CODE of CONDUCTE D O CC O D E
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TCUDNOC CONDUCTCODE of CONDUCTE D O CC O D E
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TCUDNOC CONDUCTMessage

Introduction

Clients

Our People

Society

Nomura Group Corporate Philosophy
PurposeManagement Vision

We aspire to create a better world byharnessing the power of financial markets

Reaching for Sustainable Growth
ValuesEntrepreneurial LeadershipWith passion and courage, we continually innovate to meet the needs of our stakeholders

Teamwork
To build our values and ‘Deliver Together’, we promote diversity and collaboration across divisions and regions

Integrity
Personal integrity is paramount to us. We act honestly, fairly and openly

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CODE of CONDUCT

02

Message

Introduction

Message from the Group CEO

Working with pride and integrity
Kentaro Okuda
President and Group CEO

We announced our Nomura Group Purpose: "We aspire to create a better world byharnessing the power of financial markets". One of the reasons we created our Purpose
is to clearly convey our thoughts and beliefs. We believe that if our work is based on our
Purpose, we will be able to earn the trust of many people and our initiatives will resonate
more. This should lead to greater support for our efforts and sustainable growth as a firm.
Our diverse businesses rely on the trust of our clients and all stakeholders. The trust eachof you builds up, leads to the trust towards the entire group. People pay attention to yourwords and actions not just in business settings, but also in your private life. When just oneof us does something to undermine trust, the entire group is adversely impacted as welose credibility with our clients and stakeholders.
The Code of Conduct serves as our guide for ethical decision-making and proper conduct.
Individual efforts to speak up without hesitation when finding or experiencing something
inappropriate, as well as creating a psychologically safe environment to encourage such
behavior, are critically important.
Nurturing diversity and mutual respect are essential in fostering such an environment.
Respecting others, reaching out to each other, and communicating are also key
components.
It is not enough for us to just comply with rules and regulations. Let us build a firm where
everyone can work with high ethical standards, confidence, and pride.

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CODE of CONDUCT

04

Clients

Our People

SocietyMessage

CODE of CONDUCT |Table of Contents

Introduction

Clients

Our People

Message from the Group CEO

Society

03

Introduction

What does the Code mean?

07

How do we implement the Code?

09

Five questions to ask when in doubt

11

Our Code of Conduct

13

Key points

Conduct for Clients

15

Conduct for Our People

29

Conduct for Society

45

The following notes are inserted for easy reference:

Good Example

05

CODE of CONDUCT

06

For Reference

Q&AMessage

Introduction

Clients

Our People

What does the Code mean?
This Code of Conduct sets out guidelines for Nomura Group directors, officers andemployees to translate the Nomura Group Corporate Philosophy into actions.
We reflect on our actions to ensure that they are in line with the Code.
We promise clients and other stakeholders that we will uphold the highest standards of
ethics and integrity under the Code.
We carry out all of our business activities based on the Code.

The Code is thepillar that supports
Nomura Group.

パーパス

経営ビジョン

PurposeManagement Vision

Code of Business Strategy
Conduct

経営戦略
リスク管理

行動規範

業務運営体制Risk Management
Operating Model

Values
私たちの企業文化 Culture

私たち一人ひとりの価値観

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CODE of CONDUCT

does the Code of Conduct differ from our Founder’s
Q How
Principles, and the Corporate Philosophy?
Corporate Philosophy, which is deeply ingrained in our
A Our
Founder’s Principles, articulates our purpose, sets out our
vision, and clarifies the unchanging values that underpin
everything we do. This Code is established as a guideline foreach of us to translate the values embodied in our Corporate
Philosophy into actions.
Code of Conduct different from other internal rules
Q Isandtheregulations?
Code underpins other internal rules and regulations,
A The
which set forth specific policies and procedures for ensuringthat Nomura Group’s corporate activities and our conduct are
in line with the Code.

Q Who does the Code apply to?
Code applies to all Nomura Group directors, officers and
A The
employees.
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SocietyMessage

Introduction

Clients

Our People

How do we implement the Code?
Employees

Employees have a responsibility to follow the Code as a member of
Nomura Group.
By putting the Code into practice, meet the trust and expectations of
our clients and contribute to ensuring market integrity.

