[For Translation Purposes Only]

For Immediate Release
To Whom It May Concern

December 5, 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:
Hiroshi Ishigooka
Executive Officer
Head of NMF Investment Management Group
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 December 5, 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 (Primary Offering)(1) Number of investment units
to be offered(2) Amount to be paid
(issue value)(3) Total amount to be paid
(total issue value)(4) Issue price (offer price)

159,900 units
To be determined
The price shall be determined at the Board of Directors meeting to beheld on a date between December 16, 2019 (Monday) and December
18, 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 based on the closing priceof the investment units of Nomura Master Fund (the “InvestmentUnits” 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 immediatelypreceding date) multiplying a factor of 0.90 to 1.00 (amounts less than
one yen to be rounded down), and will be determined considering thedemand and other related factors, in accordance with the method
stated in Article 25 of the Regulations Concerning Underwriting, Etc.
of Securities adopted by the Japan Securities Dealers Association.

Disclaimer: This press release does not in any way constitute any part of an offering of securities for investment. This press
release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new
investment units and secondary offering of investment units, and not for the purpose of soliciting any investment, withinor outside of Japan. Additionally, this press release is not an offer of securities for sale in the United States. The securities
referred to herein have not been, and will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. No offer, public or otherwise, of securities in the United States will be made inconnection with the above-mentioned transactions. This press release is not for public ation, distribution or release, directly
or indirectly in or into 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

To be determined
The offering of the Investment Units shall be through a primaryoffering and purchased and underwritten in full by a group ofunderwriters (the “Underwriters”). Please note that part of thenumber of investment units to be offered stated above are being soldto overseas investors in overseas markets mainly consisting of Europeand Asia (excluding, however, the United States and Canada).
The Underwriters shall pay the total amount to be paid (total issuevalue) in the primary offering to Nomura Master Fund on thepayment date stated in (10) below. The difference between the total
issue price (total offer price) and the total amount to be paid (totalissue value) shall be proceeds of the Underwriters. Nomura MasterFund 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 theday two business days after the Pricing Date(10) Payment date
A business day between December 20, 2019 (Friday) and December
24, 2019 (Tuesday) which shall be four business days after the PricingDate(11) Delivery date
The business day immediately following the payment date described in(10) above(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 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

8,000 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 primary offering, after taking into accountfactors such as the demand for the primary offering and otherfactors. The number may decrease, or the secondary offering
through over-allotment itself may not take place at all, dependingon the demand for the primary offering and other factors. The
number of investment units to be offered shall be determined at
the Board of Directors meeting to be held on the Pricing Date,taking into account the demand for the primary offering and otherfactors.
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

Disclaimer: This press release does not in any way constitute any part of an offering of securities for investment. This press
release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new
investment units and secondary offering of investment units, and not for the purpose of soliciting any investment, withinor outside of Japan. Additionally, this press release is not an offer of securities for sale in the United States. The securities
referred to herein have not been, and will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. No offer, public or otherwise, of securities in the United States will be made inconnection with the above-mentioned transactions. This press release is not for public ation, distribution or release, directlyor indirectly in or into the United States.

2up to 8,000 Investment Units from a unitholder of the Fund and sell
those units taking into account the demand for the primary offeringand 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 primary offering(7) Delivery dateSame as the delivery date for the primary offering(8) The offer price and other items required for the secondary offering through over-allotment shall bedetermined 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
(issue value)

