Our Group Vision

New Value, Real Value

Integrating all that is precious to people and communities,
we build cities–dynamic stages that connect today with tomorrow’s possibilities,
and embrace every moment of life’s pursuits.
We create new value, social value, and above all, real value.

Group Symbol “United N”

The “United N” symbol of the Nomura Real Estate Group is a design that represents our desire to build a better
tomorrow and a better future, through all employees of our Group connecting with one another and through ourconnecting with customers and society.
The orange color in the design carries meanings of hospitality and spirit of challenge, while the purple color
conveys originality and dignity.
With its vivid orange and purple, our symbol’s two-color structure expresses the clear vision for the future and thestrength of will that characterize the Nomura Real Estate Group.

–1–

To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
The fiscal year under review saw major unexpected events occur on global political and economic fronts,
including Brexit in the UK and the election of Donald Trump as US President. In Japan, economy andcorporate performance are steadily picking up under the economic and financial policies of the Abeadministration and the Bank of Japan, as well as the effects of the weaker yen.
Real estate markets in Japan, including housing sales and office leasing, remain steady in general.
However, changes in market conditions can also be seen, such as a decrease in the supply of new
condominiums and an increase in large-scale redevelopment projects aimed at the Olympic Games.
Amid this environment, the Nomura Real Estate Group (the “Group”) posted performance as follows forthe fiscal year ended March 2017: Operating revenue of ¥569.6 billion (a 0.0% increase year on year),
operating revenue of ¥77.2 billion (a 4.5% decrease), ordinary profit of ¥68.9 billion (a 5.1% decrease),and profit attributable to owners of parent of ¥47.0 billion (a 0.4% decrease).
The Company’s basic policy regarding the distribution of profits is to aim for a payout ratio of
approximately 30% over the medium to long term in accordance with business performance,
comprehensively considering factors including the operating environment and capital investment plans,
and taking retained earnings into consideration. Taking these into account, the Company will increase thedividend by ¥5.0 per share to a record high of ¥65.0 per share. With regard to dividends for the fiscal
year ending March 2018, the Company plans to further increase the dividend by ¥5.0 to an annual
dividend of ¥70.0 per share, marking the sixth successive fiscal year of dividend increases.
This year, Nomura Real Estate Development Co., Ltd., the core company of the Group, celebrates the60th year since its founding in 1957. This achievement has been made possible entirely through thesupport of our shareholders and other stakeholders, for which I am extremely grateful.
With “New Value, Real Value” as our group vision, we will continue tackling transformation andchallenges as we work to achieve lives of abundance for people through building cities that connect
today with tomorrow’s possibilities.
I ask all of our shareholders for your continued support for the Company.
President and Representative Director
Group CEOEiji Kutsukake–2–Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the
13th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. The Company provides this translation
for reference 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.

(Code: 3231)
June 7, 2017

To: Shareholders

Eiji Kutsukake
President and Representative Director
Nomura Real Estate Holdings, Inc.
1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
JAPAN

Notice of Convocation of the 13th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 13th 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 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 28(Wednesday), 2017.
When Exercising Voting Rights by Mail
Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it sothat it will reach us by the aforementioned exercise deadline.
When Exercising Voting Rights by Electronic Method (via the Internet, etc.)
Please review the “Exercising Voting Rights via the Internet” on page 6, and enter your approval ordisapproval for the proposal listed thereon before the deadline stated above.

Description
1. Date and Time:Thursday, June 29, 2017, 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 13th term (from April 1, 2016
to March 31, 2017); and Report on Auditing Results of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Committee

Matter to be Resolved:
Proposal No. 1: Election of Eight (8) Directors (Excluding Director & Audit &Supervisory Committee Members)
Proposal No. 2: Election of Five (5) Director & Audit & Supervisory Committee
Members–3–

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.
*The following materials are published on the Company’s website shown below and not attached to thisnotice in accordance with the relevant laws and regulations and Article 14 of the Articles ofIncorporation. Also, the following materials are audited by the Audit & Supervisory Committee and the
Accounting Auditor in preparing their audit reports as part of the attached documents.
1) “Notes to consolidated financial statements” of consolidated financial statements2) “Notes to non-consolidated financial statements” of non-consolidated financial statements*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/–4–

Guide to Exercising Voting Rights
Please review the attached reference documents for the General Meeting of Shareholders (pages 7 to 22),and exercise your voting rights.
There are three ways to exercise your voting rights as described below.
[By Attending the Meeting]Time and Date: 10:00 a.m. on June 29, 2017
Please present the enclosed proxy card at the reception desk.
If you attend the meeting, you do not need to mail the proxy card or exercise voting rights via theInternet, etc.
[By Mail]
Exercise Due Date: To be received no later than 5:40 p.m. on June 28, 2017
Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it.
[Via the Internet]
Exercise Due Date: No later than 5:40 p.m. on June 28, 2017
For details, please refer to page 6.
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.

–5–

Exercising Voting Rights via the Internet, etc.
Exercise Due Date: No later than 5:40 p.m. on Wednesday, June 28, 2017
1. Access the Website for Exercising of Voting Rights
Access the website for exercising voting rights (http://www.evote.jp/), and click the “Next” button.
2. Log-inEnter the “Log-in ID” and the “Temporary Password,” which are printed on the enclosed proxy card,and click the “Log-in” button.
>>>With this your log-in is complete. Next, please follow the guidance on the screen.
* 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 by certain Internet settings, or by theservice to which you are subscribed or the model of the device you use to access 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.
* If you wish to receive the Notice of Convocation of the General Meeting of Shareholders by e-mail,please visit the website for exercising voting rights using either a PC or a smartphone and following the
instructions that the website provides. (Cell phone address for text messages cannot be designated as
the e-mail address for receiving the notice.)
For Inquiries about the System Environment, etc.
Please contact the help desk described below if you have any questions about exercising voting rights via
the Internet, using a PC, a smartphone, or a cell phone.
Corporate Agency Division (help desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (toll free only within Japan)
Available from Mondays to Fridays (excluding holidays) 9:00 – 21:00–6–

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Eight (8) Directors (Excluding Director & Audit & Supervisory
Committee Members)
The term of office of all of the eight (8) Directors (excluding Director & Audit & Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, we would like you to elect eight (8) Directors.
The candidates for Director are as follows.

No.

Name

Position in the Company

Number ofmeetings ofBoard ofDirectors
attended(13th term)

1

Atsushi Yoshikawa

New election

Advisor－2

Eiji Kutsukake

Reelection

President and Representative
Director, and Chief Executive
Officer

17/17

3

Seiichi Miyajima

Reelection

Executive Vice President andRepresentative Director

17/17

4

Toshiaki Seki

Reelection

Representative Director andExecutive Officer

17/17

5

Hiroyuki Kimura

Reelection

Director and Executive Officer

17/17

6

Makoto Haga

New election

Executive Officer–

7

Shigeru Matsushima

Reelection
External Director
Independent Director

External Director

17/17

8

Satoko Shinohara

Reelection
External Director
Independent Director

External Director

17/17

–7–

New election

No.

Atsushi Yoshikawa

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: April 7, 1954)–––

Apr. 1978 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Jun. 2000 Director of Nomura Securities Co., Ltd.
Oct. 2001 Director of Nomura Securities Co., Ltd.
Jun. 2003 Executive Officer of Nomura Securities Co., Ltd.
Apr. 2004 Executive Managing Director of Nomura Holdings, Inc. and Senior Corporate Managing
Director of Nomura Asset Management Co., Ltd.
Apr. 2006 Executive Vice President of Nomura Asset Management Co., Ltd.
Apr. 2008 Director and President of Nomura Asset Management Co., Ltd.
Oct. 2008 Executive Managing Director of Nomura Holdings, Inc.
and Director, President, and CEO of Nomura Asset Management Co., Ltd.
Jun. 2011 Executive Vice President and Senior Managing Director of Nomura Holdings, Inc.
and CEO and President of Nomura Holding America Inc.
Aug. 2012 Representative Executive Officer and Group COO of Nomura Holdings, Inc.
Jun. 2013 Director, Representative Executive Officer, and Group COO of Nomura Holdings, Inc.
Jun. 2016 Advisor of Nomura Holdings, Inc. (present)
Apr. 2017 Director of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Reasons for Nomination as a Candidate for Director
Atsushi Yoshikawa has been nominated as a candidate for Director because it is expected that he willcontribute to strengthening the supervisory function of the Board of Directors and to achieving sustained
growth and increased corporate value of the Company, by drawing on his extensive business andmanagement experience in the Nomura Group.
Notes:
1. There is no special conflict of interest between Atsushi Yoshikawa and the Company.
2. Atsushi Yoshikawa will retire from Advisor of Nomura Holdings, Inc. on June 29, 2017.
3. If the election of Atsushi Yoshikawa is approved, the Company will enter into agreement with him to
limit his 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 basedon the said agreement, on condition that he performs his duties in good faith and without grossnegligence, shall be the sum of the amounts stipulated in each item of Article 425, Paragraph 1 of theCompanies Act.

–8–

Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
3,500 shares
17/17 (100%)
3 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 Executive Vice President of Nomura Securities Co., Ltd.
Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc.
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. (present)
Apr. 2017 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
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.
Note: There is no special conflict of interest between Eiji Kutsukake and the Company.

–9–

Reelection

No.

Seiichi Miyajima

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: August 3, 1958)
48,100 shares
17/17 (100%)
3 years

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. 2009 Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Apr. 2012 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 Representative Director and Executive Vice President of Nomura Real Estate Development
Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2015 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Development Co., Ltd. (present)
Apr. 2017 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
Seiichi Miyajima has extensive business experience at the Group as well as experience as Director. He has
been nominated as a candidate for Director because it is expected that he will continue contributing toachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on property development in the Residential Development
Unit and other operations.
Note: There is no special conflict of interest between Seiichi Miyajima and the Company.

– 10 –

Reelection

No.

Toshiaki Seki

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 27, 1958)
31,000 shares
17/17 (100%)
3 years

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 and Representative Director of NOMURA LIVING SUPPORT CO., LTD.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2008 President and Representative Director, and Chief Executive Officer of NOMURA LIVINGSUPPORT CO., LTD.
Dec. 2010 President and Representative Director of Nomura Real Estate Reform Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director of NOMURA BUILDING MANAGEMENT CO., LTD. (currently, Nomura Real
Estate Partners Co., Ltd.)
Apr. 2014 President and Representative Director, and Chief Executive Officer of Nomura Real Estate
Partners Co., Ltd.
Jun. 2014 Representative Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Apr. 2015 Director of Nomura Real Estate Urban Net Co., Ltd.
Chair and Representative Director of Nomura Real Estate Partners Co., Ltd. (present)
President and Representative Director of Nomura Real Estate Wellness Co., Ltd. (present)
Jun. 2015 Director of MEGALOS CO., LTD. (currently, Nomura Real Estate Life & Sports Co., Ltd.)(present)
Responsibilities
Unit Manager of Property & Facility Management Unit
Significant Concurrent Positions
Chair and Representative Director of Nomura Real Estate Partners Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
President and Representative Director of Nomura Real Estate Wellness Co., Ltd.
Reasons for Nomination as a Candidate for Director
Toshiaki Seki has extensive business experience at the Group as well as experience as Director. He has
been nominated as a candidate for Director because it is expected that he will continue contributing toachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on property development, property & facility
management, and other operations.
Note: There is no special conflict of interest between Toshiaki Seki and the Company.

– 11 –

Reelection

No.

Hiroyuki Kimura

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 30, 1962)
16,600 shares
17/17 (100%)
3 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 President and Representative Director of Nomura Real Estate Investment Management Co.,Ltd.
Director of Nomura Real Estate Capital Management Co., Ltd.
Director of Nomura Real Estate Asset Management Co., Ltd. (currently, Nomura Real Estate
Capital 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. (present)
Responsibilities
Group CFO and Investor Relations
Reasons for Nomination as a Candidate for Director
Hiroyuki Kimura has extensive business experience at the Group as well as experience as Director. He has
been nominated as a candidate for Director because it is expected that he will continue contributing toachieving sustained growth and increased corporate value of the Company by drawing on substantial
experience and knowledge he has accumulated on finance and accounting, and other operations.
Note: There is no special conflict of interest between Hiroyuki Kimura and the Company.