Managers

We may take disciplinary or
In addition, all managers have the following responsibilities.

Lead by example

Managers are expected to lead their team in the right
direction by adhering to the Code.

Embed the CodeManagers are expected to properly explain thecontent of the Code to their team and ensure eachteam member fully understands.

Provide an open
environment

Managers should respect each member of theirteam and listen closely to their ideas to encourage anenvironment of open discussion.

Help your people
growManagers should acknowledge the differences ofeach individual in their team and provide guidanceand development opportunities as necessary.

Evaluate fairly

When evaluating their team members, managers
should take into account each person’s skill-set,
attitude, awareness of compliance, and leadership.

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CODE of CONDUCT

preventive action to address any
violation or potential violation of theCode which infringes on the trust

If the Code isviolated:

placed in us by the market and ourclients, or damages the reputation of
Nomura Group.

In such cases, managers may also
be held accountable.

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SocietyMessage

Introduction

Clients

Our People

Five questions to ask when in doubt
If you are unsure how to act, go back to the basics
and ask yourself the following questions.

ble
rta c?
of li
om pubce eu b madoyld ereou it w
W if

YES

Di
ru d yoles u
an ched ck
re
gu rellat eva
ion nts?

Q What should I do if the answer is NO?
not proceed. Check what the problems are and make
A Do
improvements until you are able to answer YES to all thequestions. If you are still unsure, consult with your manager or

YES

Nomuraeel yourou fgDo y tellin s?
able friendfor tdcom mily an
fa

5 YES
YES

Is the integrityof the market protected?

inte Is it in t
r es ths of e best
the
clien
t?

YES

compliance officer.

should I do if conflicts of interest occur between the
Q Whatclient and the firm?
best interests for the client should be prioritized while
A The
observing the Code of Conduct. When unsure, you should
confirm if you can answer “Yes” to all five “Nomura 5 YES”
questions.

YES

If in doubt, talk to your manager or compliance officer.

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CODE of CONDUCT

12SocietyMessage

Introduction

Clients

Our People

Society

Our Code of Conduct
The Code of Conduct is based on
the following three foundations:
our Clients, Our People, andSociety. The Code has been put
in place to help us translate ourvalues into actions. The following
pages describe each item in detail.

01

Entrepreneurial

Leadership
Teamwork

CONDUCT for CLIENTSCONDUCT for OUR PEOPLECONDUCT for SOCIETY

15

29

45

Pursue the best interestsof our clients

02 Continually enhance ourexpertise and capabilities

03 Leverage our collective

strength

04 Be the most trusted partner forour clients

Integrity

05 Uphold the highest standardsof compliance
06 Handle information properly

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CODE of CONDUCT

07

17

Managing risks appropriately

08 Be passionate about

achieving more

19

21

23
25
27

09 Support for mutual growth

31
33
34

10

Promote teamwork

35

11

Create a comfortable work
environment

36

12

Never pursue self-interests

13

Control gifts and entertainment

14

Be responsible

15

Learn from mistakes

16

Speak up

37
38
39
41
43

17

Move towards the future

47

18

Contribute to asustainable society

49

19

Respect diversity andhuman rights

51

20 Disclose information

appropriately

1452

Message

CONDUCT
for

Introduction

15

CODE of CONDUCTOur People

Society

We always place our clients at the heart of everything we do.
To continue to be the most trusted partner for our clients,
we collaborate with our team members and provide high quality
services.

CONDUCT for CLIENTSCLIENTS

Clients

01

Pursue the best interestsof our clients

17

02

Continually enhance ourexpertise and capabilities

19

03 Leverage our collective strength

21

04

Be the most trusted partner
for our clients

23

05

Uphold the highest standardsof compliance25

06 Handle information properly

16

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Message

Introduction

Clients

Our People

CONDUCT for CLIENTS

To pursue the best interests of our clients:
We serve clients with respect, and understand their needs and interests
We provide thorough explanation considering the client’s understanding
and experience
We strive to provide proposals that exceed client expectations

01

Pursue the best interests of our clients

Whether or not you have opportunities to directly serve our clients,
always keep in mind how our businesses can affect them

We strive to meet our clients’ expectations by understanding theirneeds and proposing suitable products and services.
What does the best interests of our clients actually mean?
Acting in the best interests of our clients means providing the optimal
financial solution to meet our clients’ needs while also observing theCode of Conduct. Best interests does not necessarily mean maximizing
economic interests, but rather developing and providing products andservices from the client’s perspective.
Furthermore, pursuing the best interests of the client also means to advise
when you think something they asked you is not in their best interests.

