To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
My name is Satoshi Arai. I was appointed President and Representative Director and Group CEO thisApril.
In the fiscal year ended March 31, 2023, we started our new mid- to long-term business plan (fromFY2023/3 through FY2031/3). The fiscal year ended March 31, 2023 was the first year of that plan, andsaw operating revenue of ¥654.7 billion, business profit of ¥105.1 billion, operating profit of ¥99.5
billion, ordinary profit of ¥94.1 billion, and profit attributable to owners of parent of ¥64.5 billion. All ofthese are historic highs, especially business profit.
In addition, we revised the dividend forecast, which was announced in January 2023, to 120.0 yen per
share for the annual dividend for the fiscal year ended March 31, 2023.
To realize our Vision 2030, “Be a ‘Life & Time Developer,’ as never seen before,” we will continue
under our Group Vision of “New Value, Real Value” to work hard to transform and take on challenges.
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEO
Satoshi Arai
Video Message from Group CEO Satoshi AraiGroup CEO Satoshi Arai has prepared a video (in Japanese) to deliver a message directly to you, ourshareholders.
The video can be accessed through the following URL.

https://c-hotline.net/Viewer/Default/37056fa11c3dcc4d193fe2c789ebd11d4858–1–

Our Group Vision

New Value, Real Value
2030 Vision

Be a “Life & Time Developer,” as never seen before
Nomura Real Estate Group has always connected closelywith customers’ lives and time, through real estate development
and real estate-related services.
Now, as we confront various social issues,
as well as diversified lifestyles and values,
we must change ourselves.
To enrich people’s respective lives
and every moment of their time,
we will transform ourselves into a “Life & Time Developer”
that creates new, significant values on a global scale.

Action Guideline
Client-first approach
Creating new value based on original ideas
Always being a challenger
Acknowledging our growth with society
Working with vigor and achieving wellness–2–The Future of Nomura Real Estate GroupThe business environment in which our Group operates is changing daily and becoming more complex
and uncertain with the diversification of people’s lifestyles and values and the accelerating progress ofdigitalization. In consideration of such an environment and with a view to realizing sustainable growth
based on Group Vision of “New Value, Real Value,” the Group has formulated the Nomura Real EstateGroup 2030 Vision “Be a ‘Life & Time Developer,’ as never seen before” and our sustainability policy“Earth Pride” (vision for 2050). We have also set financial targets, priority issues (materiality), and key
performance indicators (KPIs) with the goal of reaching our targets by 2030 (the fiscal year ending
March 31, 2031).

–3–

Targets for 2030 (fiscal year ending March 31, 2031)

Financial targets

Key performanceindicators (KPIs)
for achieving
priority issues

ProfitBusiness profit:

Capital efficiency

ROE:

Shareholder returns

Payout ratio:

Active participation by Female manager andjunior manager ratio:
women
CO2 emissions reduce(Compared to FY20/3)¥180.0 billion or more

10% or more
40% level
20%

Scope 1, 2:

Reduce by 35%

Scope 3:

Reduce by 35%–4–

Aiming for High Profit Growth
Through further expansion of domestic real estate development business (Residential Development
Business Unit and Commercial Real Estate Business Unit), high profit growth in the service management
field (Investment Management Business Unit, Property Brokerage & CRE Business Unit, and Property &Facility Management Business Unit), and steady growth in overseas business, we aim for high profit
growth at an average annual business profit growth rate of 8% over the nine-year period of the mid- tolong-term business plan.
Mid- to Long-term Business Plan (from FY2023/3 through FY2031/3)(Notes) • Totals shown above the bar chart include adjustments, etc. for profits or losses between
businesses, and so are different to the totals derived by summing business profit for its
business.
• Figures for business profit in FY2025/3 are presented rounded down to the nearest ¥500
million.

–5–

PointOverseas

Steady Growth in Overseas BusinessIn addition to the housing sales business in fast-growing Asian cities, we aim to expand the volume
of our income-producing real estate development business in Asia and advanced countries, so thatoverseas operations will account for at least 15% of the Group’s business profit by the fiscal year
ending March 31, 2031.

The Seasons Residences / MITSUKOSHI BGC (Manila, Philippines)

Point
Commercial
Real Estate

Further Expansion of Domestic Real Estate Development Business (Commercial
Real Estate Business Unit)
We view the changes in our environment as a business opportunity, and aim to increasedevelopment profits by expanding development of diverse asset types such as office buildings,
logistics facilities, and commercial facilities. We also expect to increase rental revenues through thecompletion and operation of large-scale development projects such as the Shibaura Project andNihonbashi 1-chome Central District.
Promote large-scale development

Development of diverse asset types

Shibaura Project–6–

Initiatives to Realize the Sustainability Policy “Earth Pride - Connecting the Earth,” (vision for
2050)—Start of Integrated Forest Management Project in Tokyo —In September 2022, the Group entered into a 30-year superficies agreement for the possession of approximately 130
hectares of forest in Okutama Town, Tokyo. Japan’s forests face a number of challenges today, including
decreasing CO2 absorption due to forest aging, declining ability to retain and amass nourishment from the soil andwater sources due to stagnation of forest circulation, and the collapse of the domestically produced lumber supply
chain due to dependence on imported timber. Going forward, while working with multiple partners. the Group will
strive to reduce the carbon footprint of buildings through the use of lumber produced in these forests. Moreover, theGroup will carry out activities to maintain and restore the many functions of forests, such as through soil andecosystem conservation.
Through this project, the Group seeks not only to help resolve the issues faced by Japan’s forests, but to also
contribute to certain of its priority issues (materiality) through to 2030, mainly Decarbonization, Biodiversity andCircular design.

–7–

“Tsunagu Mori”
Examples of Wood Use by the Group

This is the first private-sectorbusiness to have entered into an“Agreement to Promote the Use ofWood in Building” with the
Ministry of Agriculture, Forestry
and Fisheries

PROUD Nerima Nakamurabashi
Marks

H1O Aoyama

Use of domestically produced
lumber for shared building ofcondominiums, etc.

Adoption of “hybrid wood
structure” for the structures andcommon area interiors of offices–8–

The Group’s Main TOPICS for
FY2023

From April 2022 to March 2023

2022
April Announced the Sustainability Policy, new Mid- to Long-term Business Plan, and Nomura
Real Estate Group 2030 Vision> Nomura Real Estate Group 2030 Vision
Be a “Life & Time Developer,” as never seen before
Opened the KAMEIDO CLOCK retail facility of the KAMEIDO PROJECT, a largescale mixed-use development project
Reference Pages 47 and 48
May Announced details of the plan for the Shibaura Project, a large-scale mixed-use
development project with a gross floor area of approximately 550,000 m2
Reference Pages 49 and 50
Launched the Virtual Mega Solar initiative, introducing solar power generation with a
total power output of 1,000kW for detached housing units in the Tokyo Metropolitan
Area

June
July
August Held a ceremony to commemorate the founding of Federal
Land NRE Global Inc. (FNG), a new joint venturecompany with a major Philippine real estate developer
Reference Page 51

Established Nomura Real Asset Investment Co., Ltd., a new asset managementcompany, in a joint venture with Nomura Holdings, Inc.
September Gained possession of a forest in Okutama Town, Tokyo.
Start of Integrated Forest Management Project in Tokyo
Reference Pages 7 and 8

