野村不動産ホールディングス（3231） – Notice of Convocation of the 18th Ordinary General Meeting of Shareholders

To Our Shareholders I would like to express my gratitude to all of our shareholders for your continuing patronage. The fiscal year under review marked a period of gradual recovery in economic activity amid the ongoing impact of the novel coronavirus disease (COVID-19) pandemic both in Japan and overseas. At the same time, geopolitical risks have manifested due to Russia’s invasion of Ukraine, and the global economic situation is changing dramatically. In our Company, each of our business units conducted business activities in response to these changes in the environment both in Japan and overseas, aiming to achieve a solid recovery in our business performance. In addition to the residential and office businesses, which addressed changes in the way people live and work, as well as the commercial, hotel, logistics, and other real estate development businesses, we have been engaged in business activities to provide new added value in the service management field. As a result, business profit, etc. posted a record high in the fiscal year ended March 31, 2022. In the current fiscal year, we are starting our new mid- to long-term business plan (from FY2023/3 through FY2031/3). To realize our Vision 2030, “Be a ‘Life & Time Developer,’ as never seen before,” we will evolve and transform approaches and methods of value creation, while achieving high profit growth and high asset and capital efficiency. We will continue to strengthen our efforts to promote sustainability, viewing the sustainable growth of the Group as an integral part of our contribution to a sustainable society. We will continue to transform and take on challenges under our corporate philosophy of “New Value, Real Value.” I ask all of our shareholders for your continued support for the Company. President and Representative Director Group CEO Eiji Kutsukake – 1 – Our Group Vision 2030 Vision New Value, Real Value Be a “Life & Time Developer,” as never seen before Nomura Real Estate Group has always connected closely with customers’ lives and time, through real estate development and real estate-related services. Now, as we confront various social issues, as well as diversified lifestyles and values, we must change ourselves. To enrich people’s respective lives and every moment of their time, we will transform ourselves into a “Life & Time Developer” that creates new, significant values on a global scale. Action Guideline Client-first approach Creating new value based on original ideas Always being a challenger Acknowledging our growth with society Working with vigor and achieving wellness – 2 – Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the 18th 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. To: Shareholders (Code: 3231) June 3, 2022 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 18th Ordinary General Meeting of Shareholders We are pleased to announce the 18th Ordinary General Meeting of Shareholders of Nomura Real Estate Holdings, Inc. (the “Company”), which will be held as follows. To prevent COVID-19, we request that shareholders attending the general meeting of shareholders in person check their own health on the day of the meeting and take steps to prevent infection, such as wearing a mask. If you are unable to attend the meeting in person, you may exercise your voting rights by mail or 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 23 (Thursday), 2022. When Exercising Voting Rights by Mail Please indicate your approval or disapproval for the proposal on the enclosed proxy card, and return it so that it will reach us by the aforementioned exercise deadline. When Exercising Voting Rights by Electronic Method (via the Internet, etc.) Please review the “Guide to Exercising Voting Rights via the Internet, etc.” on page 6, and enter your approval or disapproval for the proposal listed thereon before the deadline stated above. Description Friday, June 24, 2022, at 10:00 a.m. Meiji Kinenkan, Fuji room (2nd floor) 2-2-23 Motoakasaka, Minato-ku, Tokyo We will take measures to prevent COVID-19 infection at the venue out of care for the safety of our shareholders. We appreciate your understanding in advance. 1. Date and Time: 2. Place: 3. Agenda for the Meeting: Matters to be Reported: The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 18th term (from April 1, 2021 to March 31, 2022); and Report on Auditing Results of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee – 3 – Matter to be Resolved: Proposal No. 1: Partial Amendments to the Articles of Incorporation Proposal No. 2: Election of Seven (7) Directors (Excluding Directors as Audit & Supervisory Committee Members) Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member Proposal No. 4: Revision of Amounts and Details of Compensation, etc. under Performance-based Stock Incentive Plan for Directors (Excluding Directors as Audit & Supervisory Committee Members) 4. Handling the Exercising of Voting Rights: (1) If you exercise your voting rights twice through voting by mail and by electronic method (via the Internet, etc.), we will deem the vote cast by electronic method to be the effective one. (2) If you exercise your voting rights through electronic method (via the Internet, etc.) multiple times, only the last vote cast shall be deemed effective. *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 this notice in accordance with the relevant laws and regulations and Article 14 of the Articles of Incorporation. Also, with respect to the following materials, when the Audit & Supervisory Committee prepared the audit report, it audited 1) through 3) as part of the attached documents, and when the Accounting Auditor prepared the audit report, it audited 2) and 3) as part of the attached documents. 