Please note that the following is an unofficial English translation of a part of Japanese original text of the Notice of Convocationof the 10th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides thistranslation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event ofany discrepancy between this translation and the Japanese original, the latter shall prevail.

To:(Code: 3231)
June 5, 2014

Shareholders

Kamezo NakaiPresident
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, TokyoJAPAN

Notice of Convocation of the 10th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 10th Ordinary General Meeting of Shareholders ofNomura Real Estate Holdings, Inc., which will be held as follows.
If you are unable to attend the meeting in person, you may exercise your voting rights by eitherof the following two methods. Please review the attached reference documents for the General Meetingof Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 26 (Thursday), 2014.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for each of the proposals on the enclosed proxy card, andreturn it so that it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please access the website for exercising voting rights specified by the Company (http://www.evote.jp/,Japanese-only) and enter your approval or disapproval for each of the proposals listed thereon before thedeadline stated above.

Description
1. Date and Time:

Friday, June 27, 2014, at 10:00 a.m.

2. Place:

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

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

The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the 10th term (from April 1, 2013
to March 31, 2014); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five (5) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member–1–4. Handling the exercising of voting rights:(1) If you exercise your voting rights twice through voting by mail and by electronic method (via theInternet, etc.), we will deem the vote cast electronically to be the effective one.
(2) If you exercise your voting rights more than once by electronic method (via the Internet, etc.) or
redundantly using a computer, etc. and cell phone, we will deem the last vote cast to be theeffective one.
*If attending the meeting in person, please present the enclosed proxy card at the reception desk.
*If circumstances arise whereby revisions should be made to the contents of the reference documents for
the General Meeting of Shareholders, the business report, consolidated financial statements, and nonconsolidated financial statements, such notification shall be published on the following Company’swebsite.
[The Company’s website]
http://www.nomura-re-hd.co.jp/english/ir/–2–

CONSOLIDATED BALANCE SHEETAs of March 31, 2014
(Millions of yen)
Liabilities

AssetsCurrent Assets:

496,978

Cash and Deposits

45,484

Notes and Accounts Receivable-trade

14,770

Short-term Investment Securities

22,500Real Estate for Sale

45,047

Real Estate for Sale in Process

217,838

Land Held for Development

85,974Equity Investments

7,128

Deferred Tax Assets

7,384

Other

51,025

Allowance for Doubtful Accounts(177)

Noncurrent Assets:

816,909

Property, Plant and Equipment

716,093

Buildings and Structures

242,176Land

467,610

Other

6,306

Intangible Assets

9,382

Investments and Other Assets

91,433

Investment Securities

47,630

Lease and Guarantee Deposits

19,223

Deferred Tax Assets

21,860

Other

2,720

Allowance for Doubtful Accounts

Total Assets(1)

1,313,887

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

288,094
37,629152,683
10,000
8,091
9,175
148
6,087586112
63,580607,095
23,000431,900
57,12467,421
4,537
473
14,901
7,737
895,190

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

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

–3–348,347
116,024
93,353
138,971(2)
7,333(689)
25
7,224
32
742
1,273
61,742
418,697
1,313,887

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2014
(Millions of yen)

Operating Revenue
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Income
Non-Operating Income
Interest Income
Dividends Income
Equity in Earnings of Affiliates
Other
Non-Operating Expenses
Interest Expenses
Other
Ordinary Income
Extraordinary Income
Gain on Sales of Noncurrent Assets
Reversal of Provision for Loss on Disaster
Compensation Income
Extraordinary Losses
Impairment Loss
Income before Income Taxes and Minority Interests
Income Taxes-current
Income Taxes-deferred
Income before Minority Interests
Minority Interests in Income
Net Income
Note: The figures are denoted by rounding fractions down to the unit indicated.

