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.

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To Our Shareholders
I would like to express my gratitude to all of our shareholders for your continuing patronage.
During the fiscal year under review, both business conditions and corporate earnings continued theirgradual recovery, and the Japanese economy was generally firm as consumer prices started to rise, etc.
As for global conditions, geopolitical risk increased and there were major changes since the beginning of
the year. Furthermore, the monetary and trade policies of the U.S. have grown uncertain.
In the domestic real estate markets, the housing sales and leasing businesses were firm, but there werechanges in the environment for real estate, including rising land prices and construction costs and client
preferences. On the other hand, there is growing demand overseas for offices, homes, and various othertypes of real estate in Asian countries experiencing strong growth.
Amid this environment, the Nomura Real Estate Group (the “Group”) posted performance as follows forthe fiscal year ended March 31, 2018: Operating revenue of ¥623.7 billion (a 9.5% increase year on year),
operating profit of ¥76.6 billion (a 0.8% decrease), ordinary profit of ¥68.0 billion (a 1.3% decrease), andprofit attributable to owners of parent of ¥46.0 billion (a 2.1% decrease).
As for the distribution of profits, taking into account the operating environment, investment plans, andretained earnings, the Company increased the dividend by ¥5.0 per share to a record-high annual
dividend of ¥70.0 per share. As for the fiscal year ending March 31, 2019, the Company plans to further
increase the dividend by ¥5.0 to an annual dividend of ¥75.0 per share, marking the seventh successive
fiscal year of dividend increases.
Taking into comprehensive consideration the operating environment, share price, and financial position,
the Company purchased ¥10.0 billion worth of treasury shares. For the fiscal year ending March 31, 2019,
the Company plans on acquiring up to an additional ¥5.0 billion in treasury shares.
On December 25, 2017, a Group company Nomura Real Estate Development Co., Ltd. received arecommendation for corrective action and direction in respect to the discretionary working system for
management-related work applied to certain employees from the Labor Standard Inspection Office incharge of the headquarters and four local offices. Nomura Real Estate Development Co., Ltd. abandoned
its discretionary working system effective March 31, 2018 and has completed adjustments regarding
unpaid salary following scrutiny of the working hours of the affected employees.
As management, we firmly swear to take the necessary steps so that this does not occur again. In addition,
we are committed ensuring labor management and improving the workplace environment to enable
employees to work in a positive manner with peace of mind with the aim of restoring the trust ofshareholders and society and the confidence of employees in the company and its management.
We will properly manage the Group’s businesses across the Group in order to implement “wellness
management,” which links valuing the physical and psychological health of employees and energeticallyundertaking work to sustained corporate growth.
With “New Value, Real Value” as our Group Vision, we are firmly aware that we are an adaptive
company with an eye on changes in society and the future and 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
14th 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 4, 2018

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 14th Ordinary General Meeting of Shareholders
Dear Shareholder:
You are cordially invited to attend the 14th 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 25(Monday), 2018.
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, etc.” on page 6, and enter your approval ordisapproval for the proposal listed thereon before the deadline stated above.

Description
1. Date and Time:

Tuesday, June 26, 2018, 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 14th term (from April 1, 2017
to March 31, 2018); 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: Determination of Amount of Compensation, etc. for Directors (Excluding
Director & Audit & Supervisory Committee Members) and Decision on
Amounts and Details of Performance-based Stock Incentive Plan

–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]
https://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 21),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 26, 2018
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 25, 2018
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 25, 2018
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 Monday, June 25, 2018
1. Access the Website for Exercising of Voting Rights
Access the website for exercising voting rights (https://evote.tr.mufg.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. (Please note that it is not possible to complete this procedure via
your cell phone, nor is it possible to designate cell phone address for text messages as the e-mailaddress 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) (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.
Nomination of the candidates for Director has passed through the deliberation process of theAdvisory Committee Relating to Nominations and Compensation, a majority of whose members areExternal Directors.
Also, the Audit & Supervisory Committee has expressed the opinion that this proposal isappropriate and there are no matters of concern.
The candidates for Director are as follows.

No.

Name

Position in the Company

Number ofmeetings ofBoard ofDirectors
attended(14th term)

1

Atsushi Yoshikawa

Reelection

Director, and Chairman of theBoard of Directors

10/10*1

2

Eiji Kutsukake

Reelection

President and Representative
Director, and Chief Executive
Officer

14/14*2

3

Seiichi Miyajima

Reelection

Executive Vice President andRepresentative Director

19/19

4

Toshiaki Seki

Reelection

Executive Vice President andRepresentative Director

19/19

5

Hiroyuki Kimura

Reelection

Director and Executive Officer

19/19

6

Makoto Haga

Reelection

Director and Executive Officer

10/10*1

7

Shigeru Matsushima

Reelection
External Director
Independent Director

External Director

19/19

8

Satoko Shinohara

Reelection
External Director
Independent Director

External Director

18/19

*1
*2

The figure indicates the number of the meeting of Board of Directors held during the fiscal year under review after
assuming office of Director on June 29, 2017.
The figure indicates the number of the meeting of Board of Directors excluding the ones that attendance has been
withheld following the provisions of Article 369, Paragraph 2 of the Companies Act.

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Reelection

No.

Atsushi Yoshikawa

1

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: April 7, 1954)–
10/10 (100%)*
1 yearApr. 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.
Apr. 2017 Director of Nomura Real Estate Development Co., Ltd. (present)
Advisor of Nomura Real Estate Holdings, Inc.
Jun. 2017 Chairman of the Board of Directors of Nomura Real Estate Holdings, Inc. (present)
May 2018 Outside Director of Ryohin Keikaku Co., Ltd. (present)
Significant Concurrent Positions
Director of Nomura Real Estate Development Co., Ltd.
Outside Director of Ryohin Keikaku Co., Ltd.
Reasons for Nomination as a Candidate for Director
Atsushi Yoshikawa has extensive business and management experience in the Nomura Group as well as
experience as Chairman of the Board of Directors of the Company. He has been nominated as a candidate
for Director because it is expected that he will contribute to strengthening the supervisory function of theBoard of Directors and achieving sustained growth and increased corporate value of the Company bydrawing on his substantial management experience and knowledge.
Notes:
1. There is no special conflict of interest between Atsushi Yoshikawa and the Company.
2. The Company has entered into agreement with Atsushi Yoshikawa 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.
*The figure indicates the number of the meeting of Board of Directors held during the fiscal year
under review after assuming office of Director on June 29, 2017.

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Reelection

No.

Eiji Kutsukake

2

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: September 12, 1960)
8,900 shares
14/14 (100%)*
4 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.
*

The figure indicates the number of the meeting of Board of Directors excluding the ones that
attendance has been withheld following the provisions of Article 369, Paragraph 2 of the Companies
Act.

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Reelection

No.

Seiichi Miyajima

3

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: August 3, 1958)
53,000 shares
19/19 (100%)
4 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 Executive Vice
President of the Company. He has been nominated as a candidate for Director because it is expected that
he will continue contributing to achieving sustained growth and increased corporate value of theCompany 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.

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Reelection

No.

Toshiaki Seki

4

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 27, 1958)
33,700 shares
19/19 (100%)
4 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.
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)
Apr. 2018 Executive Vice President and Representative Director of Nomura Real Estate Holdings, Inc.
(present)
Director of Nomura Real Estate Reform Co., Ltd. (present)
President and Representative Director of NF Power Service Co., Ltd. (present)
Responsibilities
Group companies, 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.
Director of Nomura Real Estate Reform Co., Ltd.
President and Representative Director of Nomura Real Estate Wellness Co., Ltd.
President and Representative Director of NF Power Service 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.

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Reelection

No.

Hiroyuki Kimura

5

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: March 30, 1962)
20,700 shares
19/19 (100%)
4 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
Asset Management Co., Ltd.)
Oct. 2011 Managing Director of Nomura Real Estate Asset Management Co., Ltd.
May 2012 Executive Officer of Nomura Real Estate Holdings, Inc.
Jun. 2012 Director and Executive Officer of Nomura Real Estate Holdings, Inc.
Apr. 2013 Director and Managing Executive Officer of Nomura Real Estate Development Co., Ltd.
Jun. 2013 Executive Officer of Nomura Real Estate Holdings, Inc.
Jun. 2014 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Responsibilities
Group CFO, Investor Relations
Significant Concurrent Positions
None.
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 –

Reelection

No.

Makoto Haga

6

Shareholdings:
Attendance at meeting of Board of Directors:
Term of office:(Date of Birth: June 22, 1966)
7,200 shares
10/10 (100%)*
1 yearApr. 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.
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.
Director of Geo Akamatsu Co., Ltd.
Director of Nomura Real Estate Reform Co., Ltd. (present)
Director of PRIME X. Co., Ltd.
Director of Nomura Real Estate Wellness Co., Ltd.
Jun. 2017 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present)
Responsibilities
Supervisor of Management Division, Corporate Communications Dept.
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 Reform Co., Ltd.
Reasons for Nomination as a Candidate for Director
Makoto Haga 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 contribute to achieving
sustained growth and increased corporate value of the Company by drawing on substantial experience andknowledge he has accumulated on corporate planning and management of affiliated companies, and otheroperations.
Note: There is no special conflict of interest between Makoto Haga and the Company.
*

The figure indicates the number of the meeting of Board of Directors held during the fiscal year
under review after assuming office of Director on June 29, 2017.

