apple Japan Co., Ltd.
Mar. 2007 External Director of McDonald’s Holdings Company (Japan), Ltd.
External Director of McDonald’s Company (Japan), Ltd.
Jun. 2007 Outside Audit & Supervisory Board Member of Gro-Bels Co., Ltd.
Oct. 2007 Outside Audit & Supervisory Board Member of Bit-isle Inc. (currently, Equinix, Inc.)
Jan. 2012 Outside Audit & Supervisory Board Member of Boox Co., Ltd. (currently, eBOOK Initiative
Japan Co., Ltd.)
Feb. 2012 Outside Audit & Supervisory Board Member of ZOOM CORPORATION
Jun. 2015 Outside Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION
Oct. 2016 Outside Audit & Supervisory Board Member of eBOOK Initiative Japan Co., Ltd.
Jun. 2020 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Dec. 2020 Executive Partner of ITN law office (present)
Mar. 2022 External Director of McDonald’s Holdings Company (Japan), Ltd. (present)
Significant Concurrent Positions
Executive Partner of ITN law office
External Director of McDonald’s Holdings Company (Japan), Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Tetsu Takahashi has great knowledge, experience and profound insights as a legal expert acquired throughhis many years working as a lawyer. He has never in the past been involved in the management of acompany except as an outside director, however he has been nominated as a candidate for External
Director as Audit & Supervisory Committee Member because it is expected that his extensive experienceand knowledge as a representative of a law firm and an outside director and outside audit & supervisoryboard member of other companies will continue contributing 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. Tetsu Takahashi is a candidate for External Director.
2. There is no special conflict of interest between Tetsu Takahashi and the Company.
3. Tetsu Takahashi 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 Tetsu Takahashi 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 litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Tetsu Takahashi isapproved, he will be included as one of the insureds in this insurance policy. The Company will bear– 20 –

6.

the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy in December 2022.
Tetsu Takahashi 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.

– 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. 2 and Proposal No. 3 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.

Name

Fields of expectation for directors

Audit &
Supervisory Years as
Committee director
MemberGender

2 years

Male

○

○
○

Nonexecutive

Real estate
Corporate
Finance & Legal andandOverseasmanageAccounting compliance construc- business
ment
tion

ShoichiNagamatsu

Reelection

Eiji
KutsukakeReelection

8 years

Male○

Daisaku
MatsuoReelection

1 yearMale○

Satoshi Arai

New election

―

Male

Makoto Haga

Reelection

5 years

Male

○
○

○
○

Hiroshi
Kurokawa

Reelection

1 yearMale○○

TetsuroHigashi

Reelection

3 years

Male

○

○

External

Independent

○
○

○

○

○
○

○

○
○

○
○

Hiroyuki
Kimura○1 yearMale○○

YasushiTakayama○

3 years

Male

○

○

Male

○

○

○

○

○

Yoshio Mogi

External

Independent○

3 years

Akiko
Miyakawa

External

Independent○

3 years

FemaleExternal

Independent○

2 years

Male

Tetsu
Takahashi

Reelection

○

○

○
○

○

* The above list does not represent all of the knowledge and experience of the Directors.

– 23 –ICT and Sustainabildigital
ity

○

○

Proposal No. 4: Revision of Amounts and Details of Compensation, etc. under Performance-based
Stock Incentive Plan for Directors (Excluding Directors as Audit & Supervisory
Committee Members)
1.

Reason and Rationale for the Proposal
At the 14th Ordinary General Meeting of Shareholders held on June 26, 2018, the Company
gained shareholder approval for the introduction of a stock incentive plan (the “Plan”) for its
Directors (excluding Directors as Audit & Supervisory Committee Members, External Directors
and non-residents of Japan), and this remains in place to the present day.
In order to achieve sustained high profit growth going forward in a rapidly changing
business environment, the Company has clarified the Group’s vision with respect to the kind ofvalue that the Group seeks to provide to society and its customers in the future as a corporate group.
Guided by this vision and based on the notion that we need to evolve and transform approaches andmethods of value creation, we formulated and released the Nomura Real Estate Group 2030 Vision,“Be a ‘Life & Time Developer,’ as never seen before,” and we furthermore formulated our new
mid- to long-term business plan (the “Business Plan”) in April 2022.
Under this proposal, we seek approval from the General Meeting of Shareholders to continue
holding to the content of the Plan upon its partial revision, undertaken with the aim of, with respect
to the Directors eligible for the performance-based portion of the share-based compensation as
described in “2. Amount and Content of Share-based Compensation, etc. under the Plan Subsequent
to Revision” below, further enhancing the link between the outcomes of managerial effort
undertaken by the Directors toward achieving targets of the Business Plan and the compensation
system; and, furthermore, heightening awareness among External Directors of shared value withshareholders by adding External Directors to Directors who fall within the scope of eligibility forthe non-performance-based portion of the share-based compensation as described in the same
section of this proposal.
Specifically, the revisions will prompt greater awareness of the contribution made by
Directors eligible under the Plan with respect to increasing corporate value over the medium to longterm. The revisions will also bolster awareness of shared interests between such Directors andshareholders by increasing the performance based portion in compensation linked to the Company’s
share. The revisions will furthermore draw out incentive for achieving our business targets.
We will add External Directors of the Company to the scope of eligibility for the nonperformance-based portion of the share-based compensation, as mentioned above, taking into
account the more expansive responsibilities that are expected of external directors in recent times.
This is to serve as incentive for ensuring prevention of damage to the Company’s corporate value
and for maintaining its credibility, with the aim of enhancing corporate governance. We deem thatthese revisions are appropriate on the basis of various factors that include: the share-based
compensation granted to the External Directors are not linked to the Company’s earnings
performance; vesting of the shares is to be deferred until the time of resignation, and; the shares arewithin an appropriate range commensurate with professional roles. Directors as Audit &Supervisory Committee Members will continue not to be eligible with respect to the Plan.
Revision of the Plan has been deliberated by the Advisory Committee Relating toNominations and Compensation, a majority of whose members are Independent External Directors,
in order to ensure transparency and objectivity regarding the process of making decisions oncompensation. Also, the Audit & Supervisory Committee has expressed the opinion that this
proposal is appropriate and there are no matters of concern.
The Company intends to revise its “policy for deciding the details of the compensation, etc.
for each individual Director excluding Audit & Supervisory Committee Members,” subject toapproval of this proposal. We deem that the content of this proposal is appropriate also given that it
is set to align with such policy subsequent to the revision.
With respect to the number of the Directors eligible for the Plan (the “Eligible Directors”),
there are currently six (6) Directors (excluding Directors as Audit & Supervisory Committee
Members; of which one (1) is an External Director), but there are to be seven (7) Directors(excluding Directors as Audit & Supervisory Committee Members; of which one (1) is an External
Director) at the conclusion of this General Meeting of Shareholders, if Proposal No. 2 “Election of– 24 –

Seven (7) Directors (Excluding Directors as Audit & Supervisory Committee Members)” isapproved in its original form.
Reference: Revision of the Plan (Summary)Main categories ofrevision
Covered Period

Proposed revision

Revision aims and reasons

The Covered Period is to encompass three
This is to ensure that established phases
consecutive fiscal years, as is the case under the constituting increments of three fiscal years
current Plan. The Covered Period beginningunder the Business Plan align with the Coveredfrom the fiscal year ended March 31, 2022, is to Periods under the Plan.
conclude as of that fiscal year, pursuant to thePlan prior to revision. Meanwhile, the new
Covered Period is to encompass the threeconsecutive fiscal years beginning from the fiscal
year ending March 31, 2023, pursuant to the Plansubsequent to revision. If procedures for period
extension are implemented, the Plan will apply toeach three fiscal years thereafter.

Persons eligible for non- External Directors of the Company (excluding
performance-based
Directors as Audit & Supervisory Committee
portion*Members and non-residents of Japan) shall be
added to the persons eligible under the existingplan.

The Company expects that the increase incompensation for External Directors, in light of
the recent expansion of their responsibilities, will
be dealt with share-based compensation, which
will work as an incentive to prevent damage to
the Company’s corporate value and maintain its
credibility by sharing value with shareholders aspart of its efforts to strengthen corporate
governance. Vesting of shares will be deferred
until the time of resignation.

Maximum amount ofmoney to be contributed
to the Plan by theCompany and maximum
number of shares to bevested, etc. to Directors

This will result in a higher proportion of
incentive for improving mid- to long-term
performance within the Directors’ compensation
structure, taking into account the need forenhancing awareness toward increasing
corporate value over the mid to long term, andensuring consistency with features of the realestate business, which enlists a medium- to longterm business outlook.

¥1,650 million and 672,000 shares for eachperiod of three fiscal years (of which, there are¥9,900,000 and 4,030 shares maximums perExternal Director for each period of three fiscal
years)* The non-performance-based portion of shares is not linked to performance and consists of the “restricted shares (RS)” portionof share-based compensation of the Company, whereby vesting, etc. is deferred until resignation of each Director and officerof the Group in principle. (Please check the following 4)-ii) and 5)-ii) of section 2. for further details.)

2.

Amount and Content of Share-based Compensation, etc. under the Plan Subsequent to
Revision(major revisions underlined)
1) Outline of the Plan
The Plan is a performance share plan under which the Company’s shares are acquired through atrust using the amount of money to be contributed by the Company and the Company’s shares andthe amount of money equivalent to the converted value of such Company’s shares (the “Company
Shares, etc.”) are vested or paid (“vested, etc.”) to Eligible Directors through the trust in accordancewith the share delivery regulations provided for by the Board of Directors. (See 2) onward for thedetails)
The Plan consists of a “performance-based portion,” under which the Company Shares, etc. arevested, etc. three years after the beginning of each business year, and a “non-performance-based
portion,” under which the Company Shares, etc. are vested, etc. upon the resignation of each
Director and officer of the Group in principle.