– 12 –

New election

No.

Makoto Haga

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
4,100 shares––

Apr. 1989 Joined Nomura Real Estate Development Co., Ltd.
Oct. 2010 General Manager of Management Planning Department of Nomura Real Estate Development
Co., Ltd.
Oct. 2011 Director and Senior General Manager of Investment Management Division 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. (present)
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.
(present)
Director of NREG TOSHIBA BUILDING Co., Ltd. (present)
Director of Nomura Real Estate Life & Sports Co., Ltd. (present)
Director of Geo Akamatsu Co., Ltd. (present)
Director of Nomura Real Estate Reform Co., Ltd. (present)
Director of PRIME X. Co., Ltd. (present)
Director of Nomura Real Estate Wellness Co., Ltd. (present)
Responsibilities
Supervisor of Management Division, Management of Affiliated Companies
Significant Concurrent Positions
Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co., Ltd.
Director of Geo Akamatsu Co., Ltd.
Director of Nomura Real Estate Reform Co., Ltd.
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Reasons for Nomination as a Candidate for Director
Makoto Haga has extensive business experience at the Group. He has been nominated as a candidate for
Director because it is expected that he will contribute to achieving sustained growth and increased
corporate value of the Company by drawing on substantial experience and knowledge he has accumulatedon corporate planning and management of affiliated companies, and other operations.
Note: There is no special conflict of interest between Makoto Haga and the Company.

– 13 –

Reelection External Director

No.

Shigeru Matsushima

Independent Director(Date of Birth: October 31, 1949)

7

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–17/17 (100%)
4 years

Apr. 1973 Joined Ministry of International Trade and Industry (currently, Ministry of Economy, Tradeand Industry)
Jun. 1998 Deputy Director-General for Agency of Industrial Science and Technology of Ministry ofInternational Trade and Industry
Sep. 1999 Director-General of Chubu Bureau of International Trade and Industry of Ministry ofInternational Trade and Industry
Apr. 2001 Professor, Faculty of Business Administration, Hosei University
Mar. 2007 External Director of CAC Corporation (currently, CAC Holdings Corporation) (present)
Apr. 2008 Professor, Tokyo University of Science Graduate School
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. (present)
Significant Concurrent Positions
External Director of CAC Holdings Corporation
Reasons for Nomination as a Candidate for External Director
Shigeru Matsushima has been nominated as a candidate for External Director because it is expected that
he will continue contributing to strengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on his wealth of knowledge, experience, andprofound insights acquired in his long career as an expert in business administration, although he has noprevious experience directly involved in the management of a company.
Notes:
1. Shigeru Matsushima is a candidate for External Director.
2. There is no special conflict of interest between Shigeru Matsushima and the Company.
3. Shigeru Matsushima is, at present, 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 agreement with Shigeru Matsushima 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. Shigeru Matsushima is an Independent Director/Auditor as stipulated under the regulations of theTokyo Stock Exchange. If his election is approved, the Company will continue to designate him as
Independent Director/Auditor.

– 14 –

Reelection External Director

No.

Satoko Shinohara

Independent Director(Date of Birth: September 3, 1958)

8

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:–17/17 (100%)
3 years

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 (present)
Mar. 2009 Representative Director of Kengo Kuma and Associates (present)
Feb. 2010 Representative Partner of Satoko Shinohara Living Design Institute LLC (present)
Apr. 2010 Professor of Japan Women’s University (present)
Jun. 2014 External Director of Nomura Real Estate Holdings, Inc. (present)
Significant Concurrent Positions
Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma and Associates
Representative Partner of Satoko Shinohara Living Design Institute LLC
Reasons for Nomination as a Candidate for External Director
Satoko Shinohara has been nominated as a candidate for External Director because it is expected that she
will continue contributing to strengthening the supervisory function of the Board of Directors andensuring fair and transparent management by drawing on her wealth of knowledge, experience, andprofound insights in the field of architecture acquired in her long career as an architect.
Notes:
1. Satoko Shinohara is a candidate 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.
2. Satoko Shinohara is, at present, External Director of the Company. Her term of office as External
Director will be three years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has entered into agreement with Satoko Shinohara 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.
4. If the election of Satoko Shinohara is approved, the company will designate her as Independent
Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange. Although thecompanies that Satoko Shinohara represents have transactions, as described below, with both theCompany and the Company’s subsidiaries, mainly in consulting for community designs, theCompany deems Satoko Shinohara to be independent.
(1) Kengo Kuma and Associates, for which Satoko Shinohara serves as Representative Director, has
the above described transactions with both the Company and the Company’s wholly owned
subsidiary, Nomura Real Estate Development Co., Ltd. The transaction amount in the mostrecent business year represents less than 2% of the net sales of said company and of theconsolidated operating revenue of the Company.
(2) Spatial Design Studio, for which Satoko Shinohara serves as Representative Director, has theabove described transactions with Nomura Real Estate Development Co., Ltd. The transaction
amount in the most recent business year represents less than 2% of the sales of said company andof the consolidated operating revenue of the Company.
(3) The sum of the amounts stipulated in above (1) and (2) represents less than 2% of theconsolidated operating revenue of the Company.
– 15 –

Proposal No. 2: Election of Five (5) Director & Audit & Supervisory Committee Members
The term of office of all of the five (5) Director & Audit & Supervisory Committee Members
will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, we would like you to elect five (5) Director & Audit & Supervisory Committee
Members.
Audit & Supervisory Committee has consented to this proposal.
The candidates for Director & Audit & Supervisory Committee Member are as follows.

No.

Position in the
CompanyName

1

Takao Orihara

Reelection

2

Shigeki Fujitani

Reelection

3

Satoshi Ogishi

Reelection
External Director
Independent Director

4

Akira Yamate

Reelection
External Director
Independent Director

Akira Ono

Reelection
External Director
Independent Director

5

Director(Audit &Supervisory
Committee Member)
Director(Audit &Supervisory
Committee Member)
External Director(Audit &Supervisory
Committee Member)
External Director(Audit &Supervisory
Committee Member)
External Director(Audit &Supervisory
Committee Member)– 16 –

Number ofmeetings ofBoard ofDirectors
attended(13th term)

Number ofmeetings of
Audit &
Supervisory
Committee
attended(13th term)

17/17

11/11

17/17

11/11

17/17

11/11

16/17

11/11

17/17

11/11

Reelection

No.

Takao Orihara

1

Shareholdings:
40,100 shares
Attendance at meeting of Board of Directors: 17/17 (100%)
Attendance at meeting of Audit & Supervisory Committee:
Term of office:2 years(Date of Birth: Feb. 6, 1958)

11/11 (100%)

Apr. 1980 Joined Nomura Real Estate Development Co., Ltd.
Jun. 2005 Director of Nomura Real Estate Holdings, Inc.
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. (present)
Audit & Supervisory Board Member of Geo Akamatsu Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2014 Audit & Supervisory Board Member of Nomura Real Estate Holdings, Inc.
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 MEGALOS CO., LTD. (currently, Nomura
Real Estate Life & Sports Co., Ltd.)
Jun. 2015 Director (Audit & Supervisory Committee Member) of Nomura Real Estate Holdings, Inc.
(present)
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd.
Oct. 2015 Audit & Supervisory Board Member of MEGALOS CO., LTD. (currently, Nomura Real
Estate Life & Sports 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 Urban Net 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 GEO AKAMATSU CO., LTD.
Reasons for Nomination as a Candidate for Director
Takao Orihara has extensive business experience in Nomura Real Estate Development Co., Ltd., as well
as experience as a Director and an Audit & Supervisory Board Member. He has been nominated as a
candidate for Director & Audit & Supervisory Committee Member because it is expected that his
extensive experience and knowledge concerning finance and accounting will continue to contribute tostrengthening the supervisory function of the Board of Directors and the corporate governance structure,
as well as to enhancing the auditing structure.
Notes:
1. There is no special conflict of interest between Takao Orihara and the Company.
2. The Company has entered into agreement with Takao Orihara 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 the election of Takao Orihara is approved, the Company will continue thesaid agreement with him to limit his liabilities. 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.

– 17 –

Reelection

No.

Shigeki Fujitani

2

Shareholdings:–
Attendance at meeting of Board of Directors: 17/17 (100%)
Attendance at meeting of Audit & Supervisory Committee:
Term of office:2 years(Date of Birth: Mar. 13, 1957)

11/11 (100%)

Apr. 1981 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.)
Apr. 2008 Executive Managing Director of Nomura Asset Management Co., Ltd.
Oct. 2008 Executive Officer of Nomura Holdings, Inc.
Apr. 2013 External Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
Jun. 2013 External Audit & Supervisory Board Member of Nomura Real Estate Holdings, Inc.
External Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd.
External Audit & Supervisory Board Member of Nomura Building Management Co., Ltd.
(currently, Nomura Real Estate Partners Co., Ltd.)
Apr. 2014 Audit & Supervisory Board Member of PRIME X. Co., Ltd. (present)
Jun. 2014 External Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co.,Ltd.
External Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd.
Jun. 2015 Director (Audit & Supervisory Committee Member) of Nomura Real Estate Holdings, Inc.
(present)
Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Urban Net Co., Ltd. (present)
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd. (present)
Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd. (present)
Apr. 2016 Audit & Supervisory Board Member of Nomura Real Estate Asset Management Co., Ltd.
(present)
Jun. 2016 Audit & Supervisory Board Member of Nomura Real Estate Reform 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 Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of NREG TOSHIBA BUILDING Co., Ltd.
Audit & Supervisory Board Member of Nomura Real Estate Reform Co., Ltd.
Audit & Supervisory Board Member of PRIME X. Co., Ltd.
Reasons for Nomination as a Candidate for Director
Shigeki Fujitani has extensive business experience in the Nomura Group, as well as experience as an
Audit & Supervisory Board Member. He has been nominated as a candidate for Director & Audit &Supervisory Committee Member because it is expected that his extensive experience and knowledge
concerning finance and auditing will continue to contribute to strengthening the supervisory function of
the Board of Directors and the corporate governance structure, as well as to enhancing the auditing
structure.
Notes:
1. There is no special conflict of interest between Shigeki Fujitani and the Company.
2. The Company has entered into agreement with Shigeki Fujitani 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 the election of Shigeki Fujitani is approved, the Company will continue thesaid agreement with him to limit his liabilities. 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.

– 18 –

Reelection External Director

No.

Satoshi Ogishi

Independent Director(Date of Birth: Mar. 18, 1957)

3

Shareholdings:–
Attendance at meeting of Board of Directors: 17/17 (100%)
Attendance at meeting of Audit & Supervisory Committee:
Term of office:2 years

11/11 (100%)

Dec. 1981 Registered with Dai-ichi Tokyo Bar Association
Joined Nishimura & Sanada (currently, Nishimura & Asahi)Jan. 1987 Partner of Nishimura & Sanada (currently, Nishimura & Asahi) (present)
Apr. 2005 Professor of Tokai University Law School
Executive Director of Nozomi Servicing Co., Ltd. (present)
Aug. 2011 External Director of Oracle Corporation Japan (present)
Jun. 2012 External Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real Estate Holdings, Inc.
Jun. 2015 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
Partner of Nishimura & Asahi
Executive Director of Nozomi Servicing Co., Ltd.
External Director of Oracle Corporation Japan
Reasons for Nomination as a Candidate for External Director
Satoshi Ogishi has great knowledge, experience and profound insights as a legal expert acquired throughhis many years working as a lawyer. He has been nominated as a candidate for External Director & Audit& Supervisory Committee Member because it is expected that his extensive experience and knowledge
will continue to contribute to strengthening the supervisory function of the Board of Directors and thecorporate governance structure, as well as to enhancing the auditing structure.
Notes:
1. Satoshi Ogishi is a candidate for External Director.
2. Satoshi Ogishi is, at present, an External Director of the Company. His term of office as External
director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
3. The Company has entered into agreement with Satoshi Ogishi 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 the election of Satoshi Ogishi is approved, the Company will continue thesaid agreement with him to limit his liabilities. 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.
4. Satoshi Ogishi 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 an
Independent Director/Auditor. The Company and its subsidiaries engage in transactions concerning
legal services with Nishimura & Asahi, of which Satoshi Ogishi is a Partner. However, thetransaction amount in the most recent business year represents less than 2% of the sales of said law
office and of the consolidated operating revenue of the Company. Accordingly, the Company deems
Satoshi Ogishi to be independent.