– 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:–19/19 (100%)
5 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)
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
None.
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 five 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:–18/19 (94%)
4 years

Apr. 1983 Joined Koyama Atelier (currently, Hisao Kohyama 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 (currently, Living
Design Institute LLC)
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
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 four 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. Satoko Shinohara is an Independent Director/Auditor as stipulated under the regulations of theTokyo Stock Exchange. If her election is approved, the Company will continue to designate her as
Independent Director/Auditor. Although the companies that Satoko Shinohara represents as well as
the university that she serves as Professor 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) Japan Women’s University, for which Satoko Shinohara serves as Professor, has the above
described transactions with both the Company and Nomura Real Estate Development Co., Ltd.
The transaction amount in the most recent business year represents less than 2% of the revenueof said university and of the consolidated operating revenue of the Company.

– 15 –

(3) The sum of the amounts stipulated in above (1) and (2) represents less than 2% of theconsolidated operating revenue of the Company.
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 our 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.

– 16 –

Proposal No. 2: Determination of Amount of Compensation, etc. for Directors (Excluding Director& Audit & Supervisory Committee Members) and Decision on Amounts andDetails of Performance-based Stock Incentive Plan
1.

Determination of amount of compensation, etc. for Directors (excluding Director & Audit &Supervisory Committee Members)
The maximum amount of annual compensation for Directors (excluding Director & Audit &Supervisory Committee Members) of the Company was set at ¥650 million (excluding the portion of
employee salaries for directors who are concurrently employees) at the 11th Ordinary General Meetingof Shareholders held on June 26, 2015, and the compensation consists of “fixed compensation,” “bonus”
and “stock options” within that maximum amount. (The Company intends to grant stock options withinthat maximum amount as compensation for Directors for the 14th business year.)
Considering the abolishment of stock options in connection with the introduction of theperformance-based stock incentive plan described in 2. below and the economic conditions and othervarious factors, the Company proposes that the maximum amount of annual compensation, etc. (“fixedcompensation” and “bonus”) for Directors (excluding Director & Audit & Supervisory Committee
Members) will be set at ¥550 million (excluding the portion of employee salaries for directors who areconcurrently employees), which will be paid in addition to the performance-based stock incentive plan
described in 2. below.
As described above, the Company will abolish the current stock options system after granting
stock options as compensation for Directors for the 14th business year and will not grant any new stock
options thereafter. However, any share acquisition rights which have been already granted as stock
options but not yet exercised will continue to exist.
The current number of Directors (excluding Director& Audit & Supervisory Committee
Members) is eight (8) (of which two (2) are External Directors), and if Proposal No. 1 (“Election ofEight (8) Directors (Excluding Director& Audit & Supervisory Committee Members)”) is approved in
its original form, the number of Directors (excluding Director & Audit & Supervisory Committee
Members) at the conclusion of this General Meeting of Shareholders will remain the same at eight (8)(of which two (2) are External Directors).

2.

Decision on Amounts and Details of Performance-based Stock Incentive Plan
(1) Reason for the Proposal and Rationale for such Compensation
As described in 1. above, the compensation for Directors (excluding Director & Audit &Supervisory Committee Members) of the Company currently consists of “fixed compensation,”“bonus” and “stock options.” The Company requests the shareholders to approve the introductionof new stock incentive plan (the “Plan”) for Directors (excluding Director & Audit & Supervisory
Committee Members, External Directors and non-residents of Japan; the same applies
hereinafter) of the Company to take the place of stock options in the compensation structure. In
addition, the Company asks the shareholders to permit the Board of Directors to decide thedetails of the Plan within the scope described in (2) below at its sole discretion.
By linking Directors’ compensation to the Company’s share price, the Plan is expected to have aneffect similar to “stock options” in that it will create an incentive to enhance corporate value of
the Company in the medium to long term and align interests with the Company’s shareholders.
At the same time, the achievement-linked portion of the Plan links the level of stock-based
compensation to performance three years later, thereby being more suited to the medium- to longterm business periods that are characteristic of the real estate business and providing a clearer
incentive to improve medium-term performance. In addition, the non-achievement-linked portionof the Plan creates incentives to contribute to the Group and enhance corporate value over thelong term because the vesting of stock under the portion is in principle delayed until the officer’s
resignation. Because the Plan is expected to have these effects not present in the “stock options”,
the Company considers the introduction of the Plan to be appropriate.
The Plan proposes to provide performance shares, etc. to Directors in addition to the maximum
amount of compensation, etc. for Directors (excluding Director & Audit & Supervisory
Committee Members) described in 1. above.

– 17 –

The number of Directors subject to the Plan at the conclusion of this General Meeting of
Shareholders will be six (6), excluding two (2) External Directors, if Proposal No. 1 (“Election ofEight (8) Directors (excluding Director & Audit & Supervisory Committee Members)”) isapproved in its original form.
The introduction of the Plan, including the details in 1. above, has been reviewed by the Advisory
Committee Relating to Nominations and Compensation, a majority of whose members areExternal Directors.
The Audit & Supervisory Committee judged that the details of the Proposal, including the details
in 1. above, are appropriate and there are no matters of concern.
(2) Amount of and Other Terms and Conditions of Compensation, etc. under the Plan
1) Outline of the Plan
The Plan is a performance share plan under which the Company’s shares are acquired througha trust using the amount of money to be contributed by the Company and the Company’s
shares and the amount of money equivalent to the converted value of such Company’s shares(the “Company Shares, etc.”) are vested or paid (“vested, etc.”) to Directors through the trustin accordance with the share delivery regulations provided for by the Board of Directors (see2) onward for the details).
The Plan consists of an “achievement-linked portion,” under which the Company Shares, etc.
are vested, etc. three years after the beginning of each business year, and a “nonachievement-linked portion,” under which the Company Shares, etc. are vested, etc. upon the
resignation of all Directors and officers of the Group in principle.
(i) Persons subject to thePlan

Directors (excluding Director& Audit & Supervisory Committee
Members, External Directors and non-residents of Japan) of theCompany(ii) Impact which the Company’s shares would have on the total number of shares issued
The maximum amount is ¥730 million in three business years
Maximum
amountofmoney to be contributed by(as stated in 2) and 3) below)
the Company
Maximum number of theCompany Shares, etc.
(including the Company’s
sharessubjecttoconversion into cash) to bevested, etc. to Directors
and the acquisition method
for such shares(iii) Measurement of thelevel of achievement of
performance targets



The maximum number of the Company Shares, etc. to bevested, etc. is 423,000 shares in three business years (asstated in 4) below)The yearly average at 141,000 shares of the aforementioned
maximum number is approximately 0.07% of the total
number of shares issued of the Company (as of March 31,
2018, after deducting treasury shares)



The Trust will acquire the Company’s shares from theCompany (disposition of treasury shares) or the stock
market

The achievement-linked portion varies between 0% and200% depending on the level of achievement of
performance targets
The achievement-level indicators include target figures of
consolidated operating profit and profit attributable toowners of parent, etc. set under the management plan(iv) Timing of vesting, etc.
of Company Shares,etc.

Achievement-linked
portionThree years after the beginning ofeach business year

Non-achievement-linked
portionUpon resignation of all Directors
and officers of the Group in
principle– 18 –

