Please note that the following is an unofficial English translation of a part of Japanese original text of the Notice of Convocationof the 11th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides thistranslation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event ofany discrepancy between this translation and the Japanese original, the latter shall prevail.

(Code: 3231)
June 4, 2015

To: Shareholders

Kamezo Nakai
President
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 11th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 11th Ordinary General Meeting of Shareholders of
Nomura 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 by eitherof the following two methods. Please review the attached reference documents for the General Meetingof Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 25 (Thursday), 2015.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for each of the proposals on the enclosed proxy card, andreturn it so that it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please access the website for exercising voting rights specified by the Company (http://www.evote.jp/,
Japanese-only) and enter your approval or disapproval for each of the proposals listed thereon before thedeadline stated above.

Description
1. Date and Time:

Friday, June 26, 2015, 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 11th term (from April 1, 2014
to March 31, 2015); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board

Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors (Excluding Those Serving on the Audit
and Supervisory Committee)
Proposal No. 4: Election of Five (5) Directors Serving on the Audit and Supervisory
Committee
Proposal No. 5: Determination of Amounts of Remuneration, etc. for Directors(Excluding Directors Serving on the Audit and Supervisory Committee)
Proposal No. 6: Determination of Amounts of Remuneration, etc. for Directors Servingon the Audit and Supervisory Committee–1–

4. Handling the exercising of voting rights:(1) If you exercise your voting rights twice through voting by mail and by electronic method (via theInternet, etc.), we will deem the vote cast electronically to be the effective one.
(2) If you exercise your voting rights more than once by electronic method (via the Internet, etc.) or
redundantly using a computer, etc. and cell phone, we will deem the last vote cast to be theeffective one.
*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 following Company’s
website.
[The Company’s website]
http://www.nomura-re-hd.co.jp/english/ir/–2–

CONSOLIDATED BALANCE SHEETAs of March 31, 2015
(Millions of yen)
Liabilities

AssetsCurrent Assets:

549,300

Cash and Deposits

47,420Notes and Accounts Receivable-trade

15,029

Short-term Investment Securities

3,000

Real Estate for Sale

61,583

Real Estate for Sale in Process

237,500

Land Held for Development

130,221Equity Investments

6,316

Deferred Tax Assets

5,688

Other

42,586

Allowance for Doubtful Accounts(47)

Noncurrent Assets:

819,926

Property, Plant and Equipment

730,076

Buildings and Structures

236,787Land

486,436

Other

6,852

Intangible Assets

10,277

Investments and Other Assets

79,572

Investment Securities

40,853

Lease and Guarantee Deposits

20,487

Deferred Tax Assets

14,979

Other

3,252

Total Assets

1,369,226

Current Liabilities:
Notes and Accounts Payable-trade
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 Loss on Subleasing
Business
Net Defined Benefit Liability
Other
Total Liabilities

305,188
48,662
151,800
3,000
13,09725,095
124
6,218
606
83
56,498603,007
30,000431,900
60,74960,214
4,116
465
11,078
4,483
908,195

Net Assets
Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Stock
Other Comprehensive Income:
Valuation Difference on Available-forsale Securities
Deferred Gains or Losses on Hedges
Revaluation Reserve for Land
Foreign Currency Translation
Adjustment
Remeasurements of Defined Benefit
Plans
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.

–3–

379,774
116,188
93,518170,069(2)
14,285
5,069
78
7,644
61
1,431
1,563
65,408461,031
1,369,226

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2015
(Millions of yen)

Operating Revenue
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Income
Non-Operating Income
Interest Income
Dividends Income
Equity in Earnings of Affiliates
Other
Non-Operating Expenses
Interest Expenses
Other
Ordinary Income
Extraordinary Income
Gain on Sales of Noncurrent Assets
Dividends distribution from silent partnership associated with
impairment loss
Other
Extraordinary Losses
Impairment Loss
Income before Income Taxes and Minority Interests
Income Taxes-current
Income Taxes-deferred
Income before Minority Interests
Minority Interests in Income
Net Income
Note: The figures are denoted by rounding fractions down to the unit indicated.

–4–567,159
405,107
162,051
90,157
71,894
1,699
50
1,123
17
507
9,912
8,851
1,060
63,681
2,547
206
2,203
137
8,170
8,170
58,05818,069(2,664)42,653
4,211
38,441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 in accordance with the financial results, based on acomprehensive review of the management environment, capital investment plans, and other factors, inaddition to consideration of earnings retained. We intend to decide the amount of year-end dividends forthe 11th term as follows:
As a result, the amount of annual dividend will be ¥45 per share including ¥20 per share as theinterim dividend, an increase of ¥10 per share compared to the previous fiscal year.
(1) Type of dividend property
Cash(2) Appropriation of dividend property to shareholders and total amount of dividend¥25 per common share
Total ¥4,777,962,350(3) Effective date of dividend payout
June 29, 2015

–5–

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) The Company will make additions to the business purposes in response to diversification of its
businesses.
(2) To further enhance its corporate governance, the Company seeks to make a transition from a
Company with an Audit & Supervisory Board to a “Company with a Board with an Audit andSupervisory Committee,” established in accordance with the Act for Partial Amendment of theCompanies Act (Act No. 90 of June 2014) (hereinafter, the “Revised Companies Act”). In line withthis change, the Articles of Incorporation will be partially amended to establish new provisions
relating to the Audit and Supervisory Committee and its members, delete provisions relating to the
Audit & Supervisory Board and its members, establish new provisions relating to delegation of
authority to directors to increase management efficiency and enable swift decision making bytransferring authority, and make other necessary changes.
(3) Under the Revised Companies Act, the scope for directors eligible to enter into limited liability
agreements has been changed. To enable directors that do not execute business to fulfill their
expected roles adequately, the Articles of Incorporation will be partially amended to allow suchdirectors to enter into limited liability agreements. Each audit & supervisory board member has
approved the changes to the Articles of Incorporation relating to limited liability agreements.
(4) To enable management to make capital policies and dividend policies flexibly, the Articles ofIncorporation will be partially amended to conduct dividends of surplus and so forth by resolution of
the Board of Directors.
(5) In addition, the numbering of the Articles of Incorporation will be amended as required inconjunction with the above amendments.
The resolution relating to this proposal shall take effect at the conclusion of the General Meeting.
2. Contents of amendments
The proposed amendment is as follows:(Amendment underlined)