–4–532,016
372,680
159,335
85,02774,307
1,442
76
887
9
469
11,692
10,026
1,666
64,058
961
544
295
122
16,572
16,572
48,447
13,8286,283
28,335
1,491
26,844Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The proposed appropriation of surplus is as described below.
Year-end dividends
Distribution of profits will be decided in accordance with the financial results, based on acomprehensive review of the management environment, capital investment plans, and other factors, inaddition to consideration of earnings retained. We intend to decide the amount of year-end dividends forthe 10th term as follows:
As a result, the amount of annual dividend will be ¥35 per share including ¥15 per share as theinterim dividend, an increase of ¥5 per share compared to the previous fiscal year.
(1) Type of dividend propertyCash(2) Appropriation of dividend property to shareholders and total amount of dividend¥20 per common shareTotal ¥3,818,111,880(3) Effective date of dividend payout
June 30, 2014–5–Proposal No. 2: Election of Five (5) Directors
Directors Seiji Matsumoto and Takao Orihara resigned as of March 31, 2014. Accordingly, wewould like you to elect five (5) directors including one (1) external director to reinforce theadministrative organization.
The candidates for director are as follows.
Name
Brief Personal History, Responsibilities and Significant
ShareholdingsConcurrent Positionsof the(Date of Birth)Company*1. Eiji Kutsukake(Brief Personal History)－(Sep. 12, 1960)
Joined Nomura Securities Co., Ltd. (currently,Apr. 1984
Nomura Holdings, Inc.)
Executive Managing Director of Nomura
Apr. 2007
Securities Co., Ltd.
Senior Managing Director of Nomura Securities
Oct. 2008
Co., Ltd.
Senior Corporate Managing Director of Nomura
Apr. 2009
Securities Co., Ltd.
Executive Vice President of Nomura Securities
Apr. 2011
Co., Ltd.
Senior Corporate Managing Director Chief
Apr. 2011
Operating Officer of Nomura Holdings, Inc.
Executive Managing Director of Nomura
Apr. 2012Holdings, Inc.
Deputy President of Nomura Securities Co., Ltd.
Aug. 2012
Director and Deputy President of Nomura
Apr. 2013
Securities Co., Ltd.
Advisor of Nomura Real Estate Holdings, Inc.
Apr. 2014(To present)–6–Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions*2. Seiichi Miyajima (Brief Personal History)(Aug. 3, 1958)
Apr. 1981 Joined Nomura Real Estate Development Co.,
Ltd.
Jun. 2004
Director of Nomura Real Estate Development
Co., Ltd.
Apr. 2008 Senior Executive Officer of Nomura Real EstateDevelopment Co., Ltd.
Apr. 2009 Managing Executive Officer of Nomura Real
Estate Development Co., Ltd.
Apr. 2012 Director (Representative Director) and Senior
Managing Executive Officer of Nomura Real
Estate Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate
Holdings, Inc.
(To present)
Apr. 2014 Director (Representative Director) and Executive
Vice President of Nomura Real Estate
Development Co., Ltd.
Head of Residential Development Division (Nonregular member of the staff), Supervisor ofDevelopment Planning Division(To present)(Responsibilities)
Residential Development and Development Planning(Significant Concurrent Positions)
Director (Representative Director) and Executive VicePresident of Nomura Real Estate Development Co., Ltd.

–7–Shareholdingsof theCompany
28,100Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions*3. Toshiaki Seki
(Mar. 27, 1958)(Brief Personal History)
Apr. 1980
Joined Nomura Real Estate Development Co.,
Ltd.
Jun. 2003
Director of Nomura Real Estate Development
Co., Ltd.
Mar. 2007
Managing Director of Nomura Real Estate
Development Co., Ltd.
Apr. 2007
President (Representative Director) of
NOMURA LIVING SUPPORT CO., LTD.
Apr. 2008
President (Representative Director) and Chief
Executive Officer of NOMURA LIVINGSUPPORT CO., LTD.
Dec. 2010
President (Representative Director) of Nomura
Real Estate Reform Co., Ltd.
May 2012
Executive Officer of Nomura Real Estate
Holdings, Inc.
(To present)
Apr. 2013
Director of NOMURA BUILDINGMANAGEMENT CO., LTD. (currently,Nomura Real Estate Partners Co., Ltd.)
Apr. 2014
President (Representative Director) and Chief
Executive Officer of Nomura Real Estate
Partners Co., Ltd.
(To present)(Responsibilities)
Property & Facility Management Business(Significant Concurrent Positions)
President (Representative Director) and Chief Executive
Officer of Nomura Real Estate Partners Co., Ltd.