1) “Principal businesses,” “Principal business offices of major subsidiaries” of “Principal business offices,” “Share acquisition rights, etc.” and “System to ensure the appropriateness of operations and the operational status of that system,” of the business report, 2) “Consolidated statement of changes in shareholders’ equity” and “Notes to consolidated financial statements” of consolidated financial statements, and 3) “Non-consolidated statement of changes in shareholders’ equity” and “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 non-consolidated 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 *Depending on the future developments of COVID-19 and announcements from the government or authorities, we may be forced to change the venue or time of the General Meeting of Shareholders. Please check the information provided on the website below. https://www.nomura-re-hd.co.jp/english/ir *As explained above, to prevent COVID-19, we ask that shareholders attending the general meeting of shareholders in person be mindful of their own physical condition on the day, and refrain from attending the venue if they have a fever or cold symptoms, a strong sense of lethargy or difficulty breathing, etc. *Please use the alcohol disinfectant that we will place around the reception area at the venue for our shareholders. If you plan to attend the meeting in person, we kindly ask for your cooperation on bringing and wearing a face mask. *Your temperature will be taken near the entrance to the venue, and you may be requested to refrain from entering the venue, if you have a fever or are in poor physical condition. *Officers attending the meeting and staff members will participate the meeting wearing a face mask, after undergoing physical check, including body temperature measurement test. *The General Shareholders Meeting will be livestreamed over the Internet on the day, so that shareholders can view it from their own homes, as explained in “Information on Livestreaming over the Internet” below. *We are receiving questions from shareholders in advance. Please refer to “Information on Receiving Questions in Advance” below for details. – 4 – Guide to Exercising Voting Rights Please review the attached reference documents for the General Meeting of Shareholders (pages 9 to 29), 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 24, 2022 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 the Internet, etc. [By Mail] Exercise Due Date: To be received no later than 5:40 p.m. on June 23, 2022 Please indicate your approval or disapproval for the proposals on the enclosed proxy card, and return it. [Via the Internet] For institutional investors Exercise Due Date: No later than 5:40 p.m. on June 23, 2022 For details, please refer to page 6. Nominal shareholders such as management trust banks (including standing proxies) who have applied in 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 for exercising voting rights electromagnetically. Introducing “Notice of Convocation via smartphone” service With the purpose of enriching the communication with our shareholders, we offer “Notice of Convocation via smartphone” service, where you can browse the Notice of Convocation and its related information, as well as exercising your voting rights conveniently. [How to access “Notice of Convocation via smartphone”] You can access by visiting https://p.sokai.jp/3231/ (please input the characters in single digits) This service is a non-mandatory service with the purpose of improving our shareholders’ convenience. Please note that depending on your device or communication environments, you may not be able to browse the contents. If you exercise your voting rights via this service, please refer to the instruction on page 6 of this document. – 5 – Guide to Exercising Voting Rights via the Internet, etc. Entering log-in ID and temporary password https://evote.tr.mufg.jp/ Website for Exercising Voting Rights Rights. 1. Access the Website for Exercising Voting 2. Enter the “Log-in ID and Temporary Password,” which are printed on the enclosed proxy card. 3. Please register a new password. 4. Indicate your approval or disapproval by following the instructions on the screen. Scanning QR code You can simply login to the website for exercising voting rights without entering your log-in ID and temporary password printed on the proxy card. 1. Please scan the QR code located on the right side of the proxy card. * “QR code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Indicate your approval or disapproval by following the instructions on the screen. Note that you can exercise voting rights only once by using QR code. If you wish to redo your vote or exercise your voting rights without using QR code, please refer to the “Entering log-in ID and temporary password” on the right. Please contact the help desk described below if you have any questions about exercising voting rights via the Internet, using a PC or a smartphone. Corporate Agency Division Help Desk Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (toll free only within Japan / 9:00 a.m. – 9:00 p.m.) Institutional investors can utilize the electronic voting platform operated by ICJ, Inc. * The website for exercising voting rights is not operational from 2:00 a.m. to 5:00 a.m. due to maintenance 