October Held a soft opening for MITSUKOSHI BGC, a commercial facility in a large-scale,

mixed-use development project in Manila, Philippines
Ranked No.1 in the SumaiSurfin Management Company Satisfaction Survey for 14th
consecutive year
November Launched NOMURA no KURASUMA, a comprehensive service website for living
and housing
December Formed a Capital and Business Alliance with YARUKI Switch Group Holdings Co.,Ltd.
Funabashi Morino City acquired Step 4 of the
ÉcoQuartier Certification Certified by the French
Government

–9–

2023
January Selected as a DX-certified Operator by the Ministry of Economy, Trade and Industry
February Opened PROUD GALLERY Shinjuku, a large-scale
sales base mainly handling properties in the central areasof TokyoMarch– 10 –

Summary of Each Business Unit

Shinjuku Nomura Building

Residential Development
Business Unit

Commercial Real EstateBusiness Unit

Operating revenue

Operating revenue¥302.4 billion

Year on year comparison¥199.3 billion

2.2% down

Business profit¥33.3 billion

Year on year comparison

1.6% down

Business profit

Year on year comparison¥39.5 billion

2.4% upYear on year comparison

2.4% up

Overseas Business Unit

Investment Management
Business Unit

Operating revenue

Operating revenue¥6.7 billion

Year on year comparison¥13.6 billion¥4.1 billion up
Business profit¥7.2 billion

Year on year comparison

6.5% upBusiness profit

Year on year comparison¥8.0 billion¥6.9 billion up– 11 –

Year on year comparison

3.2% upProperty Brokerage &CRE Business Unit

Property & Facility Management
Business Unit

Operating revenue

Operating revenue¥47.7 billion

Year on year comparison¥105.4 billion

9.0% upBusiness profit¥13.8 billion

Year on year comparison

6.3% upBusiness profit

Year on year comparison¥9.8 billion

18.0% up– 12 –

Year on year comparison

7.3% up

Trends in operating results and financial indicators for most recent five fiscal years*1 Business profit = operating profit + share of profit (loss) of entities accounted for using equity method + amortization of
intangible assets associated with corporate acquisitions*2 ROA = Business profit / Total assets during period (average)*3 ROE = Profit attributable to owners of parent / Equity during period (average)– 13 –

Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
19th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail.

To: Shareholders(Code: 3231)
Date of sending by postal mail: June 2, 2023
Start date of measures for electronic provision: May 25, 2023
Satoshi Arai
President and Representative Director
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 19th Ordinary General Meeting of Shareholders

We are pleased to announce the 19th Ordinary General Meeting of Shareholders of Nomura
Real Estate Holdings, Inc. (the “Company”), which will be held as follows.
When convening this General Meeting of Shareholders, the Company takes measures forproviding information that constitutes the content of Business Report, Consolidated and Nonconsolidated Financial Statements, etc. (items subject to measures for electronic provision) in electronic
format, and posts this information on the following websites. Please access one of the websites below byusing the Internet address shown below to review the information.
The Company’s website:
https://www.nomura-re-hd.co.jp/ir/ir_library/generalMeeting.html (in Japanese)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/3231/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “Nomura Real Estate
Holdings, Inc.” in “Issue name (company name)” or the Company’s securities code “3231” in “Code,”and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access”
under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting]”).

– 14 –

If you are unable to attend the meeting in person, you may exercise your voting rights by mailor electronic method (via the Internet, etc.). Please review the attached reference documents for the
General Meeting of Shareholders, and exercise your voting rights by no later than 5:40 p.m. on June 22(Thursday), 2023.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposals on the proxy card sent together with thisConvocation Notice, and return it so that it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” on page 18, and enter yourapproval or disapproval for the proposals listed thereon before the deadline stated above.

Description
1. Date and Time:

Friday, June 23, 2023, 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 19th term (from April 1, 2022
to March 31, 2023); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee

Matters to be Resolved:
Proposal No. 1: Election of Six (6) Directors (Excluding Directors as Audit &Supervisory Committee Members)
Proposal No. 2: Election of Four (4) Directors as Audit & Supervisory Committee
Members
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 by electronic method to be the effective one.
(2) If you exercise your voting rights through electronic method (via the Internet, etc.) multiple
times, only the last vote cast shall be deemed effective.
(3) If you exercise your voting rights in writing and fail to indicate your approval or disapproval toeach proposal, it will be deemed that you indicated your approval.

– 15 –

How we are dealing with the commencement of the system for providing informational materials forthe general meeting of shareholders in electronic format*In accordance with the enforcement of the system for providing informational materials for the general
meeting of shareholders under the amended Companies Act, the method of shareholders’ viewing
reference materials for the general meeting of shareholders has, in principle, changed to the website.
Shareholders wishing to be provided with reference materials for the general meeting of shareholders in
paper format must contact the administrator of the registry of shareholders of the Company, or theirsecurities company, by the record date for the exercise of voting rights, and perform the “Request for
Delivery of Paper-Based Documents” procedure.
*Shareholders will be sent this notice of convocation, which includes the website containing
informational materials for the general meeting of shareholders, and details of how the general meetingof shareholders will be hosted, among other matters. This notice of convocation also includes referencematerials for the general meeting of shareholders to enable shareholders to check the details of mattersto be resolved.
*Shareholders who have requested the delivery of paper-based documents will receive a document
stating the items provided in electronic format in addition to this Convocation Notice. In accordancewith laws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation, the document
does not include the following matters:
1) “Principal businesses,” “Principal business offices of major subsidiaries” of “Principal businessoffices,” “Share acquisition rights, etc.” and “System to ensure the appropriateness of operations
and the operational status of that system” of the business report;
2) “Consolidated statement of changes in shareholders’ equity” and “Notes to consolidated financial
statements” of consolidated financial statements; and3) “Non-consolidated statement of changes in shareholders’ equity” and “Notes to non-consolidated
financial statements” of non-consolidated financial statements.
*The above matters are posted on each of the websites listed on page 14. Also, with respect to the above
matters, when the Audit & Supervisory Committee prepared the audit report, it audited 1) through 3) aspart of the attached documents, and when the Accounting Auditor prepared the audit report, it audited 2)
and 3) as part of the attached documents.
*If the items provided in electronic format are amended, a notice will be posted on each of the websites
listed on page 14 showing the content before and after the amendment.
Requests and Guidance to Shareholders*When attending the meeting in person, please present the proxy card sent together with thisConvocation Notice at the reception desk. A handout indicating all the items provided in electronic
format will be provided to shareholders who attend the meeting at the reception desk.
*The decision on whether to wear a mask as a countermeasure to prevent the spread of COVID-19
infection is basically left to the individual. Out of respect for the choices of the individual, the Company
does not request that all attendees wear masks, and so those present at the venue on the day arerequested to make their own decision regarding the putting-on and removing of masks.
*Depending on the future developments of COVID-19 and announcements from the government orauthorities, we may be forced to change the venue or time of the General Meeting of Shareholders.
Please check the information provided on the website below.
The Company’s website: https://www.nomura-re-hd.co.jp/english/ir*We are receiving questions from shareholders in advance. Please refer to “Information on Receiving
Questions in Advance” below for details.
*Please be advised that the live streaming of the General Meeting of Shareholders via the Internet, which
was implemented last year partly in order to prevent the spread of COVID-19, will not be implemented
at this General Meeting of Shareholders, considering that the status of COVID-19 has been changed
under the Act on the Prevention of Infectious Diseases and that socio-economic activities are returning
to normal. We ask for your understanding in advance.