Current

As Amended

Chapter I
General Provisions
Article 1. <Omitted>
Article 2. (Purposes)
The purpose of the Company shall be to control
and manage the business activities of companies
engaged in the following businesses by holding
the shares of such companies.
(1) to (12)<Omitted><Newly established>

Chapter I
General Provisions
Article 1. <Unchanged>
Article 2. (Purposes)
The purpose of the Company shall be to control
and manage the business activities of companies
engaged in the following businesses by holding
the shares of such companies.
(1) to (12)<Unchanged>(13) Business relating to development,
ownership, leasing, and management offacilities for the elderly, and nursing care

<Newly established>(14) Electric power generation and electric
power service business(15) Any and all business activities incidental or
related to any of the preceding items
Article 3. <Unchanged>(13) Any and all business activities incidental or
related to any of the preceding items
Article 3. <Omitted>–6–Current

As Amended

Article 4. (Organizations)
In addition to the general meeting of shareholders
and directors, the company shall have thefollowing organizations.
(1) Board of directors(2) Audit & supervisory board members(3) Audit & supervisory board(4) Accounting auditor
Article 5. and Article 6. <Omitted>
Article 7. (Acquisition by the Company of its
shares)The Company may, pursuant to the provisions ofArticle 165, Paragraph 2 of the Companies Act,acquire its own shares by market transactions orother such means by resolution of the board of
directors.
Article 8. to Article 17. <Omitted>
Chapter IV
Directors and Board of Directors
Article 18. (Number of directors)
The Company shall have not more than twelve(12) directors.

Article 4. (Organizations)
In addition to the general meeting of shareholders
and directors, the company shall have thefollowing organizations.
(1) Board of directors(2) Audit and supervisory committee<Deleted>(3) Accounting auditor
Article 5. and Article 6. <Unchanged><Deleted>

Article 7. to Article 16. <Unchanged>
Chapter IV
Directors and Board of Directors
Article 17. (Number of directors)
The Company shall have not more than twelve(12) directors (excluding directors serving on theaudit and supervisory committee). The number of
directors appointed as directors serving on theaudit and supervisory committee shall be notmore than five (5).
Article 19. (Method of election)
Article 18. (Method of election)
1. A director shall be elected at a general meeting of 1. A director shall be elected at a general meeting ofshareholders.
shareholders, while making a distinction between
directors serving on the audit and supervisorycommittee and other directors.
2. <Omitted>
2. <Unchanged>
3. <Omitted>
3. <Unchanged>
Article 20. (Term of office)
Article 19. (Term of office)
1. The term of office of a director shall expire at the 1. The term of office of a director (excluding a
director serving on the audit and supervisory
close of the ordinary general meeting ofcommittee) shall expire at the close of theshareholders pertaining to the last business year
ending within two (2) years after his/her election.
ordinary general meeting of shareholders
pertaining to the last business year ending withinone (1) year after his/her election.
2. The term of office of a director elected to increase 2. The term of office of a director serving on theor supplement the number of directors shall be
audit and supervisory committee shall expire at
until the end of the term of office of thethe close of the ordinary general meeting ofincumbent directors.
shareholders pertaining to the last business year
ending within two (2) years after his/her election.

–7–

Current

As Amended<Newly established>

3. The term of office of a director serving on theaudit and supervisory committee who was elected
as the replacement of another director serving on
the audit and supervisory committee who retired
before the expiration of his/her term of officeshall expire at the expiration of the term of officeof the retired director serving on the audit andsupervisory committee.

Article 21. and Article 22. <Omitted>
Article 23. (Convocation notice regarding ameeting of the board of directors)
1. Convocation notice regarding a meeting of theboard of directors shall be dispatched to eachdirector and each audit & supervisory board
member at least two (2) days prior to the date ofsuch meeting; provided, however, that the said
period may be shortened in the case of urgent
necessity.
2. A meeting of the board of directors may be held
without carrying out the convocation procedure
upon the consent of all the directors and audit &supervisory board members.
Article 24. <Omitted><Newly established>

Article 20. and Article 21. <Unchanged>
Article 22. (Convocation notice regarding ameeting of the board of directors)
1. Convocation notice regarding a meeting of theboard of directors shall be dispatched to eachdirector at least two (2) days prior to the date ofsuch meeting; provided, however, that the said
period may be shortened in the case of urgent
necessity.

Article 25. <Omitted>
Article 26. (Remuneration, etc.)
Remuneration, bonuses and other economic
benefits to be provided by the Company asconsideration for execution of duties(“Remuneration, etc.”) of the directors shall be
determined by resolution of a general meeting ofshareholders.
Article 27. (Exemption from liability of directors)
1. <Omitted>
2. The Company may, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with external directors tolimit their liabilities for damages caused by
negligence of their duties; provided, however,that the maximum liabilities based on the said
agreement shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph
1 of the Companies Act.

2. A meeting of the board of directors may be held
without carrying out the convocation procedure
upon the consent of all the directors.
Article 23. <Unchanged>
Article 24. (Delegation to directors)
The Company may, pursuant to the provisions ofArticle 399-13, Paragraph 6 of the Companies
Act, delegate all or part of a decision regarding
execution of important duties (excluding mattersset forth in each item of Article 399-13,
Paragraph 5 of the Companies Act) to a director
by resolution of the board of directors.
Article 25. <Unchanged>
Article 26. (Remuneration, etc.)
Remuneration, bonuses and other economic
benefits to be provided by the Company asconsideration for execution of duties of thedirectors shall be determined by resolution of ageneral meeting of shareholders, while making a
distinction between directors serving on the audit
and supervisory committee and other directors.
Article 27. (Exemption from liability of directors)
1. <Unchanged>
2. The Company may, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with directors (excluding
directors with executive authority over business,etc.) to limit their liabilities for damages causedby negligence of their duties; provided, however,that the maximum liabilities based on the said
agreement shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph
1 of the Companies Act.