– 19 –

Reelection External Director

No.

Akira Yamate

Independent Director(Date of Birth: Nov. 23, 1952)

4

Shareholdings:–
Attendance at meeting of Board of Directors: 16/17 (94%)
Attendance at meeting of Audit & Supervisory Committee:
Term of office:2 years

11/11 (100%)

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 (currently, PricewaterhouseCoopers
Arata LLC)
Jun. 2013 External Audit & Supervisory Board Member of Nomura Real Estate Development Co., Ltd.
External Audit & Supervisory Board Member of Nomura Real Estate Holdings, Inc.
Jun. 2015 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Outside Director of Mitsubishi UFJ Financial Group, Inc. (present)
External Audit & Supervisory Board Member of Prudential Holdings of Japan, Inc. (present)
Significant Concurrent Positions
Outside Director of Mitsubishi UFJ Financial Group, Inc.
External Audit & Supervisory Board Member of Prudential Holdings of Japan, Inc.
Reasons for Nomination as a Candidate for External Director
Akira Yamate has great knowledge and experience and profound insights as an expert at accounting andauditing acquired through his many years working as a Certified Public Accountant. He has been
nominated as a candidate for External Director & Audit & Supervisory Committee Member because it isexpected that his 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.
Notes:
1. Akira Yamate is a candidate for External Director.
2. There is no special conflict of interest between Akira Yamate and the Company.
3. Akira Yamate is, at present, an External Director of the Company. His term of office as External
Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into agreement with Akira Yamate 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 the election of Akira Yamate is approved, the Company will continue thesaid agreement with him to limit his liabilities. 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.
5. Akira Yamate 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 an
Independent Director/Auditor.

– 20 –

Reelection External Director

No.

Akira Ono

Independent Director(Date of Birth: Dec. 28 1971)

5

Shareholdings:–
Attendance at meeting of Board of Directors: 17/17 (100%)
Attendance at meeting of Audit & Supervisory Committee:
Term of office:2 years

11/11 (100%)

Apr. 1998 Registered with Tokyo Bar Association
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 (present)
Jun. 2012 External Audit & Supervisory Board Member of MEGALOS CO., LTD. (currently, Nomura
Real Estate Life & Sports Co., Ltd.)
Jun. 2015 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate
Holdings, Inc. (present)
Significant Concurrent Positions
Partner of Spring Partners
Reasons for Nomination as a Candidate for External Director
Akira Ono has great knowledge, experience and profound insights as a legal expert acquired through his
many years working as a lawyer. He has been nominated as a candidate for External Director & Audit &Supervisory Committee Member because it is expected that his extensive experience and knowledge willcontinue to contribute to strengthening the supervisory function of the Board of Directors and thecorporate governance structure, as well as to enhancing the auditing structure although he has noexperience in the management of a company.
Notes:
1. Akira Ono is a candidate for External Director.
2. There is no special conflict of interest between Akira Ono and the Company.
3. Akira Ono is, at present, an External Director of the Company. His term of office as External
Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into agreement with Akira Ono to limit his liability for damages provided
for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of theCompanies Act. If the election of Akira Ono is approved, the Company will continue the said
agreement with him to limit his liabilities. 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.
5. Akira Ono 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 an Independent
Director/Auditor.

– 21 –

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 Boardof 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 our subsidiaries
have a reciprocal employment relationship as each other’s External Directors;
2. Individuals who are employees of the Company’s or our subsidiaries’ major business partners (*1) or
who are employees at companies that consider the Company or our subsidiaries to be their major
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 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 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 such corporation 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 orsuch 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.

– 22 –

(Attached documents)

Business Report(From April 1, 2016 to March 31, 2017)
1. Current status of the Group(1) Status of operations for the fiscal year under review
1) Progress and results of businessWe are pleased to announce a summary of operating results of our 13th term (April 1, 2016 to
March 31, 2017).
During the fiscal year under review, the Japanese economy showed a tone of gradual
recovery overall with an increase in exports, underpinned by a shift toward recovery in the
global economy and a trend of yen depreciation in the latter half of the fiscal year, andcontinuing improvement in corporate production activities, despite continuing weakness inconsumer spending. In regard to the economic outlook, the gradual recovery is expected tocontinue into the future with pickups in consumer spending expected as a result of
improvements in the employment and personal income environments on the back ofimproved corporate earnings, although it is necessary to pay careful attention to the economic
trends of the advanced countries of Europe and North America.
In the house sales market, the housing sales market was characterized by impressions thatsales prices were expensive due to persistently high construction costs and intensified
demand for the purchase of land, which led to a buyer shift to the used-housing market, adrop in the rate of contracts and adjustments in the number of supplied housing units in theTokyo metropolitan area. In the office market, vacancy rates remain at a low level against the
backdrop of improvements in the employment environment and corporate earnings despite
the rise in large properties in the Tokyo metropolitan area. In addition, the rent level
continues to rise gradually, particularly in the central area of Tokyo.
In the real estate investment market, there is a continuing environment of investment fundinflow backed by low interest rates. In J-REIT, there were a series of new listings on themarket and capital increases through public offerings, and assets under management havesolidly expanded as a result of an increase in property acquisitions mainly comprisinglogistics facilities and hotels.
In this business environment, the Nomura Real Estate Group (the “Group”) posted thefollowing consolidated performance for the fiscal year under review: Operating revenue of¥569,680 million, which represents an increase of 0.0% year on year; operating profit of¥77,271 million, a decrease of 4.5%; ordinary profit of ¥68,952 million, a decrease of 5.1%;
and profit attributable to owners of parent of ¥47,005 million, a decrease of 0.4%.
Also, concerning the summary of operating results by unit, Nomura Real Estate Heating andCooling Supply Co., Ltd., which had been classified under the Leasing Unit, was transferredto the Property & Facility Management Unit. In accordance with this change, the figures forthe previous fiscal year have been calculated under the new classification.
[Residential Development Unit]
Operating revenue in the Residential Development Unit totaled ¥329,787 million, which
represents a decrease of 1.4% year on year, and operating profit totaled ¥27,787 million, adecrease of 12.9%, resulting in decreases in both revenue and operating profit compared withthe previous fiscal year.
This was mainly due to a decrease in the number of housing unit sales recorded in the
housing sales business.
In regard to housing sales, we posted the combined sales of condominiums and detachedhouses of 5,567 units (a decrease of 439 units year on year), including PROUD TOWER
Tachikawa (Tachikawa-shi, Tokyo) and PROUD CITY Tsukaguchi Mark Forest(Amagasaki-shi, Hyogo), for condominiums, and PROUD SEASON Sengawa Ryokukei no
Machi (Chofu-shi, Tokyo) for detached houses.
As of the end of the fiscal year under review, the number of completed housing inventories
totaled 654 units (an increase of 305 units compared with the end of the previous fiscal year)– 23 –

and the number of contracted but not recorded housing units totaled 2,779 units (a decrease of
714 units compared with the end of the previous fiscal year).
The Company is actively engaging in the development business in regional hub cities andoverseas, including participation in projects in front of Shizuoka Station and Okayama
Station and the launch of housing sales businesses in Ho Chi Minh, Vietnam, and Shenyang,
China.
[Leasing Unit]
Operating revenue in the Leasing Unit totaled ¥115,009 million, which represents an increaseof 4.3% year on year, and operating profit totaled ¥32,567 million, an increase of 2.7%,
resulting in increases in both revenue and operating profit compared with the previous fiscal
year.
This was mainly due to an increase in leasing revenue in the Leasing Business due to an
improvement in the vacancy rate, as well as an increase in revenues from the sale ofproperties in the property development business.
The vacancy rate as of the end of the fiscal year under review has remained at a low level of
0.8% (a decrease of 1.4 percentage points compared with the end of the previous fiscal year).
Construction of facilities including the Yokohama Nomura Building office building, the
GEMS Kanda retail facility, and the Landport Komaki logistics facility has been completed.
[Investment Management Unit]
Operating revenue in the Investment Management Unit totaled ¥9,662 million, which
represents a decrease of 11.9% year on year, and operating profit totaled ¥6,016 million, adecrease of 18.4%, resulting in decreases in both revenue and operating profit compared withthe previous fiscal year.
This was mainly due to the posting of asset acquisition fees associated with the merger ofthree listed REITs in the previous fiscal year.
Assets under management increased due to the merger between Nomura Real Estate Master
Fund, Inc. and TOP REIT, Inc. in September 2016 and totaled ¥1,260,064 million (anincrease of ¥185,583 million compared with the end of the previous fiscal year) as of the endof the fiscal year under review.
In addition, the Company conducted replacement of assets between Nomura Real Estate
Development Co., Ltd. and Nomura Real Estate Master Fund, Inc., representing 11 properties
and a transaction value of ¥60,855 million, in accordance with the Basic Agreement on the
Leasing Value Chain concluded in May 2015.
[Property Brokerage & CRE Unit]
Operating revenue in the Property Brokerage & CRE Unit totaled ¥34,820 million, which
represents a decrease of 1.6% year on year, and operating profit totaled ¥9,124 million, adecrease of 7.8%, resulting in decreases in both revenue and operating profit compared withthe previous fiscal year.
This was mainly due to the booking of revenues from the sale of properties in the previous
fiscal year, while the number of transactions and total transaction value in property brokerageincreased.
In the retail business, we opened the following new branch stores: Iidabashi Center (Chiyodaku, Tokyo) and Toyonaka Center (Toyonaka-shi, Osaka) in April 2016, Oizumi-gakuen
Center (Nerima-ku, Tokyo) in October 2016, and Ueno Center (Taito-ku, Tokyo) in
November 2016, and the total number of branch stores is 73.
In the wholesale business, operations had been conducted by both the Corporate Real Estate
Service Division of Nomura Real Estate Development Co., Ltd. and the Asset Sales Divisionof Nomura Real Estate Urban Net Co., Ltd. However, a reorganization was implemented on
October, 2016, integrating employees and functions into the Corporate Real Estate Service
Division of Nomura Real Estate Development Co., Ltd.
[Property & Facility Management Unit]
Operating revenue in the Property & Facility Management Unit totaled ¥95,764 million,
which represents an increase of 4.6% year on year, and operating profit totaled ¥6,939– 24 –

million, an increase of 21.9%, resulting in increases in both revenue and operating profit
compared with the previous fiscal year.
This was mainly due to an increase in construction ordered for large-scale repair work for
condominiums and an increase in membership fees in the fitness club business.
In fitness club business, we opened various types of fitness club such as a personal gym
MEGALOS_0+ Ebisu (Shibuya-ku, Tokyo), a woman-only studio MEGALOS_Reflet Ebisu(Shibuya-ku, Tokyo), an around-the-clock MEGALOS_24 Hamadayama (Suginami-ku,
Tokyo). In addition, we are promoting the senior business under the brand name OUKAS.
In addition, as of the end of the fiscal year under review, the number of buildings undermanagement was 702 buildings (down 3 from the end of the previous fiscal year), and thenumber of condominiums under management was 168,999 units (up 5,963).
[Other Unit]
Operating revenue in the Other Unit totaled ¥106 million, which represents a decrease of
92.2% year on year, and operating loss totaled ¥30 million (the previous fiscal year was
operating loss of ¥152 million).
2) Capital investment
In the fiscal year under review, the Company spent a total of ¥60,374 million on capital
investment, including NOF Nihonbashi-honcho Building (Chuo-ku, Tokyo).
3) Financing
In the fiscal year under review, the Company procured necessary funds through loans fromfinancial institutions, etc.
4) Business transfer, absorption-type company split or incorporation-type company split
Not applicable.
5) Acquisitions of other companies’ businesses
Not applicable.
6) Successions of rights or duties related to the businesses of other legal entities, etc. due toabsorption-type merger or absorption-type company split
Not applicable.
7) Acquisitions and disposals of shares, other equities, and subscription rights to shares in othercompanies
On March 1, 2017, the Company established First Living Assistance Co., Ltd. together withPrestige International Inc. The Company’s voting rights ratio is 51%.
The Company concluded a business tie-up agreement with SOUSEI JIGYOUDAN Co., Ltd.
and performed an underwriting of a third-party capital increase toward Japan Life Design Inc.,
a 100% subsidiary of SOUSEI JIGYOUDAN Co., Ltd., and concluded a capital tie-up
agreement. The Company’s voting rights ratio is 49%.
(2) Trends in operating results and assets in and at the end of the fiscal year under review and themost recent three fiscal years– 25 –