– 16 –

Guide to Exercising Voting Rights
Voting is an important right for shareholders as it provides them with the opportunity of participation
with respect to management. We invite you to participate in the management of the Company.
Please review the attached reference documents for the General Meeting of Shareholders (pages 26 to40), and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
If you exercise your voting rights in advance:[Exercise by Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 22, 2023
Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and returnit.
[Exercise via the Internet, etc.]
Exercise Due Date: No later than 5:40 p.m. on June 22, 2023
For details, please refer to the next page.
If you are attending the General Meeting of Shareholders:[Attending the Meeting]Time and Date: 10:00 a.m. on June 23, 2023
Place: Meiji Kinenkan, Fuji room (2nd floor), 2-2-23 Motoakasaka, Minato-ku, Tokyo
Please present the proxy card sent together with this Convocation Notice at the reception desk.
For institutional investors
Nominal shareholders such as management trust banks (including standing proxies) who have appliedin advance for the use of the electronic voting platform operated by ICJ, Inc. may use such platform in
addition to the aforementioned method of exercising voting rights via the Internet as a method forexercising voting rights electromagnetically.
Introducing “Notice of Convocation via Smartphone” service
Convocation notices are now more accessible – even on your smartphone!
With the purpose of enriching the communication with our shareholders, we offer “Notice ofConvocation via smartphone” service, where you can browse the Notice of Convocation and its related
information, as well as exercising your voting rights conveniently.
[How to access “Notice of Convocation via Smartphone”]
You can access by visiting https://p.sokai.jp/3231/ (in Japanese) (please input the characters in single
digits)This service is a non-mandatory service with the purpose of improving our shareholders’ convenience.
Please note that depending on your device or communication environments, you may not be able tobrowse the contents. If you exercise your voting rights via this service, please refer to the instruction
on page 18 of this document.

– 17 –

Guide to Exercising Voting Rights via the Internet, etc.
Recommended method:Via smartphone
Step 1: Please scan the 2D code printed on the proxy card.
Step 2: Indicate your approval or disapproval by following the instructions on the screen.
* If you wish to exercise your voting rights without using 2D Code, please refer to the “Via computer.”

Via computer
Step 1: Access the Website for Exercising Voting Rights.
https://evote.tr.mufg.jp/ (in Japanese)
Step 2: Enter the “Log-in ID and Temporary Password,” which are printed on the enclosed proxy card.
Step 3: Please register a new password.
Step 4: Indicate your approval or disapproval by following the instructions on the screen.
Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC or a smartphone.
Corporate Agency Division Help Desk
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027(toll free only within Japan / 9:00 a.m. – 9:00 p.m.)
Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.
*
The website for exercising voting rights is not operational from 2:00 a.m. to 5:00 a.m. due tomaintenance and inspection.
*
If you exercise your voting rights more than once by mail and via the Internet, only the vote cast via
the Internet shall be deemed effective.
*
If you exercise your voting rights via the Internet multiple times, only the last vote cast shall bedeemed effective.
*
The website for exercising voting rights may be unavailable depending on certain Internet settings,
or depending on the service to which you are subscribed or the model of the device you use toaccess the website.
*
Any costs including Internet connection fees and communication charges that might be required toaccess the website for exercising voting rights shall be borne by the shareholder.

– 18 –

Information on Receiving Questions in Advance
We will accept questions from shareholders about the matters to be reported and the matters to beresolved at the 19th Ordinary General Meeting of Shareholders over the Internet beforehand.
Please send any questions you have via the website below.
URL for the website for receiving questions in advance[Questions received from 9:00 a.m. on June 2 (Fri) until 5:40 p.m. on June 16 (Fri), 2023]

https://krs.bz/nomura-re/m/generalmeeting* Please understand that we are unable to separately answer questions asked in advance.
* Questions not covered in the general meeting will be used for future reference.
We plan to publish in succession a “video of the proceedings of the General Meeting of Shareholders”
and a “summary of the questions at the General Meeting of Shareholders” on the Company’s website
by early July.
https://www.nomura-re-hd.co.jp/ir/ir_library/generalMeeting.html (in Japanese)* The above “video of the proceedings of the General
Meeting of Shareholders” will exclude the questions
and answers.

– 19 –

Key issues for shareholders exercising their voting rights
Skills Matrix of Directors
The composition of the Board of Directors if Proposal No. 1 and Proposal No. 2 are approved inthis Ordinary General Meeting of Shareholders, and fields in which the Group holds expectations foreach of them as Directors are outlined on the pages 21 to 22.
• Reasons for selecting each skill

Corporate management

We believe that knowledge and experience in all aspects of corporate
management are necessary to formulate and implement mid- to longterm business strategies in the midst of a drastically changing businessenvironment.

Finance & Accounting

We believe that knowledge and experience in the fields of finance andaccounting are necessary to achieve accurate financial reporting, build
a solid financial foundation, promote investment for growth, andenhance shareholder returns.

Legal and compliance

We believe that knowledge and experience in the legal and compliancefield are necessary because risk management based on law andcompliance is the foundation for sustainable growth.

We believe that a wealth of knowledge and experience in real estateand construction are necessary to realize “unique value creation based
Real estate and construction
on our development capability” as described in our mid- to long-termbusiness plan.
Overseas businessWe believe that knowledge and experience in overseas business,
lifestyles, cultures, and environments are necessary to promote andsupervise overseas business, which is positioned as a growth area.

ICT and digital

We believe that knowledge and experience in the ICT and digital fields
are necessary to create new value and promote productivity
improvements in each business by leveraging digital technology.

Sustainability and D&I

We believe that knowledge and experience in sustainability andpersonnel strategy are necessary to realize our sustainability policy andbuild and promote personnel strategy.

– 20 –

Key issues for shareholders exercising their voting rights
List of Directors and the fields in which the Group expects Directors*1
Number of
Position and responsibilities
meetings of
Audit &
in the Company
Board of Supervisory Term of(To be selected by the Board of Directors
Directors Committee
officefollowing this General Meeting ofattended
MemberShareholders)(19th term)

Name

Eiji Kutsukake

Reelection
Non-executive

Satoshi Arai

Chair and Director

15/15

–

9 years

Reelection

President and Representative Director,
and Chief Executive Officer

10/10*2–

1 yearDaisaku Matsuo

Reelection

Executive Vice President andRepresentative Director

15/15

–

2 years

Makoto Haga

Reelection

Executive Vice President andRepresentative Director

15/15

–

6 years

Hiroshi Kurokawa

Reelection

Director and Executive Officer

15/15

–

2 years

Chiharu Takakura

New election
External Director
Independent Director

–

–

–

Hiroyuki Kimura

Reelection

Director (Full-time Audit & Supervisory
Committee Member)

15/15

•

2 years

Yasushi Takayama

Reelection

Director (Full-time Audit & Supervisory
Committee Member)

15/15

•

4 years

Yoshio Mogi

Reelection
External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

15/15

•

4 years

Akiko Miyakawa

Reelection
External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

15/15

•

4 years

Tetsu Takahashi

External Director
Independent Director

External Director (Audit & Supervisory
Committee Member)

15/15

•

3 years

External Director*1 The above list is based on the assumption that Proposal No. 1 and Proposal No. 2 are approved as originally proposed.
*2 The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 24, 2022 is shown.