– 25 –

i)

ii)

Persons subject to the Plan

Performance-based
portion

The Company’s Directors (excluding Directors as Audit &Supervisory Committee Members, External Directors andnon-residents of Japan)

Non-performance-based
portion

The Company’s Directors (including External Directors, but
excluding Directors as Audit & Supervisory Committee
Members and non-residents of Japan)

Impact which the Company’s shares would have on the total number of shares issued

Maximum amount of money to becontributed by the Company

The maximum amount is ¥1,650 million in three business years (as stated in 2) and 3)
below) (of which, there is ¥9,900,000 per External Director for three business years)

Maximum number of the Company
Shares, etc. (including theCompany’s shares subject toconversion into cash) to be vested,
etc. to Directors and the acquisition
method for such shares• The maximum number of the Company Shares, etc. to be vested, etc. is 672,000
shares in three business years (as stated in 4) below) (of which, there are 4,030
shares per External Director for three business years)• The yearly average at 224,000 shares of the aforementioned maximum number isapproximately 0.12% of the total number of shares issued of the Company (as ofMarch 31, 2022, after deducting treasury shares)• The Trust will acquire the Company’s shares from the Company (disposition oftreasury shares) or the stock marketiii)

Measurement of the level ofachievement of performancetargets• The performance-based portion varies between 0% and 200% depending on the levelof achievement of performance targets• The achievement-level indicators include target figures of consolidated operating
profit and profit attributable to owners of parent, etc. set under the business planiv)

Timing of vesting, etc. ofCompany Shares, etc.

Performance-based
portionThree years after the beginning of each business year

Non-performance-based
portionUpon resignation of each Director and officer of the Groupin principle

2) Maximum Amount of Money to be Contributed by the Company
The Plan covers three consecutive business years (the “Covered Period”), and its initial Covered
Period subsequent to revision of the Plan is three business years from the business year ending
March 31, 2023, to the business year ending March 31, 2025 (the “Initial Covered Period
Subsequent to Revision”). Moreover, if the term described in 3) below is extended, the Plan will
apply to each three business years thereafter. The Covered Period beginning from the business year
ended March 31, 2022, is to conclude as of that business year, pursuant to the Plan prior to revision.
The Company will establish a trust whose beneficiaries are Directors satisfying beneficiary
requirements (the “Trust”) by contributing trust money to the Trust as compensation for Eligible
Directors up to the maximum amount of ¥1,650 million (of which, there is ¥9,900,000 per External
Director for each Covered Period) for the Covered Period (including the extended term as describedin 3) below; the same applies hereinafter). The Trust for the Initial Covered Period Subsequent to
Revision is to be established by modifying the currently established trust (the “Current Trust”),
pursuant to the Plan prior to revision. The Trust will acquire the Company’s shares from theCompany (disposition of treasury shares) or the stock market using the trust money in accordancewith the directions of the Trust administrator.
Any of the Company’s shares (excluding not yet completely vested, etc. Company sharescorresponding to points granted to Directors, serving as points until the business year ended March
31, 2022) and money remaining in the Current Trust (together with the Company’s sharesremaining in the Current Trust, the “Residual Shares, etc. Prior to Revision”) are to be used during
the Initial Covered Period Subsequent to Revision, and the sum of money contributed by entrusting
additional money as mentioned above and the Residual Shares, etc. Prior to Revision shall be within
the upper limit of ¥1,650 million.
3) Extension of the Covered Period
At the expiration of the Covered Period of the Trust, if it is decided that the Covered Period is to beextended, the Trust may be continued by modifying the Trust Agreement and entrusting additional
money. In this case, the Covered Period and the Trust term shall be extended further for three years,
and the Company will make additional contributions within the maximum amount of ¥1,650 million(of which, there is ¥9,900,000 per External Director for each extended Covered Period) for eachextended Covered Period and continue to grant points and vest, etc. the Company Shares, etc. to– 26 –

Eligible Directors during the extended Covered Period and the Trust term; provided, however, thatin cases where such additional contributions are to be made, when there are any Company’s shares(excluding Company’s shares which are expected to be vested, etc. based on the number of points
granted to Directors) and money remaining in the trust property (together with the Company’s
shares remaining, the “Residual Shares, etc.”) as at the last day of the Covered Period prior to theextension, the sum of the amount of Residual Shares, etc. and additional trust money to becontributed shall be within the upper limit of ¥1,650 million.
In addition, if no modification of the Trust Agreement is made and no additional money is entrusted
at the expiration of the Covered Period of the Trust, no points will be granted to Eligible Directors
thereafter; provided, however, that if any Director who might satisfy the beneficiary requirements
holds office at that time, the Trust term may be extended for up to ten years until such Director
resigns from all position of Directors and officers at the Group and the vesting, etc. of the Company
Shares, etc. is completed in principle.
4) Calculation Method and Maximum Number of Company Shares, etc. to be Vested, etc. to
Eligible Directors
The number of Company Shares, etc. to be vested, etc. to Eligible Directors shall be determinedbased on the number of points granted in accordance with the formula below, converting one point
to one Company’s share. If the number of Company’s shares under the Trust is increased or
decreased through a stock split, allotment of shares without contribution or consolidation of shares,
among others, the Company will adjust the number of Company Shares, etc. to be vested, etc. per
one point and the total number of the Company Shares, etc. to be vested, etc. based on the ratio ofsuch increase or decrease.
Calculation formula of pointsi) Performance-based portion
A number of points obtained by dividing the amount of base compensation determined inadvance with respect to each executive position by the share price at which the Trust acquired
the Company’s shares (the “Number of PS Points”) shall be granted to Eligible Directors(excluding External Directors) who hold office on the last day of each business year during the
Covered Period. The number of performance-based points shall be calculated by multiplying
the Number of PS Points granted for each business year by the performance-based coefficient
determined based on the level of achievement of performance targets three years after the
beginning of the applicable business year.
Formula of the number of performance-based points: Number of PS Points ×
Performance-based coefficient** The performance-based coefficient varies between 0% and 200% depending on the level of achievement oftarget figures of consolidated operating profit and profit attributable to owners of parent, etc. set under thebusiness plan.

ii)

Non-performance-based portion
A number of points obtained by dividing the amount of base compensation determined inadvance with respect to each executive position by the share price at which the Trust acquired
the Company’s shares (the “Number of RS Points”) shall be granted to Eligible Directors who
hold office on the last day of each business year during the Covered Period on a cumulativebasis (such accumulated Number of RS Points, the “Number of Non-Performance-Based
Points”).
The maximum total number of the Company Shares, etc. to be vested, etc. to Eligible Directors
by the Trust is 672,000 shares in total for each Covered Period (of which, there are 4,030
shares per External Director for each Covered Period). Such maximum number of shares has
been set by reference to the past share price, etc. taking into consideration the maximum
amount of money in 2) above.
5) Timing and Method of Vesting, etc. of Company Shares, etc. to Eligible Directorsi) Performance-based portion
The timing at which Company Shares, etc. pertaining to the performance-based portion are
vested, etc. will be three years after the beginning of each business year during the Covered
Period. Eligible Directors (excluding External Directors) who meet the prescribed
requirements for beneficiaries shall receive the Company’s shares corresponding to 50% of the– 27 –

number of performance-based points (the number of shares less than a share unit will be
rounded down), and receive money equivalent to the Company’s shares corresponding to thenumber of remaining performance-based points that are converted into cash under the Trust.
ii) Non-performance-based portion
The timing at which Company Shares, etc. pertaining to the non-performance-based portion
are vested, etc. will be after the resignation from all position of Directors and officers at theGroup in principle. Eligible Directors who meet the prescribed requirements for beneficiaries
shall receive Company’s shares corresponding to 50% of the Number of Non-PerformanceBased Points granted by the time of resignation (the number of shares less than a share unit
will be rounded down), and receive money equivalent to Company’s shares corresponding to
the remaining Number of Non-Performance-Based Points that are converted into cash under
the Trust.
6) Voting Rights Related to the Company’s Shares under the Trust
Voting rights related to the Company’s shares under the Trust shall not be exercised during theTrust term to ensure the neutrality of the Company management.
7) Treatment of Dividends of Surplus of the Company’s Shares under the Trust
The dividends of surplus pertaining to the Company’s shares under the Trust shall be received by
the Trust and applied to the trust fees and trust expenses. Any money remaining at the time theTrust finally terminates after application to the trust fees and trust expenses shall be contributed toorganizations that are irrelevant to the Group or Directors, etc. of the Group in principle.
8) Treatment of the Company’s Residual Shares under the Trust
If the Trust is terminated upon expiration of the Trust term and there are residual shares incurred
due to failure to achieve performance targets or any other cause, the Trust will, as a measure to
return profits to shareholders, transfer such residual shares to the Company for no consideration and
the Company will cancel such shares by a resolution of the Board of Directors.
9) Clawback Mechanism, etc.
Under the Plan, in the event that serious misconduct, violation or other such incident involving an
Eligible Director arises, the Company may forfeit or expropriate the rights vested on that Eligible
Director to receive the Company Shares, etc. under the Plan (malus), or may seek return of money
equivalent to the Company Shares, etc. that have been vested (clawback).
10) Other Details of the Plan
Other details of the Plan will be determined by the Board of Directors each time the Trust isestablished, the Trust Agreement is modified, and additional money is contributed to the Trust.
Therefore, the Company asks the shareholders to permit the Board of Directors to decide suchdetails at its sole discretion.
Reference:
In addition to the provision of share-based compensation, etc. to Directors of the Company, the approvalof which is requested in the Proposal, the Company also intends to provide share-based compensation,etc. to all or part of the Directors and Executive Officers (excluding External Directors and non-residents
of Japan) of the Company’s key subsidiaries including Nomura Real Estate Development Co., Ltd. andNomura Real Estate Asset Management Co., Ltd. by using a trust. For all recipients entitled to the sharebased compensation, etc., the maximum amount of money to be contributed to the trust for each Covered
Period (three business years) shall be ¥7,660 million and the maximum number of Company Shares, etc.
to be vested, etc. for each Covered Period (three business years) shall be 3,129,000 shares (the yearly
average of 1,043,000 shares is approximately 0.57% of the total number of shares issued of the Company
as of March 31, 2022 (after deducting treasury shares)).
Reference:
At its meeting of the Board of Directors held on May 19, 2022, the Company resolved to modify its“policy for deciding the details of the compensation, etc. for each individual Director excluding Audit &Supervisory Committee Members,” upon having taken into account details of the Plan’s revision.
Accordingly, details relating to the Plan’s revision are as follows.