Classification

10th term(Fiscal year ended
March 31, 2014)

Operating revenue

11th term(Fiscal year ended
March 31, 2015)

12th term(Fiscal year ended
March 31, 2016)(Millions of yen)
13th term(Fiscal year underreview)(Fiscal year ended
March 31, 2017)

532,016

567,159

569,545569,680

Operating profit

74,307

71,89480,912

77,271

Ordinary profit

64,05863,681

72,67968,952

Profit attributable to owners of parent

26,84438,44147,18247,005

Basic earnings per share (Yen)
Total assets

140.70201.28246.42245.101,313,887

1,369,226

1,485,449

1,593,093

Net assets

418,697

461,031456,408

493,813

Net assets per share (Yen)

1,863.12

2,061.86

2,320.84

2,508.73(3) Status of parent company and major subsidiaries
1) Parent company
Not applicable.
2) Major subsidiaries
Name

Capital stock(Millions of yen)

Ratio of voting
rights (%)

Principal businesses

Nomura Real Estate Development Co.,
Ltd.

2,000

100.0

General real estate business including saleand leasing of real estate

Nomura Real Estate Asset Management
Co., Ltd.

300

100.0

Investment management services including
REIT and privately placed real estate funds

Nomura Real Estate Urban Net Co., Ltd.

1,000

100.0

Brokerage and consignment sales of realestateNomura Real Estate Partners Co., Ltd.

100

100.0

General management of office buildings,
condominiums, etc.

NREG TOSHIBA BUILDING Co., Ltd.

14,372

95.0

Leasing of office buildings, stores, etc.

Nomura Real Estate Life & Sports Co.,
Ltd.

1,509

100.0

Planning and operation of sports facilities

480

100.0

Supply of heat as provided for under theHeat Supply Business Act

Nomura Real Estate Heating andCooling Supply Co., Ltd.
GEO AKAMATSU CO., LTD.

243

100.0

Planning and management of retail facilities

Nomura Real Estate Reform Co., Ltd.

100

100.0

Remodeling of condominiums, etc.

Nomura Real Estate Wellness Co., Ltd.

300

100.0

Development, planning, and operation of
housing services for the elderly

Nomura Real Estate Amenity Service
Co., Ltd.

10

100.0

Cleaning of buildings and condominiums

NREG TOSHIBA BUILDINGFACILITIES Co., Ltd.

30

100.0

General management of office buildings, etc.

PRIME X. Co., Ltd.

100

60.0

Internet advertising

NF Power Service Co., Ltd.

100

51.0

Sale, intermediation, and supply of electricenergyFirst Living Assistance Co., Ltd.

100

51.0

Services aimed at providing assistance tocustomers concerning their homes and living
arrangements

Notes: 1.
2.
3.
4.

The Company established First Living Assistance Co., Ltd. on March 1, 2017 and made it a new major subsidiary.
The name of Yokohama Business Park Heating and Cooling Supply Co., Ltd was changed to Nomura Real Estate
Heating and Cooling Supply Co., Ltd, and the name of Nomura Amenity Service Co., Ltd was changed to Nomura
Real Estate Amenity Service Co., Ltd. on October 1, 2016.
The Company has no specified wholly owned subsidiary as of the end of the fiscal year under review.
The ratios of voting rights of Nomura Real Estate Amenity Service Co., Ltd., NREG TOSHIBA BUILDINGFACILITIES Co., Ltd., and PRIME X. Co., Ltd. include shares held by subsidiaries.

– 26 –

(4) Issues to address
Looking at the social and economic environments surrounding the Group, diverse changes havecontinued including the progress of urban renaissance in metropolitan areas, movements forregional revitalization, and the increase and/or obsolescence of the stock of existing properties, inaddition to the aging population and declining birthrate, as well as the progress of women’s
advances in society. Furthermore, such phenomena as the expansion of the real estate investment
market, the economic growth of the Asian zone and accelerated globalization are expected tohave significant effects on the business environment of the Group in the future.
Given the aforementioned background, we formulated the Mid- to Long-Term Business Plan―
Creating Value through Change― (from April 2016 to March 2025) in November 2015 torealize our growth model that emphasizes “Continuous expansion of revenue with ensured highasset efficiency” based on the streamlined financial foundation.
In light of the characteristics of real estate business that operates on a medium- to long-term basis,
we have set financial goals for the period up to and including the fiscal year ending March 31,
2025, deployed growth strategies for their achievement, and divided the target period into threephases. Based on the key strategies of “Expand business volume and business domains in theDevelopment Sector,” “Demonstrate differentiation and a competitive edge in the Service &Management Sector,” and “Increase and reinforce the customer base via Group-wide
collaboration,” our quantitative goals by the fiscal year ending March 31, 2025 are to achieve the¥150.0 billion level for operating profit and above ¥1 trillion for operating revenue.
In the Development Sector during the fiscal year under review, the first year of the plan,
profitability declined in the Residential Development Unit due to market condition fluctuations.
At the same time, we are steadily expanding business in office buildings and other existing
sectors in the Leasing Unit. We are also steadily undertaking the expansion of new businesses,
including business promotion in new areas such as regional hub cities and Asia, and entry into
new businesses such as the renovation business and hotel business. In the Service & Management
Sector, all units achieved greater than expected revenue and contributed to the growth of theGroup.
Under the recognition that achieving the above Mid- to Long-Term Business Plan is the mostsignificant management issue we must address, we will work to improve productivity throughreform of working styles, with medium- and long-term growth as our goal. We will also engage
in the expansion of business volume in the Development Sector, the restoration of project speed
in the Residential Development Business, the growth of market share in the Service &Management Sector, and initiatives aimed at new businesses. In addition to the above, we willcontinue aiming to build a portfolio that balances the Residential Development Unit, Leasing
Unit and Service & Management Sector, and, while maintaining a stable financial foundation andhigh asset efficiency, will pursue the achievement of sustainable revenue growth and the further
improvement of our corporate value.
We appreciate the continued support and encouragement of our shareholders.
(5) Principal businesses (as of March 31, 2017)
The Group’s business operations are comprised of the Residential Development Business,
Leasing Business, Investment Management Business, Property Brokerage & CRE Business,
Property & Facility Management Business, and Other Business. The details of each business are
outlined below.

– 27 –

Unit
Residential
Development
Business
Leasing Business

Principal businesses
Development and sale of condominiums and detached housing, contract for
remodeling construction, etc., internet ad agency services, and services aimed atproviding assistance to customers concerning their homes and living
arrangements, etc.
Development and lease of office buildings and retail facilities, development andsale of profitable properties for the real-estate investment market, planning andmanagement of construction work, and design and entrusted management ofretail facilities

Investment
Management
Business

Investment management services including REIT, privately placed real estate
funds, and real estate securitization products

Property Brokerage& CRE Business

Real estate brokerage and consulting, consignment sales for condominiums anddetached housing, and insurance agency services

Property & Facility
Management
Business

Management and tenant construction of office buildings, management and repairof condominiums, management of fitness clubs, development, planning, andoperation of housing services for the elderly, and sale, intermediation, andsupply of electric energy

Other Business

Sale and lease of land and buildings(6) Principal business offices (as of March 31, 2017)1) Business office of the Company
Head office: 1-26-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo
2) Principal business offices of major subsidiaries
Company name
Nomura Real Estate Development Co.,
Ltd.
Nomura Real Estate Asset Management
Co., Ltd.
Nomura Real Estate Urban Net Co., Ltd.

Name

Location

Head office

Shinjuku-ku, Tokyo

Head office

Shinjuku-ku, Tokyo

Head office

Shinjuku-ku, Tokyo

Nomura Real Estate Partners Co., Ltd.

Head office

Shinjuku-ku, Tokyo

NREG TOSHIBA BUILDING Co., Ltd.
Nomura Real Estate Life & Sports Co.,Ltd.

Head office

Minato-ku, Tokyo

Head officeNakano-ku, Tokyo

Nomura Real Estate Heating and Cooling
Supply Co., Ltd.

Head office

GEO AKAMATSU CO., LTD.

Head office

Hodogaya-ku,
Yokohama,
Kanagawa
Shinjuku-ku, Tokyo

Nomura Real Estate Reform Co., Ltd.

Head office

Shinjuku-ku, Tokyo

Nomura Real Estate Wellness Co., Ltd.
Nomura Real Estate Amenity Service
Co., Ltd.
NREG TOSHIBA BUILDINGFACILITIES Co., Ltd.
PRIME X. Co., Ltd.

Head office

Shinjuku-ku, Tokyo

Head office

Shinjuku-ku, Tokyo

Head office

Minato-ku, Tokyo

Head office

Shinjuku-ku, TokyoNF Power Service Co., Ltd.

Head office

Shinjuku-ku, Tokyo

First Living Assistance Co., Ltd.

Head office

Shinjuku-ku, Tokyo– 28 –

(7) Status of employees (as of March 31, 2017)
1) Employees in the Group
Unit

Number of employees

Residential Development Unit
Leasing Unit

1,190

(153)

597

(56)

Investment Management Unit

156

(1)

Property Brokerage & CRE Unit

1,423

(98)

Property & Facility Management Unit

2,769

(3,042)2(0)

Other Unit
Group overall (in common)
Total
Notes: 1.

2.

330

(16)

6,467

(3,367)

The number of employees refers to the number of working employees. The temporary employees not included in thisnumber are represented by the number in parentheses, which indicates the annual average number calculated using abaseline of prescribed labor hours of regular employees of the respective company. Due to the rounding of fractions,
total figures may not match.
The figure stated in “Group overall (in common)” indicates the number of employees who belong to administrative
departments, which cannot be categorized as specified business units.

2) Employees in the Company
Number of employees

Increase/decrease from theprevious fiscal year-end

Average age

Average years of service

31

Increase of 1

44.7

2.5

Notes: 1.
2.
3.

The number of employees refers to the number of working employees (the figure excludes such employees seconded
from the Company to another company but includes employees seconded to the Company from another company).
The employees are mainly employees seconded to the Company from Group companies such as Nomura Real Estate
Development Co., Ltd. The figure for the average years of service refers to the average length of service at theCompany, and the number of years of service at the company of origin is not included in the calculation.
In addition to the above-listed employees, there are 181 employees of Nomura Real Estate Development Co., Ltd.
who concurrently serve for both companies.

(8) Status of principal lenders (as of March 31, 2017)
The Group follows a general principle of Group financing whereby it is chiefly the Company thatprocures financing and supplies these funds to its subsidiaries and affiliates. Status of principal
lenders as of the end of the fiscal year under review is as follows:(Millions of yen)
LenderAmount borrowed

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

101,000

Sumitomo Mitsui Banking Corporation

96,000Mizuho Bank, Ltd.

