[For Translation Purposes Only]

For Immediate Release
To Whom It May Concern

February 1, 2018

Nomura Real Estate Master Fund, Inc.
Securities Code: 3462
Shuhei Yoshida, Executive Director
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Norio Ambe, President & Chief Executive Officer
Inquiries:
Ken Okada
Director and Managing Executive Officer
TEL. +81-3-3365-8767 nmf3462@nomura-re.co.jp

Notice Concerning the Issuance of New Investment Units andSecondary Offering of Investment Units
Nomura Real Estate Master Fund, Inc. (“Nomura Master Fund” or “NMF” or the “Fund”) today announced that, at
the Board of Directors meeting held on February 1, 2018, it has resolved to issue new investment units and conduct asecondary offering of investment units as follows.
1.

Issuance of New Investment Units through Public Offering (Primary Offering)(1) Total number of units to beoffered(2) Amount to be paid (issue value)(3) Total amount to be paid (total
issue value)(4) Issue price (offer price)

132,000 units
To be determined
The price shall be determined at the Board of Directors meeting to beheld between February 13, 2018 (Tuesday) and February 16, 2018
(Friday) (the “Pricing Date”), in accordance with the method stated in
Article 25 of the Regulations Concerning Underwriting, Etc. of
Securities adopted by the Japan Securities Dealers Association
To be determined
The price shall provisionally be calculated by deducting the
anticipated distribution of ¥3,020 per unit from the closing price of
the investment units of Nomura Master Fund (the “Investment Units”
or the “Units” ) in a regular trading session at the Tokyo Stock
Exchange, Inc. (the “TSE”) on the Pricing Date (if the closing price is
not available on such date, the closing price on the immediately
preceding date) and then by multiplying a factor of 0.90 to 1.00
(amounts less than one yen to be rounded down) , considering thedemand for new investment units and other related factors, inaccordance with the method stated in Article 25 of the Regulations
Concerning Underwriting, Etc. of Securities adopted by the Japan

Note: This press release is a public announcement concerning the Fund’s issuance of new investment units and has not been
prepared for the purpose of solicitation of investment. We caution readers to refer to the Fund’s Offering Circular
for the Issuance of New Investment Units and Secondary Offering and the Notices of Amendments thereto (if any)
and to undertake investment decisions at their own judgement and responsibility. In addition, this press release does
not constitute an offer of securities in the United States of America. The securities referred to above have not been,
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

1(5) Total issue price (total offer
price)(6) Offering method(7) Underwriting Agreement(8) Minimum number of units forapplication(9) Application period

Securities Dealers Association.
To be determined
The offering of the Investment Units shall be through a public offering,and underwritten in full by a group of underwriters (collectively, the“Underwriters”)
The Underwriters shall pay the total amount to be paid (total issue
value) in the public offering to Nomura Master Fund on the payment
date stated in (10) below. The difference between the total issue price(total offer price) and the total amount to be paid (total issue value)
shall be proceeds of the Underwriters. Nomura Master Fund will pay
no underwriting fee to the Underwriters.
One unit or more in multiples of one unit

From the business day immediately following the Pricing Date to the
day two business days after the Pricing Date(10) Payment date
March 1, 2018 (Thursday)(11) Delivery date
March 2, 2018 (Friday)(12) Amount to be paid (issue value), Issue price (offer price) and other items required for the issuance of the
new investment units shall be determined at a future Board of Directors meeting.
(13) The aforementioned items shall be subject to the effectiveness of the securities registration statement
filed in accordance with the Financial Instruments and Exchange Act of Japan.
2.

Secondary Offering of Investment Units (Over-Allotment) (Please refer to <Reference Information>1.
Below.)(1) The number of investment
units to be offered(2) Offer price(3) Total offer price(4) Offering method

6,670 units
The above number of units is the maximum number of investment
units to be offered through the secondary offering (over-allotment)
to be conducted by the lead managing underwriter for the primaryoffering, after taking into account factors such as status of demandat the time of the primary offering. The number may decrease, orthe secondary offering (over-allotment) itself may be cancelled,depending on the status of demand for the primary offering andother factors. The number of investment units to be offered shallbe determined at the Board of Directors meeting to be held on the
Pricing Date, taking into account the status of demand for the
primary offering and other factors.
To be determined
The offer price shall be determined on the Pricing Date, and shall be
the same as the issue price(offer price) for the primary offering.
To be determined
The lead managing underwriter for the primary offering, may borrow
up to 6,670 Investment Units from a unitholder of the Fund and sell
those units in consideration of the demand and other factors of the
primary offering.
One unit or more in multiples of one unit(5) Minimum number of units
for application(6) Application period
Same as the application period for the primary offering(7) Delivery date
March 2, 2018 (Friday)(8) The offer price and other items required for the secondary offering shall be determined at a future Boardof Directors meeting.
Note: This press release is a public announcement concerning the Fund’s issuance of new investment units and has not been
prepared for the purpose of solicitation of investment. We caution readers to refer to the Fund’s Offering Circular
for the Issuance of New Investment Units and Secondary Offering and the Notices of Amendments thereto (if any)
and to undertake investment decisions at their own judgement and responsibility. In addition, this press release does
not constitute an offer of securities in the United States of America. The securities referred to above have not been,
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

2(9) The aforementioned items shall be subject to the effectiveness of the securities registration statement
filed in accordance with the Financial Instruments and Exchange Act of Japan.
3.