– 28 –A) Basic policyb) Operation and revision of the compensation plan for Directors and the amount of thecompensation for Directors are determined by the Board of Directors based on the deliberation by
the Advisory Committee Relating to Nominations and Compensation and its opinion reported to
the Board of Directors.
e) Compensation of the Chair and Director and External 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 Chair and Director and External
Directors are responsible for supervising execution of business from an objective standpoint andalso for enhancing long-term corporate value.
B) Policy regarding decisions on the percentage of each type of compensation for each Directorb) The composition ratio of each type of compensation for the Chair and Director and External
Directors is decided based on b) and e) in A) above.

– 29 –

Reference:

New Mid- to Long-term Business Plan/Promotion of Sustainability

In a changing business environment, the Group has formulated a new mid- to long-term business plan aimed atachieving sustained high profit growth in future.

■ Overall Concept
i)
ii)
iii)

Evolve and transform approaches and methods of value creation to realize Nomura Real Estate Group
2030 Vision of “Be a ‘Life & Time Developer,’ as never seen before.”
Realize high profit growth with high asset and capital efficiency. Achieve both high shareholder returns
and high growth.
Promote sustainability by viewing “the Group’s sustainable growth” and “contribution to a sustainable
society” as an integral part.

(The Group management structure chart)

Our Group Vision

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

Promotion of Sustainability
Sustainability Policy

Nomura Real Estate Group 2030 Vision

Be a “Life & Time Developer,”as never seen before

Pursuing humanity

Evolve and transform value creation

Maintaining harmony with nature

Unique value
creation based on
our development
capability

Building the future together

DX

Sustainability

Priority Issues (Materiality) by 2030

<Priority themes>
Realize high profit growth with high asset
and capital efficiency<Key strategy for growth>● Further expansion of domestic real estatedevelopment business● High profit growth in Service & Management
Sector● Steady growth of overseas business● Overview of new mid- to long-term business plan …… pages 31 to 32● Promotion of Sustainability …… pages 33 to 34– 30 –

Mid- to Long-term Business Plan
We have formulated the Nomura Real Estate Group 2030 Vision to clarify the kind of Group we aim to be, and thekind of value that the Group aims to provide to society and its customer in the future. Guided by this vision, we will
evolve and transform approaches and methods of value creation.

■ Nomura Real Estate Group 2030 Vision

Be a “Life & Time Developer,” as never seen before
Nomura Real Estate Group has always connected closelywith customers’ lives and time, through real estate development
and real estate-related services.
Now, as we confront various social issues,
as well as diversified lifestyles and values,
we must change ourselves.
To enrich people’s respective lives
and every moment of their time,
we will transform ourselves into a “Life & Time Developer”
that creates new, significant values on a global scale.

■ Evolve and transform value creation
Nomura Real Estate Group 2030 Vision

Be a “Life & Time Developer,” as never seen before

Evolve and transform value creation approaches and methods
We will create new, significant values
to enrich people’s respective lives and every moment of their time

Value creation through DX

Accumulate and analyze data
through utilizing digitaltechnology for customer contacts.
Strengthen product capabilities
and improve service quality toprovide new services with highefficiency and convenience.

Unique value creation based on
our development capability
Based on our approach to connect
closely with individuals:(1) Build continuous and diverse
customer contacts throughbusiness collaboration and value
chain within the Group(2) Develop brands across a wide
range of asset types(3) Provide new value in response todiversifying lifestyles and values
domestically and internationallyby leveraging our commitment toquality in terms of tangible andintangible aspects– 31 –

Value creation incorporating
sustainability

Position Diversity & inclusion,
Human rights, Decarbonization,
Biodiversity and Circular design
as the priority issues (materiality)
to promote Group’s sustainability,
and implement them in ourbusiness activities

The Business Plan aims to realize both high profit growth with high asset and capital efficiency, and we havepositioned further expansion of domestic real estate development business, high profit growth of Service &Management Sector, and steady growth of overseas business as our key strategies. We will firmly return the resultsof the Group’s growth through this Business Plan to our stakeholders.

■ Management Benchmarks
Profit Plan (Business Profit)

Business Profit by Business Unit

■ Actual business profit■ Business profit target under the Business Plan

(At end of Phase I. March 31, 2025)
Billions of yen(Billions of yen)

180.0 or more

Annual average business profit
growth of 8% level

140.0 or more

115.0
82.8 76.4

92.7

20/3期 21/3期 22/3期
FY2022/3

FY2025/3
25/3期

28/3期
FY2028/3

31/3期
FY2031/3

Domestic
real estatedevelopment
business

Residential Development
Business Unit

32.5

Commercial Real EstateBusiness Unit

55.0

Service &Management
SectorInvestment Management
Business Unit

9.0

Property Brokerage & CRE
Business Unit

12.0

Property & Facility Management
Business Unit

10.5

Overseas Business Unit

4.0

Other and Adjustments(8.0)* Business profit = operating profit + share of profit (loss) of entities accounted for using equity method + amortization of intangible assets
resulting from corporate acquisitions

Phase I

Phase II

Phase III

(FY2023/3 - FY 2025/3)(FY2026/3 - FY2028/3)(FY2029/3 - FY2031/3)

115.0 billion yen

140.0 billion yen or more

180.0 billion yen or more

(FY2025/3)(FY2028/3)(FY2031/3)

Business profit
Annual averagebusiness profit growth rate

8% levelBusiness Profit by Business Unit
Property & Facility
Management
Business Unit
9%
Property
Brokerage &CRE Business
Unit 10%

Overseas Business Unit
3%

Phase I

115.0 billion yen

Overseas
Business Unit
10%

Residential
Development
Business Unit
26%

Residential Development
Business Unit
20%

Phase II

Investment Management
Business Unit 7%

Phase III140.0 billion yen

180.0 billion yen

or more(FY2028/3)(FY2025/3)
Commercial
Real EstateBusiness Unit
45%

Service & Management
Sector25%

Residential Development
Business Unit

Overseas Business Unitor more(FY2031/3)
Commercial Real EstateBusiness Unit
40%

Service & Management
SectorCommercial Real EstateBusiness Unit

* As the percentage of each Business Unit’s profit is calculated based on the projected business profit excluding other and adjustments, thepercentages may not add up to 100%.

ROA, ROE and Shareholder returns
ROA
ROE
Shareholder returns

Phase I

Phase II

Phase III

(FY2023/3 - FY2025/3)(FY2026/3 - FY2028/3)(FY2029/3 - FY2031/3)

4.5% level
9% level
Total return ratio of 40-50%

5% level
5% or more
10% level
10% or more
Payout ratio at 40% level

Moreover, the Group will promote sustainability through its business by viewing the Group’s sustainable growthand contribution to a sustainable society as being integral to each other.

– 32 –

Promotion of Sustainability
Engaging directly with changes in the management and business environment, such as the diversification ofpeople’s values and global issues like climate change and the increased severity of disasters, the Group has
formulated the Sustainability Policy “Earth Pride” as the vision of what the Group wants to be in 2050, the Group is
working to promote sustainability through business activities by viewing “the Group’s sustainable growth” and“contribution to a sustainable society” as an integral part.

■ Sustainability Management Structure
The Group established a Sustainability Committee (chaired by the Group CEO of the Company) to promotesustainability activities. In the fiscal year ended March 31, 2022, this Committee met five times to deliberate action
policies, plans, and other matters.
The Sustainability Committee reflects the contents of its deliberations in business plans and business activities by
periodically reporting them to the Board of Directors and the Executive Committee.

■ Main Accomplishments of Activities○ A total of five meetings by the Sustainability Committee were held.
○ Additionally, a total of 33 meetings by various entities, such as the Sustainability Subcommittee, theEnvironmental Subcommittee and the Human Rights Subcommittee, were held.
○ The Sustainability Policy was formulated, and, to achieve it, priority issues (materiality) were designated andkey performance indicators (KPI) were set.
In the fiscal year ended March 31, 2022, aiming to achieve both corporate growth and a sustainable society, theGroup formulated the Sustainability Policy, which clearly verbalized its vision for 2050. The Group also definedits priority issues (materiality) through to 2030, and its KPIs for measuring progress towards realizing the policy.
Around 460 people from in and outside the Company participated in discussing the policy, and their valuable
opinions were collected before formulating the policy.
------------------------------------------- Sustainability Policy (vision of 2050) -------------------------------------------★ ★ 地球を、つなぐ☆ ☆

Pursuing humanity
We strive to answer the deepquestions of human existence andwell-being in a world where
technology is increasingly
progressing and being integrated
into our lives. By providing an
inclusive living environment
where people support and connect
with each other, we contribute to
the creation of a society where no
one will be left behind.