2) Maximum Amount of Money to be Contributed by the Company
The Plan covers three consecutive business years (the Plan initially covers the three businessyears from the business year ending March 31, 2019 to the business year ending March 31,
2021 and, if the term described in 3) below is extended, the Plan will apply to each threebusiness years thereafter; the “Covered Period”).
The Company will establish a trust whose beneficiaries are Directors satisfying beneficiary
requirements (the “Trust”) by contributing trust money to the Trust as compensation for
Directors of the Company up to the maximum amount of ¥730 million for the Covered Period(including the extended term as described in 3) below; the same applies hereinafter). The
Trust will acquire the Company’s shares from the Company (disposition of treasury shares) or
the stock market using the trust money in accordance with the directions of the Trustadministrator.
3) Extension of the Covered Period
At the expiration of the Covered Period of the Trust, if it is decided that the Covered Period is
to be extended, the Trust may be continued by modifying the Trust Agreement and entrusting
additional money. In this case, the Covered Period and the Trust term shall be extended
further for three years, and the Company will make additional contributions within the
maximum amount of ¥730 million for each extended Covered Period and continue to grant
points and vest, etc. the Company Shares, etc. to Directors during the extended Covered
Period and the Trust term; provided, however, that in cases where such additional
contributions are to be made, when there are any Company’s shares (excluding Company’s
shares which are expected to be vested, etc. based on the number of points granted to
Directors) and money remaining in the trust property (together with the Company’s sharesremaining, the “Residual Shares, etc.”) as at the last day of the Covered Period prior to theextension, the sum of the amount of Residual Shares, etc. and additional trust money to becontributed shall be within the upper limit of ¥730 million.
In addition, if no modification of the Trust Agreement is made and no additional money isentrusted at the expiration of the Covered Period of the Trust, no points will be granted to
Directors thereafter; provided, however, that if any Director who might satisfy the beneficiary
requirements holds office at that time, the Trust term may be extended for up to ten years
until such Director resigns from all position of Directors and officers at the Group and thevesting, etc. of the Company Shares, etc. is completed in principle.
4) Calculation Method and Maximum Number of Company Shares, etc. to be Vested, etc. to
Directors
The number of Company Shares, etc. to be vested, etc. to Directors shall be determined basedon the number of points granted in accordance with the formula below, converting one point
to one Company’s share. If the number of Company’s shares under the Trust is increased or
decreased through a stock split, allotment of shares without contribution or consolidation ofshares, among others, the Company will adjust the number of Company Shares, etc. to bevested, etc. per one point and the total number of the Company’s shares, etc. to be vested, etc.
based on the ratio of such increase or decrease.
Calculation formula of points(i) Achievement-linked portion
A number of points obtained by dividing the amount of base compensation determined inadvance with respect to each executive position by the share price at which the Trust
acquired the Company’s shares (the “Number of PS Points”) shall be granted to Directors
who hold office on the last day of each business year during the Covered Period. The
number of achievement-linked points shall be calculated by multiplying the Number of PS
Points granted for each business year by the achievement-linked coefficient determinedbased on the level of achievement of performance targets three years after the beginningof the applicable business year.
Formula of the number of achievement-linked points:
Number of PS Points × Achievement-linked coefficient*– 19 –

* The achievement-linked coefficient varies between 0% and 200% depending on the level ofachievement of target figures of consolidated operating profit and profit attributable to owners ofparent, etc. set under the management plan.

(ii) Non-achievement-linked portion
A number of points obtained by dividing the amount of base compensation determined inadvance with respect to each executive position by the share price at which the Trust
acquired the Company’s shares (the “Number of RS Points”) shall be granted to Directors
who hold office on the last day of each business year during the Covered Period on a
cumulative basis (such accumulated Number of RS Points, the “Number of NonAchievement-Linked Points”).
The maximum total number of the Company Shares, etc. to be vested, etc. to Directors by
the Trust is 423,000 shares in total for three business years. Such maximum number ofshares has been set by reference to the past share price, etc. taking into consideration the
maximum amount of money in 2) above.
5) Timing and Method of Vesting, etc. of Company Shares, etc. to Directors(i) Achievement-linked portion
The timing at which Company Shares, etc. pertaining to the achievement-linked portion
are vested, etc. will be three years after the beginning of each business year during the
Covered Period. Directors who meet the prescribed requirements for beneficiaries shallreceive the Company’s shares corresponding to 50% of the number of achievement-linked
points (the number of shares less than a share unit will be rounded down), and receive
money equivalent to the Company’s shares corresponding to the number of remaining
achievement-linked points that are converted into cash under the Trust.
(ii) Non-achievement-linked portion
The timing at which Company Shares, etc. pertaining to the non-achievement-linked
portion are vested, etc. will be after the resignation from all position of Directors andofficers at the Group in principle. Directors who meet the prescribed requirements forbeneficiaries shall receive Company’s shares corresponding to 50% of the Number of
Non-Achievement-Linked Points granted by the time of resignation (the number of sharesless than a share unit will be rounded down), and receive money equivalent to Company’s
shares corresponding to the remaining Number of Non-Achievement-Linked Points thatare converted into cash under the Trust.
6) Voting Rights Related to the Company’s Shares under the Trust
Voting rights related to the Company’s shares under the Trust shall not be exercised during
the Trust term to ensure the neutrality of the Company management.
7) Treatment of Dividends of Surplus of the Company’s Shares under the Trust
The dividends of surplus pertaining to the Company’s shares under the Trust shall be received
by the Trust and applied to the trust fees and trust expenses. Any money remaining at the time
the Trust finally terminates after application to the trust fees and trust expenses shall becontributed to organizations that are irrelevant to the Group or Directors, etc. of the Group in
principle.
8) Treatment of the Company’s Residual Shares under the Trust
If the Trust is terminated upon expiration of the Trust term and there are residual shares
incurred due to failure to achieve performance targets or any other cause, the Trust will, as ameasure to return profits to shareholders, transfer such residual shares to the Company for no
consideration and the Company will cancel such shares by a resolution of the Board of
Directors.

– 20 –

9) Other Details of the Plan
Other details of the Plan will be determined by the Board of Directors each time the Trust isestablished, the Trust Agreement is modified, and additional money is contributed to the Trust.
Therefore, the Company asks the shareholders to permit the Board of Directors to decidesuch details at its sole discretion.
Reference:
In addition to the provision of performance shares, etc. to Directors of the Company, the approval ofwhich is requested in the Proposal, the Company also intends to provide performance shares, etc. to all orpart of the Directors and Executive Officers (excluding External Directors and non-residents of Japan) of
the Company’s key subsidiaries including Nomura Real Estate Development Co., Ltd. and Nomura Real
Estate Asset Management Co., Ltd. by using a trust. For all recipients entitled to the performance shares,
etc., the maximum amount of money to be contributed to the trust for each Covered Period (threebusiness years) shall be ¥3,836 million and the maximum number of Company Shares, etc. to be vested,
etc. for each Covered Period (three business years) shall be 2,216,400 shares (the yearly average of
738,800 shares is approximately 0.39% of the total number of shares issued of the Company as of March
31, 2018 (after deducting treasury shares)).

– 21 –

(Attached documents)

Business Report(From April 1, 2017 to March 31, 2018)
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 14th term (April 1, 2017 toMarch 31, 2018).
During the fiscal year under review, the Japanese economy recovered gradually overall withmoderate increases in consumer spending backed by improvements in the employment andpersonal income environments, and with corporate activities including increased capital
investment amid strong corporate earnings and improved business sentiment. In regard to theeconomic outlook, the gradual recovery is expected to continue supported by firm economies
in Japan and abroad and improvements in the employment and personal income environments,
although it is necessary to pay careful attention to uncertainty in overseas economies andtrends in financial and capital markets.
In the real estate industry, the housing sales market saw sales prices continue to increaseprimarily in the Tokyo metropolitan area while supply volume reached a low level due tointensified competition for the purchase of land, and there was a strengthened trend ofpolarization characterized by a gap in contract rates due to the convenience of certain regions
and properties. In the office market, the business environment is strong primarily due tovacancy rates remaining at a low level, particularly in the Tokyo metropolitan area, supported
by solid demand for offices accompanying corporate business expansion, and the rent level
continuing to rise gradually. In the real estate investment market, although the fundprocurement environment is favorable backed by low interest rates and persistently high realestate prices, the competition for property acquisition continues to be intensified due to strong
demand for property acquisition among investors.
In this business environment, the Nomura Real Estate Group (the “Group”) posted thefollowing consolidated performance for the fiscal year under review: Operating revenue of¥623,762 million, which represents an increase of 9.5% year on year; operating profit of¥76,660 million, a decrease of 0.8%; ordinary profit of ¥68,033 million, a decrease of 1.3%;
and profit attributable to owners of parent of ¥46,029 million, a decrease of 2.1%.
[Residential Development Unit]
Operating revenue in the Residential Development Unit totaled ¥358,745 million, which
represents an increase of 8.8% year on year, and operating profit totaled ¥24,516 million, adecrease of 11.8% year on year, resulting in an increase in operating revenue and a decreasein operating profit compared with the previous fiscal year.
This was mainly due to a decrease in gross margin ratio, while the number of housing unit
sales in the housing sales business increased. In regards to housing sales, 5,865 units wererecorded as sales (an increase of 298 units year on year), including PROUD CITY
Musashino-Mitaka (Musashino-shi, Tokyo), PROUD TOWER Nagoya Sakae (Naka-ku,
Nagoya-shi, Aichi) for condominiums, and PROUD SEASON Kunitachi-Shikinomachi(Kokubunji-shi, Tokyo) for detached houses.
As of the end of the fiscal year under review, the number of completed housing inventories
totaled 458 units (a decrease of 196 units compared with the end of the previous fiscal year)
and the number of contracted but not recorded housing units totaled 2,831 units (an increaseof 52 units compared with the end of the previous fiscal year).
In the overseas business, the Company has also continued to actively engage in thedevelopment business overseas. This includes a new entry into the housing sales business inThailand following on from China, Vietnam and the Philippines.

