Nomura Real Estate: Continuation of executive stock compensation plan and employee incentive plan, and additional trust and stock acquisition method, etc.

July 28, 2022

1-26-2, Nishi-Shinjuku, Shinjuku-ku, Tokyo Nomura Real Estate Holdings, Inc.

Representative: Eiji Kutsukake, President and Deputy Director

(Stock code: 3231, TSE Prime Market)

Contact: Hidehiro Sasaki, General Manager of Corporate Communications Department.

Tel: +81-3-3348-8117

Announcement of the continuation of the performance-based equity compensation plan for

Officers and Employee Incentive Plan, and

Additional trust and method of acquiring shares, etc. for the continuation

Nomura Real Estate Holdings, Inc. (the “Company”) hereby announces that it has resolved at today’s meeting of the board of directors the amount to be added to the trust and the method of acquisition of shares of the Company concerning the share-based remuneration system BIP trust executives (hereinafter the “BIP Trust”), for all or part of the directors and officers of the Company (excluding directors as members of the Audit and Supervisory Committee and non-residents of Japan) and directors and executive corporate officers of some of the companies in its Group (excluding Outside Directors and non-residents of Japan; hereinafter collectively with those of the Company referred to as “Target Directors, etc.”). In addition, the Company has also decided to maintain the employee incentive plan, ESOP Trust for Stock Granting (hereinafter the “ESOP Trust”, and jointly with the BIP Trust, hereinafter the “Trust Systems”), for certain of the employees (hereinafter the “Target Employees”) of the Company and certain of its Group companies (as well as the target companies for the BIP Trust, hereinafter the “Target Companies”) in a partially revised form , as well as the amount of additional trust and the method of acquiring shares, etc. .for the acquisition of additional shares of the Company for the ESOP Trust. The details are as follows.

For more details on trust schemes, please refer to “Announcement of Introduction of Performance-Based Equity Incentive Scheme, etc.” ‘, which was announced on May 18, 2018, ‘Announcement of ESOP Trust Details Decision for Share Grant,'” which was announced on April 25, 2019, ‘Announcement of Continuation of Plan to performance-based stock incentive for executives and employee incentive plan, and a method of acquiring trust and additional shares, etc. for Continuation,” which was announced on July 21, 2021, and “Announcement of Continuation and Partial Revision of Equity-Based Compensation Plan, etc.,” which was announced on May 19, 2022.

1. Regarding the continuation of trust systems and the amount of additional trust and the method of acquiring shares, etc.

The Company decided, at the meeting of the Board of Directors held on May 19, 2022, to maintain the BIP Trust in a partially revised form. This is to further strengthen the link between the remuneration system and the management efforts of the target directors, etc. in terms of share-based compensation with a view to achieving the objectives of the new medium and long-term business plan formulated and announced in April 2022. value with shareholders, etc. non-performance based equity compensation. Additionally, at today’s Board meeting, the Company decided to maintain the ESOP Trust in a partially revised form primarily to further motivate Target Employees to contribute to the enhancement of the value of the Group business in the medium and long term.

Along with the extension of the trust terms due to the continuation of the trust systems, the Company will pay the following sums of money for the additional trust amount and the respective trusts will acquire the shares of the Company, which will vest during of the period covered, including the extension, of the scholarship.

The timing of the vesting of the shares will be from August 4, 2022 (expected) to November 1, 2022 (expected).

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