Maintaining harmony with nature
Our aim is to achieve true harmony
with our natural environment for
our future children and healthy
ecosystems by reconsidering how
human economic activities should
operate. While carefully
conserving the Earth’s finite
resources, we improve therelationship between nature andhumans.

– 33 –

Building the future together
The ambition we have is to create
unprecedented value from diverse
organizations and people working
together to overcome boundaries.
We are continuously challenging
ourselves with novel ideas ofliving, business and working styles
for an innovative society where all
people with various backgrounds
and values can build on theirstrengths.

■ Targets and Initiatives for Promoting Priority Issues (Materiality)------------------------------------------------------- Materiality by 2030 ------------------------------------------------------Society and employees
Climate change and natural environment

Diversity & inclusion
Human rights
Decarbonization
Biodiversity
Circular design*Please refer to the Company’s sustainability website for details on key performance indicators (KPIs) regarding priority issues (materiality) andother information.
https://www.nomura-re-hd.co.jp/english/sustainability/

Society and Employees
Strengthening promotion foundation○ Respect for the human rights of our employees and all people involved in our business○ Engagement with business partners based on the Nomura Real Estate Group Human Rights Policy○ Create an organization in which diverse personnel with a variety of backgrounds and values can demonstrate
their abilities○ Initiatives aimed at co-creation of diverse organizations and human resources within and outside the Company○ Establish the Wellness and D&I Management Committee (chaired by the Group CEO)○ Establish the D&I Management Sect. in the Group Human Resources Development Dept. as the dedicatedmanagement organization

Climate Change and Natural Environment
Reduction of total CO2 emissions by 2030 (35% reduction vs FY2019 by FY2030)
Following on from acquiring SBT* certification in November 2020, the Company joined “RE100,” a global
initiative leading the transition to 100% renewable electricity in January 2022. In conjunction with this, theCompany has set the following new targets, in addition to the targets for reducing CO2 emissions (35% reduction
vs FY2019 by FY2030).

Target for
renewable
electricity

The power consumption in the Group willbe 100% renewable electricity by 2050
Switching electricity consumed by allleasing properties owned by Nomura Real
Estate to 100% renewable electricity by
FY2023○ Implement renewable energy solar power plants in our development properties to achieve RE100 (detachedhousing, Landport, etc.)○ Improve energy conservation performance in new buildings (ZEH/ZEB Oriented standards)○ Initiatives for carbon neutrality through urban development such as the Shibaura 1-chome Project○ Promote use of low-carbon materials (timber-based buildings, etc.)○ Initiatives to conserve biodiversity and absorb carbon dioxide through greening of urban areas and forest
circulation activities, etc.
○ Further efforts to develop products and services to realize a circular economy (building longevity, waste
reduction and recycling, etc.) such as “Attractive 30” for extending the cycle of large-scale repair work.
*

The Company’s targets for reducing CO2 emissions by 35% by FY2030 from FY2019 levels for each of Scope 1, Scope 2 and Scope 3,
were certified by the international Science Based Targets (SBT) initiative in 2020.

– 34 –

(Attached documents)

Business Report(From April 1, 2021 to March 31, 2022)
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 18th term (April 1, 2021 toMarch 31, 2022).
During this fiscal year, economic sentiment in Japan continued on an overall trend ofrecovery even amid the prolonged effects of COVID-19, with vaccinations being delivered
on a broad scale, a dual focus being placed on infection prevention measures and economic
and social activity, and corporate capital investment recovering, among other measures.
However, a resurgence in infections in the latter part of the fiscal year due to the Omicron
variants has led to a weakening of personal consumption in lodging, eating and drinking, etc.,
the Russia’s invasion of Ukraine and other factors has caused increasing prices for raw
materials and creating changes in financial capital markets, etc., which is evoking weakness
and uncertainty in some areas.
Regarding the real estate market conditions, the housing sales market saw a robust sales trendwith the number of housing units supplied recovering to pre-COVID levels, the first-monthcontract rate exceeding 70% for the first time in six years in the Tokyo metropolitan area, andother factors, underpinned by diversification of customer needs, the continuing low interest
rate environment, etc. In the leasing office market, although vacancy rates are continuing at ahigh level for the recent few years, mainly in the central areas of Tokyo, the vacancy rates
began declining in the middle of the fiscal year for certain areas, and for some areas we havebegun to see demand emerging for office relocations with an eye to post-COVID businessgrowth and further diversification of work styles. In addition, the logistics market continued
to expand due to the spread of e-commerce and other factors, and the retail and hotel market,
which was severely affected by the COVID pandemic, showed a gradual recovery trend. In
the real estate investment market, property transactions were active mainly for logistics
facilities and rental housing due to a good fund procurement environment and strong appetite
for investment in domestic real estate by investors in Japan and overseas, and the size of themarket continued to grow. Moreover, the real estate brokerage market continued robustlywith the number of transactions and average transaction prices for used condominiums in theTokyo metropolitan area proceeding at a high level, etc., particularly due to an increase inrelocation demand and ongoing price differences between new properties and used properties
in the retail business.
In this business environment, the Nomura Real Estate Group (the “Group”) posted thefollowing consolidated performance for this consolidated fiscal year: Operating revenue of¥645,049 million, which represents an increase of 11.1% year on year; operating profit of¥91,210 million, an increase of 19.5%; business profit of ¥92,765 million, an increase of
21.3%; ordinary profit of ¥82,557 million, an increase of 25.2%; and profit attributable toowners of parent of ¥55,312 million, an increase of 31.1%.
Note: Business profit = operating profit + share of profit (loss) of entities accounted for using equity method +amortization of intangible assets associated with corporate acquisitions▶ We have achieved our financial targets (Phase 1) for all of the four indicators in the previous mid- to longterm business plan: business profit, ROA, ROE, and total return ratio.
Profit Target
Business profit: ¥

*1
*2
*3
*4

85.0 billion

Asset Efficiency
ROA: approx.

Capital Efficiency

4–5% ROE: approx. 8–9%

Shareholder Returns
Total return ratio: approx.

40–50%ROE = Profit attributable to owners of parent / Equity during period (average)
ROA = Business profit / Total assets during period (average)
Payout ratio = Cash dividends per share / Basic earnings per share
Total return ratio = (Cash dividends per share + Amount of treasury share purchases per share) / Basic earnings per share– 35 –

[Residential Development Business Unit]
Operating revenue in the Residential Development Business Unit totaled ¥309,225 million,
which represents an increase of 13.4% year on year, and business profit totaled ¥32,550
million, an increase of 45.3%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year. This was mainly due to an increase in thenumber of housings units sold and improvement in the gross margin ratio in the housing sales
business.
In regard to housing sales, 4,329 units were recorded as sales (an increase of 660 units year
on year), including condominiums at PROUD TOWER Kameido Cross and PROUDTOWER Higashi-Ikebukuro Station Arena and detached housing units at PROUD SEASON
Tsukimino. The number of housing units contracted but not recorded as sales was 3,548 units
as of the end of the fiscal year under review (an increase of 272 units year on year) and thecontract progress rate against the scheduled housing sales for the next fiscal year was 74.6%
at the beginning of the fiscal year ending March 31, 2023.
Furthermore, as initiatives to contribute to a sustainable society through business activities,
the Residential Development Business Unit developed ZEH* condominiums in addition topromoting the creation of housing aimed at net zero energy use through insulation, powersaving and power generation, such as the “(temporary name) Sagami Ono 4-Chome Plan”
and “(temporary name) Mukogaoka-yuen Collective Housing Plan,” which will realize
virtually zero CO2 emissions by utilizing renewable electricity, etc. Moreover, it promotes theproactive use of domestically produced lumber to help reduce CO2 emissions and so forth inour collective housing projects.
*

Based on ZEH-M Oriented standards[Commercial Real Estate Business Unit]
Operating revenue in the Commercial Real Estate Business Unit totaled ¥202,460 million,
which represents an increase of 13.0% year on year, and business profit totaled ¥38,590
million, an increase of 8.8%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year. This was mainly due to an increase in revenue
from property sales.
Construction of 17 facilities including the Nomura Real Estate Otemachi North Building
office building, the Landport Ome III logistics facility, and the NOHGA HOTELKIYOMIZU KYOTO hotel have been completed.
The Group has also continued to develop its PMO, H¹O and H¹T office brands that meet
diversifying companies’ needs and changes in workstyles, and has expanded its H¹T satellite
offices to 216 branch locations as of the end of the fiscal year under review.
Moreover, towards achieving the targets of RE100*1, which the Group has joined as an
initiative towards realizing a carbon-free society, the Group will use renewable energy for all
consumable electricity, including the portion for tenants, in all of its assets for lease inJapan*2 by around FY2023.
The Nomura Real Estate Tameike-Sanno Building was selected by the Ministry of Land,
Infrastructure, Transport and Tourism for the 2021 Leading Project for Sustainable Buildings(Wooden Construction Leading Type) in recognition of its use of a hybrid wooden structure
to reduce CO2 emissions during construction and to create a pillarless wooden office space
while ensuring high earthquake resistance and fire resistance.
*1 A global initiative leading the transition to 100% renewable electricity.
*2 Assets for lease for which Nomura Real Estate Development Co., Ltd. has direct power contracts with electric
power companies (including those used by tenants). Excludes assets that Nomura Real Estate Development
Co., Ltd. owns separately or jointly with other parties, assets subject to sale or demolition, and common areasof some rental housing.