–8–

Current

As Amended

Chapter V
Audit & Supervisory Board Members
and Audit & Supervisory Board<Newly established>

Chapter V
Audit and Supervisory Committee<Newly established><Newly established>

Article 28. (Number of audit & supervisory board
members)
The Company shall have not more than five (5)audit & supervisory board members.
Article 29. (Method of election)
1. An audit & supervisory board member shall beelected at a general meeting of shareholders.
2. Election of an audit & supervisory board member
shall be made by the quorum of shareholders
holding one-third (1/3) or more of the voting
rights held by all the shareholders entitled toexercise their voting rights being present at therelevant general meeting of shareholders, and by
the resolution of a majority vote of the voting
rights of such present shareholders.

Article 28. (Standing members of the audit andsupervisory committee)
The audit and supervisory committee may by
resolution select standing members of the audit
and supervisory committee.
Article 29. (Convocation notice regarding ameeting of the audit and supervisorycommittee)
1. A meeting of the audit and supervisory committee
shall be convened by any member of the audit
and supervisory committee.
2. Convocation provided for in the preceding
paragraph shall be dispatched to each member of
the audit and supervisory committee at least two(2) days prior to the date of such meeting;provided, however, that such period may be
shortened in the case of urgent necessity.
3. A meeting of the audit and supervisory committee
may be held without carrying out the convocation
procedure upon the consent of all members of theaudit and supervisory committee.
Article 30. (Regulations on the audit andsupervisory committee)
Matters regarding the audit and supervisorycommittee shall be subject to the regulations on
the audit and supervisory committee, which shallbe prescribed by the audit and supervisorycommittee, in addition to laws and regulations
and these articles of incorporation.
<Deleted>–9–<Deleted>

Current

As Amended

Article 30. (Term of office)
1. The term of office of an audit & supervisoryboard member shall expire at the close of theordinary general meeting of shareholders
pertaining to the last business year ending withinfour (4) years after his/her election.
2. The term of office of an audit & supervisoryboard member elected as the replacement ofanother audit & supervisory board member who
retired before the expiration of his/her term ofoffice shall expire at the expiration of the term ofoffice of the retired audit & supervisory board
member.
Article 31. (Standing audit & supervisory board
members)
The audit & supervisory board shall by resolution
select standing audit & supervisory board members.
Article 32. (Convocation notice regarding ameeting of the audit & supervisoryboard)
1. A meeting of the audit & supervisory board shallbe convened by any of the audit & supervisoryboard members.
2. Convocation provided for in the preceding
paragraph shall be dispatched to each audit &supervisory board member at least two (2) days
prior to the date of such meeting; provided,
however, that such period may be shortened in
the case of urgent necessity.
3. A meeting of the audit & supervisory board may
be held without carrying out the convocation
procedure upon the consent of all audit &supervisory board members.
Article 33. (Regulations on the audit & supervisoryboard)
Matters regarding the audit & supervisory board
shall be subject to the regulations on the audit &supervisory board, which shall be prescribed by
the audit & supervisory board, in addition to laws
and regulations and these articles ofincorporation.
Article 34. (Remuneration, etc.)
The Remuneration, etc. of the audit &supervisory board members shall be determinedby resolution of a general meeting ofshareholders.

<Deleted>– 10 –<Deleted><Deleted><Deleted><Deleted>

Current

As Amended

Article 35. (Exemption from liability of audit &<Deleted>supervisory board members)
1. The Company may, pursuant to the provisions ofArticle 426, Paragraph 1 of the Companies Act,by resolution of the board of directors, exempt
audit & supervisory board members (including
former audit & supervisory board members) fromtheir liability for damages caused by negligenceof their duties, to the extent prescribed by laws
and regulations.
2. The Company may, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act,
enter into an agreement with external audit &supervisory board members to limit the external
audit & supervisory board members’ liabilities fordamages caused by negligence of their duties;
provided, however, that the maximum liabilities
based on the said agreement shall be the sum of
the amounts stipulated in each item of Article
425, Paragraph 1 of the Companies Act.
Chapter VI
Chapter VI
Accounting
Accounting
Article 36. <Omitted>
Article 31. <Unchanged><Newly established>
Article 32. (Decision making organization for
dividends of surplus, etc.)
The Company may determine matters prescribedin each item of Article 459, Paragraph 1 of theCompanies Act, including dividends of surplus,by resolution of the board of directors, except
where otherwise prescribed by laws andregulations.
Article 37. (Record dates for dividends of surplus)
Article 33. (Record dates for dividends of surplus)
1. <Omitted>
1. <Unchanged><Newly established>
2. The record date for the Company’s interim
dividends shall be September 30 each year.
3. In addition to the above items, the Company may
2. In addition to the above item, the Company may
stipulate a record date and pay dividends ofstipulate a record date and pay dividends ofsurplus.
surplus.
Article 38.
(Interim dividends)<Deleted>
The Company may pay interim dividends with arecord date of September 30 each year byresolution of the board of directors.

– 11 –

Article 39.

Current

As Amended<Omitted><Newly established>

Article 34. <Unchanged>
Supplementary Provision(Transitional measures concerning exemption fromliability of audit & supervisory board members)
The Company may, pursuant to the provisions ofArticle 426, Paragraph 1 of the Companies Act,by resolution of the board of directors, exempt
audit & supervisory board members (including
former audit & supervisory board members) fromtheir liability for damages caused by negligenceof their duties, to the extent prescribed by laws
and regulations, regarding conduct carried out
before the partial amendments to the articles ofincorporation resolved at the 11th ordinary
general meeting of shareholders take effect.