– 22 –

[Leasing Unit]
Operating revenue in the Leasing Unit totaled ¥134,941 million, which represents an increaseof 17.3% year on year, and operating profit totaled ¥35,232 million, an increase of 8.2%,
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 from newly-built properties such as
Yokohama Nomura Building (Nishi-ku, Yokohama-shi, Kanagawa) in the Leasing Business,
as well as an increase in revenues from the sales in profitable properties and land for business.
The vacancy rate as of the end of the fiscal year under review has remained at a low level of
0.7% (a decrease of 0.1 percentage points compared with the end of the previous fiscal year).
In addition, we established Nomura Real Estate Hotels Co., Ltd. in October 2017 andlaunched a new hotel brand “NOHGA HOTEL,” for which the Group will provide productdevelopment and services. NOHGA HOTEL UENO (Taito-ku, Tokyo), the first hotel, isscheduled to open in the fall of 2018.
Construction of facilities including the PMO Shibuya office building (Shibuya-ku, Tokyo),
the GEMS Ebisu retail facility (Shibuya-ku, Tokyo), and the Landport Takatsuki logistics
facility (Takatsuki-shi, Osaka) has been completed.
[Investment Management Unit]
Operating revenue in the Investment Management Unit totaled ¥9,378 million, which
represents a decrease of 2.9% year on year, and operating profit totaled ¥5,911 million, adecrease of 1.7%, resulting in decreases in both revenue and operating profit compared withthe previous fiscal year.
This was mainly due to the repercussion from the disappearance in asset acquisition fees
recorded in the previous fiscal year associated with the merger between Nomura Real Estate
Master Fund, Inc. and TOP REIT, Inc.
Assets under management have steadily expanded and totaled ¥1,285,903 million (anincrease of ¥25,838 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 10 properties
and a transaction value of ¥48,010 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 ¥35,703 million, which
represents an increase of 2.5% year on year, operating profit totaled ¥8,452 million, adecrease of 7.4%, resulting in an increase in operating revenue and a decrease in operating
profit compared with the previous fiscal year.
This was mainly due to an increase in expenses for new branches while the number oftransactions and total transaction value in property brokerage increased.
In the retail business, we opened the following new branch stores: Omiya Center (Omiya-ku,
Saitama-shi, Saitama) and Tachikawa Center (Tachikawa-shi, Tokyo) in April 2017 andHatanodai Center (Shinagawa-ku, Tokyo), Komagome Center (Toshima-ku, Tokyo), andAbeno Center (Abeno-ku, Osaka-shi, Osaka) in October 2017, and the total number of branch
stores is 78. We are also actively rolling out new services that utilize ICT, such as website
content “VR Home Staging” and “Condominium Data Plus.”
In the wholesale business, we are steadily increasing transaction value by offering proposals
for effective real estate utilization to Japanese companies, and meeting inbound investment
needs, particularly of investors from Asia.
*

CRE: Corporate Real Estate– 23 –

[Property & Facility Management Unit]
Operating revenue in the Property & Facility Management Unit totaled ¥101,087 million,
which represents an increase of 5.6% year on year, and operating profit totaled ¥7,076
million, an increase of 2.0%, resulting in increases in both revenue and operating profit
compared with the previous fiscal year.
This was mainly due to an increase in revenue of property and facility management with theincrease in the number of properties under management, as well as an increase in revenue
from construction orders for various reasons, including providing the large-scale repair work
service “re:Premium,” which supplies long-term guarantees for “PROUD,” Nomura Real
Estate Development Co., Ltd.’s condominium brand.
In the fitness club business, we opened fitness clubs appropriate for the local community andtarget markets, such as a MEGALOS_Shirokanedai (Minato-ku, Tokyo), a city-center typeclub located in a prime location and providing stylish atmosphere, and MEGALOS_Reflet
Kawaramachi Sanjo 24 (Nakagyo-ku, Kyoto-shi, Kyoto), the first women-only around-theclock fitness club in the Kansai area. In the senior business, we also opened OUKAS
Funabashi (Funabashi-shi, Chiba) in October 2017.
In addition, as of the end of the fiscal year under review, the number of buildings undermanagement was 723 buildings (up 21 from the end of the previous fiscal year), and thenumber of condominiums under management was 173,705 units (up 4,706).
[Other Unit]
Operating revenue in the Other Unit totaled ¥107 million, which represents an increase of
1.3% year on year, and operating loss totaled ¥10 million (the previous fiscal year was
operating loss of ¥30 million).
2) Capital investment
In the fiscal year under review, the Company spent a total of ¥73,575 million on capital
investment, including Morisia Tsudanuma (Narashino-shi, Chiba).
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 share acquisition rights in othercompanies
The Company established wholly owned subsidiary Nomura Real Estate Hotels Co., Ltd. on
October 17, 2017.

– 24 –

(2) Trends in operating results and assets in and at the end of the fiscal year under review and themost recent three fiscal years

Classification

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

Operating revenue

12th term(Fiscal year ended
March 31, 2016)

13th term(Fiscal year ended
March 31, 2017)(Millions of yen)
14th term(Fiscal year underreview)(Fiscal year ended
March 31, 2018)567,159

569,545569,680

623,762

Operating profit

71,89480,912

77,271

76,660Ordinary profit

63,681

72,67968,952

68,033

Profit attributable to owners of parent

38,44147,18247,00546,029Basic earnings per share (Yen)
Total assets

201.28246.42245.10240.891,369,226

1,485,449

1,593,093

1,673,692

Net assets

461,031456,408

493,813514,982

Net assets per share (Yen)2,061.86

2,320.84

2,508.73

2,664.70(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.

200

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.

100

100.0

Planning and operation of sports facilities

Nomura Real Estate Heating andCooling Supply Co., Ltd.

480

100.0

Supply of heat as provided for under theHeat Supply Business Act

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 Hotels Co., Ltd.

100

100.0

Planning and operation of hotels

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.

The Company established Nomura Real Estate Hotels Co., Ltd. on October 17, 2017 and made it a new major
subsidiary.
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.

– 25 –

(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.
During the fiscal year under review, in the Development Sector, the recovery of business speed in
the housing sales business was accelerated, and we expanded both the leasing business andproperty development business. For the Service & Management Sector, we steadily generated
business growth in business fields and environments different than those of other sectors andcontributed to the Group’s growth.
As we head into the final business year of Phase 1 of the Mid- to Long-term Business Plan, we
will improve the profitability of the housing sales business, increase rental revenue throughvarious efforts including strengthening the relationship with tenants in the leasing business, andexpand the share of business in the Service & Management Sector. In the field of new businesses,
we will promote growth in the senior and hotel businesses and aggressively expand overseas
business.
In addition to the above, we will continue aiming to build a portfolio that balances the Residential
Development Unit, Leasing Unit and Service & Management Sector, and, while maintaining astable financial foundation and high asset efficiency, will pursue the achievement of sustainable
revenue growth and the further improvement of our corporate value.
On December 25, 2017, a Group company Nomura Real Estate Development Co., Ltd. received arecommendation for corrective action and direction in respect to the discretionary working
system for management-related work applied to certain employees from the Labor Standard
Inspection Office in charge of the headquarters and four local offices (Kansai Regional Office,Nagoya Branch, Sendai Branch and Fukuoka Branch). Based on the corrective action anddirection, Nomura Real Estate Development Co., Ltd. abandoned its discretionary working
system effective March 31, 2018 and has already completed adjustments regarding unpaid salaryfollowing scrutiny of the working hours of the affected employees. The payment will have aminor impact on earnings for the fiscal year under review.
Moreover, the Group as a whole is treating the fact that the death of a Nomura Real Estate
Development Co., Ltd. employee was certified as an industrial accident very seriously. The entire
Group is committed ensuring labor management and improving the workplace environment toenable employees to work in a positive manner with peace of mind with the aim of restoring thetrust of shareholders and society and the confidence of employees in the company and its
management. From the perspective of Group management, we will also work as a corporategroup overall to ensure that similar circumstances do not arise by participating appropriately inthe process of the formulation of measures to prevent recurrence in addition to monitoring
whether the measures to prevent recurrence have been properly implemented. Additionally, we
will strive to implement “wellness management,” which links all officers and employees being
physically and psychologically healthy and energetically undertaking their work to sustained– 26 –

corporate growth, and senior management will continually disseminate and strive for the spreadof understanding and steady implementation of this management style.
We appreciate the continued support and encouragement of our shareholders.
(5) Principal businesses (as of March 31, 2018)
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.
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, design and entrusted management of retailfacilities, and planning and operation of hotels

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, operation of local cooling andheat supply business, development, planning, and operation of housing services
for the elderly, and sale, intermediation, and supply of electric energy

Other Business

Sale and lease of land and buildings– 27 –

(6) Principal business offices (as of March 31, 2018)
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-shi,
Kanagawa
Shinjuku-ku, Tokyo

Nomura Real Estate Reform Co., Ltd.