– 21 –

Skills Matrix
GenderCorporate
management

Finance &Accounting

Legal andcompliance

Real estate
andconstruction

Overseasbusiness

ICT anddigitalSustainability
and D&I••

Eiji Kutsukake

Male

•

•

Satoshi Arai

Male

•

•

Daisaku Matsuo

Male

•

Makoto Haga

Male

•

•

•

•

Hiroshi Kurokawa

Male

•

•

•

•

Chiharu Takakura

Female•Hiroyuki Kimura

Male

•

Yasushi Takayama

Male

Yoshio Mogi

Male

Akiko Miyakawa

FemaleTetsu Takahashi

Male

*
*

•

•

•

•

•

•

•

•

•

•
•

•

•

•

•

•

•

•

•

Not all knowledge, experience, etc. is indicated.
Based on current and past positions, term of office, etc.
External Director as defined in Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of theExternal Director
Companies Act.
Directors who are to be reported as independent directors/auditors to the domestic stock exchanges on
Independent Director
which the Company is listed.
Directors who do not concurrently serve as executive Directors, Executive Officers or employees ofNon-executive
the Company or its subsidiaries.

– 22 –

Key issues for shareholders exercising their voting rights
Corporate Governance System
The outline of corporate governance system if Proposal No. 1 and Proposal No. 2 are approved in thisOrdinary General Meeting of Shareholders is as follows.
Characteristics of the Company’s corporate governance system

•
•
•
•
•
•

Company with Audit & Supervisory Committee
Chairman of the Board of Directors is a non-executive Director
Out of 11 Directors, four are Independent External Directors
Established the Advisory Committee Relating to Nominations and Compensation
Chairman of the Advisory Committee Relating to Nominations and Compensation is an Independent
External Director
Majority of the members of the Audit & Supervisory Committee and the Advisory Committee
Relating to Nominations and Compensation are Independent External Directors
1

Board of Directors

The Board of Directors ensures the fairness and transparency of management by fully supervising
management, and makes the best decisions for the Company through important business execution
decisions, etc.

2Internal Directors

External Directors

7

4Percentage of External Directors
on the Board of Directors

36% (4)

Eiji Kutsukake
Chairman of the Board of
Directors

Audit & Supervisory Committee

The Audit & Supervisory Committee performs audits utilizing the Company’s internal control system
and receives regular reports from the internal audit department on the implementation status and resultsof internal audits. When necessary, the committee may request a report to Directors, Executive Officers,
or business execution departments of the Company and Group companies.

3

Internal Directors

External Directors

2

3Percentage of External Directors
on the Audit & Supervisory
Committee

Hiroyuki Kimura
Chairman of the Audit &Supervisory Committee

60% (3)Advisory Committee Relating to Nominations and Compensation

The Advisory Committee Relating to Nominations and Compensation is to discuss matters related topolicies, such as those for the nomination and compensation of members of the Board of Directors andExecutive Officers, the successor plan and training, and report the outcome to the Board of Directors.
Internal Directors

External Directors

1

2

Percentage of External Directors
on the Advisory Committee
Relating to Nominations andCompensation

66% (2)– 23 –

Tetsu Takahashi
Chairman of the Advisory
Committee Relating toNominations and Compensation

– 24 –

The President of the Company will answer questions that we believe are ofinterest to our shareholders.
Q1.

Please tell us about the Company’s shareholder return policy.

In order to return the high-profit growth we aim at in the Mid- to Long-term Business Plan to ourshareholders, we have adopted the following basic policies in the Plan.
・Phase I (FY2023/3 through FY2025/3) ⇒ Total return ratio of 40-50%
・Phase II and onward ⇒ Payout ratio at 40% level
The total return ratio in FY2023/3 was 47.6%, and the payout ratio was 32.9%.
Q2.

Please tell us about the strategy the Group will implement toward “Be a ‘Life & Time
Developer,’ as never seen before,” which is the vision in Mid- to Long-term Business Plan.

This vision does not restrict itself to real estate development, which is what people generally imagine
when they think of a real estate developer, but rather incorporates our strong desire to become a groupthat creates value by developing people’s lives and time in the broad sense of the word.
While basing ourselves on market-oriented concepts, business collaboration and value creation within
the Group, commitment to quality, and open-minded approach to new ideas and businesses, we will
also work in new areas such as digitalization, sustainability, and overseas markets to create value thatis unique to the Group and is not constrained to traditional real estate approaches, and strive to provide
lives and time (products and services) that will cause us to be chosen by customers whatever themarket conditions.
Q3.

Please tell us about the sustainability activities that are already engaged in or going toengage in.

Previously we have engaged in on such initiatives as obtaining certification by SBT (Science Based
Targets), becoming a member of RE100, and participating in the “Connect Our Forests” Project in
Okutama town, Tokyo.
In the Residential Development Business Unit and Commercial Real Estate Business Unit, we will
apply lumber to the interiors of common areas in condominiums, introduce hybrid structures that use
wood in a steel structure, and continue to promote other measures to promote sustainability throughour business.
Q4.

Please tell us about the initiatives for human resources development in the context ofinvestment in human capital.

The Group seeks to realize employee happiness and become a company that can continue to take onchallenges through the cycle of active participation of a diverse workforce and the securing of humanresources in growth areas. We have set the indicators and targets, including a 20% for female manager
and junior manager ratio. To that end, we provide training on human rights, wellness, diversity &inclusion, and other themes to establish a working environment that maximizes the potential of diverse
personnel with a variety of backgrounds.

– 25 –

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Election of Six (6) Directors (Excluding Directors as Audit &Supervisory Committee Members)

The term of office of all of the six (6) Directors (excluding Directors as Audit & Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders. Also, Tetsuro Higashi resigned as Director on December
31, 2022.
Accordingly, we would like you to elect six (6) Directors.
The terms of office of Directors elected at this Ordinary General Meeting of Shareholders shallbe until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2024.
Nomination of the candidates for Director has passed through the deliberation process of theAdvisory Committee Relating to Nominations and Compensation, a majority of whose members are
Independent External Directors.
Also, the Audit & Supervisory Committee has expressed the opinion that this proposal isappropriate and there are no matters of concern.
The candidates for Director are as follows.

No.

*

Current Positionin the Company

Name

1

Eiji Kutsukake

2

Reelection
Non-executive

Number ofmeetings ofBoard ofDirectors
attended(19th term)

Chair and Director

15/15

Satoshi Arai

Reelection

President and Representative
Director, and Chief Executive
Officer

10/10*

3

Daisaku Matsuo

Reelection

Executive Vice President andRepresentative Director

15/15

4

Makoto Haga

Reelection

Executive Vice President andRepresentative Director

15/15

5

Hiroshi Kurokawa

Reelection

Director and Executive Officer

15/15

6

Chiharu Takakura

New election
External Director
Independent Director––

The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 24, 2022 is shown.

– 26 –

Reelection Non-executive

No.