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CODE of CONDUCT18

SocietyMessage

Introduction

Clients

Our People

CONDUCT for CLIENTSTo serve our clients with expertise:
We stay on top of the latest trends in financial and capital markets
around the world

02

Continually enhance our expertise andcapabilities
We take pride and responsibility as financial professionals toenhance our expertise and capabilities in providing the best services
to our clients.
We properly assess the risks of our clients and take appropriate
actions as necessary.

We enhance our ability to identify risks our clients are exposed to
We build our knowledge of both financial and other fields“Tail risk”

There have been many cases where unexpected events have resulted insevere losses. These include events that you thought would never occur
because they had not occurred in the past, or those that very rarely occur.
It is important to recognize there are certain types of risks (tail risk) that cancause significant loss when they become apparent.

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CODE of CONDUCT20SocietyMessage

Introduction

Clients

Our People

CONDUCT for CLIENTSTo leverage our collective strength:
We understand the functions and roles of each division and department

03

Leverage our collective strength
We provide optimal solutions to our clients by making full use of ourcollective strength.
We work together across countries and regions to deliver ourcompetitive edge.

We stay up to date on the wide range of businesses and services we offer
We proactively collaborate across various functions

Leverage our collective strength
Nomura Group has various functions. If you face client needs which you
haven’t faced before, you should make full use of our diverse resources,
such as consulting with your colleagues, your manager or contact relevant
departments in the firm to meet their needs. You should also try to take aninterest in the activities of other departments and develop internal networks.

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CODE of CONDUCT22

SocietyMessage

Introduction

Clients

Our People

CONDUCT for CLIENTS

To continue to be the most trusted partner for our clients:
We will propose products and services appropriate for each client
We will provide information in accordance with the client’s investment
experience04

Be the most trusted partner for our clients
We will always place our clients at the heart of everything we do, deal
with them with integrity, and build long-term relationships of trust.

We will improve the quality of our operations and avoid causinginconvenience to our clients due to errors in administrative procedures
We will keep our clients informed and remain direct and prompt even indifficult communications
We will let clients know our concerns if something they propose will not bebeneficial for them

What does “for the client” mean?
Just because it is not against the law does not mean we can do anything that
our clients request. Activities that undermine market integrity, and behavior
that deviates from social norms are ultimately not beneficial for our clients.
You should not be driven by immediate profits and should ask yourself if your actions
will help build long-term relationships of trust with clients. Then, you should go backto “Nomura 5 YES” and check if what you are about to do is appropriate.

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CODE of CONDUCT24

SocietyMessage

Introduction

Clients

Our People

CONDUCT for CLIENTS

05

Uphold the highest standards of compliance
We strictly comply with applicable laws and regulations.
In addition, we work with the highest level of compliance awareness toprotect our clients and ensure market integrity.

The following are examples of acts that are strictly prohibited
Insider Trading

Money Laundering

Organized Crime

If proper client verification is not carriedout prior to a transaction and fraudulent
activities occur, we will be unable to prevent
proceeds of financial crime from entering
into capital markets and terrorism funding.

If we fail to prevent transactions withcriminal organizations or their members,
this can result in financing their illegal
activities.

Such conduct undermines the development of a sound economy. This will
enable organized crime and allow terrorists to expand their sources offunding. We must maintain robust controls to prevent these activities.

Market Manipulation

If someone enters into a transaction usingmaterial non-public information (“MNPI”)
not known to others, that person will havean unfair advantage over other investors.
We are committed to protecting market
integrity. The use of MNPI for the benefitof a specific investor is unfair.