Head office

Shinjuku-ku, Tokyo

Nomura Real Estate Wellness Co., Ltd.

Head office

Shinjuku-ku, Tokyo

Nomura Real Estate Hotels 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, 2018)
1) Employees in the Group
Unit

Number of employees

Residential Development Unit

1,196

(156)

Leasing Unit

608

(62)

Investment Management Unit

152

(1)

Property Brokerage & CRE Unit

1,511

(109)

Property & Facility Management Unit

2,810

(3,142)Other Unit
Group overall (in common)
Total
Notes: 1.

2.

2

(0)

357

(13)

6,636

(3,483)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

24

Decrease of 7

45.2

2.9

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 192 employees of Nomura Real Estate Development Co., Ltd.
who concurrently serve for both companies.

(8) Status of principal lenders (as of March 31, 2018)
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 associates. 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.

97,500Sumitomo Mitsui Banking Corporation

92,500Mizuho Bank, Ltd.

77,500Sumitomo Mitsui Trust Bank, Limited

48,000Resona Bank, Limited

46,000Mitsubishi UFJ Trust and Banking Corporation

46,000Note: On April 1, 2018, The Bank of Tokyo-Mitsubishi UFJ, Ltd. changed its corporate name, and is now MUFG Bank, Ltd.

(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, 2018)
1) Total number of shares authorized to be issued by the Company: 450,000,000 shares2) Total number of shares issued:
192,155,201 shares(including 3,956,956 treasury shares)
Note: The total number of shares issued increased by 277,400 shares due to the exercise of stock options.

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

30,866
Number of shared held
(Hundreds of shares)

Shareholding ratio (%)

Nomura Holdings, Inc.

647,775

34.41

Japan Trustee Services Bank, Ltd. (Trust account)

99,658

5.29

BNYMSANV AS AGENT/CLIENTS LUX UCITS NON
TREATY 1

60,741

3.22

Name

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

54,802

2.91

Japan Trustee Services Bank, Ltd. (Trust account 9)39,406

2.09

Nomura Real Estate Holdings Employee Shareholding
Association

29,188

1.55

STATE STREET BANK WEST CLIENT - TREATY 505234

25,382

1.34

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

25,054

1.33

STATE STREET BANK - WEST PENSION FUND CLIENTS- EXEMPT 505233

23,193

1.23

HSBC BANK PLC A/C CLIENTS 1

23,187

1.23

Notes: 1.
2.

Although the Company holds 3,956,956 treasury shares, it is excluded from the list of major shareholders above.
The 3,956,956 treasury shares are excluded in the calculation of the shareholding ratio.

5) Other important matters relating to shares
The Company resolved the acquisition of treasury shares, under Article 459, Paragraph 1 of
the Companies Act and Article 32 of the Company’s Articles of Incorporation, at the meetingof the Board of Directors held on October 26, 2017, and made the acquisition as follows.
Type and number of shares acquired:
Total amount of shares acquired:
Period of acquisition:

3,954,700 common shares¥9,999 million
From October 27, 2017 to March 16, 2018

In order to pay shareholders a return and increase capital efficiency, at the Board of Directors
meeting held on April 26, 2018, a resolution was passed to purchase treasury shares at a total
cost of no more than ¥5.0 billion or acquire up to 2.50 million shares through the market
purchase of common shares of the Company available on the Tokyo Stock Exchange during
the period from April 27, 2018 to March 31, 2019.

– 30 –

(2) Share acquisition rights, etc.
1) Status of share acquisition rights (as of March 31, 2018)
Name of shareacquisition rights
The 3rd shareacquisition rights in
FY2011The 3rd shareacquisition rights in
FY2012The 2nd shareacquisition rights in
FY2013
The 3rd shareacquisition rights in
FY2013
The 1st shareacquisition rights in
FY2014
The 2nd shareacquisition rights in
FY2014
The 3rd shareacquisition rights in
FY2014
The 1st shareacquisition rights in
FY2015The 2nd shareacquisition rights in
FY2015
The 3rd shareacquisition rights in
FY2015
The 1st shareacquisition rights in
FY2016The 2nd shareacquisition rights in
FY2016
The 3rd shareacquisition rights in
FY2016The 1st shareacquisition rights in
FY2017The 2nd shareacquisition rights in
FY2017
The 3rd shareacquisition rights in
FY2017
Notes: 1.
2.

Date ofresolution on
issuance

Number ofshareacquisitionrightsNumber ofcommon sharessubject to shareacquisitionrightsExercise period ofshare acquisition rights

Exercise priceof shareacquisitionrights per share(Yen)

July 28, 2011

2,278

227,800

From August 23, 2013
to August 22, 2018

1,457

July 26, 2012

2,427

242,700

From August 23, 2014
to August 22, 2019

1,451

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

1,944

194,400

From 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

1,575

157,500

From 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

June 29, 2017

398

39,800From July 21, 2020 toJuly 20, 2025

1

June 29, 2017

2,283

228,300

From July 21, 2020 toJuly 20, 2025

1

June 29, 2017

4,564

456,400

From July 21, 2020 toJuly 20, 2025

2,400

The number of the shares subject to a share acquisition right is 100.
In principle, a person who has received the allotment of the share acquisition rights 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 exerciseof the share acquisition rights on a continuing basis.

– 31 –

2) Status of share acquisition rights held by the officers of the Company (as of March 31, 2018)
Name of share acquisition rights

Directors (excluding Audit & Supervisory
Committee Members and External Directors)

Directors (Audit & Supervisory Committee
Members)

Number of shareacquisition rights

Number of holders

Number of shareacquisition rights

Number of holders

The 3rd share acquisition rights
in FY2011

–

–

27

1

The 3rd share acquisition rights
in FY2012

70

3

27

1

The 2nd share acquisition rights
in FY2013

26

1

–

–

The 3rd share acquisition rights
in FY2013

103

4

33

1

The 1st share acquisition rights
in FY2014

200

3

–

–

The 2nd share acquisition rights
in FY2014

42

1

–

–

The 3rd share acquisition rights
in FY2014

160

5

–

–

The 1st share acquisition rights
in FY2015

234

4

–

–

The 2nd share acquisition rights
in FY2015

42

1

–

–

The 3rd share acquisition rights
in FY2015

193

5

–

–

The 1st share acquisition rights
in FY2016

378

4

–

–

The 2nd share acquisition rights
in FY2016

65

1

–

–

The 3rd share acquisition rights
in FY2016

193

5

–

–

The 1st share acquisition rights
in FY2017

398

6

–

–

The 3rd share acquisition rights
in FY2017

249

6

–

–

Note: Share acquisition rights 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 share acquisition rights delivered to employees, etc., during the fiscal year underreview
Officers or employees of the Company’s
subsidiaries

Employees of the Company
Name of share acquisition rights

Number of shareacquisition rights
delivered

Number ofindividuals to whomshare acquisitionrights have beendelivered

Number of shareacquisition rights
delivered

Number ofindividuals to whomshare acquisitionrights have beendeliveredThe 2nd share acquisition rights
in FY2017

–

–

2,283

90

The 3rd share acquisition rights
in FY2017

–

–

4,315

331

4) Other important matters relating to share acquisition rights, etc.
Not applicable.

– 32 –

(3) Status of company officers
1) Directors (as of March 31, 2018)
Position and responsibility in the
CompanySignificant concurrent positions

Atsushi Yoshikawa

Director and Chairman of the Board of
Directors

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

President 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

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 CFO
Investor relations

Name

Makoto Haga

Director and Executive Officer
Supervisor of Management Division
Management of affiliated companies–
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 Nomura Real Estate Wellness Co., Ltd.
Director of PRIME X. Co., Ltd.

Shigeru Matsushima

Director

Satoko Shinohara

Director

Professor of Japan Women’s University
Representative Director of Spatial Design Studio
Representative Director of Kengo Kuma andAssociates–

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.
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.

Satoshi Ogishi

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

– 33 –

Name

Position and responsibility in the
CompanySignificant concurrent positions

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.