Eiji Kutsukake

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
25,200 shares
15/15 (100%)
9 years

Apr. 1984 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2007 Executive Managing Director of Nomura Securities Co., Ltd.
Oct. 2008 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2009 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2011 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2012 Executive Managing Director of Nomura Holdings, Inc.
Aug. 2012 Deputy President of Nomura Securities Co., Ltd.
Apr. 2013 Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2014 Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Representative Director and Executive Vice President of Nomura Real Estate Holdings, Inc.
Jun. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc.
Apr. 2017 Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Apr. 2023 Chair and Director of Nomura Real Estate Holdings, Inc. (present)
Director of Nomura Real Estate Development Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Eiji Kutsukake has extensive business and management experience in the Nomura Group as well as
experience as President of the Company. He has been nominated as a candidate for Director because it isexpected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
his substantial management experience and knowledge. If he is elected, the Company will continue todesignate him as a non-executive Director.
Notes:
1. There is no special conflict of interest between Eiji Kutsukake and the Company.
2. The Company has entered into an agreement with Eiji Kutsukake to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his 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.
3. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Eiji Kutsukake isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2023.

– 27 –

Reelection

No.

Satoshi Arai

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(June 3, 1965)
7,300 shares
10/10 (100%)*
1 yearApr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2011 Senior Managing Director of Nomura Securities Co., Ltd.
Apr. 2014 Senior Corporate Managing Director of Nomura Securities Co., Ltd.
Apr. 2017 Senior Managing Director of Nomura Holdings, Inc.
Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd.
Apr. 2019 Representative Director and Deputy President of Nomura Securities Co., Ltd.
Apr. 2022 Director of Nomura Real Estate Development Co., Ltd.
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2022 Executive Vice President and Director of Nomura Real Estate Holdings, Inc.
Apr. 2023 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Holdings, Inc. (present)
Chair and Representative Director of Nomura Real Estate Development Co., Ltd. (present)
Responsibilities
Group CEO
Significant Concurrent Positions
Chair and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Satoshi Arai has extensive business and management experience at the Nomura Group as well as
experience as Executive Vice President and President of the Company. He has been nominated as a
candidate for Director because it is expected that he will continue contributing to strengthening thesupervisory function of the Board of Directors and achieving sustained growth and increased corporate
value of the Company by drawing on his substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Satoshi Arai and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Satoshi Arai is
approved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2023.
*

The number of meetings of the Board of Directors held during the business year under review since the appointment of
Director on June 24, 2022 is shown.

– 28 –

Reelection

No.

Daisaku Matsuo

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: October 18, 1964)
24,200 shares
15/15 (100%)
2 years

Apr. 1988 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2018 Executive Officer of Nomura Real Estate Holdings, Inc.
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,Ltd.
Apr. 2021 Executive Vice President of Nomura Real Estate Holdings, Inc.
President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Jun. 2021 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Responsibilities
Group COO
Significant Concurrent Positions
President and Representative Director, and Chief Executive Officer of Nomura Real Estate Development
Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Daisaku Matsuo has extensive business and management experience at the Group as well as experience as
Executive Vice President of the Company. He has been nominated as a candidate for Director because itis expected that he will continue contributing to strengthening the supervisory function of the Board of
Directors and achieving sustained growth and increased corporate value of the Company by drawing on
substantial experience and knowledge he has accumulated on property development and other operations
especially in the Residential Development Business Unit.
Notes:
1. There is no special conflict of interest between Daisaku Matsuo and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Daisaku Matsuo isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2023.

– 29 –

Reelection

No.

Makoto Haga

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
31,800 shares
15/15 (100%)
6 years

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2011 Director of Nomura Real Estate Capital Management Co., Ltd.
Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2017 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2020 Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,Ltd.
Apr. 2023 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Executive Vice President and Representative Director of Nomura Real Estate Development
Co., Ltd. (present)
Responsibilities
Supervisor of Management Division
Significant Concurrent Positions
Executive Vice President and Representative Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Makoto Haga has extensive business and management experience at the Group as well as experience as
Director and Executive Vice President of the Company. He has been nominated as a candidate for
Director because it is expected that he will continue contributing to strengthening the supervisory functionof the Board of Directors and achieving sustained growth and increased corporate value of the Company
by drawing on substantial experience and knowledge he has accumulated on corporate planning andfinancial and capital policies of the Group, among other operations.
Notes:
1. There is no special conflict of interest between Makoto Haga and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Makoto Haga isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2023.

– 30 –

Reelection

No.

Hiroshi Kurokawa

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: February 2, 1968)
10,200 shares
15/15 (100%)
2 years

Apr. 1990 Joined Nomura Real Estate Development Co., Ltd.
Apr. 2013 Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2015 Representative Director and Senior Managing Executive Officer of Nomura Real Estate AssetManagement Co., Ltd.
Apr. 2017 Executive Officer of Nomura Real Estate Holdings, Inc.
Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2020 Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2021 Executive Officer of Nomura Real Estate Holdings, Inc.
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co.,
Ltd. (present)
Jun. 2021 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Responsibilities
Business Unit Manager of Commercial Real Estate Business Unit
Significant Concurrent Positions
Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Hiroshi Kurokawa has extensive business and management experience at the Group as well as experience
as Director of the Company. He has been nominated as a candidate for Director because it is expected that
he will continue contributing to strengthening the supervisory function of the Board of Directors andachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on real estate development and corporate planning, among
other operations.
Notes:
1. There is no special conflict of interest between Hiroshi Kurokawa and the Company.
2. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Hiroshi Kurokawa isapproved, he will continue to be included as one of the insureds in this insurance policy. The
Company will bear the full amount of the insurance premiums. In addition, the Company plans torenew the insurance policy in December 2023.

– 31 –

No.

Chiharu Takakura

New election
External Director
Independent Director(Date of Birth: December 22, 1959)

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–––Apr. 1983 Joined Economic Affairs Bureau of Ministry of Agriculture, Forestry and Fisheries
Aug. 1993 Joined Sanwa Research Institute Corp.
Jul. 1999 Joined Pfizer Japan Inc.
Oct. 2006 Joined Novartis Pharma K.K.
Oct. 2013 Managing Executive Officer of Nihon Tetra Pak K.K.
Jul. 2014 Corporate Fellow and General Manager of Global Human Resources Dept. of Ajinomoto Co.,Inc.
Apr. 2020 Joined ROHTO Pharmaceutical Co., Ltd.
Jun. 2020 Director of ROHTO Pharmaceutical Co., Ltd.
Jun. 2021 Outside Audit and Supervisory Board Member of NGK SPARK PLUG Co., Ltd. (currently,
Niterra Co., Ltd.)Mar. 2022 Director and Chief Human Resource Officer (CHRO) of ROHTO Pharmaceutical Co., Ltd.
Jun. 2022 Outside Director of NGK SPARK PLUG Co., Ltd. (currently, Niterra Co., Ltd.) (present)
Significant Concurrent Positions
Outside Director of Niterra Co., Ltd.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Chiharu Takakura has great knowledge and experience and profound insights into human resources
strategy and development, acquired during her many years executing business in important roles in thehuman resources division of a global company, as well as participating on specialist committees for agovernmental agency. She has been nominated as a candidate for External Director because it is expectedthat by leveraging her skills and experience she will contribute to the promotion of human capitalmanagement, the strengthening of the supervisory function of the Board of Directors and corporate
governance systems and the fair and transparent management.
Notes:
1. Chiharu Takakura is a candidate for External Director.
2. Chiharu Takakura is scheduled to resign as Director of ROHTO Pharmaceutical Co., Ltd. on June 28,2023.
3. If the election of Chiharu Takakura is approved, the Company plans to entered into an agreementwith her to limit her liability for damages provided for in Article 423, Paragraph 1 of the Companies
Act, pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability
based on the said agreement, on condition that she performs her duties in good faith and withoutgross negligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1of the Companies Act.
4. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of legal indemnification to beborne by insureds arising from their performance of duties. If the election of Chiharu Takakura isapproved, she will be included as one of the insureds in this insurance policy. The Company willbear the full amount of the insurance premiums. In addition, the Company plans to renew theinsurance policy in December 2023.
5. If the election of Chiharu Takakura is approved, the Company will designate her as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange. In addition, a
subsidiary of the Company and Takakura & Company LLC, where Chiharu Takakura serves as joint
representative, plan to enter into a real estate leasing contract. However, both from the perspective ofconsolidated net sales of the Company in the most recent business year and of net sales of Takakura– 32 –