8,000 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 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
January 20, 2020 (Monday)(application date)(6) Payment date
January 21, 2020 (Tuesday)(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 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 through over-allotment of a maximum of
8,000 units, borrowed by the lead managing underwriter from a unitholder of the Fund after taking into account the demand for theprimary offering and other factors. The number of the Units to be offered in the secondary offering through over-allotment isscheduled to be 8,000 units. However, the number may decrease or the secondary offering through over-allotment itself may not takeplace at all depending on the demand for the primary offering and other factors.
In relation to the secondary offering through over-allotment, the Fund resolved at the Board of Directors meeting held on December
5, 2019 (Thursday) to issue 8,000 new Investment Units through third-party allotment (the “Third-Party Allotment”) to the leadmanaging underwriter, in order for the lead managing underwriter to acquire 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 isdetermined to be January 21, 2020 (Tuesday).
Also, the lead managing underwriter may purchase up to the maximum number of Investment Units subject to the secondary
Disclaimer: This press release does not in any way constitute any part of an offering of securities for investment. This press
release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new
investment units and secondary offering of investment units, and not for the purpose of soliciting any investment, withinor outside of Japan. Additionally, this press release is not an offer of securities for sale in the United States. The securities
referred to herein have not been, and will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. No offer, public or otherwise, of securities in the United States will be made inconnection with the above-mentioned transactions. This press release is not for public ation, distribution or release, directly
or indirectly in or into the United States.

3

offering through over-allotment at the TSE in order to return the Borrowed Units (the “Syndicated Cover Transactions”), from theday after the end of the application period for the primary offering and the secondary offering through over-allotment to January 15,2020 (Wednesday) (the “Syndicated Cover Transaction Period”). All of the Units to be purchased by the lead managing underwriter
through the Syndicated Cover Transactions will be used to return the Borrowed Units. During the Syndicated Cover Transaction
Period, the lead managing underwriter may decide not to conduct the Syndicated Cover Transactions at all or decide to purchase acertain number of the Units less than the maximum number of Investment Units subject to the secondary offering throughover-allotment.
Furthermore, with the primary 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 to return theBorrowed 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 through theSyndicated Cover Transactions 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 ofunits issued through the Third-Party Allotment may decrease or no units may be issued at all to the extent the application will not bemade 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 primary offering:
Total number of Investment Units issued and outstanding afterthe issuance of the new Investment Units through primary 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:

4,547,300 units
159,900 units
4,707,200 units
8,000 units (Note)
4,715,200 units (Note)(Note) These are the number of investment units assuming that the over-allotment option is exercised in full.

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, after
comprehensive 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)¥ 32,121,000,000 (maximum)(Note) The total amount of the net proceeds from the primary offering (¥ 30,591,000,000) and the maximum amount of
the net proceeds from the Third-Party Allotment (¥ 1,530,000,000) is stated. Also, the stated amount is an
estimated amount calculated based on the closing price of the Investment Unit on the TSE as of November 27,
2019 (Wednesday).
(2)

Use of Proceeds and Scheduled Expenditure Date
The proceeds from the issue of new investment units through the primary offering and the issue of new investment
units through the Third-Party Allotment are scheduled to be used as a part of the funds for the acquisition of assets
as announced in “Notice Concerning Property Acquisition” dated today.

5. Designation of distributees
Not applicable

Disclaimer: This press release does not in any way constitute any part of an offering of securities for investment. This press
release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new
investment units and secondary offering of investment units, and not for the purpose of soliciting any investment, withinor outside of Japan. Additionally, this press release is not an offer of securities for sale in the United States. The securities
referred to herein have not been, and will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. No offer, public or otherwise, of securities in the United States will be made inconnection with the above-mentioned transactions. This press release is not for public ation, distribution or release, directlyor indirectly in or into the United States.

46.

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

7. Lock-up(1) In connection with the primary offering, Nomura Real Estate Development Co., Ltd., has entered into an agreement with thelead managing underwriter, to the effect that, without a prior written consent of the lead managing underwriter, no sale, etc. ofthe Investment Units (excluding lending of the Investment Units accompanying the secondary offering 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 such 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 of the Investment Units through primary offering, 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 such offering.
The lead managing underwriter 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 does not in any way constitute any part of an offering of securities for investment. This press
release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new
investment units and secondary offering of investment units, and not for the purpose of soliciting any investment, withinor outside of Japan. Additionally, this press release is not an offer of securities for sale in the United States. The securities
referred to herein have not been, and will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. No offer, public or otherwise, of securities in the United States will be made inconnection with the above-mentioned transactions. This press release is not for public ation, distribution or release, directly
or indirectly in or into the United States.

5