Atsushi Yoshikawa and Makoto Haga were elected as director at the Ordinary General Meeting of Shareholders heldon June 29, 2017, and assumed their respective offices.
2. Kamezo Nakai and Yukoh Yoshida retired from their positions as director at the conclusion of the Ordinary General
Meeting of Shareholders held on June 29, 2017.
3. Directors Shigeru Matsushima and Satoko Shinohara, and Directors (Audit & Supervisory Committee Members)
Satoshi Ogishi, Akira Yamate and Akira Ono are External Directors.
4. Directors Shigeru Matsushima and Satoko Shinohara, and Directors (Audit & Supervisory Committee Members)
Satoshi Ogishi, Akira Yamate and Akira Ono are Independent Directors/Auditors as stipulated under the regulationsof the Tokyo Stock Exchange.
5. Director (Audit & Supervisory Committee Member) Takao Orihara has extensive knowledge of finance andaccounting from his many years of business experience in finance.
6. Director (Audit & Supervisory Committee Member) Shigeki Fujitani has extensive knowledge of finance and audit
from his many years of business experience in finance.
7. 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.
8. 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.
9. Director Shigeru Matsushima retired from his position as External Director of CAC Holdings Corporation on March
27, 2018.
10. The name of Director Satoko Shinohara as described here and above is her professional name, but her name on thefamily register is Satoko Kuma.
11. Director Satoko Shinohara resigned from her position as Representative Partner of Living Design Institute LLC on
October 5, 2017.
12. Director (Audit & Supervisory Committee Members) Satoshi Ogishi retired from his position as External Director of
Oracle Corporation Japan on August 23, 2017.
13. As of April 1, 2018, positions and responsibilities and significant concurrent positions of Directors Toshiaki Seki
and Makoto Haga, and Directors (Audit & Supervisory Committee Members) Takao Orihara and Shigeki Fujitani
are as follows:
Position and responsibility in the
Name
Significant concurrent positions
Company
Toshiaki Seki

Executive Vice President andRepresentative Director
Group companies
Unit Manager of Property & Facility
Management Unit

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

Makoto Haga

Director and Executive Officer
Supervisor of Management DivisionCorporate Communications Dept.

Director and Managing Executive Officer of Nomura
Real Estate Development Co., Ltd.
Director of NREG TOSHIBA BUILDING Co., Ltd.
Director of Nomura Real Estate Reform Co., Ltd.

– 34 –

Position and responsibility in the
CompanyName

Significant concurrent positions

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.
Audit & Supervisory Board Member of Nomura Real
Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura Real
Estate Hotels Co., Ltd.

Shigeki Fujitani

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 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 Nomura Real
Estate Wellness Co., Ltd.
Audit & Supervisory Board Member of Nomura Real
Estate Hotels Co., Ltd.
Audit & Supervisory Board Member of PRIME X.
Co., Ltd.

2) Outline of limited liability agreements
Directors Atsushi Yoshikawa, 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 performtheir 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
Directors (excluding Audit & Supervisory Committee
Members)(Of which, External Directors)
Directors (Audit & Supervisory Committee Members)(Of which, External Directors)
Total
Notes: 1.
2.

3.

Number of persons paid

Amount paid
(Millions of yen)

10

497

(2)

(28)

5
(3)

120
(43)

15

618

The figures above include Directors who retired during the fiscal year under review.
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 (¥137 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 (¥81 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

Name

Significant concurrent positions

Relationship with the Company

Director

Shigeru Matsushima

External Director of CAC Holdings
Corporation

Not applicable

Director

Satoko Shinohara

Professor of Japan Women’s
University

The Company has business relations
with said university in the form ofreceiving consulting services.

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 Living
Design Institute LLC

Not applicable

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

Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)

Notes: 1.
2.
3.

Director Shigeru Matsushima was External Director of CAC Holdings Corporation but he retired from his position
on March 27, 2018.
Director Satoko Shinohara was Representative Partner of Living Design Institute LLC but she resigned on October 5,
2017.
Director (Audit & Supervisory Committee Member) Satoshi Ogishi was External Director of Oracle Corporation
Japan but he retired from his position on August 23, 2017.

– 36 –

b. Main activities for the fiscal year under review
Category

Name

Main activities

Director

Shigeru Matsushima

Mr. Matsushima attended 19 out of 19 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 as necessary.

Director

Satoko Shinohara

Ms. Shinohara attended 18 out of 19 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 as necessary.

Director
Satoshi Ogishi(Audit & Supervisory
Committee Member)

Mr. Ogishi attended 18 out of 19 meetings of the Board of Directors and 12 outof 12 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 as necessary.

Director
Akira Yamate(Audit & Supervisory
Committee Member)

Mr. Yamate attended 18 out of 19 meetings of the Board of Directors and 11
out of 12 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 as necessary.

Director
Akira Ono
(Audit & Supervisory
Committee Member)

Mr. Ono attended 19 out of 19 meetings of the Board of Directors and 12 out of
12 meetings of Audit & Supervisory Committee held during the fiscal year
under review and asked questions and expressed opinions on proposals,deliberations and other matters as necessary.

Note: As stated in (4) Issues to address in 1. Current status of the Group above, a Group company Nomura Real Estate
Development Co., Ltd. received a recommendation for corrective action and direction in respect to the discretionary
working system for management-related work applied to certain employees from the Labor Standard Inspection Office.
All the External Directors have fulfilled their duties by actively expressing their opinions from an independent andobjective standpoint at meetings of the Board of Directors and providing recommendations for the consideration of
measures to prevent recurrence as a corporate group overall from the perspective of Group management.

– 37 –

(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

63

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

185

Notes: 1.

2.

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.
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
The Company pays compensation to the Accounting Auditor for services related to preparing
the comfort letter associated with bond issuance and consulting services related to building aframework for internal controls of affiliated companies, which are outside the services under
Article 2, Paragraph 1 of the Certified Public Accountants Act.
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.

– 38 –

(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 thatthe execution of duties of the
Directors and Executive
Officers complies with laws
and regulations and the
Articles of Incorporation

2)
System for the retention
and management of
information relating to the
execution of duties of the
Directors and Executive
Officers

3)
Rules and other systems
for management of risk of loss

4)
System to ensure theefficient execution of duties of
the Directors and Executive
Officersa.
Aiming to be a corporate group that prospers together with its customers andsociety, the Board of Directors has formulated the Nomura Real Estate Group
Code of Action which sets forth the behavior that all Directors, officers andemployees should strive to exemplify. Directors and Executive Officers shall leadby example and comply with this Code 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 andExecutive Officers shall execute their duties in accordance with these Regulationsand Guidelines.
c.
The execution of the duties by Directors and Executive Officers shall be
audited by the Audit & Supervisory Committee.
The Company has formulated the Information Security Provisions, which stipulate
the basic matters concerning the information management system and the handlingof information, to ensure that minutes of General Meetings of Shareholders,
minutes of Board of Directors meetings, and other documents containing
information related to the execution of duties by Directors (excluding Directors &Audit & Supervisory Committee Members) and Executive Officers are stored in an
appropriate place and saved for the stipulated period of time, so that they can bequickly accessed upon request by Directors or Executive Officers at any time.
a.
The Board of Directors shall exercise overall control of risk management inaccordance with the Risk Management Regulations, develop a system to ensure
effective mutual check functions, assign personnel appropriately, provide
education for the development of human resources, fully disseminate theimportance of risk management to all Directors, officers and employees, andformulate appropriate measures to prevent accidents.
b.
To deliberate business risks, the Company has established a Risk
Management Committee comprising Directors, Executive Officers, etc. of theCompany and Group companies designated by the Board of Directors toperiodically monitor, assess, and analyze risks, and deliberate basic principles formeasures to prevent risks that may occur during corporate management andbusiness development, to respond when risks arise, and to prevent 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 atleast 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 andExecutive Officers and general managers of departments and branch offices incharge of Group risk management, PR, management of affiliated companies,
corporate administration, and finance stipulated by the Risk Management
Regulations shall discuss and determine the basic policy for measures to address
the risk. The Company and Group companies shall respond in accordance with thisbasic policy.
a.
To facilitate flexible decision-making concerning the execution of business,certain matters determined by resolution of the Board of Directors among thematters concerning the execution of business at all Group companies shall bedecided through the Management Committee or through an internal approvalsystem.
b.
The Company has introduced an Executive Officer system aiming tostrengthen Group management by separating management oversight and decisionmaking function from business execution function, thereby enhancing theexecution function.
c.
The Board of Directors shall, by resolution, appoint Executive Officers incharge of the execution of business, stipulate their business, and delegate thebusiness operations of the Company. Individual Executive Officers shall executebusiness based on the administrative authorities delegated in accordance with– 39 –

5)
System to ensure thatthe execution of duties of theemployees complies with laws
and regulations and the
Articles of Incorporation

6)
System to ensure theappropriateness of operationsin the corporate groupconsisting of the Company, its
parent company andsubsidiaries