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 be deemed effective. The website for exercising voting rights may be unavailable depending on certain Internet settings, or depending on the service 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 to access the website for exercising voting rights shall be borne by the shareholder. – 6 – Information on Livestreaming over the Internet We will livestream the General Meeting of Shareholders over the Internet. Please refer to “Information on Livestreaming of the General Meeting of Shareholders over the Internet,” separately enclosed with this Convocation Notice if you would like to know the details of how to watch the meeting and notes for livestreaming. Friday, June 24, 2022, at 10:00 a.m. (The livestream website will be accessible from 9:30 a.m.) Livestreaming date and time How to Watch the Meeting • Shareholders who watch the meeting on a PC, tablet, or smartphone can access the dedicated website using the URL below or the QR code on the reverse side of their proxy card. • When using the URL to access the website, you need to enter the ID and password printed on the reverse side of your proxy card. (Be sure to keep the aforementioned ID and password ready at hand.) Livestreaming URL ID and password https://engagement-portal.tr.mufg.jp/ The alphanumeric characters printed on the reverse side of your proxy card Notes for Livestreaming • Watching the General Meeting of Shareholders by livestreaming does not correspond to attendance • of a general meeting of shareholders under the Companies Act. As such, shareholders who watch the General Meeting of Shareholders by livestreaming will not be able to exercise your voting rights on the day, and we therefore ask that such shareholders exercise their voting rights in advance either by mail or via the Internet. In consideration of the privacy of shareholders who attend the General Meeting of Shareholders on the day, the livestream display will focus only on the seats of the chairperson and the Board Members. However, attending shareholders may be captured on video unavoidably in some cases. Furthermore, please understand in advance that the voices of shareholders asking questions at the venue will be livestreamed. • The internet connection status of your PC, smartphone, or tablet device and the status of the line may prevent your viewing in some cases. • The telecommunication charge for watching is to be borne by the shareholder. • It is strictly forbidden to share your ID or password with a third party, to do actions such as photographing, sound recording, or video recording of the livestream, or to publicly disclose without permission the content of the livestream using social media. Please do not disclose or provide to a third party personal information and matters of personal privacy obtained via the audio or video stream. • Contact for inquiries regarding livestreaming Mitsubishi UFJ Trust and Banking Corporation “Engagement Portal” dedicated support contact number Phone: 0120-676-808 (toll free only within Japan / weekdays from 9:00 a.m. to 5:00 p.m., except from 9:00 a.m. until the end of the General Meeting of Shareholders on the day of the meeting) – 7 – Information on Receiving Questions in Advance We will accept questions from shareholders about the matters to be reported and the matters to be resolved at the 18th Ordinary General Meeting of Shareholders over the Internet beforehand. Please send any questions you have via the website below. URL for the website for receiving questions in advance [Questions received from 9:00 a.m. on June 3 (Fri) until 5:40 p.m. on June 17 (Fri), 2022] https://krs.bz/nomura-re/m/generalmeeting * Please understand that we are unable to separately answer questions asked in advance. * Questions not covered in the general meeting will be used for future reference. We plan to publish in succession a “video of the proceedings of the General Meeting of Shareholders” and a “summary of the questions at the General Meeting of Shareholders” on the website provided below by early July. https://engagement-portal.tr.mufg.jp/ * The above “video of the proceedings of the General Meeting of Shareholders” will exclude the questions and answers. * You need to enter the ID and password written on the back of your proxy card to access the above website. You can also access it using the QR code on the back of your proxy card. * Be sure to keep the aforementioned ID and password ready at hand. [Contact for inquiries regarding the website] Mitsubishi UFJ Trust and Banking Corporation “Engagement Portal” dedicated support contact number Phone: 0120-676-808 (toll free only within Japan / weekdays from 9:00 a.m. to 5:00 p.m.) – 8 – Reference Documents for the General Meeting of Shareholders Proposal No. 1: Partial Amendments to the Articles of Incorporation 1. Reason for proposal Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (1) Article 14 (Measures, etc. for providing information in electronic format), Paragraph 1 of the proposed amendments will be newly established since the Company will be obliged to stipulate in its Articles of Incorporation means of electronic provision of information that constitutes the content of reference materials for the general meeting of shareholders. (2) Article 14 (Measures, etc. for providing information in electronic format), Paragraph 2 of the proposed amendments will be newly established to enable the Company to limit to the scope stipulated by laws and regulations the scope of items issued in paper format to shareholders who