Nomura Real Estate : Corporate Governance Report

Corporate Governance Report

April 27, 2022

Nomura Real Estate Holdings, Inc.

Representative: Eiji Kutsukake, President and Representative Director

Contact:[e-mail]

Stock code: 3231https://www.nomura-re-hd.co.jp/english/

Corporate governance at Nomura Real Estate Holdings, Inc. is as follows:

I. Basic Viewpoints regarding Corporate Governance and Capital Structure, Corporate Attributes and Other Basic Information

1.

Basic Viewpoints

The Company has established a basic viewpoint regarding corporate governance in the Basic Corporate Governance Policy. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Reasons for Non-Compliance with Each Principle of the Corporate Governance Code]

[Supplementary Principle 4-1-3] Proper Supervision of Successor Plans for CEO, etc. (Planning) The Company believes that the appropriate appointment process of its CEO, i.e. one that is carried out in line with the Company's corporate philosophy and management strategies and which also considers external candidates, is important for realizing sustainable growth. As for the plan for the CEO's

successor, based on the respective appointment criteria for officers and for the CEO, the Company has established its training policy and the process up to the CEO's election. Going forward, in addition to

the Advisory Committee Relating to Nominations and Compensation providing regular monitoring and reporting to the Board of Directors, the Company will strive for the further enhancement of the structure and content of training, to ensure that the training of successor candidates, in relation to the aforementioned established successor plan, goes as planned.

[Disclosure in accordance with Each Principle of the Corporate Governance Code]

[Principle 1-4] Cross-Shareholdings

The Company has established the Basic Policy Concerning Cross-Shareholdings within the Basic Corporate Governance Policy. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Principle 1-7] Transactions with Related Parties

The Company has established procedures regarding transactions with related parties such as directors, executive officers, and major shareholders, etc. in the Basic Corporate Governance Policy. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Supplementary Principle 2-4-1] Ensuring Diversity in the Promotion to Core Human Resources The Group recognizes that the innovations brought about by diversity are important for the continued creation of new value, and is working to promote diversity and create fair and rewarding workplaces so that human resources with a variety of perspectives and ways of thinking, regardless of their attributes, can fully demonstrate their personalities and capabilities. Please refer to the Company's website for details on the approach regarding the promotion of diversity, and the targets, current conditions, etc. regarding the female manager ratio.

Human Resources:https://www.nomura-re-hd.co.jp/english/sustainability/labor/diversity.htmlIntegrated Report:https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.htmlRegarding foreign nationals and midcareer hires, the Group does not recognize the circumstances regarding the promotion to manager positions as a special issue and, going forward, it will continue to promote individuals in accordance with their abilities regardless of nationality, when they were hired, etc.

[Principle 2-6] Fulfilling Role as Asset Owner for Corporate Pension Plan

To fulfill the role expected of it as the asset owner for the corporate pension plan, the Group's major business company, Nomura Real Estate Development Co., Ltd., established the Guidelines for Pension Plan Management and the Guidelines Regarding Management Policies and Management Criteria for the Defined-Benefit Corporate Pension Plan based on the guidelines provided by the Ministry of Health, Labour and Welfare, and is appropriately managing and administering the corporate pension plan with a Pension Committee. As for the management of pension assets, the Company's goal is to secure the total profit necessary for stable employee asset composition in the long term, while only taking acceptable risks. Also, the Company reviews the asset allocation and other matters as necessary relying on external knowledge, and regularly discloses the financial situation to employees, which includes information about assets, contributions, and liabilities.

[Principle 3-1] Enhance Information Disclosure

(1) The Group has formulated the Group Philosophy and the Mid- to Long-term Business Plan. In addition, the Group promotes management strategies and Sustainability in an integrated manner. Please refer to the Company's website for details.

Group Philosophy:https://www.nomura-re-hd.co.jp/english/company/philosophy.html

Mid- to Long-term Business Plan: https://www.nomura-re-hd.co.jp/english/ir/management/plan.htmlSustainability:https://www.nomura-re-hd.co.jp/english/csr/theme/

Integrated Report is published in order to foster understanding among shareholders, investors, and other stakeholders of the Group's strategies and measures toward the creation of mid- to long-term value.

Integrated Report:https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.html

(2) The Company has formulated the Basic Corporate Governance Policy and established a basic viewpoint regarding corporate governance. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

(3) Please refer to "II-1. Organization Structures and Organizational Operations [Compensation of Directors] Disclosure of Policy Determining the Amount and Calculation of Compensation" of this report regarding the policy and procedures to decide compensation for management and directors.

(4) The Company has a policy of appointing and nominating individuals to management positions who, irrespective of their nationality or gender, have outstanding character, insight, and capabilities. Also, following discussion at the Advisory Committee Relating to Nominations and Compensation, the Board of Directors determines to appoint or dismiss management and nominate candidates for directors based on the criteria for appointment and dismissal of officers, which was established following primarily discussion at the Advisory Committee Relating to Nominations and Compensation.

