[English Translation of Selected Pages]

To:(Code: 3231)
June 5, 2009

Shareholders

Hirohisa Suzuki
President
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, TokyoJAPAN

Notice of Convocation of the 5th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 5th 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 inwriting. Please review the attached reference documents for the General Meeting of Shareholders, fill out
the proxy card, and submit it by the following method, to reach us by 5:40 p.m. on June 25 (Thursday),2009.
To exercise your voting rights by post:
Please indicate “for” or “against” for each agenda item listed on the enclosed proxy card, andreturn it by post so that it arrives by the above deadline.

Description
1. Date and Time:

Friday, June 26, 2009, 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 5th term (from April 1, 2008 toMarch 31, 2009); and Report on Auditing Results of the Consolidated
Financial Statements by Accounting Auditor and Board of Corporate
Auditors

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Three (3) Directors*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 Company’s website(http://www.nomura-re-hd.co.jp/ir/index.html).

–1–

CONSOLIDATED BALANCE SHEETAs of March 31, 2009
(Millions of yen)
Liabilities

AssetsCurrent Assets:

740,266

Cash and Deposits

39,475

Notes and Accounts Receivable-trade

31,384Marketable Securities

39,000Real Estate for Sale

227,504

Real Estate for Sale in Process

150,442

Land Held for Development

102,923

Equity Investments

109,076

Deferred Tax Assets

21,347

Other

19,269Allowance for Doubtful Accounts(158)

Noncurrent Assets:

645,265

Property, Plant and Equipment

575,761

Buildings and Structures

187,097

Land

380,591

Other

8,071

Intangible Assets

9,427

Investments and Other Assets

60,076

Investment Securities

15,316

Lease and Guarantee Deposits

26,796

Deferred Tax Assets

14,336

Other

3,645

Allowance for Doubtful Accounts
Total Assets(17)
1,385,531

Current Liabilities:
Trade Accounts Payable
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 Retirement Benefits
Provision for Loss on Subleasing
Business
Other
Total Liabilities
Net Assets
Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Stock
Valuation and Translation Adjustments:
Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
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.

–2–366,729
69,523
195,346300
14,791
31,858
707
4,464
238
214
49,285
737,426
20,000562,426
47,42484,8694,996
14,283
1,811
1,614
1,104,156
234,245
82,71360,04291,490(1)
1,694(3,922)
255
5,999
(637)
368
45,068281,375
1,385,531

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2009
(Millions of yen)

Operating Revenue
Operating Cost
Gross Operating Profit
Selling, General and Administrative Expenses
Operating Income
Non Operating Income
Interest Income
Dividends Income
Refunds of Fixed Asset Tax for Prior Periods
Other
Non Operating Expenses
Interest Expenses
Equity in Loss of Unconsolidated Subsidiaries and Affiliates
Provision of Allowance for Doubtful Accounts
OtherOrdinary Profit
Extraordinary Gains
Gain on Reversal of Provision for Loss on Subleasing Business
Extraordinary Losses
Loss on Valuation of Investment Securities
Income before Income Taxes and Minority Interests
Income Taxes-current
Income Taxes-deferred
Minority Interests in Income
Net Income
Note: The figures are denoted by rounding fractions down to the unit indicated.

–3–448,655
347,891
100,763
66,75134,012
552
153
46
66
285
10,863
9,602
6
13
1,240
23,702
544
544
716
716
23,53020,012(11,025)772
13,770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 based on a comprehensive review of the financial resultsof fiscal year under review, the future management environment, investment plans, and other factors, inaddition to consideration of balance with earnings retained, and the dividend at the end of the 5th term
will be provided as follows:
As a result, the amount of annual dividend will be ¥40 per share including ¥20 of interim
dividend per share, an increase of ¥10 per share compared to the previous year.
(1) Type of dividend property
Cash(2) Appropriation of dividend property to shareholders and total dividend amount of dividend:¥20 per common shareTotal¥2,987,409,860(3) Effective date of dividend payout:
June 29, 2009
Proposal No. 2: Partial Amendment to the Articles of Incorporation
1. Reasons for the Amendment
Upon the enforcement of “Act for Partial Revision of the Act on Book-Entry Transfer ofCompany Bonds, etc. for Streamlining Settlement Concerning Share Trading, etc”. (Act No. 88 of 2004;
hereinafter referred to as the “Streamlining Settlement Act”) on January 5, 2009, the book-entry transfer
system of stocks became applied to all the stocks of listed companies (i.e. implementation of the stock
certificate dematerialization).
Accordingly, necessary amendments including deletion of the provisions regarding sharecertificates, beneficial shareholders, and the register of beneficial shareholders, which are no longer
required to be stipulated in the Articles of Incorporation are to be made to the current Articles ofIncorporation.
In conjunction with this implementation, it has been deemed that, in accordance with Article 6,
Paragraph 1 of the Supplementary Provisions of the Act for Streamlining Settlement of Stocks, etc., theamendment to Article 7 of the current Articles of Incorporation (Issuance of Certificates of Shares) forabolishing the provisions thereof was resolved on January 5, 2009, or the day when said act took effect,the effective date of the amendment.
2. Contents of Amendment
The proposed amendment is as follows:(Amendment underlined)

Current

As Amended

Article 7. (Issuance of certificates of shares)(Deleted)

The Company shall issue certificates of shares.
Article 8. (Acquisition by the Company of its shares)
The Company may purchase its own shares with aresolution of the board of directors pursuant to theprovision of Article 165, Paragraph 2 of theCompanies Act.