If transactions intended to artificiallychange or peg prices are executed,
investor decisions will be adversely
affected and this will impede the fair
operation of the markets.

Such conduct undermines market integrity and will lead to a loss ofinvestor trust in the market. Given our role as a gatekeeper for capital
markets, we do not tolerate such activities and work to prevent them. We
must also act in accordance with principles of fair dealing and good faith.

25

CODE of CONDUCTViolation of the Duty of Explanation

Conflict of Interest

Clients may make wrong investment
decisions if we fail to properly explain thenature and risks of financial products andservices.

As a global investment bank, we act as
an intermediary between the markets
and our clients. We manage potential
conflicts of interest appropriately toensure our clients’ interests are notadversely affected.

We work to protect our clients’ interests at all times.
We act with integrity towards all our clients.

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for CLIENTS

06

Handle information properly

Handling of Nomura Group information

We strictly manage entrusted client information and only use it inaccordance with our client’s understanding.

Details regarding Nomura’s business operations and other company

We strictly control and manage material non-public information toprotect market integrity, and will never use it improperly.
We properly manage internal information to protect the credibility of
Nomura Group.

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CODE of CONDUCT

information must not be shared with outside parties, including former
employees. If you receive requests for client information from outside parties,
promptly report to your manager. If you are contacted by the media, do
not respond based on your own judgment. Promptly contact your regional
Corporate Communications Department and follow their instructions.

Q

I believe it will benefit our clients if we promptly communicate
information that is to their advantage. If it’s not prohibited by law
such as insider information, there’s no issue, right?

A

We must always consider market integrity and fairness. Please talkto your manager or contact Compliance if you are not sure.

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SocietyMessage

CONDUCT

Introduction

07 Managing risks appropriately

29

30

31

Be passionate about
achieving more

33

09 Support for mutual growth34

10 Promote teamwork

35

Create a comfortable work
environment

36

12 Never pursue self-interests

37

13 Control gifts and entertainment

38

14 Be responsible

39

15 Learn from mistakes

41

16 Speak up

43

11

CODE of CONDUCTSociety

We are disciplined in everything we do.
We strive to become better, and be the most trusted partners forour clients.

08

OUR PEOPLE

Our People

We adapt to change.

CONDUCT for OUR PEOPLE

for

Clients

Message

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

07

Managing risks appropriately
We will deepen our knowledge and understanding on risks, properly recognize
and evaluate them, and actively engage in risk management. We will assume
appropriate risks to pursue the improvement of Nomura Group’s corporate
value and provide the highest quality of services to our clients. Each employee
is accountable and will work together to prepare for all possible contingencies.
Managing risks appropriately:
We understand we are accountable, have ownership in risk management and will
be proactive in mind and action without leaving things to others
In order to maintain trust from all of our stakeholders, we will not only comply withthe rules and regulations concerning risk management but also take appropriate
actions with integrity, based on understandings of the purpose and backgroundof the rules, and with the highest expertise and ethical standards required offinancial institutions
We acknowledge we may underestimate risks or take wrong actions. In case werecognize any risk management concerns or issues, we have a responsibility toproactively and promptly escalate concerns to our managers and relevant
departments, even when not directly involved in the businessWe will strive to create a psychologically safe workplace, respecting each other’s
opinions and do not treat in disadvantageous manners. As an organization we willrecognize risks correctly and make appropriate decisions

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CODE of CONDUCT

Q
AWhat kind of risks are there and what actions are required?
These are the major risks that require action.
Managing risks inherent to our businessAppropriate management is required on risks such as “market risk”
which is the possibility of incurring losses from market volatility
affecting interest rates, currency rates and stock, and “credit risk”,
which is the possibility of the firm incurring default losses due
to failure of a counterparty (borrower) to honor its contractual
obligations, such as derivative investment and financing transactions.
Unavoidable risks
Among “operational risks”, risks that cannot be completely prevented
in business operations, such as human error, and risks caused byexternal factors, such as natural disasters and third party failures, areincluded. Efforts to minimize these risks is crucial.
Prohibited risks
Among operational risks, risks that violate laws and regulations, andadversely affect market fairness, soundness and client protection are
included. Efforts are required to eliminate these risks.

