April 25, 2019Nomura Real Estate Holdings, Inc.
1-26-2, Nishi-Shinjuku, Shinjuku-ku, Tokyo(Stock code: 3231, TSE First Section)
Representative: Eiji Kutsukake, President and Representative Director
Contact: Kensuke Ueha, General Manager
Corporate Communications Dept.
Telephone: +81-3-3348-8117
Announcement of Decision of Details of “ESOP Trust for Granting Stock”
As announced in the “Announcement of Introduction of ‘ESOP Trust for Granting Stock’” onFebruary 21, 2019, Nomura Real Estate Holdings, Inc. (the “Company”) resolved at themeeting of the Board of Directors held that day to introduce an incentive plan for theemployees of the Company and the Company Group (“Employees”), the “ESOP Trust for
Granting Stock” (the “Plan”). The Company hereby announces that it has decided thedetails of the Plan, including the timing of the introduction of the Plan and the total amount ofshares to be acquired, at the meeting of the Board of Directors held today.
1.

Purpose of introduction of the Plan

(1)

The Company will introduce the Plan in an effort to foster a sense of belonging to, andinvolvement in the management of the Group so as to enhance Employees’ desire andmorale to improve performance and increase the share price in the long term.

(2)

The Plan will adopt a system called the ESOP (Employee Stock Ownership Plan) Trustfor Granting Stock (the “ESOP Trust”). The ESOP Trust is an employee incentive
plan based on the ESOP system in the United States, in which the shares of theCompany acquired by the ESOP Trust will be vested to the employees who satisfy
certain requirements, in accordance with prescribed share delivery regulations. TheCompany will contribute the full amount of the funds to acquire the Company’s sharesacquired by the ESOP Trust, so there will be no cost to the Employees.

(3)

The introduction of the ESOP Trust is expected to motivate the Employees to performtheir duties with an awareness of the share price and increase their desire to work, asthey can receive the economic benefits from an increase in the price of the Company’s
shares.

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2.

Structure of the Plan

Stock market(i) Establishment of sharedelivery regulations(iii) Company
shares(ii) Establishment oftrust(iv) Dividends(vii) Delivery of residual property【Settlor】
The Company(vi) Delivery ofCompany sharesand payment ofmoney【Trustee (Joint trust)】(scheduled)
Mitsubishi UFJ Trust and Banking
Corporation
The Master Trust Bank of Japan, Ltd.
ESOP Trust
Company shares, money(iii) Payment ofprice【Beneficiaries】
Employees(v) Instruction of non-exercise of voting rights
Trust
Administrator

(1)
(2)
(3)
(4)
(5)
(6)

(7)

The Company will establish share delivery regulations when introducing the Plan.
The Company will establish the ESOP Trust using money with the Employees satisfying thebeneficiary requirements as the beneficiaries.
The ESOP Trust will acquire the number of the Company’s shares expected to be vested to thebeneficiaries during the trust term from the stock market using the money entrusted in (ii) above.
The ESOP Trust will receive distributed dividends as a shareholder of the Company.
No voting rights shall be exercised with respect to the shares of the Company held in the ESOP
Trust during the trust term.
In accordance with the share delivery regulations, the Company’s shares will be vested toEmployees satisfying certain requirements. (On an exceptional basis, the Company may sell
its shares held in the trust and deliver the money from the sale to the beneficiaries.)
At the time of liquidation of the ESOP Trust, any residual property remaining after thedistribution to the beneficiaries will be allocated to the Company, as holder of vested rights,
within a certain amount.
* If there are no Company shares remaining in the Trust after the Company’s shares havebeen vested to Employees satisfying beneficiary requirements, the trust will terminate
before the expiration of the trust term. The Company may entrust additional money to theESOP Trust to be used as funds for acquisition of the Company’s shares.

23.

Details of the trust agreement(i)Type of the trust

Trust of money other than specified
individually operated money trust (third party
beneficiary trust)(ii)

Purpose of the trust

Provision of incentives to Employees(iii) Settlor

The Company(iv) Trustee

Mitsubishi UFJ Trust and Banking
Corporation(Joint trustee: The Master Trust Bank of Japan,Ltd.)(v)

Employees satisfying beneficiary requirements

Beneficiaries(vi) Trust administrator

Third party who has no interest in theCompany(vii) Date of the trust agreement

April 26, 2019 (scheduled)(viii) Term of the trust

April 26, 2019 to August 31, 2024 (scheduled)(ix) Commencement dateJune 1, 2019 (scheduled)(x)

No exercise of voting rights

Voting rights(xi) Type of shares to be acquired

Common stock of the Company(xii) Total amount of shares to be acquired¥600 million(xiii) Timing of share acquisition

May 8, 2019 (scheduled) to May 31, 2019(scheduled)(xiv) Acquisition method of shares

Shares will be acquired from the stock market.

Details of trust-related and equity-related administrative services(i)Trust-related administrative services

Mitsubishi UFJ Trust and BankingCorporation and the Master Trust Bank ofJapan, Ltd. will be the trustees of the ESOP
Trust and conduct trust-related administrativeservices.

(ii)

Equity-related administrative services

Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd. will conduct administrative services
consisting of delivering the Company sharesto the beneficiaries based on theadministrative agreement.
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