7)
System to ensure thereliability of financial
reporting8)
Items related to the
Directors and employees
aiding the duties of the Audit

internal regulations, etc. and based on Company policies determined by the Boardof 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, and manage progress on a monthly basis. The results ofmonthly progress management shall be reflected into the execution of duties.
As a holding company, the Company established the following compliance systemcovering not just the Company itself but the entire corporate group.
a.
Aiming to be a trusted corporate group that prospers together with its
customers and society, the Company has established the Nomura Real EstateGroup Code of Action which sets forth the behavior that all officers and employees
should strive to exemplify, and ensures that all Directors, officers and employees
comply with the Code of Action.
b.
The Company has established the Risk Management Committee and Group
Compliance Department, 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 can be directed to internal parties (the chairman of the Risk
Management Committee and the Group 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.
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 Estate Group has established the following systems to ensure
appropriate operations.
a.
Aiming to be a trusted corporate group that prospers together with its
customers and society, the Company has established the Nomura Real EstateGroup 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
important matters 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 thecommon purpose of Group management through these activities.
c.
The Risk Management Committee has been established in the Company todiscuss matters concerning internal controls for the entire Group as well as mattersrelated 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 theCompany in advance when determining important matters.
e.
The Company has established the Group Internal Audit Department, which
reviews internal audits performed by Group companies in accordance with theGroup Internal Audit Regulations, thereby maintaining and improving the qualityof audits throughout the entire Group.
f.
The Company has established the CSR Committee and Corporate
Communications Department, and promotes continual education andenlightenment 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 can be directed to internal parties (the chairman of the Risk
Management Committee and the Group 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.
The Company has established the Internal Control Regulations for Financial
Reporting for the Group in accordance with the Financial Instruments andExchange 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 andevaluates their effectiveness.
The Company has established the Audit & Supervisory Committee Department toassist duties of the Audit & Supervisory Committee, and dedicated staffs assigned
to this department perform duties in accordance with the directions and orders– 40 –

& Supervisory Committee,
items related to the
independence of these
Directors and employees fromother Directors (excluding
Director & Audit &Supervisory Committee
Members), and items related
to ensuring the effectivenessof the instructions from the
Audit & Supervisory
Committee to these Directors
and employees
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, andemployees of subsidiaries, andpersons receiving reports fromthem to report to the Audit &Supervisory Committee, andsystem to ensure that thesepeople conducting thereporting shall not be
subjected to adverse treatment
due to such reporting10) Items related to thepolicies on procedures for the
prepayment or reimbursementof expenses arising from theexecution of duties of the
Audit & Supervisory
Committee Members, and thehandling of other expenses or
obligations arising from theexecution of these duties11) Other systems to ensure
the audits of the Audit &Supervisory Committee are
implemented effectively

issued by Audit & Supervisory Committee Members. Directors shall obtain theconsent of the Audit & Supervisory Committee Members designated by the Audit& Supervisory Committee with respect to personnel matters concerning dedicatedstaff of the Audit & Supervisory Committee Department.

a.
When matters arise that may result in significant damage to the Company orGroup 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 shallimmediately report such matters to 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 of internal controls related to financial reporting.
c.
Upon a request from Audit & Supervisory Committee Members designatedby the Audit & Supervisory Committee, Directors, Executive Officers, andemployees of the Company and Group companies shall report the status ofbusiness execution at their respective companies.
d.
The chairman of the Risk Management Committee shall report the content ofreports 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.
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, orother external advisors as necessary to perform audits.

a.
The Audit & Supervisory Committee shall periodically exchange opinionswith the President.
b.
Audit & Supervisory Committee Members shall attend meetings of theManagement 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 andexpress their opinions on the execution 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 stateof business and finances when necessary.
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 advancewith respect to appointments of responsible personnel in the Group Internal Audit
Department.

(Note) Following resolutions at the Board of Directors meetings held on March 15, 2018 and April 26, 2018, somechanges were made to the details. The changes are as follows.

– 41 –

 The description of “The Company has formulated the Board of Directors Regulations and the Operating Guidelines forInternal 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 andGuidelines.” noted in b. in 1) System to ensure that the execution of duties of the Directors and Executive Officers
complies with laws and regulations and the Articles of Incorporation, has been changed to “The Company has
formulated the Board of Directors Regulations and the Organization and Resolutions Rules, which form the basis forreferring matters to, and reporting to, the Board of Directors. Directors and Executive Officers shall execute theirduties in accordance with these Regulations and Rules.” The description of “to periodically monitor, assess, and analyze risks, and deliberate basic principles for measures toprevent risks that may occur during corporate management and business development, to respond when risks arise, andto prevent 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 when necessary, andshall report the content of deliberations to the Board of Directors at least once every three months.” noted in b. in 3)
Rules and other systems for management of risk of loss, has been changed to “to periodically monitor, assess, andanalyze risks, and deliberate basic principles for measures to prevent risks that may occur during corporate
management and business development, to respond when risks arise, and to prevent recurrence, in accordance with the
Risk Management Regulations and the Meeting Bodies Rules. In addition, the Company has established a Group Risk
Meeting comprising Directors, Executive Officers, etc. of Group companies designated by the chairman of the Risk
Management Committee to share risk information and response policies within the Group. The Risk Management
Committee and Group Risk Meeting shall in principle meet bimonthly or when necessary, respectively, and shallreport the content of deliberations to the Board of Directors at least once every three months.”
 The “Group Compliance Department” noted in b. and c. in 5) System to ensure that the execution of duties of theemployees complies with laws and regulations and the Articles of Incorporation as well as in g. in 6) System to ensure
the appropriateness of operations in the corporate group consisting of the Company, its parent company andsubsidiaries, has been changed to the “Group Legal & Compliance Department.” 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,” noted in
b. in 11) Other systems to ensure the audits of the Audit & Supervisory Committee are implemented effectively, hasbeen changed to the “Management Committee, and other important meeting bodies of the Company.”<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)

Compliance2)

Risk management

3)

Internal audits

The Group regards compliance, including the observance of laws and regulations
and corporate 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 andGroup Compliance Department in the Company to promote continual educationand enlightenment activities for the officers and employees of the entire Group,and to provide advice, guidance and support to Group companies.
In the fiscal year under review, compliance training for officers and employees washeld 34 times.
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 andGroup companies, for the purpose of promoting risk management activities within
the Group. The Committee meets once a month in principle, deliberates mattersrelated to risk management, compliance, and information security for the entire
Group, and discusses countermeasures in case risks arise. The contents ofdeliberations 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 theGroup Risk Meeting held 12 meetings, and the contents of deliberations werereported to the Board of Directors.
The Company has established the Group Internal Audit Department, which works
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 reportresults to the Audit & Supervisory Committee, aimed at collaboration with the
Accounting Auditor.

– 42 –

4)

CSR activities

5)
Execution of duties of
the Directors

6)
Execution of duties of
the Audit & Supervisory
Committee

During the fiscal year under review, audit results were reported to the Board of
Directors four times, and reported to the Audit & Supervisory Committee 11 times,
thereby sharing both the problems identified through internal audits as well as
improvement measures.
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 through business.
Based on that policy, we have established CSR Committee, of which members are
Directors, Executive Officers, etc. of the Company and Group companies, as theorganization in which basic policies and important issues of CSR activities of theGroup are deliberated.
In the fiscal year under review, CSR Committee and CSR Promotion Committee
were held seven times in total.
The Board of Directors, in principle, holds its meeting on a monthly basis, decides
important corporate matters, such as basic management policies, and supervises theexecution of duties by Directors and business operations by Executive Officers.
By inviting External Directors, the Company bolsters the oversight function of theBoard of Directors and ensures fair and highly-transparent management.
The Company has introduced an Executive Officer system aiming to strengthenGroup management by separating management oversight and decision-making
function from business 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 in accordance 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 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 19
times. At these meetings, in addition to deliberating and making decisions about
important matters concerning company management, the Board of Directors
regularly received reports from Directors and Executive Officers, allowing theBoard of Directors to oversee the execution of duties and business. The
Management Committee meeting was held 41 times, and certain matters related tobusiness execution by the Company and Group companies were deliberated anddecided upon.
The Audit & Supervisory Committee receives regular reports from the internal
audit department on the implementation status and results of internal audits. Whennecessary, the Audit & Supervisory Committee may request a report to Directors,
Executive Officers, or business execution departments of the Company or Group
companies. The Audit & Supervisory Committee also audits and supervises theexecution of duties by Directors and business operations by Executive Officers
while cooperating with the Accounting Auditor as needed.
Audit & Supervisory Committee Members attend Board of Directors meetings andother important meetings and request reports from business execution departments
as necessary to collect information on the Company’s execution of business
operations.
The Company has established the Audit & Supervisory Committee Department inorder to assist the duties of the Audit & Supervisory Committee and assigns
dedicated staff to implement measures for increasing the effectiveness of audit
operations.
During the fiscal year under review, the Audit & Supervisory Committee meeting
was held 12 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.
As for treasury share purchases, the decision whether to do so will be made taking into
comprehensive consideration financial soundness, share price level, etc.
Based on these policies, concerning dividends for the fiscal year ended March 31, 2018, theCompany has set a year-end dividend per share for the fiscal year ended March 31, 2018 of ¥35– 43 –

as forecasted. Combined with the second quarter-end dividend already paid, the annual dividend
per share will be ¥70. During the fiscal year under review, 3,954,700 treasury shares werepurchased at a total cost of ¥9,999 million.