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

08

Be passionate about achieving more
We do not shy away from change and always move forward believing in
our potential.
To keep growing:09

Support for mutual growth
We strive to develop talent to ensure all of our people can realize
their full potential through mutual support.
To support for mutual growth:

We listen and respect others’ views and cultivate our own mindsets
We actively improve processes and utilize new technologies

We help our colleagues grow and maximize their potential by focusing
on their individual needs

We always strive to develop our skills

Between guidance and harassment

Q
A

Providing guidance in an appropriate manner at work does not constitute
I want to try something new, but I am worried about making
mistakes.

power harassment. Managers are accountable for creating an inclusive
environment for the development of their team through various approaches.

Nomura supports people who take on challenges. Challenges help us
learn and provide critical opportunities for growth. Share your ideas
with your manager.
Managers should motivate their team and support them in taking on
new challenges.

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CODE of CONDUCT

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

10

Promote teamwork
We respect diversity and work together as a team.

11

Create a comfortable work environment
We respect each other and foster a positive environment where
everyone can contribute and have an active role.
We hold ourselves to a higher standard and do not engage in behavior
that can be perceived as harassment.

To maximize teamwork:

To create a comfortable work environment:

We strive to maximize our full potential
We communicate effectively and get to know each other better
We fully share information, knowledge, expertise, and concerns within
the team
We share the same goals and work together to achieve them

35

CODE of CONDUCTWe accept flexible working styles
Managers should be sensitive to the needs of their team members
We are open to each other’s values, viewpoints and ideas that are
different from our own to create an open environment in which everyone
feels comfortable expressing their views
We think of others and consider the impact of what we say or do

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

12Never pursue self-interests
We do not use information obtained in the course of our businessor take advantage of our position at Nomura to gain any improper
personal benefit.

13

Control gifts and entertainment
We do not offer or accept cash (including facilitation payments), cash
equivalents, inappropriate gifts or excessive business entertainment
from public officials and business counterparts.

When trading securities using our personal account, we comply withapplicable laws and regulations as well as rules set by Nomura Group
companies.

Q
A

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CODE of CONDUCT

A client offered me a gift certificate. Can I accept it?
You must not accept cash or cash equivalents from clients.
However there may be exceptional circumstances where you
may be allowed to accept. Please refer to internal guidelines
for details.

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

Our behavior:
We are humble in how we interact with others and strive to establish good
relationships
We are considerate of others and mindful of the impact of our words andactions14

We maintain personal integrity at all times and never commit acts that areconsidered socially unacceptable

Be responsible
We show humility and commit to be accountable to our clients,
our people and to society.

To be responsible
Be mindful of the fact that your action or words may be observed by others
and could be taken as a representation of the firm. You should always exercise
common sense and act responsibly.
Social media is a convenient communication tool. However, disseminating
inappropriate information and opinions may undermine the trust of clientswith the firm. Keep in mind that regardless of whether you have identified
yourself, the individual poster or the firm can be identified in many cases andsignificantly damage Nomura Group’s credibility and brand. Always exercise
common sense and follow internal guidelines and other regulations whenusing social media.

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CODE of CONDUCT40SocietyMessage

Introduction

Clients

Our People

Society

CONDUCT for OUR PEOPLE

15

Learn from mistakes
We recognize our past mistakes and work to never repeat them.

Always remember
Nomura Group has caused several scandals in the past.
We know how easy it is to lose society’s trust and how difficult it is to restore it.

We learn from others’ mistakes and use them as an opportunity toreexamine ourselves.

We have also learned a lot from our past mistakes.
Every year on August 3*, we all take time to reflect on the lessons learned andrenew our pledge to never repeat our past mistakes.

*Nomura Founding Principles and Corporate Ethics Day

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CODE of CONDUCT

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Message

Introduction

Clients

Our People

CONDUCT for OUR PEOPLE

We speak up:
To help protect our clients, our people and the firm
When we see something suspicious
When we see misconduct

16

To create an open environment where everyone feels comfortable voicing
their concerns and seriously listen to those who speak up

Speak up
We will promptly report any violation including suspicious behaviorof the Code of Conduct to our managers, Compliance or whereappropriate, to the Compliance Hotline of relevant companies within
the Group.