81,000Sumitomo Mitsui Trust Bank, Limited

48,000Resona Bank, Limited

46,000Mitsubishi UFJ Trust and Banking Corporation

46,000(9) Other important matters relating to the current status of the GroupNot applicable.

– 29 –

2. Status of the Company(1) Shares of the Company (as of March 31, 2017)1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
191,877,801 shares(including 1,709 treasury shares)
Note: The total number of shares issued increased by 198,200 shares due to the exercise of stock options.

3) Number of shareholders:
4) Major shareholders (top 10)

39,407
Number of shared held
(Hundreds of shares)

Shareholding ratio (%)

Nomura Holdings, Inc.

647,775

33.76

Japan Trustee Services Bank, Ltd. (Trust account)

88,285

4.60

BNYML - NON TREATY ACCOUNT

70,284

3.66

Japan Trustee Services Bank, Ltd. (Trust account 9)68,474

3.56

The Master Trust Bank of Japan, Ltd. (Trust account)

62,922

3.27

Name

HSBC BANK PLC A/C CLIENTS 1

33,769

1.75

THE BANK OF NEW YORK 133972

33,686

1.75

Nomura Real Estate Holdings Employee Shareholding
Association

30,732

1.60

STATE STREET BANK - WEST PENSION FUND CLIENTS- EXEMPT 505233

28,574

1.48

Japan Trustee Services Bank, Ltd. (Trust account 5)

24,062

1.25

Note: The 1,709 treasury shares are excluded in the calculation of the shareholding ratio.

5) Other important matters relating to shares
Not applicable.

– 30 –

(2) Subscription rights to shares, etc.
1) Status of subscription rights to shares (as of March 31, 2017)
Name of subscription
rights to shares
The 3rd subscription
rights to shares in
FY2010The 3rd subscription
rights to shares in
FY2011
The 1st subscription
rights to shares in
FY2012
The 3rd subscription
rights to shares in
FY2012
The 1st subscription
rights to shares in
FY2013
The 2nd subscription
rights to shares in
FY2013
The 3rd subscription
rights to shares in
FY2013
The 1st subscription
rights to shares in
FY2014
The 3rd subscription
rights to shares in
FY2014
The 1st subscription
rights to shares in
FY2015
The 3rd subscription
rights to shares in
FY2015
The 1st subscription
rights to shares in
FY2016The 2nd subscription
rights to shares in
FY2016
The 3rd subscription
rights to shares in
FY2016
Notes: 1.
2.

Date ofresolution on
issuance

Number ofsubscription
rights to shares

Number ofcommon sharessubject to
subscription
rights to shares

Exercise period of
subscription rights tosharesJuly 29, 2010

2,264

226,400

From August 23, 2012
to August 22, 2017

1,194

July 28, 2011

2,278

227,800

From August 23, 2013
to August 22, 2018

1,457

July 26, 2012

315

31,500From August 23, 2014
to August 22, 20191

July 26, 2012

2,427

242,700

From August 23, 2014
to August 22, 2019

1,451

June 27, 2013202

20,200From July 23, 2015 toJuly 22, 2020

1

June 27, 2013

1,433

143,300

From July 23, 2015 toJuly 22, 2020

1

June 27, 2013

3,333

333,300

From July 23, 2015 toJuly 22, 2020

2,429

June 27, 2014

407

40,700From July 23, 2016 toJuly 22, 2021

1

June 27, 2014

3,523

352,300

From July 23, 2016 toJuly 22, 2021

2,016

June 26, 2015

357

35,700From July 23, 2018 to
July 22, 2023

1

June 26, 2015

3,809

380,900

From July 23, 2018 to
July 22, 2023

2,741

June 29, 2016

567

56,700From July 22, 2019 toJuly 21, 2024

1

June 29, 2016

2,503

250,300

From July 22, 2019 toJuly 21, 2024

1

June 29, 2016

4,218

421,800

From July 22, 2019 toJuly 21, 2024

1,927

Exercise priceof subscription
rights to shares
per share (Yen)

The number of the shares subject to a subscription right to shares is 100.
In principle, a person who has received the allotment of the subscription rights to shares must be in a position of
Director, Audit & Supervisory Board Member, Executive Officer, Senior Advisor, Advisor, Special Officer, Special
Advisor or employee of the Company or any of its subsidiaries, or in an equivalent position thereto until the time of
exercise of the subscription rights to shares on a continuing basis.

– 31 –

2) Status of subscription rights to shares held by the officers of the Company (as of March 31,
2017)
Name of subscription rights tosharesDirectors (excluding Audit & Supervisory
Committee Members and External Directors)

Directors (Audit & Supervisory Committee
Members)

Number ofsubscription rights tosharesNumber ofsubscription rights tosharesNumber of holders

Number of holders

The 3rd subscription rights toshares in FY2010

–

–

27

1

The 3rd subscription rights toshares in FY2011

93

3

27

1

The 1st subscription rights toshares in FY2012

84

1

–

–

The 3rd subscription rights toshares in FY2012

131

4

27

1

The 1st subscription rights toshares in FY2013

64

1

–

–

The 2nd subscription rights toshares in FY2013

88

2

–

–

The 3rd subscription rights toshares in FY2013

164

5

33

1

The 1st subscription rights toshares in FY2014

347

5

–

–

The 3rd subscription rights toshares in FY2014

217

6

–

–

The 1st subscription rights toshares in FY2015

357

6

–

–

The 3rd subscription rights toshares in FY2015

249

6

–

–

The 1st subscription rights toshares in FY2016

567

6

–

–

The 3rd subscription rights toshares in FY2016

249

6

–

–

Note: Subscription rights to shares held by Directors (Audit & Supervisory Committee Members) were delivered to them
before they assumed the office of Director (Audit & Supervisory Committee Member).

3) Status of subscription rights to shares delivered to employees, etc., during the fiscal year
under review
Officers or employees of the Company’s
subsidiaries

Employees of the Company
Name of subscription rights tosharesNumber of
Number ofindividuals to whomsubscription rights to subscription rights toshares delivered
shares have beendelivered

Number ofsubscription rights toshares delivered

Number ofindividuals to whomsubscription rights toshares have beendeliveredThe 2nd subscription rights toshares in FY2016

–

–

2,503

83

The 3rd subscription rights toshares in FY2016

–

–

3,969

309

4) Other important matters relating to subscription rights to shares, etc.
Not applicable.

– 32 –

(3) Status of company officers
1) Directors (as of March 31, 2017)
Name

Position and responsibility in the
CompanySignificant concurrent positions

Kamezo Nakai

Chair and Representative Director

Chair and Representative Director of Nomura Real
Estate Development Co., Ltd.

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer

Seiichi Miyajima

Representative Director and Executive
OfficerPresident and Representative Director, and Chief
Executive Officer of Nomura Real Estate
Development Co., Ltd.

Toshiaki Seki

Representative Director and Executive
Officer
Unit Manager of Property & Facility
Management Unit
In charge of Senior Business
Management Dept.

Chair of Nomura Real Estate Partners Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.
President and Representative Director of Nomura
Real Estate Wellness Co., Ltd.

Hiroyuki Kimura

Director and Executive Officer
Chief Financial Officer
In charge of investor relations––

Yukoh Yoshida

Director and Executive Officer
Supervisor of Management Division,
In charge of management of affiliatedcompanies

Director and Senior Managing Executive Officer of
Nomura Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.
Director of GEO AKAMATSU CO., LTD.
Director of Nomura Real Estate Reform Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Director of PRIME X. Co., Ltd.

Shigeru Matsushima

Director

Professor of Tokyo University of Science Graduate
SchoolExternal Director of CAC Holdings Corporation

Satoko Shinohara

Director

Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma andAssociates
Representative Partner of Satoko Shinohara Living
Design Institute LLC

Takao Orihara

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net 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 GEO
AKAMATSU CO., LTD.

Shigeki Fujitani

Director(Full-time Audit & Supervisory
Committee Member)

Audit & Supervisory Board Member of Nomura
Real Estate Development Co., Ltd.
External Audit & Supervisory Board Member of
Nomura Real Estate Asset Management Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Urban Net Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Partners Co., Ltd.
Audit & Supervisory Board Member of NREGTOSHIBA BUILDING Co., Ltd.
Audit & Supervisory Board Member of Nomura
Real Estate Reform Co., Ltd.
Audit & Supervisory Board Member of PRIME X.
Co., Ltd.

– 33 –

Name

Position and responsibility in the
CompanySignificant concurrent positions

Satoshi Ogishi

Director(Audit & Supervisory Committee
Member)Partner of Nishimura & Asahi
Executive Director of Nozomi Servicing Co., Ltd.
External Director of Oracle Corporation Japan

Akira Yamate

Director(Audit & Supervisory Committee
Member)Outside Director of Mitsubishi UFJ Financial
Group, Inc.
External Audit & Supervisory Board Member ofPrudential Holdings of Japan, Inc.

Akira Ono

Director(Audit & Supervisory Committee
Member)Partner of Spring Partners

Notes: 1.
2.
3.
4.
5.
6.

7.
8.
9.

Directors Shigeru Matsushima and Satoko Shinohara, and Directors (Audit & Supervisory Committee Members)
Satoshi Ogishi, Akira Yamate and Akira Ono are External Directors.
Director Shigeru Matsushima, and Directors (Audit & Supervisory Committee Members) Satoshi Ogishi, Akira
Yamate and Akira Ono are Independent Directors/Auditors as stipulated under the regulations of the Tokyo Stock
Exchange.
Director (Audit & Supervisory Committee Member) Takao Orihara has extensive knowledge of finance andaccounting from his many years of business experience in finance.
Director (Audit & Supervisory Committee Member) Shigeki Fujitani has extensive knowledge of finance and audit
from his many years of business experience in finance.
Director (Audit & Supervisory Committee Member) Akira Yamate has great knowledge and experience andprofound insights as an expert at accounting and auditing acquired through his many years working as a Certified
Public Accountant.
The Company appoints full-time Audit & Supervisory Committee Members to strengthen the auditing andsupervising function by collecting information from the Directors (excluding Audit & Supervisory Committee
Members), Executive Officers, employees, etc., attending at important company meetings, and ensuring sufficient
coordination between the committee and the internal audit department and others.
The name of Director Satoko Shinohara as described here and above is her professional name, but her name on thefamily register is Satoko Kuma.
Director Shigeru Matsushima retired from his position as Professor of Tokyo University of Science Graduate Schoolon March 31, 2017.
As of April 1, 2017, positions and responsibilities and significant concurrent positions of Kamezo Nakai, Eiji
Kutsukake, Seiichi Miyajima, Toshiaki Seki, Hiroyuki Kimura, Yukoh Yoshida and Shigeru Matsushima are as
follows:
Position and responsibility in the
Name
Significant concurrent positions
Company

Kamezo Nakai

Chair and Representative Director

Director of Nomura Real Estate Development Co.,Ltd.

Eiji Kutsukake

President and Representative Director,
and Chief Executive Officer
Group CEO

Chair and Representative Director of Nomura Real
Estate Development Co., Ltd.

Seiichi Miyajima

Executive Vice President andRepresentative Director
Group COO

Representative Director and Chief Executive Officer
of Nomura Real Estate Development Co., Ltd.

Toshiaki Seki

Representative Director and Executive
Officer
Unit Manager of Property & Facility
Management Business Unit

Chair and Representative Director of Nomura Real
Estate Partners Co., Ltd.
Director of Nomura Real Estate Life & Sports Co.,Ltd.
President and Representative Director of Nomura
Real Estate Wellness Co., Ltd.

Hiroyuki Kimura

Director and Executive Officer
Group CFOIn charge of investor relations–

Yukoh Yoshida

Director

President and Representative Director and Chief
Executive Officer of NREG TOSHIBA BUILDING
Co., Ltd.
President and Representative Director of NREGTOSHIBA BUILDING FACILITIES Co., Ltd.