[Investment Management Business Unit]
Operating revenue in the Investment Management Business Unit totaled ¥12,804 million,
which represents an increase of 2.8% year on year, and business profit totaled ¥7,836 million,
an increase of 3.3%, resulting in increases in both operating revenue and business profit– 36 –

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 four properties (total transaction amount of ¥42,096 million)
including Landport Narashino, PROUD FLAT Togoshiginza and MEFULL Urawa from
Nomura Real Estate Development Co., Ltd., in addition to progress in the formation ofprivate equity funds meeting the needs of investors.
Nomura Real Estate Asset Management Co., Ltd. has been meeting the expectations ofinvestor needs in line with ESG (environment, society and governance) trends, and was thefirst real estate investment manager to receive the “2021 Minister of the Environment’sAward for Climate Change Action” sponsored by the Ministry of the Environment inrecognition of its ongoing efforts in climate change mitigation and adaptation at NMF and
NPR. Furthermore, NMF and NPR have continuously received Global Real Estate
Sustainability Benchmark (GRESB)*1 ratings of at least four stars since 2016, and NPR was
the first private REIT to obtain Eco-Action 21 certification*2.
*1 GRESB is an annual benchmark assessment that measures ESG considerations for property companies andfunds.
*2 Eco-Action 21 Certification: A third-party certification system for environmental management systemestablished by the Ministry of the Environment.

[Property Brokerage & CRE Business Unit]
Operating revenue in the Property Brokerage & CRE Business Unit totaled ¥43,762 million,
which represents an increase of 11.0% year on year, and business profit totaled ¥11,716
million, an increase of 30.5%, resulting in increases in both operating revenue and businessprofit compared with the previous fiscal year. This was mainly due to increases in the numberof transactions and total transaction value in property brokerage’s retail business.
In the retail business at Nomura Real Estate Solutions Co., Ltd., we launched the REALIA
service brand specializing in high-grade condominiums in the central areas of Tokyo in April
2021, and opened REALIA Azabu*2. The Shinagawa Center opened in June of the same year,
and the Namba Center opened in October of the same year, bringing the total number oflocations for individual customers to 89 as of the end of the fiscal year under review.
In April 2021, the company newly established the Partner Services Division, which engages
in a service (middle business) for small- and medium-sized enterprises, business owners, andindividual asset holders, etc. In addition, we are actively working to promote sustainability,
such as by proposing store interiors that use environmentally friendly materials and CRE
proposals with an awareness of the SDGs. Furthermore, with the aim of becoming a digitallyadvanced company, we will strive to further accelerate growth, develop new markets, andacquire new customers by strengthening digital marketing through aggressive DX
investments and improving sales productivity and competitive advantage through the use ofdigital approaches, including the introduction of electronic contract systems and non-personal
sales methods using online concierges.
*1 CRE: Corporate Real Estate. Real estate strategy support services for enterprises (such as consulting on theeffective utilization and trading of real estate).
*2 Name changed to “REALIA TOKYO” in April 2022

[Property & Facility Management Business Unit]
Operating revenue in the Property & Facility Management Business Unit totaled ¥99,230
million, which represents an increase of 0.9% year on year, and business profit totaled ¥9,205
million, a decrease of 0.8%, resulting in an increase in operating revenue and a decrease inbusiness profit compared with the previous fiscal year. This was mainly due to an increase inoperation and management income resulting from an increase in the number of housing units
under management, while at the same time construction income on orders received decreased
due to postponement of planned repair work, etc., as a result of the COVID-19 pandemic.

– 37 –

As of the end of the fiscal year under review, the number of buildings under management was
772 buildings (down 16 from the end of the previous fiscal year), and the number ofcondominiums under management was 186,549 units (up 3,387).
In addition, Nomura Real Estate Partners Co., Ltd. has developed re:Premium Duo, a new
product that follows re:Premium (announced in 2017), a product that extends the cycle oflarge-scale repair work and which had only been available for the PROUD condominiums.
As a result, through our business activities, which include expanding the targets for extending
the cycle of large-scale repair work to Hills, States, Co-op Nomura and other properties soldby Nomura Real Estate Development Co., Ltd. before the PROUD condominiums andreducing life-cycle costs of buildings, we are promoting initiatives that contribute tosustainable urban development.
Furthermore, Nomura Real Estate Partners Co., Ltd. was ranked first in the 2021 SumaiSurfin“Management Company Customer Satisfaction Survey” for the 13th consecutive year andalso ranked first in the “Tokyo Metropolitan Area Condominium Management Company”
ranking for the fifth consecutive year, and ranked first in the “Tokai Area Condominium
Management Company” ranking for the second consecutive year in the 2021 Oricon
Customer Satisfaction Survey.
[Overseas/Other]
Operating revenue in the Overseas/Other totaled ¥2,755 million, which represents an increaseof 33.1% year on year, and business profit totaled ¥92 million (business loss of the previous
fiscal year was ¥1,495 million). This was mainly due to an increase in the number of housing
unit sold in the housing sales business overseas.
In the overseas the housing sales business, sales were recorded for delivery of residential
condominiums of GrandPark Phase 2 in Ho Chi Minh City, Vietnam and other projects, andThe Seasons Residences, a residential condominium project under development in Manila,
Philippines, won the top prize in the Philippines at the International Property Awards, which
recognizes outstanding real estate projects.
In the fiscal year under review, the Company decided to establish a new joint venturecompany, Federal Land NRE Global Inc. in the Philippines with Federal Land Inc., a realestate company of the GT Group, one of the leading conglomerate groups in the country.
In the housing sales business in Asia, we are participating in the business from the planningand development phases, engaging in the KAIZEN project for quality improvement, andaiming to realize a sustainable society through the improvement of basic performance such as
high quality and longevity of housing in each country. In May 2021, we also made aninvestment in Real Tech Ventures I, a venture capital fund specializing in real estate techcompanies in Asia and Oceania. We will take on the challenge of realizing smart cities inlarge-scale township developments in Asia by utilizing the cutting-edge technologies
acquired through this fund.
2) Capital investment
In the fiscal year under review, the Company spent a total of ¥50,706 million on capital
investment, including KAMEIDO CLOCK.
3) Financing
In the fiscal year under review, the Company procured necessary funds through loans fromfinancial institutions, etc. In July 2021, we established the Comprehensive SustainabilityLinked Loan Framework, the first initiative of its kind in Japan, with the cooperation offinancial institutions and procured a total of ¥43.5 billion in sustainability-linked loans byutilizing this framework.
4) Business transfer, absorption-type company split or incorporation-type company split
As of April 1, 2021, the Company has merged the property brokerage and CRE functions
through an absorption-type split with Nomura Real Estate Development Co., Ltd. being the
splitting company and Nomura Real Estate Urban Net Co., Ltd. being the successor– 38 –

company. In addition, Nomura Real Estate Urban Net Co., Ltd. changed its corporate name to
Nomura Real Estate Solutions Co., Ltd. as of April 1, 2021.
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
Not applicable.
7) Acquisitions and disposals of shares, other equities, and share acquisition rights in othercompanies
On January 14, 2022, Group company PRIME X. Co., Ltd. acquired all shares of MusashiCo., Ltd., which is engaged in the development and sale of systems related to real estate, inorder to promote real estate DX.

– 39 –

(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

Operating revenue

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

16th term(Fiscal year ended
March 31, 2020)

668,510

676,495

17th term(Fiscal year ended
March 31, 2021)
580,660(Millions of yen)
18th term(Fiscal year underreview)(Fiscal year ended
March 31, 2022)
645,049

Operating profit

79,162

81,90576,333

91,210Business profit

79,623

82,83376,44892,765

Ordinary profit

69,32373,07765,96582,557

Profit attributable to owners of parent

45,87348,88642,19855,312

Basic earnings per share (Yen)

245.99267.21232.53307.81

Total assets

1,759,455

1,801,273

1,921,306

2,040,506

Net assets

541,562

565,120586,350

621,398

Net assets per share (Yen)2,854.21

3,031.15

3,229.80

3,478.14

Notes: 1. Business profit = operating profit + share of profit (loss) of entities accounted for using equity
method + amortization of intangible assets associated with corporate acquisitions
2. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020, Accounting Standards Board of Japan), from the
beginning of the fiscal year ended March 31, 2022, and each figure for the fiscal year ended
March 31, 2022, is the figure after applying the accounting standard.
(3) Status of parent company and major subsidiaries
1) Parent company
Not applicable.

– 40 –

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 Solutions 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 advertisingMusashi Co., Ltd.

25

100.0

Development and sale of systems related toreal estate

First Living Assistance Co., Ltd.

100

51.0

Services aimed at providing assistance tocustomers concerning their homes

12,000 pounds

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
Notes: 1.

2.
3.
4.
5.
6.

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.
On January 14, 2022, the Company acquired all shares of Musashi Co., Ltd. and made it a new major subsidiary.
As of April 1, 2022, the merger has been completed with Nomura Real Estate Development Co., Ltd. being thesurviving company and Nomura Real Estate Building Co., Ltd. being the absorbed company in absorption-typemerger.
As of April 1, 2022, the merger has been completed with Nomura Real Estate Hotels Co., Ltd. being the surviving
company and UHM Co., Ltd. being the absorbed company in absorption-type merger.
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.,
Musashi Co., Ltd., Lothbury Investment Management Limited, and ZEN PLAZA CO., LTD are calculated based onshares held by subsidiaries of the Company.