– 12 –

Proposal No. 3: Election of Eight (8) Directors (Excluding Directors Serving on the Audit andSupervisory Committee)
If Proposal No. 2: Partial Amendments to the Articles of Incorporation are approved as proposed,
the Company will make a transition to a Company with a Board with an Audit and Supervisory
Committee and the term of office of all of the eight (8) directors will expire once the said amendments
to the Articles of Incorporation become effective. Accordingly, we would like you to elect eight (8)directors (excluding directors serving on the audit and supervisory committee) including external
directors to reinforce the administrative organization of the Company.
The resolution of this Proposal becomes effective on the condition that the partial amendments to
the Articles of Incorporation in Proposal No. 2 are approved as proposed.
The candidates for director (excluding directors serving on the audit and supervisory committee)
are as follows.
Name(Date of Birth)
1. Kamezo Nakai(Jul. 30, 1950)
Reelection

2. Eiji Kutsukake(Sep. 12, 1960)
Reelection

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Joined Nomura Securities Co., Ltd. (currently,
Apr. 1974
Nomura Holdings, Inc.)
President (Representative Director) of Nomura Real
Jun. 2011
Estate Holdings, Inc.
Director and Executive Officer of Nomura Real EstateFeb. 2012
Development Co., Ltd.
President (Representative Director) and Chief
Apr. 2012
Executive Officer of Nomura Real Estate
Development Co., Ltd.
President (Representative Director) and Chief
May 2012
Executive Officer of Nomura Real Estate Holdings,
Inc.
(To present)
Chair (Representative Director) of Nomura Real
Apr. 2015
Estate Development Co., Ltd.
(To present)(Significant Concurrent Positions)
Chair (Representative Director) of Nomura Real Estate Development
Co., Ltd.
(Brief Personal History)
Joined Nomura Securities Co., Ltd. (currently,
Apr. 1984
Nomura Holdings, Inc.)
Executive Managing Director of Nomura Securities
Apr. 2007
Co., Ltd.
Senior Managing Director of Nomura Securities Co.,
Oct. 2008
Ltd.
Senior Corporate Managing Director of Nomura
Apr. 2009
Securities Co., Ltd.
Executive Vice President of Nomura Securities Co.,
Apr. 2011
Ltd.
Senior Corporate Managing Director Chief Operating
Apr. 2011
Officer of Nomura Holdings, Inc.
Executive Managing Director of Nomura Holdings,
Apr. 2012
Inc.
Deputy President of Nomura Securities Co., Ltd.
Aug. 2012
Director and Deputy President of Nomura Securities
Apr. 2013
Co., Ltd.
Advisor of Nomura Real Estate Holdings, Inc.
Apr. 2014
Director (Representative Director) and Executive
Jun. 2014
Vice President of Nomura Real Estate Holdings, Inc.
(To present)– 13 –

Shareholdings of
the Company
4,300

2,500

Name
(Date of Birth)
3. Seiichi Miyajima(Aug. 3, 1958)
Reelection

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1981
Joined Nomura Real Estate Development Co., Ltd.
Jun. 2004
Director of Nomura Real Estate Development Co.,Ltd.
Apr. 2008
Senior Executive Officer of Nomura Real Estate
Development Co., Ltd.
Apr. 2009Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
Apr. 2012
Director (Representative Director) and Senior
Managing Executive Officer of Nomura Real Estate
Development Co., Ltd.
May 2012
Executive Officer of Nomura Real Estate Holdings,
Inc.
Apr. 2014
Director (Representative Director) and Executive Vice
President of Nomura Real Estate Development Co.,
Ltd.
Jun. 2014
Director (Representative Director) and Executive
Officer of Nomura Real Estate Holdings, Inc.
(To present)
Apr. 2015
President (Representative Director) and Chief
Executive Officer of Nomura Real Estate
Development Co., Ltd.
(To present)(Significant Concurrent Positions)
President (Representative Director) and Chief Executive Officer of
Nomura Real Estate Development Co., Ltd.

– 14 –

Shareholdings of
the Company
33,400Name(Date of Birth)
4. Toshiaki Seki
(Mar. 27, 1958)
Reelection

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1980
Joined Nomura Real Estate Development Co., Ltd.
Jun. 2003
Director of Nomura Real Estate Development Co.,
Ltd.
Mar. 2007
Managing Director of Nomura Real Estate
Development Co., Ltd.
Apr. 2007
President (Representative Director) of NOMURA
LIVING SUPPORT CO., LTD.
Apr. 2008
President (Representative Director) and Chief
Executive Officer of NOMURA LIVING SUPPORT
CO., LTD.
Dec. 2010
President (Representative Director) of Nomura Real
Estate Reform Co., Ltd.
May 2012
Executive Officer of Nomura Real Estate Holdings,
Inc.
Apr. 2013
Director of NOMURA BUILDINGMANAGEMENT CO., LTD. (currently, Nomura
Real Estate Partners Co., Ltd.)
Apr. 2014
President (Representative Director) and Chief
Executive Officer of Nomura Real Estate Partners
Co., Ltd.
Jun. 2014
Director (Representative Director) and Executive
Officer of Nomura Real Estate Holdings, Inc.
(To present)
Apr. 2015
Director of Nomura Real Estate Urban Net Co., Ltd.
(To present)
Apr. 2015
Chair (Representative Director) of Nomura Real
Estate Partners Co., Ltd.
(To present)
Apr. 2015
Director (Representative Director) of Nomura Real
Estate Wellness Co., Ltd.
(To present)(Responsibilities)
Property & Facility Management Business and Senior Business
Management Dept.
(Significant Concurrent Positions)
Director of Nomura Real Estate Urban Net Co., Ltd.
Chair (Representative Director) of Nomura Real Estate Partners Co.,Ltd.
Director (Representative Director) of Nomura Real Estate Wellness
Co., Ltd.