Article 7. (Acquisition by the Company of its shares)(Unchanged)–4–Current

As Amended

Article 9. (Number of shares constituting one unit
and no issuance of less-than-a-full-unit-shares)
The number of shares constituting one unit of sharesof the Company shall be one hundred (100).
2. Notwithstanding the provision of Article 7, theCompany shall not issue share certificates
representing any number of less-than-a-full-unitshares, unless otherwise provided by the Share
Handling Regulations.

Article 8. (Number of shares constituting one unit)

Article 10. (Rights pertaining to less-than-a-full-unitshares)
Any shareholder of the Company (including any
beneficial owner of shares of the Company; the sameapplies hereinafter) shall not exercise any rightpertaining to shares which do not constitute a fullunit of shares (“less-than-a-full-unit-shares”) he/she
has except the following rights:(1) rights granted by the item listed in Article 189,
Paragraph 2 of the Companies Act.
(2) a right to make a request pursuant to Article 166,
Paragraph 1 of the Companies Act.
(3) a right to be allotted offered shares or offeredstock acquisition rights in proportion to thenumber of shares owned by a shareholder.

Article 9. (Rights pertaining to less-than-a-full-unitshares)
Any shareholder of the Company shall not exercise
any right pertaining to shares which do not constitutea full unit of shares (“less-than-a-full-unit-shares”)
he/she has except the following rights:

Article 11. (Share registrar)
The Company shall have a share registrar.
2. The share registrar and its handling place ofbusiness shall be appointed and designated by aresolution of the board of directors.
3. The preparation and keeping of the register ofshareholders of the Company (including the registerof beneficial owners of shares of the Company; thesame applies hereinafter), the register of stockacquisition rights and the register of loss of sharecertificates of the Company and other business
relating to the register of shareholders of theCompany, the register of stock acquisition rights andthe register of loss of share certificates of theCompany shall be delegated to the share registrar andshall not be handled by the Company.

Article 10. (Share registrar)(Unchanged)
2.
(Unchanged)

Article 12. to Article 40. (Omitted)

The number of shares constituting one unit of sharesof the Company shall be one hundred (100).
(Deleted)(1) rights granted by the item listed in Article 189,
Paragraph 2 of the Companies Act.
(2) a right to make a request pursuant to Article 166,
Paragraph 1 of the Companies Act.
(3) a right to be allotted offered shares or offeredstock acquisition rights in proportion to thenumber of shares owned by a shareholder.

3. The preparation and keeping of the register ofshareholder of the Company, the register of stockacquisition rights, other business relating to theregister of shareholders of the Company and theregister of stock acquisition rights shall be delegatedto the share registrar and shall not be handled by theCompany.

Article 11. to Article 39. (Unchanged)–5–Proposal No. 3: Election of Three (3) Directors
We hereby request the election of three (3) additional Directors in an effort to enhance andstrengthen management platform.
The candidates for Director are as follows:
Name(Date of Birth)

Brief Personal History, Responsibilities and Representative
Status in Other Companies

1. Tsukasa Takahashi (Brief Personal History)
Apr. 1971 Joined Nomura Securities Co., Ltd.
(Aug. 10, 1948)
June 1994 Director of Nomura Securities Co., Ltd.
June 1996 Managing Director of Nomura Land andBuilding Co., Ltd.
June 1997 Managing Director of Nomura Real Estate
Development Co., Ltd.
June 2003 Executive Managing Director of Nomura Real
Estate Development Co., Ltd.
Apr. 2008 Director and Executive Vice President ofNomura Real Estate Development Co., Ltd.
(To present)(Representative Status in Other Companies)
Representative Director of Nomura Real Estate Development
Co., Ltd.
2. Hiroyuki Kimura (Brief Personal History)
Apr. 1984 Joined Nomura Real Estate Development Co.,
(Mar. 30, 1962)
Ltd.
June 2002 General Manager of the Finance & Accounting
Dept. of Nomura Real Estate Development Co.,
Ltd.
Feb. 2006
General Manager of the Finance Dept. of theCompany(To present)
Apr. 2009 Executive Officer of Nomura Real Estate
Development Co., Ltd.
(To present)
3. Yukoh Yoshida(Brief Personal History)
Apr. 1986 Joined Nomura Real Estate Development Co.,
(Aug. 8, 1962)
Ltd.
Apr. 2004 General Manager of the Fund Management Dept.
of Nomura Real Estate Development Co., Ltd.
June 2004 General Manager of the Corporate Planning
Dept. in the Investment Management & Advisory
Company and General Manager of FundManagement Dept. of Nomura Real Estate
Development Co., Ltd.
June 2005 General Manager of the Corporate Planning
Dept. of Nomura Real Estate Development Co.,Ltd.
June 2005 General Manager of the Corporate Planning
Dept. of the Company
Apr. 2009 Director and Executive Officer of Nomura Real
Estate Development Co., Ltd.
(To present)
Apr. 2009 General Manager of the Corporatel Planning
Dept. of the Company and also in charge ofCorporate Communications & Investor Relations
Dept. of the Company(To present)
Note: There are no special conflicts of interests between the candidates and the Company.

–6–Shareholdingsof theCompany
22,2006,000―