& Company LLC, net sales derived from the contract will be negligible at less than 0.1% andtherefore the Company’s criteria for determining impartiality (2% or less) are satisfied, and Ms.
Takakura’s independence is deemed not to be compromised.

– 33 –

Proposal No. 2:

Election of Four (4) Directors as Audit & Supervisory Committee
Members

The term of office of the four (4) Directors as Audit & Supervisory Committee Members will
expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect four (4) Directors as Audit & Supervisory Committee
Members.
The terms of office of the Directors as Audit & Supervisory Committee Members elected at thisOrdinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General
Meeting of Shareholders to be held in June 2025.
Nomination of the candidates for Director as Audit & Supervisory Committee Member has
passed through the deliberation process of the Advisory Committee Relating to Nominations andCompensation, a majority of whose members are Independent External Directors. The Audit &Supervisory Committee has consented to this proposal.
The candidates for Director as Audit & Supervisory Committee Member are as follows.

No.

Name

1

Hiroyuki Kimura

Reelection

2

Yasushi Takayama

Reelection

3

Yoshio Mogi

Reelection
External Director
Independent Director

4

Akiko Miyakawa

Reelection
External Director
Independent Director– 34 –

Number of
Number ofmeetings ofmeetings of
Audit &
Current Position in Board ofSupervisory
the Company
Directors
Committee
attendedattended(19th term)(19th term)
Director (Full-time
Audit &
Supervisory
15/15
12/12
Committee
Member)Director (Full-time
Audit &
Supervisory
15/15
12/12
Committee
Member)External Director(Audit &Supervisory
15/15
12/12
Committee
Member)External Director(Audit &Supervisory
15/15
12/12
Committee
Member)No.

1

Hiroyuki Kimura

Reelection(Date of Birth: March 30, 1962)

Shareholdings:
26,400 shares
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:2 years

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 Director of Nomura Real Estate Asset Management Co., Ltd. (currently, Nomura Real Estate
Asset Management Co., Ltd.)
Oct. 2011 Managing Director of Nomura Real Estate Asset Management 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.
Apr. 2019 Director of Nomura Real Estate Holdings, Inc.
Executive Vice President and Representative Director of Nomura Real Estate AssetManagement Co., Ltd.
Apr. 2021 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2021 Director (Full-time Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Audit & Supervisory Board Member of Nomura Real Estate Solutions Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Life & Sports Co., Ltd. (present)
Apr. 2023 Audit & Supervisory Board Member of Nomura Real Estate Retail Properties Co., Ltd.
(present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Solutions Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Life & Sports Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Retail Properties Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Hiroyuki Kimura has extensive business and management experience at the Group as well as experience
as Director of the Company. He has been nominated as a candidate for Director as Audit & Supervisory
Committee Member because it is expected that his extensive experience and knowledge concerning
finance and accounting will continue to contribute to strengthening the supervisory function of the Boardof Directors and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Hiroyuki Kimura and the Company.
2. The Company has entered into an agreement with Hiroyuki Kimura to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his 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.

– 35 –

3.

The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Hiroyuki Kimura is approved, hewill continue to be included as one of the insureds in this insurance policy. The Company will bear
the full amount of the insurance premiums. In addition, the Company plans to renew the insurance
policy in December 2023.

– 36 –

No.

2

Yasushi Takayama

Reelection(Date of Birth: February 1, 1964)

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:4 years

Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2011 Director, Nomura Financial Products & Services, Inc.
Oct. 2012 Managing Director and General Counsel of Nomura Securities International, Inc. (New York)
Sep. 2013 Managing Director and General Counsel of Nomura Holding America Inc.
Apr. 2015 Senior Managing Director and Chief Legal Officer of Nomura Holdings, Inc.
Senior Managing Director and Chief Legal Officer of Nomura Securities Co., Ltd.
Jun. 2016 Outside Director of Japan Securities Depository Center, Incorporated
Apr. 2019 Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2019 Director (Full-time Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co., Ltd.
(present)
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd. (currently,
Nomura Real Estate Solutions Co., Ltd.) (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd. (present)
Audit & Supervisory Board Member of PRIME X. Co., Ltd. (present)
Significant Concurrent Positions
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Solutions Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd.
Audit & Supervisory Board Member of PRIME X. Co., Ltd.
Reasons for Nomination as a Candidate for Director and Outline of Expected Roles
Yasushi Takayama has extensive business experience in the Nomura Group and experience as a Director
as Audit & Supervisory Committee Member of the Company. He has been nominated as a candidate for
Director as Audit & Supervisory Committee Member because it is expected that his extensive experienceand knowledge concerning legal, finance and accounting will continue to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governance structure, as well as toenhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Yasushi Takayama and the Company.
2. The Company has entered into an agreement with Yasushi Takayama to limit his liability fordamages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the Companies Act. If his election is approved, the Company will continue the said
agreement with him to limit his liability. The maximum amount of liability based on the said
agreement, on condition that he performs his duties in good faith and without gross negligence, shallbe the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of the Companies Act.

– 37 –

3.

The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Yasushi Takayama is approved,
he will continue to be included as one of the insureds in this insurance policy. The Company willbear the full amount of the insurance premiums. In addition, the Company plans to renew theinsurance policy in December 2023.

– 38 –

Reelection External Director

No.