– 15 –

Shareholdings of
the Company
27,800Name(Date of Birth)
5. Hiroyuki Kimura(Mar. 30, 1962)
Reelection

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1984
Joined Nomura Real Estate Development Co., Ltd.
Apr. 2009
Executive Officer of Nomura Real Estate
Development Co., Ltd.
Jun. 2009
Director of Nomura Real Estate Holdings, Inc.
Apr. 2010
President (Representative Director) of Nomura Real
Estate Investment Management Co., Ltd.
Apr. 2010
Director of Nomura Real Estate Capital Management
Co., Ltd.
Apr. 2010
Director of Nomura Real Estate Asset Management
Co., Ltd.
Oct. 2011
Managing Director of Nomura Real Estate AssetManagement Co., Ltd.
May 2012
Executive Officer of Nomura Real Estate Holdings,
Inc.
Jun. 2012
Director and Executive Officer of Nomura Real
Estate Holdings, Inc.
Apr. 2013
Director and Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.
Jun. 2013
Executive Officer of Nomura Real Estate Holdings,
Inc.
Jun. 2014
Director and Executive Officer of Nomura Real
Estate Holdings, Inc.
(To present)(Responsibilities)
Chief Financial Officer, Investor Relations– 16 –

Shareholdings of
the Company
10,200Name(Date of Birth)
6. Yukoh Yoshida(Aug. 8, 1962)
Reelection

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1986
Joined Nomura Real Estate Development Co., Ltd.
Dec. 2008
Director of NREG TOSHIBA BUILDING Co., Ltd.
(To present)
Apr. 2009
Director and Executive Officer of Nomura Real Estate
Development Co., Ltd.
Jun. 2009
Director of Nomura Real Estate Holdings, Inc.
Apr. 2012
Director and Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.,May 2012
Director and Executive Officer of Nomura Real Estate
Holdings, Inc.
(To present)
Jun. 2012
Director of MEGALOS CO., LTD.
(To present)
Apr. 2014
Director of Nomura Real Estate Partners Co., Ltd.
(To present)
Apr. 2015
Director and Senior Managing Executive Officer of
Nomura Real Estate Development Co., Ltd. (Topresent)
Jun. 2015
Director of Nomura Real Estate Wellness Co., Ltd.
(To present)(Responsibilities)
Supervisor of Administration Dept., Management of AffiliatedCompanies(Significant Concurrent Positions)
Director and Senior Managing Executive Officer of Nomura Real
Estate Development Co., Ltd.
Director of Nomura Real Estate Partners Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Director of MEGALOS CO., LTD.

– 17 –

Shareholdings of
the Company
10,700Name(Date of Birth)
7. Shigeru Matsushima(Oct. 31, 1949)
Reelection
Term of office 2 years
External director
Independent director

Brief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1973
Joined Ministry of International Trade and Industry(currently, Ministry of Economy, Trade and Industry)
Jun. 1998
Deputy Director-General for Agency of Industrial
Science and Technology of Ministry of International
Trade and Industry
Sep. 1999
Director-General of Chubu Bureau of International
Trade and Industry of Ministry of International Tradeand Industry
Apr. 2001
Professor, Faculty of Business Administration, Hosei
University
Mar. 2007
External Director of CAC Corporation (currently,
CAC Holdings Corporation)(To present)
Apr. 2008
Professor, Tokyo University of Science Graduate
School(To present)
Jun. 2008
External Audit & Supervisory Board Member of
Nomura Real Estate Holdings, Inc.
Apr. 2012
External Audit & Supervisory Board Member of
Nomura Real Estate Development Co., Ltd.
Jun. 2013
External Director of Nomura Real Estate Holdings,
Inc.
(To present)(Significant Concurrent Positions)
Professor, Tokyo University of Science Graduate School
External Director of CAC Holdings Corporation
Attendance (11th term) Meeting of Board of Directors

8. Satoko Shinohara(Sep. 3, 1958)
Reelection
Term of office

1 yearExternal director

Representative Partner of Satoko Shinohara Living Design Institute
LLC
Meeting of Board of Directors– 18 –－

13/15 (87%)(Brief Personal History)
Apr. 1983
Joined Koyama Atelier
May 1987
Director of Spatial Design Studio
Oct. 1990
Director of Kengo Kuma and Associates
Nov. 2000
Representative Director of Spatial Design Studio(To present)
Mar. 2009
Representative Director of Kengo Kuma andAssociates(To present)
Feb. 2010
Representative Partner of Satoko Shinohara Living
Design Institute LLC(To present)
Apr. 2010
Professor of Japan Women’s University(To present)
Jun. 2014
External Director of Nomura Real Estate Holdings,
Inc.
(To present)(Significant Concurrent Positions)
Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma and Associates

Attendance (11th term)

Shareholdings of
the Company

11/12 (92%)－

Notes:1. The companies, which Satoko Shinohara represents, have transactions with the Company’s subsidiaries mainly in consulting
for community designs, as described below. There are no special conflicts of interests between the other candidates and theCompany.
(1) Spatial Design Studio, for which Satoko Shinohara serves as Representative Director, has the above describedtransactions with the Company’s wholly owned subsidiaries (Nomura Real Estate Development Co., Ltd. and Nomura
Real Estate Partners Co., Ltd.).
(2) Satoko Shinohara Living Design Institute LLC, for which Satoko Shinohara serves as Representative Partner, has theabove described transactions with Nomura Real Estate Development Co., Ltd.
2. Shigeru Matsushima and Satoko Shinohara are candidates for external director. The name of Satoko Shinohara as describedhere and above is her professional name, but her name on the family register is Satoko Kuma.
3. The Company nominates Shigeru Matsushima and Satoko Shinohara as external director for the following reasons.
(1) The Company requests that Shigeru Matsushima be elected as external director because he has great knowledge andexperience and profound insights acquired through his many years as a business administration expert.
(2) The Company requests that Satoko Shinohara be elected as external director because she has great knowledge andexperience and profound insights acquired through her many years working as an architect.
4. Shigeru Matsushima and Satoko Shinohara are, at present, external directors of the Company. Their term of office as external
directors will be two years for Shigeru Matsushima and one year for Satoko Shinohara at the conclusion of this Ordinary
General Meeting of Shareholders.
5. The Company has entered into agreements with Shigeru Matsushima and Satoko Shinohara to limit their liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the Companies Act. If
the election of Shigeru Matsushima and Satoko Shinohara is approved, the Company will continue the said agreements witheach of them to limit their liability. The maximum amount of liability based on the said agreements, on condition that they
perform their duties in good faith and without gross negligence, shall be the sum of the amounts stipulated in each item of
Article 425, Paragraph 1 of the Companies Act.
6. Shigeru Matsushima is an independent director/auditor as stipulated under the regulations of the Tokyo Stock Exchange. If
his election is approved, the Company will continue to designate him as independent director/auditor.