We will respond with integrity to those who escalated their concerns andprotect them from any retaliation

Compliance Hotline
We have established the Compliance Hotline as a Whistleblowing System toenable employees to anonymously escalate issues or concerns. All information
received through the Hotline is treated as strictly confidential.
We carefully investigate all reports, and take corrective actions as necessary.
You will not be subject to any adverse treatment for reports made in good faith.
The information you provide may help us detect and correct misconduct early,
and make Nomura a better firm.
Don’t hesitate to speak up.

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CODE of CONDUCT

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SocietyMessage

CONDUCT

Introduction

Clients

Our People

Society

We have a responsibility to the communities where we live
and work.
We will proactively contribute to the creation of a better world.

for
CONDUCT for SOCIETY

SOCIETY
45

CODE of CONDUCT

17 Move towards the future

46

47

18

Contribute to a sustainable
society49

19

Respect diversity and humanrights51

20Disclose information
appropriately

52

Message

Introduction

Clients

Our People

CONDUCT for SOCIETY

To ensure flow of funds help resolve social issues:
We carefully listen to our clients and stakeholders
We strive to resolve social issues through our collective strength
We extensively use technology and data to provide products and services
our clients needs

17

Move towards the future
We play an important role in providing flow of funds and helping
create innovation that contribute to building a sustainable society.
We continue to actively address environmental and social issues,
such as climate change and social inequality.
We aspire to create a better world together with our stakeholders, andcommit to build a robust operation platform to drive sustainability.

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CODE of CONDUCT

Q
AWhat exactly does Nomura Group mean by creation of “a betterworld”?
We believe that we can realize “a better world” by constantly
making efforts to develop and provide high quality
products and services. For example, when we develop new
products, we consider whether they will contribute to thesustainable development of society and capital markets, andwhether they will meet our clients’ needs.
We believe that a better world will be created through ourcommitment in help solving social issues.

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SocietyMessage

Introduction

Clients

Our People

CONDUCT for SOCIETY

What each of us can do now to contribute to society:We perceive and make efforts to address climate change and other impacts
on our natural environment, by using resources effectively, and reducing
power consumption

18

Contribute to a sustainable society
We respect cultures and customs of all countries and regions, andalways act responsibly toward the environment and society.
We continue to actively engage in a wide range of social contribution
activities for a sustainable world.

Provide opportunities for a wide range of people to improve knowledge on
finance, economy, and building assets, and contribute to the formation of asound capital market

Nomura’s view on Sustainability*
We promote initiatives to globally expand our business and strengthen our
corporate governance to achieve consistent growth. In developing andproviding financial products and services, we recognize that protecting the
global environment and implementing diverse initiatives are essential tomaintaining development of both the economy and society.
Improving our corporate value and promoting sustainable growth of the entire
society share the same roadmap. It is essential for each of our people to havea common view on sustainability.
*S ustainability: Economic and business development cannot be conducted without considering the environment andsociety. An integrated approach to pursuit profit and to maintain a long-term perspective to ensure a sustainable
environment and society.

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CODE of CONDUCT50SocietyMessage

Introduction

Clients

Our People

CONDUCT for SOCIETY

19

Respect diversity and human rights
We promote equal opportunity and do not discriminate on grounds
such as nationality, race, sex, gender identity, sexual orientation, creed,social status, or existence of or nonexistence of disability.
We respect differences in values and are always sincere.

20

Disclose information appropriately
We retain accurate records and proactively ensure the fair, timely
and appropriate disclosure of Nomura Group information including
financial statements.
This will enable us to be properly evaluated and trusted by society.

To disclose information properly:
We never falsify, intentionally conceal or maliciously destroy operationaland financial information and retain it for a specified period

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CODE of CONDUCT52

SocietyNomura Group CODE of CONDUCT© NOMURA HOLDINGS, INC. ALL RIGHTS RESERVED.
July 2024

C O D EofCONDUCT