(4) Issues to address
With regard to the medium- to long-term business environment surrounding the Group, rapid anddramatic changes are continuing, including the diversification of people’s lifestyles and values,
which has gathered pace with the COVID-19 pandemic, and the progress of digitalization in ourdaily lives. In addition, the situation is becoming increasingly uncertain due to concerns about
rising interest rates worldwide, especially in Europe and the U.S., accompanying a shift in policy
from a monetary easing phase, the yen’s depreciation and inflation, and rising geopolitical risks,
especially in the Ukraine.
Recognizing this environment, the Group formulated a new mid- to long-term business plan(hereinafter referred to as the “Business Plan”) in April 2022. We recognize that realizing a– 41 –

sustainable increase in corporate value through executing and achieving the Business Plan is an
important task, and we will build a foundation for growth during FY2022, the first year of theplan.
In formulating the Business Plan, the Group set about clearly stating its vision of “what kind ofvalue do we want to provide to society and customers in the future as a corporate group” from a
medium- to long-term perspective. To this end, we have formulated the Group’s 2030 Vision “Be
a ‘Life & Time Developer,’ as never seen before,” which incorporates the following thoughts.
Nomura Real Estate Group has always connected closelywith customers’ lives and time, through real estate development
and real estate-related services.
Now, as we confront various social issues,
as well as diversified lifestyles and values,
we must change ourselves.
To enrich people’s respective lives
and every moment of their time,
we will transform ourselves into a “Life & Time Developer”
that creates new, significant values on a global scale.
We stated the realization of both high profit growth with high asset and capital efficiency as the
key theme of the Business Plan, and we have positioned further expansion of domestic real estatedevelopment business, high profit growth of Service & Management Sector, and steady growthof overseas business as our important business strategy. The profit plan calls for an averageannual growth rate of 8% in business profit, with the goal of achieving gradual growth of ¥115.0
billion in the fiscal year ending March 31, 2025, ¥140.0 billion in the fiscal year ending March
31, 2028, and ¥180.0 billion in the fiscal year ending March 31, 2031.
Furthermore, we have formulated our sustainability policy, “Earth Pride - Connecting the Earth,”
recognizing that changes in the management and business environment, such as climate change
and the increasing severity of disasters, which are common global issues, offer new opportunities
for growth. This policy is based on the three themes the Group values: “Pursuing humanity,”“Maintaining harmony with nature,” and “Building the future together,” and it sets forth fivepriority issues (materiality) to be addressed by 2030: “Diversity and inclusion,” “Human rights,”“Decarbonization,” “Biodiversity,” and “Circular design.” Specifically, in order to strengthen the
promotion of “Diversity & Inclusion,” a Wellness and D&I Promotion Committee wasestablished this fiscal year. The committee has launched a variety of initiatives to address eachpriority issue, including setting annual targets for the Building Energy-efficiency Index (BEI),
which indicates the energy efficiency of buildings, and introducing a system to achieve thesetargets. The Group will work to execute the new mid- to long-term business plan and promotesustainability through its business by viewing “the Group’s sustainable growth” and“contribution to a sustainable society” as being integral to each other.
We appreciate the continued support and encouragement of our shareholders.

– 42 –

(5) Principal business offices (as of March 31, 2022)
Business office of the Company
Head office: 1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo(6) Status of employees (as of March 31, 2022)
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

Overseas/
Other

Group
overall(incommon)

Total

1,188

1,357

192

1,754

2,490

141

426

7,548

181

585

2

125

2,651

4

35

3,581

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

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

283

Increase of 22

42.0

13.9

Notes: 1.
2.
3.

Number of employees presents the number of employees, including 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 261 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 and the length of service 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, 2022)
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.

– 43 –

2. Status of the Company(1) Shares of the Company (as of March 31, 2022)
1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
182,604,637 shares(including 2,181,585 treasury shares)
Notes: 1.
2.
3.

The total number of shares issued increased by 485,700 shares due to the exercise of stock options.
The total number of shares issued decreased by 10,980,064 shares due to a cancellation of treasury shares conductedon May 31, 2021.
The number of treasury shares above does not include 2,091,166 shares held by the executive compensation BIP(Board Incentive Plan) trust and 431,671 shares held by the ESOP (Employee Stock Ownership Plan) trust for
granting stock for employees.

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

23,452
Number of shares held
(Hundreds of shares)

Shareholding ratio (%)

647,775

35.90

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

194,627

10.78

Custody Bank of Japan, Ltd. (Trust Account)

100,404

5.56

SSBTC CLIENT OMNIBUS ACCOUNT

33,122

1.83

Nomura Real Estate Holdings Employee Shareholding
Association

30,7791.70

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

20,911

1.15

STATE STREET BANK WEST CLIENT - TREATY 505234

20,717

1.14

Name
Nomura Holdings, Inc.

JPMorgan Securities Japan Co., Ltd.

19,685

1.09

THE BANK OF NEW YORK MELLON 140044

18,2081.00

THE BANK OF NEW YORK 133969

17,0590.94

Notes: 1.
2.

Although the Company holds 2,181,585 treasury shares, it is excluded from the list of major shareholders above.
The 2,181,585 treasury shares are excluded in the calculation of the shareholding ratio.

5) Status of shares granted to the officers of the Company as compensation for their executionof duties during the fiscal year under review
Number of shares(Shares)Number of eligible officers

Directors (excluding External Directors and Audit &Supervisory Committee Members)

23,9006

External Directors (excluding Audit & Supervisory
Committee Members)––

Directors (Audit & Supervisory Committee Members)––

Notes: 1.
2.

The contents of the Company’s share-based compensation are described in (2) “4) Compensation, etc. for Directors”
below.
The number of eligible Directors (excluding External Directors and Audit & Supervisory Committee Members)
includes one Director (Audit & Supervisory Committee Member) as of the end of the fiscal year under review;
however, this is because shares were granted to that person based on share-based compensation allotted during aperiod when the person served as an executive Director in the past.

6) Other important matters relating to shares
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 madethe cancellation as follows. 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 ofIncorporation, at the meetings of the Board of Directors held on October 28, 2021 andJanuary 27, 2022, and made the acquisition as follows.
Cancellation of treasury shares
Type and number of shares cancelled:
Date of cancellation:

10,980,064 common shares
May 31, 2021

– 44 –

Acquisition of treasury shares
Type and number of shares acquired:
Total amount of shares acquired:
Period of acquisition:

2,552,100 common shares¥6,999 million
From October 29, 2021 to April 25, 2022

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, 2022), the number of shares of the Company held by the
executive compensation BIP trust, including those of major subsidiaries such as Nomura Real
Estate Development Co., Ltd. which introduced same plan, was 2,091,166 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, 2022), the number of shares of theCompany held by the ESOP (Employee Stock Ownership Plan) trust for granting stock was
431,671 shares.

– 45 –

(2) Status of company officers
1) Directors (as of March 31, 2022)
Name

Position and responsibility in the
CompanySignificant concurrent positions

Shoichi Nagamatsu

Chair and Director

Director of Nomura Real Estate Development Co.,Ltd.

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer
Group CEODaisaku Matsuo

Executive Vice President andRepresentative Director

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

Makoto Haga

Director and Executive Officer
Business Unit Manager of Commercial
Real Estate Business Unit

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

Hiroshi Kurokawa

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.

Katsura Ito

Director

General Manager and Chief Learning Officer ofMicrosoft Japan Co., Ltd.

Hiroyuki Kimura

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 Solutions 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 Solutions 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.

Yoshio Mogi

Director(Audit & Supervisory Committee
Member)Chair and Representative Director of Nomura Real
Estate Development Co., Ltd.

–

Akiko Miyakawa

Director(Audit & Supervisory Committee
Member)Representative of Akiko Miyakawa CPA OfficeTetsu Takahashi

Director(Audit & Supervisory Committee
Member)Executive Partner of ITN law office
External Director of McDonald’s Holdings
Company (Japan), Ltd.

Notes: 1.
2.

Daisaku Matsuo, Hiroshi Kurokawa and Katsura Ito were elected as Director at the Ordinary General Meeting of
Shareholders held on June 24, 2021, and assumed their respective offices.
Hiroyuki Kimura was elected as Director (Audit & Supervisory Committee Member) at the Ordinary General
Meeting of Shareholders held on June 24, 2021, and assumed his office.

– 46 –

3.

Directors Atsushi Yoshikawa, Seiichi Miyajima and Toshiaki Seki retired at the conclusion of the Ordinary General
Meeting of Shareholders held on June 24, 2021, due to the expiry of their terms of office.
4. Directors (Audit & Supervisory Committee Members) Takao Orihara and Akira Ono retired at the conclusion of theOrdinary General Meeting of Shareholders held on June 24, 2021, due to the expiry of their terms of office.
5. Director Katsura Ito resigned as Director on March 31, 2022. At the time of her resignation, she was an External
Director and an Independent Director as stipulated under the regulations of the Tokyo Stock Exchange.
6. Director Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Yoshio Mogi, Akiko
Miyakawa and Tetsu Takahashi are External Directors.
7. Director Tetsuro Higashi, and Directors (Audit & Supervisory Committee Members) Yoshio Mogi, Akiko
Miyakawa and Tetsu Takahashi are Independent Directors/Auditors as stipulated under the regulations of the Tokyo
Stock Exchange.
8. Director (Audit & Supervisory Committee Member) Hiroyuki Kimura has extensive knowledge of finance andaccounting from his many years of business experience in finance.
9. Director (Audit & Supervisory Committee Member) Yasushi Takayama has extensive knowledge of finance andaccounting from his many years of business experience in finance.
10. 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.
11. 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.
12. 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.
13. Director (Audit & Supervisory Committee Member) Tetsu Takahashi retired from his position as Outside Audit &Supervisory Board Member of eBOOK Initiative Japan Co., Ltd. on February 28, 2022 and his position as External
Director of McDonald’s Company (Japan), Ltd. on March 29, 2022.
14. Ube Industries, Ltd., where Director Tetsuro Higashi concurrently serves in a significant position, changed its
corporate name to UBE Corporation as of April 1, 2022.
15. As of April 1, 2022, positions and responsibilities and significant concurrent positions of Directors Daisaku Matsuo
and Makoto Haga, and Director (Audit & Supervisory Committee Member) Yasushi Takayama are as follows:
Position and responsibility in the
Name
Significant concurrent positions
Company
Daisaku Matsuo

Executive Vice President andRepresentative Director
Group COO

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

Yasushi Takayama

Director(Full-time Audit & Supervisory
Committee Member)President and Representative Director, and Chief
Executive Officer of Nomura Real Estate
Development Co., Ltd.