– 19 –

Proposal No. 4: Election of Five (5) Directors Serving on the Audit and Supervisory Committee
If Proposal No. 2: Partial Amendments to the Articles of Incorporation are approved as proposed,
the Company will make a transition to a Company with a Board with an Audit and Supervisory
Committee and the term of office of all of the five (5) audit & supervisory board members will expire
once the said amendments to the Articles of Incorporation become effective. Accordingly, we would like
you to elect five (5) directors serving on the audit and supervisory committee.
The resolution of this Proposal becomes effective on the condition that the partial amendments to
the Articles of Incorporation in Proposal No. 2 are approved as proposed.
The candidates for director serving on the audit and supervisory committee are as follows.
Name(Date of Birth)
1. Takao Orihara(Feb. 6, 1958)
New election
Term of office– yearBrief Personal History, Responsibilities and Significant Concurrent
Positions(Brief Personal History)
Apr. 1980
Joined Nomura Real Estate Development Co., Ltd.
Jun. 2005
Director of Nomura Real Estate Holdings, Inc.
Jun. 2005
Director of Nomura Real Estate Development Co., Ltd.
Apr. 2008
Director and Senior Executive Officer of Nomura Real
Estate Development Co., Ltd.
Apr. 2009
Director and Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.
Apr. 2010
Director of NREG TOSHIBA BUILDING Co., Ltd.
May 2012
Director and Executive Officer of Nomura Real Estate
Holdings, Inc.
Apr. 2014
Audit & Supervisory Board Member of Nomura Real
Estate Development Co., Ltd.
(To present)
Apr. 2014
Audit & Supervisory Board Member of GEO
AKAMATSU CO., LTD.
(To present)
Apr. 2014
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014
Audit & Supervisory Board Member of Nomura Real
Estate Holdings, Inc.
(To present)
External
Audit & Supervisory Board Member ofJun. 2014
Nomura Real Estate Urban Net Co., Ltd.
(To present)
External Audit & Supervisory Board Member ofJun. 2014
Nomura Real Estate Partners Co., Ltd.
(To present)
External Audit & Supervisory Board Member ofJun. 2014
MEGALOS CO., LTD.
(To present)(Significant Concurrent Positions)Audit & Supervisory Board Member of Nomura Real Estate
Development Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real Estate
Urban Net Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real Estate
Partners Co., Ltd.
Audit & Supervisory Board Member of GEO AKAMATSU CO.,LTD.
External Audit & Supervisory Board Member of MEGALOS CO.,LTD.

– 20 –

Shareholdings of
the Company
30,900Name(Date of Birth)
2. Shigeki Fujitani(Mar. 13, 1957)
New election
Term of office– yearBrief Personal History, Responsibilities and Significant Concurrent
PositionsShareholdings of
the Company(Brief Personal History)
Apr. 1981
Joined Nomura Securities Co., Ltd. (currently,
Nomura Holdings, Inc.)
Apr. 2008
Executive Managing Director of Nomura AssetManagement Co., Ltd.
Oct. 2008
Executive Officer of Nomura Holdings, Inc.
Apr. 2013
External Audit & Supervisory Board Member of
Nomura Real Estate Development Co., Ltd.
(To present)
Jun. 2013
External Audit & Supervisory Board Member of
Nomura Real Estate Holdings, Inc.
(To present)
Jun. 2013
External Audit & Supervisory Board Member of
Nomura Real Estate Urban Net Co., Ltd.
(To present)
Jun. 2013
External Audit & Supervisory Board Member of
Nomura Building Management Co., Ltd. (currently,
Nomura Real Estate Partners Co., Ltd.)(To present)
Apr. 2014
Audit & Supervisory Board Member of PRIME X.
Co., Ltd.
(To present)
Jun. 2014
External Audit & Supervisory Board Member of
Nomura Real Estate Asset Management Co., Ltd.
(To present)
Jun. 2014
External Audit & Supervisory Board Member of
NREG TOSHIBA BUILDING Co., Ltd.
(To present)(Significant Concurrent Positions)
External Audit & Supervisory Board Member of Nomura Real
Estate Development Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real
Estate Asset Management Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real
Estate Urban Net Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real
Estate Partners Co., Ltd.
External Audit & Supervisory Board Member of NREG TOSHIBABUILDING Co., Ltd.
Audit & Supervisory Board Member of PRIME X. Co., Ltd.