– 44 –

CONSOLIDATED BALANCE SHEETAs of March 31, 2018
(Millions of yen)
Liabilities

AssetsCurrent Assets:

724,547

Cash and Deposits

52,347

Notes and Accounts Receivable - Trade

17,308

Securities

9,000

Real Estate for Sale

102,884

Real Estate for Sale in Process

261,278

Land Held for Development

228,326

Equity Investments

9,612

Deferred Tax Assets

6,911

Other

36,917

Allowance for Doubtful Accounts(39)

Non-current Assets:

949,145

Property, Plant and Equipment

848,374

Buildings and Structures

239,026

Land

592,550

Other

16,797

Intangible Assets

12,364

Investments and Other Assets

88,406

Investment Securities

42,362

Lease and Guarantee Deposits

23,131

Deferred Tax Assets

14,525

Other

8,387

Allowance for Doubtful Accounts

Total Assets

234,194
41,696102,300
14,99318,807
18
7,679
590
36
48,073
924,515140,000
635,500
60,24160,4033,900
102
18,375
5,991
1,158,710

Net Assets(0)

1,673,692

Current Liabilities:
Notes and Accounts Payable - Trade
Short-term Loans Payable
Income Taxes Payable
Deposits Received
Deferred Tax Liabilities
Provision for Bonuses
Provision for Directors’ Bonuses
Provision for Loss on Business
Liquidation
Other
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
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
Share Acquisition Rights:
Non-controlling Interests:
Total Net Assets
Total Liabilities and Net Assets

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

– 45 –

492,683
117,072
110,316
275,299(10,004)
8,807
4,516
262
7,860
(225)
(3,605)2,424
11,067514,982
1,673,692

CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2018
(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
Interest on Refund
Gain on Transfer of Right to Request Purchase of Shares
Other
Non-operating Expenses
Interest Expenses
Other
Ordinary Profit
Extraordinary Income
Gain on Sales of Non-current Assets
Gain on Sales of Investment Securities
Extraordinary Losses
Impairment Loss
Loss on Building Reconstruction
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.

– 46 –

623,762441,708
182,053
105,393
76,660
773
45
75
25
162
112
351
9,400
7,334
2,065
68,033
3,766
3,311
455
4,077
3,614
462
67,722
23,811(2,755)46,666636
46,029

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETSFor the year ended March 31, 2018
(Millions of yen)
Shareholders’ Equity
Capital Stock

Capital Surplus

116,779

110,023

293

293

Balance at April 1, 2017

Retained
Earnings

Total
Shareholders’EquityTreasury
Shares242,704(3)

469,503

Changes of Items during Year
Issuance of New Shares

586

Dividends of Surplus(13,435)

Profit Attributable to Owners of Parent

46,029Purchase of Treasury Shares(13,435)
46,029(10,001)(10,001)

Net Changes of Items Other Than Shareholders’ Equity
Total Changes of Items during Year
Balance at March 31, 2018

293

293

32,594(10,001)

23,180117,072

110,316

275,299(10,004)

492,683

Accumulated Other Comprehensive Income

Balance at April 1, 2017

Valuation
Difference on
Available-forsale Securities

Deferred
Gains or
Losses on
Hedges

Revaluation
Reserve forLand

Foreign
Currency
Translation
Adjustment

7,947

119

7,860

62

Total
Share
NonRemeasureAccumulated Acquisition controllingments of
Other
RightsInterests
DefinedComprehenBenefit Plans
sive Income(4,129)11,860

1,986

10,462

Total Net
Assets493,813

Changes of Items during Year
Issuance of New Shares

586

Dividends of Surplus
Profit Attributable to Owners of
Parent(13,435)
46,029Purchase of Treasury Shares
Net Changes of Items Other Than
Shareholders’ Equity(3,430)(10,001)

Total Changes of Items during Year

(3,430)142(0)Balance at March 31, 2018

4,516

262

7,860

142

(0)

(288)

523

(3,053)

(288)

523

(3,053)437

604

21,169(225)(3,605)

8,807

2,424

11,067514,982

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

– 47 –

437

604(2,010)NON-CONSOLIDATED BALANCE SHEETAs of March 31, 2018
(Millions of yen)
Liabilities

AssetsCurrent Assets:

352,202

Cash and Deposits

27,099Securities

9,000

Accounts Receivable - Trade

1,755

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

80

132
3,244
840,604
194

Buildings

46

Tools, Furniture and Fixtures

109

Construction in Progress

38

Intangible Assets

2,076

Software

1,171

Other

905

Investment Securities
Shares of Subsidiaries and Associates

173,500

Long-term Loans Receivable from
Subsidiaries and Associates

659,000

Long-term Prepaid Expenses
Deferred Tax Assets
Other

4,991
544
0

Short-term Loans Payable

102,300

Accounts Payable - Other

865

Accrued Expenses

832

Income Taxes Payable

185
33,164

Provision for Bonuses

222

Provision for Directors’ Bonuses

157

Other

24

Non-current Liabilities:

140,000

Long-term Loans Payable

635,500
913,252

Net Assets
Shareholders’ Equity:

277,126

Capital Stock

117,072

Capital Surplus

117,436

Legal Capital Surplus
Retained Earnings
Other Retained Earnings
Retained Earnings Brought Forward
Treasury Shares

52,621
52,621
52,621(10,004)
3

Valuation Difference on Available-forsale Securities

3

Total Net Assets
1,192,806

117,436

Valuation and Translation Adjustments:

Share Acquisition Rights:

Total Assets

775,500

Bonds Payable

Total Liabilities

838,333
296

137,752

Deposits Received

310,890

Property, Plant and Equipment

Investments and Other Assets

Current Liabilities:

Total Liabilities and Net Assets

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

– 48 –

2,424
279,554
1,192,806

NON-CONSOLIDATED STATEMENT OF INCOME
For the year ended March 31, 2018
(Millions of yen)

Operating Revenue
Dividends from Subsidiaries and Associates
Financial Revenue
Business Advisory Fee
Other
Operating Cost
Operating Gross Profit
Selling, General and Administrative Expenses
Operating Profit
Non-operating Income
Interest Income
Dividend Income
Gain on Forfeiture of Unclaimed Dividends
Other
Non-operating Expenses
Commission fee
Other
Ordinary Profit
Extraordinary Income
Gain on Reversal of Share Acquisition Rights
Profit before Income Taxes
Income Taxes - Current
Income Taxes - Deferred
Profit32,093
15,902
11,713
1,078
3,399
7,765
24,327
8,562
15,765
25
0
16
6
1
211
163
47
15,57820
20
15,59994(98)
15,603

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

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NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETSFor the year ended March 31, 2018
(Millions of yen)
Shareholders’ Equity
Capital Surplus

Retained Earnings
Other Retained
Earnings

Total Retained
Earnings

Treasury Shares

Total
Shareholders’Equity50,45250,452(3)

284,372

Dividends of Surplus(13,435)(13,435)

Profit15,603

15,603

Balance at April 1, 2017

Capital Stock

Legal Capital
Surplus

Total Capital
Surplus116,779

117,143

117,143

293

293

293

Retained
Earnings
Brought Forward

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, 2018

586
15,603(10,001)(10,001)

293

293

293

2,168

2,168

(10,001)(7,246)

117,072

117,436

117,436

52,621

52,621(10,004)

277,126

Valuation and Translation
Adjustments

Balance at April 1, 2017(13,435)

Valuation
Difference on
Available-forsale Securities

Total Valuation
and Translation
Adjustments––

Share Acquisition
Total Net Assets
Rights

1,986

286,358

Changes of Items during Year
Issuance of New Shares

586

Dividends of Surplus(13,435)

Profit15,603Purchases of Treasury Shares
Net Changes of Items Other
Than Shareholders’ Equity
Total Changes of Items during
Year

3

3

437

(10,001)
441

3

3

437

(6,804)

Balance at March 31, 2018

3

3

2,424

279,554

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

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

Independent Auditor’s Report
May 11, 2018
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (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, 2017 through March 31, 2018.
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, 2018 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.

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

Independent Auditor’s Report
May 11, 2018
To the Board of Directors
Nomura Real Estate Holdings, Inc.
Ernst & Young ShinNihon LLC
Shuji Kaneko (Seal)
Certified Public Accountant
Designated and Engagement Partner
Toru Nakagiri (Seal)
Certified Public Accountant
Designated and Engagement Partner
Natsuki Saiki (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 14th business year from April 1, 2017 through March 31,
2018.
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 14th business year ended March 31, 2018 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.

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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 14th business year from
April 1, 2017 to March 31, 2018, 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.
As stated in the Business Report, on December 25, 2017, the Company’s subsidiary Nomura Real Estate Development Co.,
Ltd. received a recommendation for corrective action and direction in respect to the discretionary working system for
management related work from the Labor Standard Inspection Office in charge of its offices. As the Audit & Supervisory
Committee, we are treating this situation seriously and will monitor the status of measures by Nomura Real Estate
Development Co., Ltd. to ensure that similar circumstances do not arise again, and efforts by the Group toward implementing
appropriate labor management and improving the workplace environment.
May 17, 2018
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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