(5) Please refer to the "Reference Documents for the General Meeting of Shareholders" attached to the Notice of Convocation of Ordinary General Meeting of Shareholders regarding the reasons for the nomination of individual candidates for directors.

Notice of Convocation of Ordinary General Meeting of Shareholders:https://www.nomura-re-hd.co.jp/english/ir/ir_library/generalMeeting.html.

Also, please refer to section "II-1. Organization Structures and Organizational Operations [Directors] Relationship with the Company (2)" of this report regarding the reason for the appointment of external directors. Notifications regarding the dismissal of management will be provided on the Company's website and by other means.

[Supplementary Principle 3-1-3] Sustainability Initiatives

With our Group Vision of "New Value, Real Value," the Group promotes management strategies and sustainability-related initiatives in an integrated manner.

In addition, as the business assets that support the value creation of the Group, the Group recognizes the importance of human capital, intellectual property, etc. The Group has stated its approaches relatedto human resource strategies, development, etc. in the Integrated Report, and is currently preparing its approach, etc. regarding intellectual property.

Regarding the promotion of sustainability activities, the Group has positioned its response to environmental and climate change as an important management issue. Based on this concept, the Group has agreed to the TCFD recommendations (September 2020) and discloses information in line with the recommendations. Please refer to the Company's website for details.

Integrated Report:https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.htmlSustainability Report:https://www.nomura-re-hd.co.jp/english/sustainability/download/index.htmlResponse to the TCFD:https://www.nomura-re-hd.co.jp/english/sustainability/special/

[Supplementary Principle 4-1-1] Scope of Delegation to Management

In addition to matters stipulated in laws and regulations and the Articles of Incorporation, the Board of Directors makes decisions on important matters concerning management of the Group stipulated in the Board of Directors Regulations and the Regulations Primarily Regarding Organizations and Resolutions such as the formulation of the Group's basic management policies and the appointment and dismissal of executive officers. Certain matters determined by resolution of the Board of Directors shall be approved by the Management Committee or other internal approval systems.

[Principle 4-9] Criteria for Impartiality of Independent External Directors

The Company has established Criteria for Impartiality of Independent External Directors in the Basic Corporate Governance Policy. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Supplementary Principle 4-10-1] Appropriate Involvement and Advice from Independent External Directors through the Establishment of Independent Nomination and Compensation Committees The Company has stipulated the establishment of an advisory committee relating to nominations and compensation in the Basic Corporate Governance Policy. Please refer to the Company's website for details. Regarding authorities and roles of the committee, please refer to section "II-1. Organization Structures and Organizational Operations [Voluntary Committee] Supplementary Information" of this report.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Supplementary Principle 4-11-1] Viewpoint Concerning the Balance, etc. of the Board of Directors, and Identification of the Skills and Expected Areas of Expertise of Directors

The Company has established the Viewpoint Concerning the Balance, Diversity, and the Scale of the Board of Directors in the Basic Corporate Governance Policy. Please refer to the Company's website for details.

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

In addition, the Company discloses a skills matrix, which identifies the Group's expected areas of expertise of Directors, in the "Reference Documents for the General Meeting of Shareholders" attached to the Notice of Convocation of Ordinary General Meeting of Shareholders.

Notice of Convocation of Ordinary General Meetings of Shareholders:https://www.nomura-re-hd.co.jp/english/ir/ir_library/generalMeeting.html

[Supplementary Principle 4-11-2] Concurrent Positions Held by Directors

Please refer to the "Reference Documents for the General Meeting of Shareholders" attached to the Notice of Convocation of Ordinary General Meeting of Shareholders regarding the main concurrent positions held at other companies by directors. In its Basic Corporate Governance Policy, the Company stipulates "Directors dedicate sufficient time for the Company, and execute their duties as Directors." Also, the Company receives reports on the concurrent positions by external directors as necessary and confirms that they are able to execute their roles and duties as the Company's directors sufficiently.

Notice of Convocation of Ordinary General Meetings of Shareholders:https://www.nomura-re-hd.co.jp/english/ir/ir_library/generalMeeting.html

Basic Corporate Governance Policy:https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf

[Supplementary Principle 4-11-3] Assessment of the Effectiveness of the Board of Directors

For the Assessment of the Effectiveness of the Board of Directors in Fiscal Year ended March 2021, as was the case in the previous fiscal year, the Company conducted questionnaires and interviews of all directors (including Audit & Supervisory Committee Members) utilizing a third-party evaluation organization. The analysis and assessment based on discussions at a meeting of the Board of Directors regarding the results are outlined below.

Members

The scale of the Board of Directors and the ratio of independent external directors are broadly appropriate.

Discussions

Discussions are free and lively, exceeding internal and external limits and leveraging the knowledge and experience of each Director. In particular, discussions were enhanced through the opinions, etc. from external directors.

Operation

The introduction of executive summaries and continuous improvements to the operation, such as