－– 21 –

Name(Date of Birth)
3. Satoshi Ogishi(Mar. 18, 1957)
New election
Term of office– yearExternal director
Independent director

Brief Personal History, Responsibilities and Significant Concurrent
Positions
Dec. 1981
Dec. 1981

Registered with Dai-ichi Tokyo Bar Association
Joined Nishimura & Sanada (currently, Nishimura &Asahi)
Jan. 1987
Partner of Nishimura & Sanada (currently, Nishimura& Asahi)(To present)
Apr. 2005
Professor of Tokai University Law School
Apr. 2005
Director of Nozomi Servicing Co., Ltd.
(To present)
Aug. 2011
External Director of Oracle Corporation Japan (Topresent)
External Audit & Supervisory Board Member ofJun. 2012
Nomura Real Estate Development Co., Ltd.
(To present)
External Audit & Supervisory Board Member ofJun. 2012
Nomura Real Estate Holdings, Inc.
(To present)(Significant Concurrent Positions)
Partner of Nishimura & Asahi
Director of Nozomi Servicing Co., Ltd.
External Director of Oracle Corporation Japan
External Audit & Supervisory Board Member of Nomura Real Estate
Development Co., Ltd.
Attendance(11th term)

4. Akira Yamate(Nov. 23, 1952)
New election
Term of office– yearExternal director
Independent director

Meeting of Board of Directors
Meeting of Audit & Supervisory Board

Meeting of Board of Directors
Meeting of Audit & Supervisory Board– 22 –－

14/15 (93%)
13/13 (100%)(Brief Personal History)
Nov. 1977
Joined Price Waterhouse & Co.
Jul. 1991
Representative Partner of Aoyama Audit Corporation
Partner of Price Waterhouse
Apr. 2000
Representative Partner of Chuo Aoyama Audit
Corporation
Partner of PricewaterhouseCoopers
Sep. 2006
Representative Partner of PricewaterhouseCoopers
Arata
Jun. 2013
External Audit & Supervisory Board Member of
Nomura Real Estate Development Co., Ltd.
(To present)
Jun. 2013
External Audit & Supervisory Board Member of
Nomura Real Estate Holdings, Inc.
(To present)(Significant Concurrent Positions)
External Audit & Supervisory Board Member of Nomura Real Estate
Development Co., Ltd.
Attendance(11th term)

Shareholdings of
the Company

15/15 (100%)
13/13 (100%)

－

Name
(Date of Birth)
5. Akira Ono(Dec. 28 1971)
New election
Term of office

Brief Personal History, Responsibilities and Significant Concurrent
Positions– yearExternal director
Independent director(Brief Personal History)
Apr. 1998
Registered with Tokyo Bar Association
Apr. 1998
Joined Tokyo Aoyama Law Office (currently, Baker& McKenzie [Gaikokuho Joint Enterprise])Mar. 1999
Joined Okinobu, Ishihara & Sei Law Office (currently,
Spring Partners)
Jan. 2006
Partner of Spring Partners(To present)
Jun. 2012
External Audit & Supervisory Board Member of
MEGALOS CO., LTD.
(To present)(Significant Concurrent Positions)
Partner of Spring Partners
External Audit & Supervisory Board Member of MEGALOS CO.,LTD.

Shareholdings of
the Company－

Notes:
1. There are no special conflicts of interests between the candidate and the Company.
2. Satoshi Ogishi, Akira Yamate and Akira Ono are candidates for external director.
3. The Company nominates Satoshi Ogishi, Akira Yamate and Akira Ono as external director for the following reasons.
(1) The Company requests that Satoshi Ogishi be elected as external director because he has great knowledge, experienceand profound insights as a legal expert acquired through his many years working as a lawyer.
(2) The Company requests that Akira Yamate be elected as external director because he has great knowledge and experienceand profound insights as an expert at accounting and auditing acquired through his many years working as a Certified
Public Accountant, although he has no experience in the management of a company.
(3) The Company requests that Akira Ono be elected as external director because he has great knowledge, experience andprofound insights as a legal expert acquired through his many years working as a lawyer, although he has no experiencein the management of a company.
4. The Company has entered into agreements with Shigeki Fujitani, Satoshi Ogishi and Akira Yamate to limit their liability fordamages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of theCompanies Act. If the election of Shigeki Fujitani, Satoshi Ogishi or Akira Yamate is approved, the Company will continue
the said agreements with each of them to limit their liabilities. The maximum amount of liability based on the said agreements,
on condition that they perform their duties in good faith and without gross negligence, shall be the sum of the amounts
stipulated in each item of Article 425, Paragraph 1 of the Companies Act. Additionally, if the election of Takao Orihara andAkira Ono are approved, the Company will enter into the same agreement stated above with each of them.
5. Satoshi Ogishi and Akira Yamate are independent directors/auditors (external audit & supervisory board members) as
stipulated under the regulations of the Tokyo Stock Exchange. If their election is approved, the Company will continue todesignate them as independent directors/auditors (external director). Additionally, if the election of Akira Ono is approved,
the Company will designate him as independent director/auditor (external director) as stipulated under the regulations of theTokyo Stock Exchange.