Issuance of New Investment Units through Third-party Allotment (Please refer to <Reference
Information >1. Below.)(1) The number of investment
units to be offered(2) Amount to be paid (issue
value)

6,670 units
To be determined
Amount to be paid (issue value) shall be determined at the Board of
Directors meeting to be held on the Pricing Date, and shall be the sameas amount to be paid (issue value) for the primary offering.

(3) Total amount to be paid
To be determined(issue value)(4) Minimum number of units
One unit or more in multiples of one unit
for application(5) Application period
March 19, 2018 (Monday)(Application date)(6) Payment date
March 20, 2018 (Tuesday)(7) Issuance of new investment units with no application for subscription on or before the application period(application date) subscribed in (5) above shall be cancelled.
(8) The amount to be paid (issue value) and other items required for the issuance of new investment units
through third-party allotment shall be determined at a future Board of Directors meeting.
(9) The aforementioned items shall be subject to the effectiveness of the securities registration statement
filed in accordance with the Financial Instruments and Exchange Act of Japan.
< Reference Information>
1. Secondary Offering (Over-Allotment)
The lead managing underwriter for the primary offering, may conduct a secondary offering (over-allotment), a maximum limit of 6,670
units, borrowed by the lead managing underwriter from a unitholder of the Fund, apart from the primary offering, after considerationof the demand for the new Investment Units and other factors in the primary offering. The number of Units in the secondary offering(over-allotment) is scheduled to be 6,670 units. However, such number is the maximum limit and may be reduced based on the demandor other factors, or may be cancelled.
In relation to the secondary offering (over-allotment), the Fund resolved at the Board of Directors meeting held on February 1, 2018
(Thursday) to issue 6,670 new Investment Units through third-party allotment (the “Third-Party Allotment”) to the lead managing
underwriter , in order for the lead managing underwriter to obtain the Investment Units necessary to return the Investment Units
borrowed from the unitholder of the Fund (the “Borrowed Units”). The payment date of the Third-Party Allotment (the “Third-Party
Allotment Payment Date”) is determined to be March 20, 2018 (Tuesday).
Also, the lead managing underwriter may purchase up to the maximum number of Investment Units offered in the said secondaryoffering (over-allotment) at the Tokyo Stock Exchange in order to return the Borrowed Units (the “Syndicated Cover Transaction”),
from the day after the end of the public offering and secondary offering (over-allotment) Application Period to March 13, 2018
(Tuesday) (the “Syndicated Cover Transaction Period”). All of the Units purchased by the lead managing underwriter through theSyndicated Cover Transaction will be used to return the Borrowed Units. The lead managing underwriter may also decide not to conduct
the Syndicated Cover Transaction or purchase a certain number of Units less than the total over-allotted Units.
Furthermore, with the public offering and secondary offering (over-allotment), the lead managing underwriter may use thestabilization transaction and all or part of the Units purchased through the said stabilization transaction will be used to return the
Borrowed Units.
The lead managing underwriter plans to apply for the Third-Party Allotment in order to obtain the same number of Investment
Units sold through the secondary offering (over-allotment), excluding the number of Units purchased through the Syndicated CoverTransaction, to return the borrowed Units. Therefore, the lead managing underwriter may not apply for all or part of the Units issued
Note: This press release is a public announcement concerning the Fund’s issuance of new investment units and has not been
prepared for the purpose of solicitation of investment. We caution readers to refer to the Fund’s Offering Circular
for the Issuance of New Investment Units and Secondary Offering and the Notices of Amendments thereto (if any)
and to undertake investment decisions at their own judgement and responsibility. In addition, this press release does
not constitute an offer of securities in the United States of America. The securities referred to above have not been,
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

3

by the Third-Party Allotment, and as a result, the ultimate number of units issued by the Third-Party Allotment may, due to forfeiture,
decrease, depending on the applied number of units, or no units may be issued at all.
2.

Change in Number of Investment Units Issued and Outstanding after the Issuance of New Investment Units
Number of Investment Units issued and outstanding at present:
Number of the Investment Units to be issued through public offering:
Total number of Investment Units issued and outstanding after
the issuance of the new Investment Units through public offering:Number of new Investment Units to be issued through the Third-party
Allotment:
Total number of Investment Units issued and outstanding
after the Third-party Allotment:

4,183,130 units
132,000 units
4,315,130 units
6,670 units (Note)
4,321,800 units (Note)(Note) The number assuming that the lead managing underwriter applies for all the Units to be issued by the Third-party Allotment
and all such Units are issued.
3.