Yoshio Mogi

Independent Director(Date of Birth: April 10, 1952)

3

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:4 years

Apr. 1975 Joined Nichimen Co., Ltd. (currently, Sojitz Corporation)
Apr. 2006 Executive Officer of Sojitz Corporation
Apr. 2008 Managing Executive Officer of Sojitz Corporation
Apr. 2012 Senior Managing Executive Officer, CFO of Sojitz Corporation
Jun. 2012 Representative Director, Senior Managing Executive Officer, CFO of Sojitz Corporation
Apr. 2014 Representative Director and Executive Vice President, CFO of Sojitz Corporation
Jul. 2014 Outside Director of Sojitz Infinity Inc.
Apr. 2017 Representative Director and Executive Vice President, CCO of Sojitz Corporation
Director of Sojitz REIT Advisors K.K.
Apr. 2018 Advisor of Sojitz Corporation
Jun. 2019 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
None.
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Yoshio Mogi has great knowledge, experience and profound insights concerning corporate management
acquired through his many years working as a corporate manager. He has been nominated as a candidate
for External Director as Audit & Supervisory Committee Member because it is expected that his extensive
experience and knowledge will continue to contribute to strengthening the supervisory function of theBoard of Directors and the corporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. Yoshio Mogi is a candidate for External Director.
2. There is no special conflict of interest between Yoshio Mogi and the Company.
3. Yoshio Mogi is, at present, an External Director of the Company. His term of office as External
Director will be four years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Yoshio Mogi to limit his liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If his election is approved, the Company will continue the said agreementwith him to limit his liability. The maximum amount of liability based on the said agreement, on
condition that he performs his 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.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Yoshio Mogi is approved, he willcontinue to be included as one of the insureds in this insurance policy. The Company will bear thefull amount of the insurance premiums. In addition, the Company plans to renew the insurance policyin December 2023.
6. Yoshio Mogi 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.

– 39 –

Reelection External Director

No.

Akiko Miyakawa

Independent Director(Date of Birth: October 18, 1955)

4

Shareholdings:–
Attendance at meeting of Board of Directors: 15/15 (100%)
Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%)Term of office:4 years

Apr. 1978 Joined Tokyo Branch of Chase Manhattan Bank (currently, JPMorgan Chase Bank, N.A.)
Nov. 1987 Joined Marunouchi & Co. (currently, Deloitte Touche Tohmatsu LLC)
Jan. 2000 Joined the Los Angeles Office of Deloitte US
Jun. 2005 Partner of Deloitte Touche Tohmatsu LLC
Jul. 2008 Joined the Taipei Office of Deloitte Taiwan
Oct. 2015 Joined Deloitte Touche Tohmatsu LLC Tokyo Office
Aug. 2018 Representative of Akiko Miyakawa CPA Office (present)
Jun. 2019 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
Representative of Akiko Miyakawa CPA Office
Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles
Akiko Miyakawa has great knowledge, experience and profound insights as an expert at accounting andauditing acquired through her many years working as a Certified Public Accountant. She has been
nominated as a candidate for External Director as Audit & Supervisory Committee Member because it isexpected that her extensive experience and knowledge will continue to contribute to strengthening thesupervisory function of the Board of Directors and the corporate governance structure, as well as toenhancing the auditing structure, although she has no previous experience directly involved in the
management of a company other than as an external officer.
Notes:
1. Akiko Miyakawa is a candidate for External Director.
2. There is no special conflict of interest between Akiko Miyakawa and the Company.
3. Akiko Miyakawa is, at present, an External Director of the Company. Her term of office as External
Director will be four years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into an agreement with Akiko Miyakawa to limit her liability for damages
provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the Companies Act. If her election is approved, the Company will continue the said agreementwith her to limit her liability. The maximum amount of liability based on the said agreement, on
condition that she performs her 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.
5. The Company enters into a directors and officers liability insurance policy with an insurancecompany and intends to cover litigation expenses and the amount of indemnification to be borne byinsureds arising from their performance of duties. If the election of Akiko Miyakawa is approved,
she will continue to be included as one of the insureds in this insurance policy. The Company willbear the full amount of the insurance premiums. In addition, the Company plans to renew theinsurance policy in December 2023.
6. Akiko Miyakawa is an Independent Director/Auditor as stipulated under the regulations of the Tokyo
Stock Exchange. If her election is approved, the Company will continue to designate her as
Independent Director/Auditor.

– 40 –

Reference: Nomura Real Estate Holdings, Inc. Criteria for Determining Impartiality of
Independent External Directors
In addition to Independent Director impartiality criteria set by the Tokyo Stock Exchange, the Board of
Directors establishes criteria concerning the impartiality of Independent External Directors andnominates Independent External Directors having confirmed that they do not correspond to any of thefollowing items.
1. Individuals who execute business for any other company with which the Company or its
subsidiaries have a reciprocal employment relationship as each other’s External Directors;
2. Individuals who are employees of the Company’s or its subsidiaries’ major business partners (*1)
or who are employees at companies that consider the Company or its subsidiaries to be theirmajor business partner (*1) (or individuals involved in the execution of business if such business
partner is a corporation);
3. Consultants, accounting experts, or legal experts who receive money, or other property gains inexcess of ¥10 million in addition to Directors compensation from the Company or its subsidiaries
during the most recent business year;
4. Individuals affiliated to companies, etc. that provide professional services such as law firms,
accounting firms, and consulting companies that receive large sums of money or other property
gains (*2) from the Company or its subsidiaries;
5. Individuals who are or were involved in the execution of business at one of the Company’s major
shareholders (individuals who are or were involved in the execution of business at suchcorporation if the major shareholder is a corporation), or lead managing underwriter; or
6. Close relatives of individuals stated in 1. to 5.
*1. A major business partner means a business partner whose transactions with the Group exceed
2% of the Company’s or such business partner’s annual consolidated sales in the most recent
business year.
*2. Large sums of money or other property gains means gains that exceed 2% of that company’s
annual consolidated sales in the most recent business year.

– 41 –

An introduction to the various businesses of the Group

PROUD CITY Kichijoji

Nomura Real Estate Otemachi North Building– 42 –PROUD SEASON Seijo Court

The Group’s various business activities have resulted in external evaluation andachievements.
• PROUD Takadanobaba• PROUD Nerima Nakamurabashi
Marks• PROUD SEASON Seijo Court• Forest cycle promotion starting from a••common wooden building
Nomura Real Estate Otemachi North
Building
Megalos Kids After School

Received for21st consecutive year

ESG evaluation: Selected as a constituent of all six ESG indices adopted by GPIF
• 2022 CONSTITUENT MSCI JAPAN ESG SELECTLEADERS INDEX• 2022 CONSTITUENT MSCI JAPAN EMPOWERINGWOMEN INDEX (WIN)• Morningstar Japan ex-REIT Gender Diversity Tilt Index
Condominium brandNo. 1 for 15th consecutive year*1

GRESB rating for Group REITs

5 Star, Sector Leader*3

Rate of receiving environmental
certification in the properties developed
for sale (Commercial Real EstateBusiness Unit):
100%*2
No. of annual visitors of a real estatecompany website*4
Over 7 millon for 7th consecutive year

Credit ratings
JCR：A

R&I：A-

Condominium management ratingNo. 1 for 14th consecutive year*5*1 We counted the number of years in which PROUD ranked first in the highest number of evaluation categories in theCondominium Brand Survey conducted by Nikkei, Inc.
*2 Including those scheduled to be received*3 2022 GRESB Real Estate Assessment. Nomura Real Estate Master Fund, Inc. and Nomura Real Estate Private REIT, Inc.
were selected as Sector Leaders in “Asia, Diversified (Listed)”, “Asia, Diversified (Non-listed)” respectively.
*4 Aggregated by the Company using “Google Analytics (Universal Analytics Property)”
Aggregation period: January 1, 2016 to December 31, 2022
*5 “SumaiSurfin” Property Management Company Customer Satisfaction Survey ranking– 43 –

An introduction to the various businesses of the Group

Results accumulated over the Group’s history of more than 60 years

Park Origin Thonglor (Bangkok, Thailand)