– 23 –

Proposal No. 5: Determination of Amounts of Remuneration, etc. for Directors (Excluding
Directors Serving on the Audit and Supervisory Committee)
It was resolved at the ordinary general meeting of shareholders held on June 28, 2007 and June 28,
2012 that the Company would grant stock options to directors. These options are to be in the form ofstock acquisition rights with a restriction on transfer to the amount of ¥650 million a year for annual
remuneration that had been approved at the ordinary general meeting of shareholders held on June 26,
2006.
This time, the Company will make a transition to a Company with a Board with an Audit andSupervisory Committee on the condition that Proposal No. 2 is approved. Accordingly, the Company
proposes to abolish the current limit for remuneration of directors as provided for Article 361,
Paragraphs 1 and 2 of the Companies Act and set the maximum limit for the amounts of remuneration,etc. for directors (excluding those serving on the audit and supervisory committee) to ¥650 million a year
in consideration of the current economic environment and other reasons. The amounts of remuneration,etc. for directors (excluding those serving on the audit and supervisory committee) do not include theportion of employee salaries for directors who are concurrently employees.
In addition, with a view to better aligning directors’ interests with those of the shareholders andfurther enhancing the Company’s corporate value, the Company proposes to grant stock options in theform of stock acquisition rights with restriction on transfer within the maximum amount set above on thecondition that Proposal No.2 is approved.
The Company intends to make the features of stock options rights “the share compensation stock
options (whose amount to be paid when the right is exercised shall be ¥1 per share issued upon theexercise of the rights)” as the compensation linked to the Company’s business performance as describedin 1 below and “market-value stock options (whose amount to be paid when the right is exercised shallbe determined based on market prices of shares issued upon the exercise of the rights)” as an incentive toimprove the Company’s business performance as described in 2 below.
The actual number of stock acquisition rights to be granted and the actual amount of remuneration
shall be determined by a resolution of the Board of Directors. It shall be within the said maximum
compensation limit, and shall be determined by taking into account the amount of fixed compensation,bonus and job details of each director. The stock acquisition rights issued for directors (excluding thoseserving on the audit and supervisory committee) as stock options within one year from the ordinary
general meeting of shareholders held at each business year are described below (A total of 130,000
shares will be issuable in each business year upon full exercise of all of the 1,300 stock acquisition rights,
which account for 0.06% of the total number of shares issued by the Company of 191,118,494 shares(excluding own shares) as of March 31, 2015 [figure rounded down to the second decimal place]). Also,
the balance of stock options issued as of March 31, 2015 is 1,825,900 shares, which accounts for 0.95%
of the total number of shares issued by the Company of 191,118,494 shares (excluding own shares) as ofMarch 31, 2015 [figure rounded down to the second decimal place]).
The current number of directors is eight (8), but if Proposals No. 2 and No. 3 are approved as
proposed, the number of directors (excluding those serving on the audit and supervisory committee) will
be eight (8) (of which two (2) are external directors).
The resolution of this Proposal becomes effective on the condition that the partial amendments to
the Articles of Incorporation in Proposal No. 2 are approved as proposed.
1. Features of stock acquisition rights used as share compensation stock options(1) Total number of stock acquisition rights and number of shares issuable under stock acquisitionrights: Total number of stock acquisition rights
The maximum number of stock acquisition rights shall be 1,000.
 Number of shares issuable under stock acquisition rights
The maximum number of shares issuable under stock acquisition rights shall be 100,000 shares.
The number of shares issuable under each stock acquisition right shall be 100 shares.
The number of shares issuable under stock acquisition rights is subject to adjustment in the event of astock split, consolidation of shares or allotment of shares without contribution, among others, after
the conclusion of this general meeting of shareholders.

– 24 –

(2) Amount of property to be contributed when exercising the stock acquisition rights
The subject of the contribution to be made when exercising the stock acquisition rights shall be in theform of money, and the above amount shall be ¥1 (which is the amount to be paid per share issued
when exercising the stock acquisition rights) multiplied by the number of shares issuable under one
stock acquisition right.
(3) Exercise period of the stock acquisition rights
The stock acquisition rights are exercisable during a period to fall within five years of the starting
date, which is three years from the date on which the stock acquisition rights were allotted (“theallotment date”).
(4) Restrictions on acquisition of the stock acquisition rights by assignment
Acquisition of the stock acquisition rights by assignment shall require the approval of the Company’s
Board of Directors.
(5) Other features of the stock acquisition rights
Details of matters (1) to (4) and any other matter shall be determined by resolution of the Board of
Directors.
2. Features of stock acquisition rights used as market-value stock options(1) Total number of stock acquisition rights and number of shares issuable under stock acquisitionrights: Total number of stock acquisition rights
The maximum number of stock acquisition rights shall be 300.
 Number of shares issuable under stock acquisition rights
The maximum number of shares issuable under stock acquisition rights shall be 30,000 shares.
The number of shares issuable under each stock acquisition right shall be 100 shares.
The number of shares issuable under stock acquisition rights is subject to adjustment in the event of astock split, consolidation of shares or allotment of shares without contribution, among others, after
the conclusion of this general meeting of shareholders.
(2) Amount of property to be contributed when exercising the stock acquisition rights
The subject of the contribution to be made when exercising the stock acquisition rights shall be in theform of money, and the above amount shall be the amount to be paid per share issued when
exercising the stock acquisition rights, determined by the following method, multiplied by the
number of shares issuable under one stock acquisition right.
The amount to be paid per share shall be the higher of an amount equal to the average closing priceof the Company’s common stock in regular trading on the Tokyo Stock Exchange in the month
preceding the month of the allotment date (excluding any day on which there is no closing price)
multiplied by 1.05 (fractions less than ¥1 are to be rounded up) or the closing price on the allotment
date (if there is no closing price, the most recent closing price prior to this date).
The amount to be paid per share is subject to adjustment in the event of a stock split, consolidation ofshares or allotment of shares without contribution, among others, after the allotment date.
(3) Exercise period of the stock acquisition rights
The stock acquisition rights are exercisable during a period to fall within five years of the starting
date, which is three years from the allotment date.
(4) Restrictions on acquisition of the stock acquisition rights by assignment
Acquisition of the stock acquisition rights by assignment shall require the approval of the Company’s
Board of Directors.
(5) Other features of the stock acquisition rights
Details of matters (1) to (4) and any other matter shall be determined by resolution of the Board of
Directors.

– 25 –

Proposal No. 6: Determination of Amounts of Remuneration, etc. for Directors Serving on the
Audit and Supervisory Committee
The Company will make a transition to a Company with a Board with an Audit and Supervisory
Committee on the condition that Proposal No. 2 is approved. Accordingly, the Company proposes to set
the amounts of remuneration, etc. for directors serving on the audit and supervisory committee to ¥150
million a year, as provided for Article 361, Paragraphs 1 and 2 of the Companies Act, in consideration of
the current economic environment and other reasons.
If Proposal No. 2 and Proposal No. 4 are approved as proposed, the number of directors servingon the audit and supervisory committee will be five (5) (of which three (3) are external directors.)
The resolution of this Proposal becomes effective on the condition that the partial amendments to
the Articles of Incorporation in Proposal No. 2 are approved as proposed.

– 26 –