Purpose of and Reason for the Issuance
For the purpose of securing stable income over the medium to long term and ensuring the steady growth of assets under management
through the acquisition of new assets, the Fund has resolved financing through the issue of new investment units, after comprehensive
consideration of the profitability of assets to be acquired, LTV level, distribution level, economic conditions and other factors.

4.

Net Amount and Use of Proceeds, and Scheduled Timing of Expenditures(1) Amount of Proceeds (Net Proceeds)¥ 20,000,000,000 (maximum)(Note) The total amount of the net proceeds obtained from the primary offering (¥19,038,000,000) and the maximum
amount of the net proceeds obtained from Third-Party Allotment (¥962,000,000). Also, the stated amount is the
expected amount calculated based on the closing price of the Investment Unit in a regular trading session at theTokyo Stock Exchange, Inc. as of January 24, 2018 (Wednesday).
(2)

Use of Proceeds and Scheduled Expenditure Date
The proceeds from the issue of new investment units through the primary offering and the Third -Party Allotment arescheduled to be used as a part of the funds for the acquisition of real estate that the Fund anticipates to acquire, which
is described in “Notice Concerning Property Acquisition” dated today.

5. Designation of distributees
Not applicable6.

Outlook
Please refer to “Notice Concerning Forecasts of Financial Results for the Fiscal Period Ending August 31, 2018 and February 28,
2019” released separately today.

7.

Past Status of Operation and Equity Finance, etc.
(1) Status of Investment Unit Price(i) Past Three Fiscal Periods
Fiscal Period Ended
August 31, 2016

Fiscal Period Ended
February 28, 2017

Fiscal Period Ended
August 31, 2017

Opening Price¥152,600¥170,300¥168,200

Highest Price¥176,200¥178,500¥173,200

Lowest Price¥149,500¥158,500¥145,300

Closing Price¥170,700¥168,300¥145,300

Note: This press release is a public announcement concerning the Fund’s issuance of new investment units and has not been
prepared for the purpose of solicitation of investment. We caution readers to refer to the Fund’s Offering Circular
for the Issuance of New Investment Units and Secondary Offering and the Notices of Amendments thereto (if any)
and to undertake investment decisions at their own judgement and responsibility. In addition, this press release does
not constitute an offer of securities in the United States of America. The securities referred to above have not been,
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

4

(ii) Past Six Months
August2017

September
2017

October
2017

November
2017

December
2017

January
2018

Opening Price¥155,900¥146,300¥145,800¥141,100¥142,000¥141,200

Highest Price¥156,500¥147,000¥146,500¥144,800¥144,500¥156,100

Lowest Price¥145,300¥141,500¥137,800¥136,000¥139,300¥139,300

Closing Price¥145,300¥146,300¥142,100¥141,700¥139,900¥152,000(iii) Investment Unit Price the Day before
January 31, 2018
Opening Price¥149,900

Highest Price¥153,500

Lowest Price¥148,600

Closing Price¥152,000(2)

Past Status of Equity Finance during the three most recent fiscal periods
None.

8. Lock-up(1) In connection with the Primary Offering, Nomura Real Estate Development Co., Ltd., has entered into an agreement with the leadmanaging underwriter, to the effect that, without a prior written consent of the lead managing underwriter, no sale, etc. of theInvestment Units (excluding lending, etc. of the Investment Units accompanying the secondary offering through over-allotment)
shall be conducted during the period beginning on the Pricing Date and ending on the date that is the 180th day after the Delivery
Date of the concerned offering.
(2) In addition, in connection with the Primary Offering, the Fund has entered into an agreement with the lead managing underwriter,
to the effect that, without a prior written consent of the lead managing underwriter, no issuance, etc. of the Investment Units(excluding issuance, etc. of the Investment Units accompanying primary offering and, the Third-Party Allotment and split ofinvestment units) shall be conducted during the period beginning on the Pricing Date and ending on the date that is the 90th day
after the Delivery Date of the concerned offering.
Also, in the event of either (1) or (2), the lead managing underwriter, has the right to cancel a part of or all of the said agreements
mentioned above in (1) and (2), during the restricted period.

*<Nomura Real Estate Master Fund, Inc.> URL: http://www.nre-mf.co.jp/en/

Note: This press release is a public announcement concerning the Fund’s issuance of new investment units and has not been
prepared for the purpose of solicitation of investment. We caution readers to refer to the Fund’s Offering Circular
for the Issuance of New Investment Units and Secondary Offering and the Notices of Amendments thereto (if any)
and to undertake investment decisions at their own judgement and responsibility. In addition, this press release does
not constitute an offer of securities in the United States of America. The securities referred to above have not been,
and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

5