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 Solutions Co., Ltd.
Audit & Supervisory Board Member of Nomura Real
Estate Partners 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 PRIME X.
Co., Ltd.

2) Outline of limited liability agreements
Three Directors Shoichi Nagamatsu, Tetsuro Higashi, and Katsura Ito and five Directors as
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. Director Katsura
Ito resigned as Director on March 31, 2022.

– 47 –

3) Outline, etc. of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy with aninsurance company pursuant to the provisions of Article 430-3, Paragraph 1 of theCompanies Act. The insurance policy covers litigation expenses and the amount of legal
indemnification to be borne by insureds due to corporate lawsuits, third-party lawsuits,derivative lawsuits, etc. against the insureds. The insureds in this insurance policy are
Directors (including Directors as Audit & Supervisory Committee Members), Audit &Supervisory Board Members and Executive Officers of the Company and some of theCompany’s subsidiaries (including consolidated subsidiaries in which the Company or its
subsidiary has an investment ratio of more than 50%), and the Company bears the fullamount of the insurance premiums for all of the insureds. However, the amount of litigation
expenses and legal indemnification, etc. resulting from an illegal act, etc. committed by aninsured are not covered by the insurance policy.
4) 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- to longterm business plan, etc. in order to sufficiently work as an incentive for the sustainableimprovement of corporate value, and the Company’s basic policy in deciding
compensation for each Director is to provide an appropriate level of compensationaccording to the role and position as a Director.
b) Operation and revision of the compensation plan for Directors and the amount of thecompensation for Directors are determined by the Board of Directors based on the
deliberation by the Advisory Committee Relating to Nominations and Compensationand 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 such as
the size of the Company and business characteristics, after obtaining advice from anexternal 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 aclear incentive to improve performance not only for the short-term, but also for the
medium- to long-term.
e) Compensation of the Chair and Director is made up of the “base compensation” andthe “restricted shares (“RS”) portion of share-based compensation,” taking into
account the sharing of interests with shareholders, since the Chair and Director is
responsible for supervising execution of business from an objective standpoint andalso for enhancing long-term corporate value.

– 48 –

f) Compensation of Part-time Internal Directors and External Directors consists only of“base compensation” due to their role of supervising the business execution 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 Chair and Director isdecided 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.
C) Policy regarding decisions on the amount of fixed compensation (base compensation)for each Director (including the policy regarding decisions on the timing and conditions
for paying compensation)a) The amount of fixed compensation (base compensation) for each Director shall be
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 and sharebased compensation) for each Director and the calculation method for the monetaryamount or number of shares (including the policy regarding decisions on the timing andconditions 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 andthe 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, and implements,
after three years of the commencement of each business year, delivery or payment(“delivery, etc.”) of the Company’s shares and/or an amount equivalent to theproceeds 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.

– 49 –

c) The share-based compensation adopts the system of executive compensation BIP(Board Incentive Plan) trust (the “Trust”). The Company Shares, etc. to be delivered,etc. is set at one Company’s share per one point, according to the number of points
calculated based on the formula below.
[Calculation formula of points]• PS portion
The number of points (the “Number of PS Points”) to be granted to Directors for eachfiscal year during the covered period is calculated by dividing the amount of predetermined base compensation with respect to each executive position by the shareprice as of the acquisition of the Company’s shares by the Trust.
The number of performance-based points shall be calculated by multiplying the
Number of PS Points granted for each fiscal year by the performance-based
coefficient determined based on the level of performance three years after the
beginning of the applicable fiscal year.
For the performance-based coefficient, the target ranges (0-200%) are set based on 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 positionby the share price as of the acquisition of the Company’s shares by the Trust.
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 delegated to 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 ina) 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.

– 50 –

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

Category

Total
number of
persons
paid

Monetary compensation(Millions of yen)

Total
payment
amount(Millionsof yen)Bonus(Performance-based incentive, etc.)

Base compensation
Number of
persons paid

Amount paid

Number of
persons paid

Amount paid

4

118

Directors (excluding
Audit & Supervisory
Committee Members)

11

588

10

301

(Of which,External
Directors)

(2)

(26)

(2)

(26)

(–)

Directors (Audit &Supervisory Committee
Members)

7

147

7

147

–

(Of which,External
Directors)

(4)

(45)

(4)

(45)

(–)

Total

18

736

17

448

4

118

Breakdown

Category

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

Directors (excluding
Audit & Supervisory
Committee Members)

Amount paid

Non-performance-based
compensation
Number of
persons paid

97

7

Amount paid

571

(Of which,External
Directors)

(–)

(–)

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

(–)

(–)

Total
Notes: 1.
2.

3.

4.

7

97

5

71

The number of Directors (excluding Directors as Audit & Supervisory Committee Members) shown above includes
three Directors who retired at the conclusion of the Ordinary General Meeting of Shareholders held on June 24,
2021.
The number of Directors (excluding Directors as Audit & Supervisory Committee Members) shown above includes
one Director (Audit & Supervisory Committee Member) as of the end of the fiscal year under review. This isbecause the amount of payment of share-based compensation (performance-linked portion) allotted during a period
when they served as an executive Director in the past was confirmed in the fiscal year under review. The number of
Directors (excluding Directors as Audit & Supervisory Committee Members) is currently seven (of which two areExternal Directors) as of the end of the fiscal year under review.
The number of Directors (Audit & Supervisory Committee Members) shown above includes two Directors (Audit &Supervisory Committee Members) who retired at the conclusion of the Ordinary General Meeting of Shareholders
held on June 24, 2021. The number of Directors (Audit & Supervisory Committee Members) is currently five (ofwhich three are External Directors) as of the end of the fiscal year under review.
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,– 51 –

5.

6.

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 4 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 be an amount of not more than ¥730
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.
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,” and the actual results that pertain to performance indicators are as presented in the table below. As
shown in Note 4 above, the amount paid as “monetary compensation” above includes the amount recorded by theCompany as an expense during the fiscal year under review.
Year-on-year
Business profitchangeFiscal year ended¥92,765 million+21.3%March 31, 2022

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,” and the actual results that pertain to performance indicators are as presented in thetable below. As shown in Note 5 above, the amount paid as “share-based compensation, etc. (non-monetarycompensation, etc.)” above includes performance-based stock incentive recorded as an expense for the fiscal year
under review.
The achievementBusiness profit
ROE
linked coefficient
Fiscal year ended
22.0%¥76,448 million
7.4%
March 31, 2021
Fiscal year ended
127.0%¥92,765 million
9.2%
March 31, 2022

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.”

9.

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.
10. The Company revised the policy regarding decisions of the details of the compensation, etc. for each individual
Director excluding Audit & Supervisory Committee Members from FY2022, deciding that the details andcalculation method for performance indicators, etc., relating to bonuses, which are monetary compensation, would
retain a central emphasis on evaluation of performance in terms of consolidated business profit, etc., but would also
now include an evaluation by non-financial indicators (sustainability factors, etc.). The purpose of this change is toincrease Directors’ awareness of sustainability, and in FY2022, the Company plans to conduct an evaluation basedon BEI* as a non-financial indicator.
* Building Energy-efficiency Index. An index for evaluating the energy-efficiency performance of buildings based on
the energy-efficiency standards under the Act on the Improvement of Energy Consumption Performance of
Buildings (Building Energy Efficiency Act). It represents the primary energy consumption standard for buildings.

– 52 –

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

Director

Name
Tetsuro Higashi

Katsura Ito

Significant concurrent positions

Relationship with the Company

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

Not applicable

Outside Director of Ube Industries,
Ltd.

Not applicable

General Manager and Chief Learning
Officer of Microsoft Japan Co., Ltd.

There are transactions between
Microsoft Japan Co., Ltd. and theCompany related to user support for
Microsoft Japan Co. Ltd.’s products.

––

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

Representative of Akiko Miyakawa
CPA Office

Not applicable

Director
Tetsu Takahashi(Audit & Supervisory
Committee Member)

Executive Partner of ITN law office

Not applicable

External Director of McDonald’s
Holdings Company (Japan), Ltd.

Not applicable

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

Not applicable

Outside Audit & Supervisory Board
Member of eBOOK Initiative Japan
Co., Ltd.

Not applicable

Notes: 1.
2.
3.

4.

Director Katsura Ito resigned as Director on March 31, 2022.
Director (Audit & Supervisory Committee Member) Tetsu Takahashi was Outside Audit & Supervisory Board
Member of eBOOK Initiative Japan Co., Ltd. and External Director of McDonald’s Company (Japan), Ltd., but heretired from these positions on February 28, 2022 and March 29, 2022, respectively.
The Company and some of its subsidiaries have transactions with Microsoft Japan Co., Ltd., which was an importantconcurrent position of Ms. Katsura Ito, who was a Director of the Company until March 31, 2022. Thesetransactions related mainly to user support for Microsoft Japan Co., Ltd.’s services and products. However, in themost recent fiscal year, the amount of these transactions was negligible at less than 0.1% of the Company’s
consolidated net sales and Microsoft Japan Co., Ltd.’s net sales.
Ube Industries, Ltd., where Director Tetsuro Higashi concurrently serves in a significant position, changed its
corporate name to UBE Corporation as of April 1, 2022.