Shigeru Matsushima

Director

External Director of CAC Holdings Corporation– 34 –

2) Outline of limited liability agreements
Directors Shigeru Matsushima and Satoko Shinohara, and five Directors (Audit &Supervisory Committee Members), have entered into agreements with the Company to limit
their liability for damages provided for in Article 423, Paragraph 1 of the Companies Act,
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. 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.
3) Total amount of compensation, etc. to Directors
Category

Number of persons paid

Amount paid
(Millions of yen)

8542

Directors (excluding Audit & Supervisory Committee
Members)(Of which, External Directors)

(2)

(26)

Directors (Audit & Supervisory Committee Members)(Of which, External Directors)

5
(3)

117
(40)

13

660

Total
Notes: 1.

2.

The compensation amount of Directors has been set as no greater than ¥650 million per year for Directors (excluding
Audit & Supervisory Committee Members) and no greater than ¥150 million per year for Directors (Audit &Supervisory Committee Members), per the proposal approved at the Ordinary General Meeting of Shareholders heldon June 26, 2015.
The above amounts paid include provision for Directors’ bonuses for the fiscal year under review (¥171 million for
six Directors who are not External Directors (excluding Audit & Supervisory Committee Members) and ¥20 million
for two Directors who are not External Directors (Audit & Supervisory Committee Members)) and the compensationin the form of stock options (¥98 million for six Directors who are not External Directors (excluding Audit &Supervisory Committee Members)).

– 35 –

4) External Officers
a. Relations between other organizations where important concurrent positions are assumed
and the Company
Category
Director

Name
Shigeru Matsushima

Director

Satoko Shinohara

Significant concurrent positions

Relationship with the Company

Professor of Tokyo University of
Science Graduate School

Not applicable

External Director of CAC Holdings
Corporation

Not applicable

Professor of Japan Women’s
University

Not applicable

Representative Director of Spatial
Design Studio

Not applicable

Representative Director of Kengo
Kuma and Associates

The Company has business relations
with said firm in the form of receiving
consulting services.

Representative Partner of Satoko
Not applicable
Shinohara Living Design Institute LLC
Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)Partner of Nishimura & Asahi

The Company has business relations
with said firm in the form of receiving
legal services.

Executive Director of Nozomi
Servicing Co., Ltd.

Not applicable

External Director of Oracle
Corporation Japan

Not applicable

Director
Akira Yamate(Audit & Supervisory
Committee Member)

Outside Director of Mitsubishi UFJ
Financial Group, Inc.

Not applicable

External Audit & Supervisory Board
Member of Prudential Holdings ofJapan, Inc.

Not applicable

Director
Akira Ono
(Audit & Supervisory
Committee Member)Partner of Spring Partners

Not applicable

Note: Director Shigeru Matsushima was Professor of Tokyo University of Science Graduate School but he retired from his
position on March 31, 2017.

b. Main activities for the fiscal year under review
Category

Name

Main activities

Director

Shigeru Matsushima

Mr. Matsushima attended 17 out of 17 meetings of the Board of Directors held
during the fiscal year under review and asked questions and expressed opinions
on proposals, deliberations and other matters when necessary.

Director

Satoko Shinohara

Ms. Shinohara attended 17 out of 17 meetings of the Board of Directors held
during the fiscal year under review and asked questions and expressed opinions
on proposals, deliberations and other matters when necessary.

Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)

Mr. Ogishi attended 17 out of 17 meetings of the Board of Directors and 11 outof 11 meetings of the Audit & Supervisory Committee held during the fiscal
year under review and asked questions and expressed opinions on proposals,deliberations and other matters when necessary.

Director
Akira Yamate(Audit & Supervisory
Committee Member)

Mr. Yamate attended 16 out of 17 meetings of the Board of Directors and 11
out of 11 meetings of the Audit & Supervisory Committee held during the fiscal
year under review and asked questions and expressed opinions on proposals,deliberations and other matters when necessary.

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Mr. Ono attended 17 out of 17 meetings of the Board of Directors and 11 out of
11 meetings of Audit & Supervisory Committee held during the fiscal year
under review and asked questions and expressed opinions on proposals,deliberations and other matters when necessary.

– 36 –

(4) Accounting Auditor
1) NameErnst & Young ShinNihon LLC

2) Amount of remuneration, etc.
Amount of payment(Millions of yen)

Category
Amount of remuneration, etc. to be paid to the Accounting Auditor for the fiscal
year under review

62

Total amount of money and other financial profits to be paid by the Company and its
subsidiaries to the Accounting Auditor

178

Notes: 1

Since the audit contract between the Company and the Accounting Auditor does not clearly distinguish between theamounts of remuneration, etc. for audits conducted based on the Companies Act and based on the Financial
Instruments and Exchange Act, respectively and it is not possible to substantively distinguish them, the amount of
remuneration, etc. to be paid to the Accounting Auditor for the fiscal year under review is the total amount for both.

2.

The Audit & Supervisory Committee obtained necessary resources and received reports from the Directors, financedivision and the Accounting Auditor, and upon doing so, it confirmed the Accounting Auditor’s record ofachievements and record of remuneration in the past and examined the Accounting Auditor’s audit plan and groundsof the calculation of the remuneration estimate for the fiscal year under review. As a result, the Audit & Supervisory
Committee judged that the Accounting Auditor’s amount of remuneration, etc. was suitable and provided its consent
pursuant to Article 399, Paragraph 1 of the Companies Act.

3) Description of non-auditing services
Not applicable.
4) Policy for dismissal or non-reappointment decision of Accounting Auditor
If the Accounting Auditor is recognized as falling under any of the items listed in Article 340,
Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall dismiss the
Accounting Auditor with the unanimous consent of all Audit & Supervisory Committee
Members.
In addition, notwithstanding the above, if it is recognized that the Accounting Auditor’s
fulfilment of appropriate auditing would be difficult due to the occurrence of reasons thatcompromise the eligibility or independence of the Accounting Auditor, the Audit &Supervisory Committee shall propose the dismissal or non-reappointment of the Accounting
Auditor at a General Meeting of Shareholders.
5) Business suspension order to which the Accounting Auditor was subject during past two
years
The outline of the disciplinary action issued by the Financial Services Agency on December
22, 2015 was as follows:a. Subject of disciplinary action
Ernst & Young ShinNihon LLC
b. Content of disciplinary action• Suspension from accepting new engagements for three months from January 1, 2016
to March 31, 2016
• Business improvement order (improvement of the operation control structure)c. Reason for disciplinary action• In regard to the audit of financial documents for TOSHIBA CORPORATION for the
fiscal years ended March 31, 2010, 2012 and 2013, the above-mentioned Ernst &Young ShinNihon LLC’s certified public accountants, in negligence of due care,
attested that the financial statements contained no material misstatement, when in fact
the statements contained material misstatement.
• The audit corporation’s operation of services was found to be grossly inappropriate.

– 37 –

(5) System to ensure the appropriateness of operations and the operational status of that system<Outline of resolution on system to ensure the appropriateness of operations>
The Company has passed the following resolutions at meetings of Board of Directors regarding
systems to ensure that Directors’ execution of their duties is in compliance with laws andregulations and the Articles of Incorporation and other systems to ensure the appropriateness ofoperations.
1) System to ensure that the execution of duties of the Directors and Executive Officers
complies with laws and regulations and the Articles of Incorporationa. Aiming to be a corporate group that prospers together with its customers and society, theBoard of Directors has formulated the Nomura Real Estate Group Code of Action whichsets forth the behavior that all Directors, officers and employees should strive to
exemplify. Directors and Executive Officers shall lead by example and comply with thisCode of Action.
b. The Company has formulated the Board of Directors Regulations and the Operating
Guidelines for Internal Approvals and Procedures, which form the basis for referring
matters to, and reporting to, the Board of Directors. Directors and Executive Officers shall
execute their duties in accordance with these Regulations and Guidelines.
c. The execution of the duties by Directors and Executive Officers shall be audited by the
Audit & Supervisory Committee.
2) System for the retention and management of information relating to the execution of duties of
the Directors and Executive Officers
The Company has formulated the Information Security Provisions, which stipulate the basic
matters concerning the information management system and the handling of information, toensure that minutes of General Meetings of Shareholders, minutes of Board of Directors
meetings, and other documents containing information related to the execution of duties byDirectors (excluding Directors & Audit & Supervisory Committee Members) and Executive
Officers are stored in an appropriate place and saved for the stipulated period of time, so thatthey can be quickly accessed upon request by Directors or Executive Officers at any time.
3) Rules and other systems for management of risk of lossa. The Board of Directors shall exercise overall control of risk management in accordancewith the Risk Management Regulations, develop a system to ensure effective mutual
check functions, assign personnel appropriately, provide education for the developmentof human resources, fully disseminate the importance of risk management to all Directors,
officers and employees, and formulate appropriate measures to prevent accidents.
b. To deliberate business risks, the Company has established a Risk Management Committee
comprising Directors, Executive Officers, etc. of the Company and Group companies
designated by the Board of Directors to periodically monitor, assess, and analyze risks,and deliberate basic principles for measures to prevent risks that may occur duringcorporate management and business development, to respond when risks arise, and toprevent recurrence, in accordance with the Risk Management Regulations and Risk
Management Committee Operational Rules.
The Risk Management Committee shall in principle meet once per month or whennecessary, and shall report the content of deliberations to the Board of Directors at least
once every three months.
c. When a risk requiring immediate action arises, in accordance with the Risk Management
Regulations, the chairman of the Risk Management Committee and Executive Officers
and general managers of departments and branch offices in charge of Group risk
management, PR, management of affiliated companies, corporate administration, andfinance stipulated by the Risk Management Regulations shall discuss and determine thebasic policy for measures to address the risk. The Company and Group companies shall
respond in accordance with this basic policy.

– 38 –

4) System to ensure the efficient execution of duties of the Directors and Executive Officers
a. To facilitate flexible decision-making concerning the execution of business, certain
matters determined by resolution of the Board of Directors among the matters concerning
the execution of business at all Group companies shall be decided through theManagement Committee or through an internal approval system.
b. The Company has introduced an Executive Officer system aiming to strengthen Groupmanagement by separating management oversight and decision-making function frombusiness execution function, thereby enhancing the execution function.
c. The Board of Directors shall, by resolution, appoint Executive Officers in charge of theexecution of business, stipulate their business, and delegate the business operations of theCompany. Individual Executive Officers shall execute business based on theadministrative authorities delegated in accordance with internal regulations, etc. andbased on Company policies determined by the Board of Directors, decisions regarding
business execution made by the Management Committee, and the directions of the chief
Executive Officer.
d. The Board of Directors shall create annual budgets and mid-term management plans, andmanage progress on a monthly basis. The results of monthly progress management shallbe reflected into the execution of duties.
5) System to ensure that the execution of duties of the employees complies with laws andregulations and the Articles of Incorporation
As a holding company, the Company established the following compliance system covering
not just the Company itself but the entire corporate group.
a. Aiming to be a corporate group that prospers together with its customers and society, theCompany has established the Nomura Real Estate Group Code of Action which sets forth
the behavior that all officers and employees should strive to exemplify, and ensures thatall Directors, officers and employees comply with the Code of Action.
b. The Company has established the Risk Management Committee and Group ComplianceDepartment, and promotes continual education and enlightenment activities for officers
and employees to increase awareness of compliance.
c. The Company has established the Nomura Real Estate Group Help Line as an internal
whistleblowing system for shared use by all Group companies. Reports and questions canbe directed to internal parties (the chairman of the Risk Management Committee and theGroup Compliance Department) and external parties (attorneys at law and contractors).
Such reports remain strictly confidential to prevent informants from receiving adverse
treatment based on having provided information.
6) System to ensure the appropriateness of operations in the corporate group consisting of theCompany, its parent company and subsidiaries
The corporate group comprising the Company and its subsidiaries forms the Nomura Real
Estate Group centered on the Company as the holding company. The Nomura Real EstateGroup has established the following systems to ensure appropriate operations.
a. Aiming to be a corporate group that prospers together with its customers and society, theCompany has established the Nomura Real Estate Group Code of Action which sets forth
the behavior that all officers and employees should strive to exemplify, and ensures that
all officers and employees comply with the Code of Action.
b. The Management Committee has been established in the Company to discuss importantmatters related to Group management and overall Group company business execution,and to determine certain matters related to overall Group company business execution. In
addition, the Management Committee ensures the common purpose of Groupmanagement through these activities.
c. The Risk Management Committee has been established in the Company to discuss mattersconcerning internal controls for the entire Group as well as matters related to risks
pertaining to Group management, and to promote the sharing of information.
d. The Company has established the Affiliated Company Management Regulations that
require Group companies to discuss with or report to the Company in advance when
determining important matters.
– 39 –

