[For Translation Purposes Only]

For Immediate Release
To Whom It May ConcernFebruary 7, 2019

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 the “Fund”) today announced that, at the Boardof Directors meeting held on February 7, 2019, it has resolved to issue new investment units and conduct a secondaryoffering of investment units as follows.
1.

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

214,760 units
To be determined
The price shall be determined at the Board of Directors meeting to beheld on a date between February 18, 2019 (Monday) and February 20,
2019 (Wednesday) (the “Pricing Date”), in accordance with themethod stated in Article 25 of the Regulations Concerning
Underwriting, Etc. of Securities adopted by the Japan Securities
Dealers Association
To be determined
To be determined
The price shall provisionally be calculated by deducting theforecasted distribution per unit of ¥ 3,111 for the fiscal period ending
February 28, 2019 from the closing price of the investment units ofNomura 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 bymultiplying a factor of 0.90 to 1.00 (amounts less than one yen to berounded down), considering the demand and other related factors, inaccordance with the method stated in Article 25 of the Regulations

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units andsecondary offering of investment units of Nomura Master Fund, and has not been prepared for the purpose of solicitation forinvestment. Investors are asked to ensure that they read the offering circular for the issuance of new investment units, as well as theamendments thereto (if compiled), prepared by Nomura Master Fund before they invest and that they make decisions on
investment at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred toabove 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 theSecurities Act. The securities referred to above will not be publicly offered or sold in the United States.

1(5) Total issue price (total offerprice)(6) Offering method(7) Underwriting Agreement

Concerning Underwriting, Etc. of Securities adopted by the Japan
Securities Dealers Association.
To be determined
The offering will be concurrently conducted in Japan and overseas.
(i) Public offering in JapanThe offering in Japan (the “Domestic Public Offering”) shall be madeto the public and the Investment Units subject to the Domestic Public
Offering shall be purchased and underwritten by domestic
underwriters (the “Domestic Underwriters”).
(ii) International offering
The international offering (the “International Offering”) shall bemade in the overseas markets mainly in the United States, Europe, andAsia (provided, however, that in the United States, the offering shallbe limited to sales to qualified institutional buyers in reliance on Rule
144A under the U.S. Securities Act of 1933, as amended) and theInvestment Units subject to the International Offering shall bepurchased and underwritten severally and not jointly in the total
amount by international underwriters (hereinafter collectively referred
to as the “Underwriters” together with the Domestic Underwriters).
With regard to the number of the Investment Units subject to eachoffering set forth in (i) and (ii) above, the number of Investment
Units to be issued is scheduled to be 147,110 units in the Domestic
Public Offering and 67,650 units in the International Offering. The
final allocations will be determined on the Pricing Date after taking
into consideration the demand and other related factors.
The Domestic Public Offering, the International Offering, and thesecondary offering through over-allotment as described in 2. below(the “Secondary Offering through Over-allotment”) shall be
conducted by the global coordinator (the “Global Coordinator”).
The Underwriters shall pay the total amount to be paid (total issuevalue) in the Domestic Public Offering and the International Offering
to Nomura Master Fund on the payment date stated in (10) below.
The difference between the total issue price (total offer price) and thetotal amount to be paid (total issue value) shall be proceeds of theUnderwriters. Nomura Master Fund will pay no underwriting fee tothe Underwriters.
One unit or more in multiples of one unit

(8) Minimum number of units forapplication(9) Application period (Domestic From the business day immediately following the Pricing Date to thePublic Offering)
day two business days after the Pricing Date(10) Payment date
March 1, 2019 (Friday)(11) Delivery date
March 4, 2019 (Monday)(12) Amount to be paid (issue value), issue price (offer price) and other items required for the issuance ofthe new investment units shall be determined at a future Board of Directors meeting.
(13) The aforementioned items pertaining to the Domestic Public Offering shall be subject to theeffectiveness of the securities registration statement filed in accordance with the Financial Instruments
and Exchange Act of Japan.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units andsecondary offering of investment units of Nomura Master Fund, and has not been prepared for the purpose of solicitation forinvestment. Investors are asked to ensure that they read the offering circular for the issuance of new investment units, as well as theamendments thereto (if compiled), prepared by Nomura Master Fund before they invest and that they make decisions oninvestment at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred toabove 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 theSecurities Act. The securities referred to above will not be publicly offered or sold in the United States.