– 53 –

b. Main activities for the fiscal year under review
Category

Name

Main activities and outline of duties performed in relation to expected roles

Director

Tetsuro Higashi

Mr. Higashi attended 20 out of 21 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
Chairman of the Advisory Committee Relating to Nominations andCompensation.

Director

Katsura Ito

Ms. Ito attended 17 out of 17 meetings of the Board of Directors held from after
she assumed the position on June 24, 2021, until she retired on March 31, 2022.
She was expected to contribute to strengthening the supervisory function of theBoard of Directors and ensuring fair and transparent management. She
expressed her opinions at the meetings of the Board of Directors by drawing on
her wealth of knowledge, experience, and profound insights related to ICT anddigital field.

Directors (Audit &Yoshio Mogi
Supervisory
Committee Members)

Mr. Mogi attended 21 out of 21 meetings of the Board of Directors and 12 outof 12 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 21 out of 21 meetings of the Board of Directors and 12
out of 12 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 21 out of 21 meetings of the Board of Directors and 12
out of 12 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, as a representative of a law firm, and as
an outside director and outside audit & supervisory board member. In addition,
he is a member of the Advisory Committee Relating to Nominations andCompensation.

– 54 –

(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

83

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

194

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

– 55 –

(4) Policy regarding decisions on the dividends of surplus
As for the year-end dividend, the Company set the year-end dividend for the fiscal year ended
March 31, 2022 at 55.0 yen per share, which is an increase of 7.5 yen per share from the forecast
announced in January 2022. Combined with the second quarter-end dividend already paid, theannual dividend per share is 97.5 yen.
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 44.3%.
Under the mid- to long-term business plan, which was formulated in April 2022, the Company
set a policy of the total return ratio to be 40-50% in Phase 1 (from the fiscal year ending March
31, 2023 to the fiscal year ending March 31, 2025). In regard to the dividend for the next fiscal
year, the Company intends to set both the second quarter-end and the year-end dividend for the
fiscal year ending March 31, 2023 at 55.0 yen per share, therefore the annual dividend per shareis expected to be 110.0 yen.
* Acquisition of treasury shares by resolution at the meetings of the Board of Directors held on October 28, 2021, andJanuary 27, 2022
Type and number of shares acquired: 2,552,100 common shares
Total amount of shares acquired:¥6,999 million
Period of acquisition:
From October 29, 2021 to April 25, 2022

– 56 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2022
(Millions of yen)
Liabilities

AssetsCurrent Assets:
Cash and Deposits
Notes and Accounts Receivable - Trade,
and Contract Assets

1,126,802
69,03822,025

Real Estate for Sale

371,504

Real Estate for Sale in Process

333,860

Land Held for Development

188,417Equity Investments

33,871

Other

108,106

Allowance for Doubtful Accounts(20)

Non-current Assets:

913,703

Property, Plant and Equipment

726,386

Buildings and Structures

200,163Land

497,599

Other

28,623

Intangible Assets

19,933

Investments and Other Assets

167,383

Investment Securities

101,155

Leasehold and Guarantee Deposits

30,047

Deferred Tax Assets

27,322

Other

8,858

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

357,980
80,992
108,500
10,00022,29943,8579,934
549
881,8381,061,127
150,000
754,235
59,301
58,207
3,902
3,567
16,644
15,267
1,419,107

Net Assets(0)2,040,506

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

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

– 57 –

604,115
118,604
114,993382,382(11,864)
14,646
7,337
(332)
7,868
1,254
(1,481)927
1,708
621,398
2,040,506

CONSOLIDATED STATEMENT OF INCOME(From April 1, 2021 to March 31, 2022)(Millions of yen)

Operating Revenue
Operating Costs
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Share of Profit of Entities Accounted for Using Equity Method
Gain on Sales of Non-current Assets
Gain on Reversal of Share Acquisition Rights
Subsidy for Cooperation Income
Other
Non-operating Expenses
Interest Expenses
Other
Ordinary Profit
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.

– 58 –

645,049
439,737
205,312
114,101
91,210
1,846
70
97
895
19
25
269
468
10,4998,825
1,673
82,557
1,505
568
281
655
81,05232,301(6,629)55,38068
55,312

NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2022
(Millions of yen)
Liabilities

AssetsCurrent Assets:
Cash and Deposits

43,767

Accounts Receivable - Trade

1,991

Prepaid Expenses

208

Short-term Loans Receivable

325,028

Other

47,204Non-current Assets:

102

Buildings

40

Tools, Furniture and Fixtures

62

967

Other

123

Investments and Other Assets
Investment Securities
Shares of Subsidiaries and Associates
Long-term Loans Receivable from
Subsidiaries and Associates
Long-term Prepaid Expenses
Deferred Tax Assets
Other
Allowance for Doubtful Accounts

Short-term Borrowings

108,500

Current Portion of Bonds Payable

10,000Accrued Expenses

Deposits Received

694
183,953

Provision for Bonuses

306

Provision for Bonuses for Directors (andOther Officers)

118

Other

114

150,000

Long-term Borrowings

752,000

Other

4,098

Total Liabilities

517

1,083,925
Net Assets

0(2,776)

Shareholders’ Equity:

501,137

Share Capital

118,604

Capital Surplus

118,967

Legal Capital Surplus

118,967

Retained Earnings

275,430

Other Retained Earnings

275,430

Retained Earnings Brought Forward
Treasury Shares

33
275,397(11,864)

Valuation and Translation Adjustments:(7)

Valuation Difference on Available-forsale Securities

7

Deferred Gains or Losses on Hedges(14)

Share Acquisition Rights:

927

Total Net Assets
1,585,983

377
5,529

Reserve for Purchase of SpecificSharesTotal Assets

907,907

Bonds Payable

Provision for Share Awards
980,100520
54,612

Non-current Liabilities:

1,166,589

721
1,124

Income Taxes Payable

1,090

Software176,018

Accounts Payable - Other

1,167,782

Property, Plant and Equipment

Intangible Assets

Current Liabilities:

418,200

Total Liabilities and Net Assets

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

– 59 –

502,057
1,585,983

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2022
(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
Foreign Exchange Gains
Other
Non-operating Expenses
COVID-19 Workplace Vaccination Fee
Loss on Investments in Partnership
Commission Fee
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.

– 60 –

255,463
234,458
15,915
815
4,273
9,478
245,984
9,774
236,209
66
0
49
7
9
148
70
47
25
5
236,127
25
25
167
167
235,9861,010(26)
235,002

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

Independent Auditor’s Report
May 16, 2022
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Toshihiro Morishige (Seal)
Certified Public Accountant
Designated and Engagement Partner
Kenji Sato (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 inshareholders’ equity and the notes to the consolidated financial statements of Nomura Real Estate Holdings, Inc. (the“Company”) applicable to the fiscal year from April 1, 2021 through March 31, 2022.
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, 2022 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 audit opinion.
Other Information
The other information refers to the business report and its supplementary schedules. Management is responsible for preparing
and disclosing the other information. In addition, the Audit & Supervisory Committee is responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the reporting process for the other information.
The scope of our audit opinion on the consolidated financial statements does not include the content of the other information,
and we do not express an opinion regarding the other information.
Our responsibility in auditing the consolidated financial statements is to read through the other information, and in the process ofreading it, we examine whether there are material differences between the other information and the consolidated financial
statements or the knowledge we have gained in the auditing process, and we also pay attention as to whether there are any
indications in the other information of material errors besides such material differences.
If we determine there to be material errors in the other information based on the work we have performed, we are required toreport those facts.
There are no matters to report regarding the other information.
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 andoperation of the financial reporting process.

– 61 –

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.
・ 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.

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

Independent Auditor’s Report
May 16, 2022
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Toshihiro Morishige (Seal)
Certified Public Accountant
Designated and Engagement Partner
Kenji Sato (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 shareholders’ equity, the notes to the non-consolidated financial statements and the related supplementaryschedules of Nomura Real Estate Holdings, Inc. (the “Company”) (hereinafter referred to as the “non-consolidated statements,etc.”) applicable to the 18th business year from April 1, 2021 through March 31, 2022.
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 18th business year ended
March 31, 2022 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.
Other Information
The other information refers to the business report and its supplementary schedules. Management is responsible for preparing
and disclosing the other information. In addition, the Audit & Supervisory Committee is responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the reporting process for the other information.
The scope of our audit opinion on the non-consolidated financial statements, etc. does not include the content of the otherinformation, and we do not express an opinion regarding the other information.
Our responsibility in auditing the non-consolidated financial statements, etc. is to read through the other information, and in theprocess of reading it, we examine whether there are material differences between the other information and the non-consolidated
financial statements, etc. or the knowledge we have gained in the auditing process, and we also pay attention as to whether there
are any indications in the other information of material errors besides such material differences.
If we determine there to be material errors in the other information based on the work we have performed, we are required toreport those facts.
There are no matters to report regarding the other information.
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.

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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.
・ 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 Company’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 Company 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.

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Audit Report of the Audit & Supervisory Committee(Translation)

Audit Report
The Audit & Supervisory Committee has conducted audit on the execution of duties by Directors for the 18th business year from
April 1, 2021 to March 31, 2022, 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 shareholders’ equity 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 shareholders’ equity 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 18, 2022
Nomura Real Estate Holdings, Inc. Audit & Supervisory Committee
Audit & Supervisory Committee Member (Full-time) Hiroyuki Kimura (Seal)
Audit & Supervisory Committee Member (Full-time) Yasushi Takayama (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 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.

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