e. The Company has established the Group Internal Audit Department, which reviews
internal audits performed by Group companies in accordance with the Group Internal
Audit Regulations, thereby maintaining and improving the quality of audits throughout
the entire Group.
f. The Company has established the CSR Committee and Corporate Communications
Department, and promotes continual education and enlightenment activities to increase
CSR awareness throughout the entire Group.
g. The Company has established the Nomura Real Estate Group Help Line as an internal
whistleblowing system for shared use by all Group companies. Reports and questions canbe directed to internal parties (the chairman of the Risk Management Committee and theGroup Compliance Department) and external parties (attorneys at law and contractors).
Such reports remain strictly confidential to prevent informants from receiving adverse
treatment based on having provided information.
7) System to ensure the reliability of financial reporting
The Company has established the Internal Control Regulations for Financial Reporting for
the Group in accordance with the Financial Instruments and Exchange Act and other related
laws to ensure the reliability of the Nomura Real Estate Group’s financial reporting. Based on
the Regulations, the Company develops and operates the internal controls related to financial
reporting and evaluates their effectiveness.
8) Items related to the Directors and employees aiding the duties of the Audit & Supervisory
Committee, items related to the independence of these Directors and employees from other
Directors (excluding Director & Audit & Supervisory Committee Members), and items
related to ensuring the effectiveness of the instructions from the Audit & Supervisory
Committee to these Directors and employees
The Company has established the Audit & Supervisory Committee Department to assist
duties of the Audit & Supervisory Committee, and dedicated staffs assigned to thisdepartment perform duties in accordance with the directions and orders issued by Audit &Supervisory Committee Members. Directors shall obtain the consent of the Audit &Supervisory Committee Members designated by the Audit & Supervisory Committee withrespect to personnel matters concerning dedicated staff of the Audit & Supervisory
Committee Department.
9) System for the Directors, Executive Officers and employees to report to the Audit &Supervisory Committee, system for Directors, Audit & Supervisory Board Members,
Executive Officers, and employees of subsidiaries, and persons receiving reports from themto report to the Audit & Supervisory Committee, and system to ensure that these people
conducting the reporting shall not be subjected to adverse treatment due to such reportinga. When matters arise that may result in significant damage to the Company or Group
companies or violate laws and regulations or the Articles of Incorporation, Directors,
Executive Officers, and employees of the Company and Group companies, and Audit &Supervisory Board Members of Group companies shall immediately report such mattersto the Audit & Supervisory Committee.
b. The Group Internal Audit Department shall report to the Audit & Supervisory Committee
the results of internal audits, the status of improvements, and the status of evaluations ofinternal controls related to financial reporting.
c. Upon a request from Audit & Supervisory Committee Members designated by the Audit& Supervisory Committee, Directors, Executive Officers, and employees of the Company
and Group companies shall report the status of business execution at their respective
companies.
d. The chairman of the Risk Management Committee shall report the content of reports
submitted to the Nomura Real Estate Group Help Line to the Audit & Supervisory
Committee Members designated by the Audit & Supervisory Committee.
e. Informants in all of the above items shall be protected against receiving adverse treatment
based on having reported information.

– 40 –

10) Items related to the policies on procedures for the prepayment or reimbursement of expenses
arising from the execution of duties of the Audit & Supervisory Committee Members, and thehandling of other expenses or obligations arising from the execution of these duties
The Company shall bear the expenses deemed necessary for the execution of duties by Audit& Supervisory Committee Members. The Audit & Supervisory Committee may retain
attorneys at law, certified public accountants, consultants, or other external advisors asnecessary to perform audits.
11) Other systems to ensure the audits of the Audit & Supervisory Committee are implemented
effectively
a. The Audit & Supervisory Committee shall periodically exchange opinions with the
President.
b. Audit & Supervisory Committee Members shall attend meetings of the Management
Committee, CSR Committee, Budget Committee, Risk Management Committee, IT
Planning Committee, and Leased Asset Strategy Committee, which are all important
meeting bodies of the Company, to gather information and express their opinions on theexecution of business.
c. Audit & Supervisory Committee Members designated by the Audit & Supervisory
Committee may ask the Company and Group companies for explanations and reports
about the execution of business, and investigate the state of business and finances whennecessary.
d. The Audit & Supervisory Committee shall closely cooperate with the Accounting Auditor
and the Group Internal Audit Department. This cooperation shall include the periodic
exchange of opinions and information concerning audits.
e. The Group Internal Audit Department shall obtain the consent of the Audit & Supervisory
Committee regarding the establishment of internal audit plans. In addition, the Audit &Supervisory Committee may provide the Group Internal Audit Department
recommendations and instructions on changes in internal audit plans, additional audits,
necessary investigations, etc., when necessary.
f. Directors shall consult with the Audit & Supervisory Committee in advance with respect
to appointments of responsible personnel in the Group Internal Audit Department.
<Outline of the operational status of the system to ensure the appropriateness of operations>
The outline of the operational status of the system to ensure the appropriateness of operations in
the fiscal year under review is as follows.
1) Compliance
The Group regards compliance, including the observance of laws and regulations andcorporate ethics, as one of the most important management issues. As a set of relevant
guidelines, the Company has formulated the Nomura Real Estate Group Code of Action.
Moreover, the Company has established the Risk Management Committee and Group
Compliance Department in the Company to promote continual education and enlightenment
activities for the officers and employees of the entire Group, and to provide advice, guidanceand support to Group companies.
In the fiscal year under review, compliance training for officers and employees was held 16
times.
2) Risk management
The Group regards accurately addressing all risks related to business operations and ensuring
the soundness of management as the foundation of corporate governance, and has established
the Risk Management Regulations as the basic issues concerning risk management.
In addition, the Company has established a Risk Management Committee whose members
include Directors, Executive Officers and others in the Company and Group companies, forthe purpose of promoting risk management activities within the Group. The Committee meetsonce a month in principle, deliberates matters related to risk management, compliance, andinformation security for the entire Group, and discusses countermeasures in case risks arise.

– 41 –

The contents of deliberations are regularly reported to the Board of Directors. The Committee
also provides necessary guidance, advice and support to Group companies.
During the fiscal year under review, the Risk Management Committee and the Group Risk
Meeting held 12 meetings, and the contents of deliberations were reported to the Board of
Directors.
3) Internal audits
The Company has established the Group Internal Audit Department, which works with the
Accounting Auditor to oversee, monitor and evaluate the internal audit function of the entire
Group, as well as perform audits of each department within the Company. Also, results ofaudits are reported to the Board of Directors, and a system is in place to report results to the
Audit & Supervisory Committee.
During the fiscal year under review, audit results were reported to the Board of Directors fourtimes, and reported to the Audit & Supervisory Committee 11 times, thereby sharing both the
problems identified through internal audits as well as improvement measures.
4) CSR activities
The Group regards CSR activities as feasible efforts on a going basis, which aims to boost its
corporate value by finding solutions to social issues and creating social values throughbusiness.
Based on that policy, we have established CSR Committee, of which members are Directors,
Executive Officers, etc. of the Company and Group companies, as the organization in whichbasic policies and important issues of CSR activities of the Group are deliberated.
In the fiscal year under review, CSR Committee and CSR Promotion Committee were held
six times in total.
5) Execution of duties of the Directors
The Board of Directors, in principle, holds its meeting on a monthly basis, decides important
corporate matters, such as basic management policies, and supervises the execution of duties
by Directors and business operations by Executive Officers.
By inviting External Directors, the Company bolsters the oversight function of the Board of
Directors and ensures fair and highly-transparent management.
The Company has introduced an Executive Officer system aiming to strengthen Groupmanagement by separating management oversight and decision-making function frombusiness execution function, both of which have traditionally been the responsibility of
Directors, to enhance the execution function. Individual Executive Officers appointed by the
Board of Directors execute business based on the administrative authorities delegated inaccordance with internal regulations, etc. and based on Company policies determined by the
Board of Directors and the directions of the Chief Executive Officer.
The Company’s Management Committee comprises the chair, the Chief Executive Officer,
and Executive Officers nominated by the Board of Directors. The Management Committee
meets three or four times each month in principle, and determines certain matters regarding
overall Group company business execution.
During the fiscal year under review, the Board of Directors meeting was held 17 times. At
these meetings, in addition to deliberating and making decisions about important mattersconcerning company management, the Board of Directors regularly received reports from
Directors and Executive Officers, allowing the Board of Directors to oversee the execution ofduties and business. The Management Committee meeting was held 42 times, and certain
matters related to business execution by the Company and Group companies were deliberated
and decided upon.

– 42 –

6) Execution of duties of the Audit & Supervisory Committee
The Audit & Supervisory Committee receives regular reports from the internal audit
department on the implementation status and results of internal audits. When necessary, theAudit & Supervisory Committee may request a report to Directors, Executive Officers, orbusiness execution departments of the Company or Group companies. The Audit &Supervisory Committee also audits and supervises the execution of duties by Directors andbusiness operations by Executive Officers while cooperating with the Accounting Auditor asneeded.
Audit & Supervisory Committee Members attend Board of Directors meetings and otherimportant meetings and request reports from business execution departments as necessary tocollect information on the Company’s execution of business operations.
The Company has established the Audit & Supervisory Committee Department in order toassist the duties of the Audit & Supervisory Committee and assigns dedicated staff toimplement measures for increasing the effectiveness of audit operations.
During the fiscal year under review, the Audit & Supervisory Committee meeting was held
11 times.
(6) Policy regarding decisions on the dividends of surplus
The Company’s basic policy regarding the distribution of profits is to aim for a payout ratio of
approximately 30% over the medium to long term in accordance with business performance,
comprehensively considering factors including the operating environment and capital investment
plans, and taking retained earnings into consideration.
Concerning dividends for the fiscal year ended March 31, 2017, the Company has set a year-end
dividend per share for the fiscal year ended March 31, 2017 of ¥35, which is ¥5 higher than the
Company’s most recent dividend forecast. Combined with the second quarter-end dividend
already paid, the annual dividend per share will be ¥65.

– 43 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2017
(Millions of yen)
Liabilities

AssetsCurrent Assets:
Cash and Deposits

47,701

Notes and Accounts Receivable - Trade

16,535

Real Estate for Sale

120,385

Real Estate for Sale in Process

249,663

Land Held for Development

199,812Equity Investments

2,567

Deferred Tax Assets

5,555

Other

42,123

Allowance for Doubtful Accounts(37)

Non-current Assets:

908,786

Property, Plant and Equipment

808,825

Buildings and Structures

241,888Land

549,671

Other

17,265Intangible Assets

10,985Investments and Other Assets

88,975Investment Securities

46,252

Lease and Guarantee Deposits

21,738Deferred Tax Assets

14,992

Other

5,992

Allowance for Doubtful Accounts

Total Assets

Current Liabilities:
Notes and Accounts Payable - Trade
Short-term Loans Payable
Current Portion of Bonds
Income Taxes Payable
Deposits Received
Deferred Tax Liabilities
Provision for Bonuses
Provision for Directors’ Bonuses
Provision for Loss on Business
Liquidation
Other

684,30647
50,149843,481
70,000623,800
57,59763,5923,900
257
18,931
5,402
1,099,280

Net Assets(0)1,593,093

Non-current 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

255,799
35,612
106,300
10,00016,052
29,459
20
7,516
639

Shareholders’ Equity:
Capital Stock
Capital Surplus
Retained Earnings
Treasury Shares
Accumulated 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:
Non-controlling Interests:
Total Net Assets
Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 44 –

469,503
116,779
110,023
242,704(3)
11,860
7,947
119
7,860
62
(4,129)1,986
10,462493,813
1,593,093

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2017
(Millions of yen)

Operating Revenue
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Share of Profit of Equities Accounted for Using Equity Method
Other
Non-operating Expenses
Interest Expenses
Other
Ordinary Profit
Extraordinary Income
Gain on Sales of Non-current Assets
Extraordinary Losses
Impairment Loss
Reconstruction Related Loss
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
ProfitProfit Attributable to Non-controlling Interests
Profit Attributable to Owners of Parent
Note: The figures are denoted by rounding fractions down to the unit indicated.