–8–

Shareholdingsof theCompany
24,000Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions*4. Hiroyuki Kimura (Brief Personal History)
Apr. 1984
Joined Nomura Real Estate Development Co.,
(Mar. 30, 1962)
Ltd.
Apr. 2009
Executive Officer of Nomura Real Estate
Development Co., Ltd.
Jun. 2009
Director of Nomura Real Estate Holdings, Inc.
Apr. 2010
President (Representative Director) of Nomura
Real Estate Investment Management Co., Ltd.
Apr. 2010
Director of Nomura Real Estate CapitalManagement Co., Ltd.
Apr. 2010
Director of Nomura Real Estate AssetManagement Co., Ltd.
Oct. 2011
Managing Director of Nomura Real Estate
Asset Management Co., Ltd.
May 2012
Executive Officer of Nomura Real Estate
Holdings, Inc.
Jun. 2012
Director and Executive Officer of Nomura Real
Estate Holdings, Inc.
Apr. 2013
Director and Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.,in charge of Finance & Accounting Dept.
(To present)
Jun. 2013
Executive Officer of Nomura Real Estate
Holdings, Inc.
(To present)(Responsibilities)
Chief Financial Officer, Investor Relations and Asset Risk
Management Dept.
(Significant Concurrent Positions)
Director and Managing Executive Officer of Nomura Real
Estate Development Co., Ltd.

–9–Shareholdingsof theCompany
10,200Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions*5. Satoko Shinohara (Brief Personal History)
Apr. 1983
Joined Koyama Atelier(Sep. 3, 1958)
May 1987
Director of Spatial Design Studio
Oct. 1990
Director of Kengo Kuma and Associates
Nov. 2000
Representative Director of Spatial DesignStudio(To present)
Mar. 2009
Representative Director of Kengo Kuma andAssociates(To present)
Feb. 2010
Representative Partner of Satoko Shinohara
Living Design Institute LLC(To present)
Apr. 2010
Professor of Japan Women’s University(To present)(Significant Concurrent Positions)Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma and Associates
Representative Partner of Satoko Shinohara Living DesignInstitute LLC
Professor of Japan Women’s University

Shareholdingsof theCompany－Notes:1. New candidates for director are marked with an asterisk.
2. The companies, which Satoko Shinohara represents, have transactions with the Company’s subsidiaries mainly in consulting
for community designs, as described below. There are no special conflicts of interests between the other candidates and theCompany.
(1) Spatial Design Studio, for which Satoko Shinohara serves as Representative Director, has the above describedtransactions with the Company’s wholly owned subsidiaries (Nomura Real Estate Development Co., Ltd. and Nomura
Real Estate Partners Co., Ltd.).
(2) Satoko Shinohara Living Design Institute LLC, for which Satoko Shinohara serves as Representative Partner, has theabove described transactions with Nomura Real Estate Development Co., Ltd.
3. Satoko Shinohara is a candidate for external director. Her name as described here and above is her professional name, but her
name on the family register is Satoko Kuma.
4. The Company requests that Satoko Shinohara be elected as external director because she has great knowledge and experienceand profound insights acquired through her many years working as an architect.
5. If the election of Satoko Shinohara is approved, the Company will enter into an agreement with her to limit her liability fordamages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of theCompanies Act. The maximum amount of liability based on the said agreement, on condition that she performs her duties ingood faith and without gross negligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1of the Companies Act.

– 10 –

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
Audit & supervisory board member Shigeaki Yoshioka will resign at the conclusion of thisOrdinary General Meeting of Shareholders. Accordingly, we would like you to elect one (1) audit &supervisory board member.
The Audit & Supervisory Board has previously given its consent to this proposal.
The candidate for audit & supervisory board member is as follows.
Name(Date of Birth)

Brief Personal History, Responsibilities and Significant
Concurrent Positions*Takao Orihara(Feb. 6, 1958)(Brief Personal History)
Apr. 1980
Joined Nomura Real Estate Development Co.,
Ltd.
Jun. 2005
Director of Nomura Real Estate Holdings, Inc.
Jun. 2005
Director of Nomura Real Estate Development
Co., Ltd.
Apr. 2008
Director and Senior Executive Officer ofNomura Real Estate Development Co., Ltd.
Apr. 2009
Director and Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.
Apr. 2010
Director of NREG TOSHIBA BUILDING Co.,Ltd.
May 2012
Director and Executive Officer of Nomura Real
Estate Holdings, Inc.
Apr. 2014
Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
(To present)
Apr. 2014
Audit & Supervisory Board Member of GEO
AKAMATSU CO., LTD.
(To present)
Apr. 2014
Advisor of Nomura Real Estate Holdings, Inc.
(To present)(Significant Concurrent Positions)Audit & Supervisory Board Member of Nomura Real Estate
Development Co., Ltd.
Audit & Supervisory Board Member of GEO AKAMATSU
CO., LTD.

Notes:
1. A new candidate for audit & supervisory board member is marked with an asterisk.
2. There are no special conflicts of interests between the candidate and the Company.

– 11 –

Shareholdingsof theCompany
25,500