H¹T Lab powered by point0

PROUD Minamiazabu *JV business

SoCoLA Hiyoshi

PMO Hanzomon– 44 –

▪ Cumulative number of housing units supplied
approx. 185,000 units

PROUD CITY Shinonome
Canal Marks

PROUD CITY Kichijoji▪ Cumulative number of properties developed for sale
Rental housing:
Offices:
132 units
81 units

Proud CITY Asagaya *JV business

Retail facilities:
38 units

Logistics facilities:
47 units▪ Cumulative number of leasing value chain transactions
Sales to REITs and private funds
86 properties ¥478.7 billion

Landport Narashino▪ Progress for decarbonization▪ Strengthening and diversifying human resources
Progress in reduction of CO2 emissions
Female manager and junior manager ratio:
13.9%
Scope 1, 2:
Reduced by approx. 14%(Compared to FY20/3)
Scope 3:
Reduced by approx. 39%(Compared to FY20/3)
Note: Figures as of March 31, 2023. However, figures used in “Progress for decarbonization” are as of March 31, 2022

– 45 –

An introduction to the various businesses of the Group

Providing high-quality housing catered to diversifying needs
The Housing Sales Business Unit posted housing sales of 4,142 units, ¥273.6 billion in
the fiscal year ended March 31, 2023. Housing needs in Japan are becoming
increasingly diversified as a result of changes to household structures and lifestyles in
conjunction with the impact of COVID-19. The Group is responding to changes toprovide high-quality housing. During the fiscal year under review, main projects,
including PROUD TOWER Shibaura (Minato-ku, Tokyo; 421 units of total number ofhousings) and PROUD TOWER Kameido Cross (Koto-ku, Tokyo; 934 units of total
number of housings) were recorded as sales.

Rendered images of PROUD TOWER Shibaura in its completed form

– 46 –

An introduction to the various businesses of the GroupThe KAMEIDO PROJECT, urban development for the future of thecommunity:
Large-scale mixed-use development of housing, retail facilities, educational
facilities, and open space
No two properties are identical in the urban and real estate development project being
carried out by Nomura Real Estate Group.
This is why we stay close to the local community and aim to build a town whereresidents’ attachment to the town and pride in living there become the driving force
that enables it to grow into an even better place to live. In the KAMEIDO PROJECT,
we are proceeding with urban development for the future of the community while
maintaining an active dialogue with local people.

• Community-based urban development led by residents
The KAMEIDO PROJECT is a largescale mixed-use development project
including residential, retail, andeducational facilities built on the site of
Sun Street Kameido, a retail facility thatwas loved by local people for 20 years. In
the development project, the Group has
focused on taking the land that local
people were attached to and ensuring it
can be passed down to the next
generation. To this end, we haveearnestly listened to the voices of local
people and continued to engage in active
dialogue through an urban
development council from the stage ofdistrict planning.
KAMEIDO CLOCK (left)
PROUD TOWER Kameido Cross (right)– 47 –

KAMECLO STAGE• KAMEIDO PROJECT— aiming to integrate with thelocal community
KAMECLO STAGE carries on the function of Sun Street
Kameido as a place for people to gather and interact.
KAMECLO YOKOCHO presents an image of the good olddays of downtown Tokyo and promotes gatherings byshowcasing a food culture unique to the district. The
KAMEIDO PROJECT offers various elements to promoteinteractions between people living in, working in or visiting
the area and it creates new gatherings and activities.

KAMECLO YOKOCHO• Elementary school visiting lesson Watching over theCommunity
As part of the activities for creating a town that grows
together with the local community, a “Watching over theCommunity” lesson was given at Daini Kameido Elementary
School in Koto-ku, which is adjacent to the geographical areaof our business.
Note: The “Watching over the Community” project is an
educational program aimed at observing the town from thepoint of view (hence “watching”) of different people.

– 48 –

An introduction to the various businesses of the GroupA detailed plan released for the Shibaura Project, a large-scale mixeduse development with a gross floor area of approx. 550,000 m2
Integrated development comprising offices, hotels, retail facility, andresidences will transform the landscape of the Tokyo Bay area
In May 2022, we announced the details of our plan for the Shibaura Project. This
project is a reconstruction project of the Hamamatsucho Building (Minato-ku,
Tokyo). Twin towers with a gross floor area of approximately 550,000 m2
comprising offices, hotels, retail facility and residences are planned to beconstructed (scheduled for completion: South Tower in February 2025; North
Tower in FY2030/3).
The Shibaura Project proposes TOKYO WORKation, a new way of working inwhich each worker designs his or her own day while experiencing the sky, sea, andgreenery in the urban center using the unique location of the Shibaura area facing
Tokyo Bay.
The Group has decided to relocate its head office to Shibaura Project S Tower. In
addition to realizing a new way of working here, we will further nurture ourorganizational culture.

– 49 –

Hamamatsucho 2-chome District

Hamamatsucho Station

WATERS takeshiba

TOKYO PORTCITY TAKESHIBA

Kyu Shiba-rikyu Gardens

Takeshiba Station

Shibaura Project
N Tower

S Tower

Hi-NODE
Hinode Station

35th-floor hotel terrace rendered image (below)– 50 –

An introduction to the various businesses of the GroupA joint venture company established with the goal of sustainable
participation in local businesses in the Philippines
The Group has founded Federal Land NRE Global Inc. (FNG), a joint venture in
partnership with GT Capital Holdings, a large local financial group in thePhilippines. In August 2022, we conducted a ceremony to commemorate its
founding. Through this, we have established a stable business foundation that willallow us to engage sustainably in the real estate development business in thePhilippines going forward. We aim for continuous growth of the business byleveraging our mutual strengths, namely abundant business opportunities that GT
Capital Holdings possesses and the expertise that the Group amassed in real estatedevelopment.

Mandaluyong Project(Manila, Philippines) (top left)
Cavite Project(Manila, Philippines) (top right)
Ceremony to commemorate thefounding of FNG (bottom left)– 51 –

Participating in the Rental Housing Development Business in Portland,
Oregon, U.S.
In October 2022, the Group decided to take part in the Press Blocks Project, arental housing development business in Portland, Oregon, the United States, alongwith Takenaka Corp., Chuo-Nittochi Group Co., Ltd., IINO Kaiun Kaisha, Ltd. aswell as local firms Urban Renaissance Group and Security Properties. Portland, thelargest city in Oregon State, is located in the northwest coast of the United States.
It is known as a prime example of a compact city, and its reputation as acomfortable city to live in constantly draws an influx of population each year. The
Press Blocks Project deals with a mixed-use development comprising a 24-floor
rental housing building offering a total of 341 units and five basement floors and a
4-floor retail and office building with a four basement floors. The project isconveniently located approximately one kilometer west of Portland’s central
business district and one minute by foot to Providence Park station on the LightRail.
The Group has set a target for at least 15% of overseas business to total profit in
the fiscal year ending March 31, 2031 in its Mid- to Long-term Business Plan. In
addition to the housing sales business in fast-growing Asian countries, we aim to
expand the property sales business in Asian countries as well as advanced
countries. With this project, we will participate in the U.S. market, the largest in
the world, thereby expanding our property sales business.

Press Block Project(Portland, U.S.)– 52 –