– 45 –

569,680
392,438
177,241
99,97077,271
698
52
252
83
310
9,017
7,539
1,477
68,952
946
946
591
254
337
69,307
22,957(1,177)47,527521
47,005CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETSFor the year ended March 31, 2017
(Millions of yen)
Shareholders’ Equity
Capital Stock

Capital Surplus

116,598

109,842180

180

Balance at April 1, 2016

Retained
Earnings

Total
Shareholders’EquityTreasury
Shares207,203(3)

433,642

Changes of Items during Year
Issuance of New Shares

361

Dividends of Surplus(11,504)

Profit Attributable to Owners of Parent

47,005(11,504)
47,005Purchase of Treasury Shares(0)

Reversal of Revaluation Reserve for Land

(0)

0

0

Net Changes of Items Other Than Shareholders’ Equity
Total Changes of Items during Year
Balance at March 31, 2017

180

180

35,500(0)35,861

116,779

110,023

242,704(3)

469,503

Accumulated Other Comprehensive Income

Balance at April 1, 2016

Valuation
Difference on
Available-forsale Securities

Deferred
Gains or
Losses on
Hedges

Revaluation
Reserve forLand

Foreign
Currency
Translation
Adjustment

6,664

155

7,861

43

Total
Subscription
NonRemeasureAccumulated Rights to Controllingments of
Other
SharesInterests
DefinedComprehenBenefit Plans
sive Income(3,513)

11,212

1,685

9,868

Total Net
Assets456,408

Changes of Items during Year
Issuance of New Shares

361

Dividends of Surplus
Profit Attributable to Owners of
Parent(11,504)
47,005Purchase of Treasury Shares(0)

Reversal of Revaluation Reserve for0

Land
Net Changes of Items Other Than
Shareholders’ Equity

1,282

(36)

(0)

19

(616)

648

301

593

1,543

Total Changes of Items during Year

1,282

(36)

(0)

19

(616)

648

301

593

37,404

Balance at March 31, 2017

7,947

119

7,860

62

(4,129)11,860

1,986

10,462493,813

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 46 –

NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2017
(Millions of yen)
Liabilities

AssetsCurrent Assets:

347,088

Cash and Deposits

26,879Accounts Receivable - Trade

1,523

Prepaid Expenses
Short-term Loans Receivable
Deferred Tax Assets
Other
Non-current Assets:

Current Liabilities:

42
315,662152

790,965
175

Buildings

53

Tools, Furniture and Fixtures

122

Intangible Assets

1,576

Trademark Right0

Short-term Loans Payable

105,800

Current Portion of Bonds

10,000Accounts Payable - Other

411

Accrued Expenses

939

Income Taxes Payable

244

Deposits Received

2,827

Property, Plant and Equipment

157,895

40,015

Provision for Bonuses

234

Provision for Directors’ Bonuses

191

Other

59

Non-current Liabilities:
Bonds Payable

70,000Long-term Loans Payable

623,800

Total Liabilities
Software

1,545

Other

30

Investments and Other Assets
Investment securities

789,214200

Shares of Subsidiaries and Associates

173,400

Long-term Loans Receivable from612,500

Deferred Tax Assets
Other851,695
Net Assets

Shareholders’ Equity:284,372

Capital Stock

116,779

Capital Surplus

117,143

Legal Capital Surplus
Retained Earnings

Subsidiaries and Associates
Long-term Prepaid Expenses

Other Retained Earnings
2,685
427
0

Retained Earnings Brought Forward
Treasury Shares
Subscription Rights to Shares:
Total Net Assets

Total Assets

1,138,054

693,800

Total Liabilities and Net Assets

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 47 –

117,143
50,45250,45250,452(3)
1,986
286,358
1,138,054

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2017
(Millions of yen)

Operating Revenue
Dividend Income
Financial Revenue
Business Advisory Fee
Other
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-Operating Income
Interest Income
Gain on Forfeiture of Unclaimed Dividends
Other
Non-Operating Expenses
Loss on Retirement of Non-current Assets
Ordinary Profit
Extraordinary Income
Gain on Reversal of Subscription Rights to Shares
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
Profit30,026
14,45011,623
1,069
2,883
7,564
22,462
7,987
14,474100
90
66
14,47842
42
14,521
235(125)
14,411

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 48 –

NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETSFor the year ended March 31, 2017
(Millions of yen)
Shareholders’ Equity
Capital Surplus

Balance at April 1, 2016

Retained Earnings

Capital
Stock

Legal
CapitalSurplus116,598

116,962

116,962

180

180

180

Total Capital
Surplus

Other
Retained
Earnings
Retained
Earnings
Brought
Forward

Total
Retained
Earnings

47,54647,546

Dividends of Surplus(11,504)(11,504)

Profit14,411

14,411

Treasury
Shares(3)

Total
Shareholders’Equity281,104

Subscription
Rights toSharesTotal Net
Assets

1,685

282,789

Changes of Items during Year
Issuance of New Shares

Purchases of Treasury Shares
Net Changes of Items Other
Than Shareholders’ Equity
Total Changes of Items during
Year
Balance at March 31, 2017

(0)

361

361

(11,504)(11,504)

14,411

14,411

(0)

(0)
301

301

180

180

180

2,906

2,906

(0)

3,267

301

3,568

116,779

117,143

117,143

50,45250,452(3)

284,372

1,986

286,358

Note: The figures are denoted by rounding fractions down to the unit indicated.

– 49 –

Audit Report of Accounting Auditor on Consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 12, 2017
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Kazunori Takenouchi (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements, which
comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net
assets and the notes to the consolidated financial statements of Nomura Real Estate Holdings, Inc. (the “Company”) applicableto the fiscal year from April 1, 2016 through March 31, 2017.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for designing and operating such internal control as management
determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our
audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit is not to
express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments the Auditor
considers internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position and results of operations of the Nomura Real Estate Group, which consisted of the Company and consolidated
subsidiaries, applicable to the fiscal year ended March 31, 2016 in conformity with accounting principles generally accepted inJapan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

– 50 –

Audit Report of Accounting Auditor on Non-consolidated Financial Statements(Translation)

Independent Auditor’s Report
May 12, 2017
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Kazunori Takenouchi (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial statements,
which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statementof changes in net assets, the notes to the non-consolidated financial statements and the related supplementary schedules of
Nomura Real Estate Holdings, Inc. (the “Company”) applicable to the 13th business year from April 1, 2016 through March 31,
2017.
Management’s Responsibility for the Non-consolidated Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the non-consolidated financial statements and the related
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operatingsuch internal control as management determines is necessary to enable the preparation and fair presentation of the nonconsolidated financial statements and the related supplementary schedules that are free from material misstatement, whether due
to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these non-consolidated financial statements and the related supplementaryschedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial
statements and the related supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the non-consolidated
financial statements and the related supplementary schedules. The procedures selected depend on the Auditor’s judgment,
including the assessment of the risks of material misstatement of the non-consolidated financial statements and the related
supplementary schedules, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectivenessof the entity’s internal control, but in making these risk assessments the Auditor considers internal controls relevant to theentity’s preparation and fair presentation of the non-consolidated financial statements and the related supplementary schedules inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the non-consolidated financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the non-consolidated financial statements and the related supplementary schedules referred to above present
fairly, in all material respects, the financial position and results of operations of Nomura Real Estate Holdings, Inc. applicable tothe 12th business year ended March 31, 2016 in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.

– 51 –

Audit Report of the Audit & Supervisory Committee(Translation)

Audit Report
The Audit & Supervisory Committee has conducted audit on the execution of duties by Directors for the 13th business year from
April 1, 2016 to March 31, 2017, and hereby reports the methods, details and results of audit as follows:
1. The Methods and Details of the Audit
With regard to the resolution of the Board of Directors concerning the matters stipulated in Article 399-13, Paragraph 1, Item
1, (b) and (c) of the Companies Act, as well as the system (the internal control system) developed based on such resolution,
the Audit & Supervisory Committee received reports regularly and requested explanation as necessary from the Directors,
Executive Officers, employees, etc. on the establishment and operation of such system, expressed its opinion, and conducted
audit by the following methods.
1) In accordance with the Audit & Supervisory Committee audit criteria established by the Audit & Supervisory Committee,
as well as the auditing policies and allocation of duties, we cooperated with the internal control department of the Company;
attended significant meetings; obtained reports on matters related to the execution of duties from Directors, Executive
Officers, employees, etc.; requested explanation as necessary; reviewed documents which record approval of material
matters; and conducted investigations regarding the status of the business operations and assets. With respect to subsidiaries,
the Audit & Supervisory Committee communicated and exchanged information with Directors, Executive Officers, Audit &Supervisory Board Members, etc. of the subsidiaries, and received business reports from subsidiaries as necessary.
2) The Audit & Supervisory Committee monitored and verified if the Accounting Auditor kept its independent position andperformed appropriate audit, received reports on the execution of duties from the Accounting Auditor, and requested
explanation as necessary. Also, a notice informing that the “system to ensure appropriate execution of duties” (set forth initems of Article 131 of the Ordinance on Accounting of Companies) has been established in accordance with the standards
for auditing quality control and others was received from the Accounting Auditor, and we requested explanation asnecessary.
Based on the methods as described above, the Audit & Supervisory Committee examined the business report andsupplementary schedules, the non-consolidated financial statements (the non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and the notes to the non-consolidated financial
statements) and supplementary schedules, and the consolidated financial statements (the consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets and the notes to the consolidated financial
statements) for the business year under review.
2. Results of Audit(1) Audit results of business report and other documents concerned
1) We confirm that the business report and supplementary schedules comply with the laws and regulations and with the
Articles of Incorporation and correctly represent the company status.
2) We have not detected any misconduct or material fact of violation of the relevant laws and regulations or the Articles ofIncorporation in connection with the execution of duties by Directors.
3) We confirm that the content of the resolution of the Board of Directors concerning the internal control system is fair andreasonable. Furthermore, we have not found anything that should be pointed out with respect to the content of the business
report and the execution of duties by Directors concerning the internal control system.
(2) Audit results of the non-consolidated financial statements and supplementary schedules
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
(3) Audit results of the consolidated financial statements
We confirm that the auditing methods and results of the Accounting Auditor Ernst & Young ShinNihon LLC are appropriate.
May 17, 2017
Nomura Real Estate Holdings, Inc. Audit & Supervisory Committee
Audit & Supervisory Committee Member (Full-time) Takao Orihara (Seal)
Audit & Supervisory Committee Member (Full-time) Shigeki Fujitani (Seal)
Audit & Supervisory Committee Member
Satoshi Ogishi (Seal)
Audit & Supervisory Committee Member
Akira Yamate (Seal)
Audit & Supervisory Committee Member
Akira Ono
(Seal)(Note) Audit & Supervisory Committee Members Satoshi Ogishi, Akira Yamate and Akira Ono are External Directors as
stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.

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