2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

10,740 units
The above number of units is the maximum number ofinvestment units to be offered through the Secondary Offering
through Over-allotment to be conducted by the lead managing
underwriter for the Domestic Public Offering, after taking into
account factors such as the demand for the Domestic Public
Offering and other factors. The number may decrease, or theSecondary Offering through Over-allotment itself may not takeplace at all, depending on the demand for the Domestic Public
Offering and other factors. The number of investment units to beoffered shall be determined at the Board of Directors meeting to
be held on the Pricing Date, taking into account the demand forthe Domestic Public 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 Domestic Public
Offering.
To be determined
The lead managing underwriter for the Domestic Public Offering mayborrow up to 10,740 Investment Units from a unitholder of the Fundand sell those units in Japan taking into account the demand for theDomestic Public Offering and other factors.
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 Domestic Public Offering(7) Delivery date
March 4, 2019 (Monday)(8) The offer price and other items required for the Secondary Offering through Over-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.
3.

Issuance of New Investment Units through Third-party Allotment (Please refer to <Reference
Information > 1. below.)(1) Thenumberofinvestment units to beoffered(2) Amount to be paid (issuevalue)(3) Total amount to be paid
(issue value)(4) Minimum number of units
for application(5) Application period(application date)(6) Payment date

10,740 units
To be determined
Amount to be paid (issue value) shall be determined at the Board ofDirectors meeting to be held on the Pricing Date, and shall be the sameas amount to be paid (issue value) for the Domestic Public Offering.
To be determined
One unit or more in multiples of one unit
March 25, 2019 (Monday)
March 26, 2019 (Tuesday)

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units andsecondary offering of investment units of Nomura Master Fund, and has not been prepared for the purpose of solicitation forinvestment. Investors are asked to ensure that they read the offering circular for the issuance of new investment units, as well as theamendments thereto (if compiled), prepared by Nomura Master Fund before they invest and that they make decisions on
investment at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred toabove 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 theSecurities Act. The securities referred to above will not be publicly offered or sold in the United States.

3(7) Issuance of new investment units with no application for subscription on or before the application
period (application date) described 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 statementfiled in accordance with the Financial Instruments and Exchange Act of Japan.
< Reference Information>
1. Secondary Offering (Over-Allotment)
The lead managing underwriter for the Domestic Public Offering may conduct a secondary offering (over-allotment) in Japan of a
maximum of 10,740 units, borrowed by the lead managing underwriter from a unitholder of the Fund after taking into account thedemand for the Domestic Public Offering and other factors. The number of the Units to be offered in the Secondary Offering
through Over-allotment is scheduled to be 10,740 units. However, the number may decrease or the Secondary Offering throughOver-allotment itself may not take place at all depending on the demand for the Domestic Public Offering and other factors.
In relation to the Secondary Offering through Over-allotment, the Fund resolved at the Board of Directors meeting held on
February 7, 2019 (Thursday) to issue 10,740 new Investment Units through third-party allotment (the “Third-Party Allotment”) to
the lead managing underwriter, in order for the lead managing underwriter to acquire the Investment Units necessary to return theInvestment Units borrowed from the unitholder of the Fund (the “Borrowed Units”). The payment date of the Third-Party
Allotment is determined to be March 26, 2019 (Tuesday).
Also, the lead managing underwriter may purchase up to the maximum number of Investment Units subject to the SecondaryOffering through Over-allotment at the Tokyo Stock Exchange in order to return the Borrowed Units (the “Syndicated CoverTransactions”), from the day after the end of the application period for the Domestic Public Offering and the Secondary Offering
through Over-allotment to March 18, 2019 (Monday) (the “Syndicated Cover Transaction Period”). All of the Units purchased by thelead managing underwriter through the Syndicated Cover Transactions will be used to return the Borrowed Units. During theSyndicated Cover Transaction Period, the lead managing underwriter may also decide not to conduct the Syndicated CoverTransactions or purchase a certain number of the Units less than the maximum number of Investment Units subject to theSecondary Offering through Over-allotment.
Furthermore, with the Domestic Public Offering and the Secondary Offering through Over-allotment, the lead managing underwriter
may engage in stabilization transactions and all or part of the Units purchased through stabilization transactions may be used toreturn the Borrowed Units.
The lead managing underwriter plans to apply for the Third-Party Allotment in order to acquire the same number of Investment
Units to be sold through the Secondary Offering through Over-allotment, excluding the number of Units to be purchased throughthe Syndicated Cover Transaction and stabilization transactions to return the Borrowed Units. Therefore, the lead managing
underwriter may not apply for all or part of the Units to be issued through the Third-Party Allotment, and as a result, the ultimate
number of units issued through the Third-Party Allotment may decrease or no units may be issued at all to the extent the application
will not be made for.
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:

4,321,800 units
214,760 units
4,536,560 units
10,740 units (Note)
4,547,300 units (Note)(Note) These are the number of investment units assuming that the over-allotment option is exercised in full.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units andsecondary offering of investment units of Nomura Master Fund, and has not been prepared for the purpose of solicitation forinvestment. Investors are asked to ensure that they read the offering circular for the issuance of new investment units, as well as theamendments thereto (if compiled), prepared by Nomura Master Fund before they invest and that they make decisions on
investment at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred toabove 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 theSecurities Act. The securities referred to above will not be publicly offered or sold in the United States.

4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 undermanagement through the acquisition of new assets, the Fund has resolved financing through the issue of new investment units, aftercomprehensive consideration of the profitability of assets to be acquired, LTV level, distribution level, economic conditions and otherfactors.

4.

Net Amount and Use of Proceeds, and Scheduled Timing of Expenditures(1) Amount of Proceeds (Net Proceeds)¥ 32,460,000,000 (maximum)(Note) The total amount of the net proceeds from the Domestic Public Offering (¥21,176,000,000), the net proceeds fromthe International Offering (¥9,738,000,000) and the maximum amount of the net proceeds from the Third-PartyAllotment (¥1,546,000,000) is stated. Also, the stated amount is an estimated amount calculated based on theclosing price of the Investment Unit on the Tokyo Stock Exchange as of January 30, 2019 (Wednesday).
(2)

Use of Proceeds and Scheduled Expenditure Date
The proceeds from the issue of new investment units through the Domestic Public Offering and the International
Offering are scheduled to be used as a part of the funds for the acquisition of assets (the “Assets to be Acquired”) asannounced in “Notice Concerning Property Acquisition” dated today. In addition, proceeds from the issue of new
investment units through the Third-Party Allotment are scheduled to be used as a part of the funds for repayment ofborrowings which will be implemented for the payment of a part of the funds for the acquisition of the Assets to beAcquired.

5. Designation of distributees
Not applicable6.

Outlook
Please refer to “Notice Concerning Forecasts of Financial Results for the Fiscal Periods Ending August 31, 2019 and February 29,
2020” announced today.

7. Lock-up(1) In connection with the Domestic Public Offering and the International Offering, Nomura Real Estate Development Co., Ltd.,
has entered into an agreement with the Global Coordinator, to the effect that, without a prior written consent of the GlobalCoordinator, no sale, etc. of the Investment Units (excluding lending of the Investment Units accompanying the SecondaryOffering through Over-allotment, and certain other transactions) 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 offering.
(2) In addition, in connection with the Domestic Public Offering and the International Offering, the Fund has entered into anagreement with the Global Coordinator, to the effect that, without a prior written consent of the Global Coordinator, noissuance, etc. of the Investment Units (excluding issuance of the Investment Units accompanying Domestic Public Offering, theInternational Offering and the Third-Party Allotment and split of investment units, and certain other transactions) 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 offering.
The Global Coordinator has the right to cancel a part of or all of the said agreements mentioned above in (1) or (2) above during
the restricted period.

*<Nomura Real Estate Master Fund, Inc.> URL: https://www.nre-mf.co.jp/en/Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units andsecondary offering of investment units of Nomura Master Fund, and has not been prepared for the purpose of solicitation forinvestment. Investors are asked to ensure that they read the offering circular for the issuance of new investment units, as well as theamendments thereto (if compiled), prepared by Nomura Master Fund before they invest and that they make decisions on
investment at their own discretion.
In addition, this press release does not constitute an offer of securities in the United States of America. The securities referred toabove 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 theSecurities Act. The securities referred to above will not be publicly offered or sold in the United States.

5