request issuance in paper format of items provided in electronic format that are content of the reference materials for the general meeting of shareholders. (3) When the system for provision of reference materials for the general meeting of shareholders in electronic format is introduced, since the provisions of Article 14 of the current Articles of Incorporation (Internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc.) will no longer be required, they will be deleted. (4) Supplementary provisions regarding the enforcement of the abovementioned newly established and deleted provisions will be established. The supplementary provisions will be deleted after their prescribed termination date. 2. Contents of amendment The proposed amendment is as follows: Current Article 1. to Article 13. Article 14. (Internet disclosure and deemed Article 1. to Article 13. As Amended (Amendment underlined.) provision of reference documents for the general meeting of shareholders, etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements (including the accounting auditor’s report and auditor’s report on the consolidated financial statements) through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. – 9 – As Amended Article 14. (Measures, etc. for providing information in electronic format) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents, etc. for the general meeting of shareholders in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may not include all or some of those items designated by the Ministry of Justice Order from statements in paper-based documents to be delivered to shareholders who request the delivery of paper-based documents by the record date of voting rights. Article 15. to Article 34. Supplementary Provision Article 1. (Transitional measures regarding measures for providing information in electronic format, etc.) Article 2. 1. The deletion of Article 14 of the pre-amended Articles of Incorporation (Internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc.) and the new establishment of Article 14 of the amended Articles of Incorporation (Measures, etc. for providing information in electronic format) shall take effect on September 1, 2022. 2. Notwithstanding the provision of the preceding paragraph, Article 14 of the pre-amended Articles of Incorporation (Internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc.) shall remain effective regarding any general meeting of shareholders held on a date within six months from September 1, 2022. 3. Article 2 of these supplementary provisions shall be deleted on the date when six months have elapsed from September 1, 2022 or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. Current Article 15. to Article 34. Supplementary Provision – 10 – Number of meetings of Board of Directors attended (18th term) 21/21 21/21 Proposal No. 2: Election of Seven (7) Directors (Excluding Directors as Audit & Supervisory Committee Members) The term of office of all of the six (6) Directors (excluding Directors as Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Also, Director Katsura Ito resigned as Director on March 31, 2022. Accordingly, we would like you to elect seven (7) Directors. The terms of office of Directors elected at this Ordinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2023. Nomination of the candidates for Director has passed through the deliberation process of the Advisory Committee Relating to Nominations and Compensation, a majority of whose members are Independent External Directors. Also, the Audit & Supervisory Committee has expressed the opinion that this proposal is appropriate and there are no matters of concern. The candidates for Director are as follows. No. Name Current Position in the Company Shoichi Nagamatsu Reelection Non-executive Chair and Director Eiji Kutsukake Reelection President and Representative Director, and Chief Executive Officer Daisaku Matsuo Reelection Executive Vice President and Representative Director 17/17* Satoshi Arai New election Advisor – 5 Makoto Haga Reelection Director and Executive Officer 21/21 Hiroshi Kurokawa Reelection Director and Executive Officer 17/17* Tetsuro Higashi External Director 20/21 Reelection External Director Independent Director * The number of meetings of the Board of Directors held during the business year under review since the appointment of Director on June 24, 2021 is shown. 1 2 3 4 6 7 – 11 – No. Shoichi Nagamatsu Reelection Non-executive (Date of Birth: July 6, 1958) 1 Shareholdings: Attendance at meeting of Board of Directors: Term of office: 1,400 shares 21/21 (100%) 2 years Apr. 1982 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.) Apr. 2004 Executive Managing Director of Nomura Securities Co., Ltd. Oct. 2008 Executive Managing Director of Nomura Holdings, Inc. Senior Managing Director of Nomura Securities Co., Ltd. Jun. 2010 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc. Senior Corporate Managing Director of Nomura Securities Co., Ltd. Jun. 2012 Representative Executive Managing Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. Apr. 2013 Executive Managing Director and Chief of Staff of Nomura Holdings, Inc. Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd. Apr. 2016 Deputy President of Nomura Securities Co., Ltd. Apr. 2017 Representative Executive Officer and Deputy President, and Chief of Staff of Nomura Holdings, Inc. Director of Nomura Securities Co., Ltd. Apr. 2018 Representative Executive Officer and Deputy President of Nomura Holdings, Inc. Jun. 2018 Director, and Representative Executive Officer and Deputy President of Nomura Holdings, Inc. Apr. 2020 Director of Nomura Holdings, Inc. Jun. 2020 Advisor of Nomura Holdings, Inc. Director of Nomura Real Estate Holdings, Inc. Apr. 2021 Chair and Director of Nomura Real Estate Holdings, Inc. (present) Director of Nomura Real Estate Development Co., Ltd. (present) Significant Concurrent Positions Director of Nomura Real Estate Development Co., Ltd. Reasons for Nomination as a Candidate for Director and Outline of Expected Roles Shoichi Nagamatsu has extensive business and management experience at the Nomura Group as well as experience as Director, and Chair and Director of the Company. He has been nominated as a candidate for Director because it is expected 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. If he is elected, the Company will continue to designate him as a non-executive Director. Notes: 1. There is no special conflict of interest between Shoichi Nagamatsu and the Company. 2. The Company has entered into an agreement with Shoichi Nagamatsu to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the Companies Act. If his election is approved, the Company will continue the said agreement with 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. 3. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Shoichi Nagamatsu is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. – 12 – No. Eiji Kutsukake Reelection (Date of Birth: September 12, 1960) 2 Shareholdings: Attendance at meeting of Board of Directors: Term of office: 18,500 shares 21/21 (100%) 8 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 Senior Corporate Managing Director Chief Operating Officer of Nomura Holdings, Inc. Executive Vice President of Nomura Securities Co., Ltd. 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 Apr. 2017 Chair and Representative Director of Nomura Real Estate Development Co., Ltd. (present) Holdings, Inc. (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 and Outline of Expected Roles 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 is expected 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. Notes: 1. There is no special conflict of interest between Eiji Kutsukake and the Company. 2. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Eiji Kutsukake is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. – 13 – No. Daisaku Matsuo Reelection (Date of Birth: October 18, 1964) 3 Shareholdings: Attendance at meeting of Board of Directors: Term of office: 21,900 shares 17/17 (100%)* 1 year Apr. 1988 Joined Nomura Real Estate Development Co., Ltd. Apr. 2012 Executive Officer of Nomura Real Estate Development Co., Ltd. Apr. 2015 Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Apr. 2018 Executive Officer of Nomura Real Estate Holdings, Inc. Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Apr. 2021 Executive Vice President of Nomura Real Estate Holdings, Inc. President and Representative Director, and Chief Executive Officer of Nomura Real Estate Development Co., Ltd. (present) Jun. 2021 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 and Outline of Expected Roles Daisaku Matsuo has extensive business and management 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 strengthening the supervisory function of the Board of Directors and achieving sustained growth and increased corporate value of the Company by drawing on substantial experience and knowledge he has accumulated on property development and other operations especially in the Residential Development Business Unit. Notes: 1. There is no special conflict of interest between Daisaku Matsuo and the Company. 2. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Daisaku Matsuo is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. * The number of meetings of the Board of Directors held during the business year under review since the appointment of Director on June 24, 2021 is shown. – 14 – No. Satoshi Arai New election (June 3, 1965) 4 Shareholdings: Attendance at meeting of Board of Directors: Term of office: – – – Apr. 1988 Joined Nomura Securities Co., Ltd. (currently, Nomura Holdings, Inc.) Apr. 2011 Senior Managing Director of Nomura Securities Co., Ltd. Apr. 2014 Senior Corporate Managing Director of Nomura Securities Co., Ltd. Apr. 2017 Senior Managing Director of Nomura Holdings, Inc. Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd. Apr. 2019 Representative Director and Deputy President of Nomura Securities Co., Ltd. Apr. 2022 Director of Nomura Real Estate Development Co., Ltd. (present) Advisor of Nomura Real Estate Holdings, Inc. (present) Significant Concurrent Positions Director of Nomura Real Estate Development Co., Ltd. Reasons for Nomination as a Candidate for Director and Outline of Expected Roles Satoshi Arai has extensive business and management experience at the Nomura Group. He has been nominated as a candidate for Director because it is expected that he will contribute 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. Notes: 1. There is no special conflict of interest between Satoshi Arai and the Company. 2. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Satoshi Arai is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. – 15 – No. Makoto Haga Reelection (Date of Birth: June 22, 1966) 5 Shareholdings: Attendance at meeting of Board of Directors: Term of office: 22,100 shares 21/21 (100%) 5 years Apr. 1989 Joined Nomura Real Estate Development Co., Ltd. Oct. 2011 Director 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. Director of NREG TOSHIBA BUILDING Co., Ltd. (currently, Nomura Real Estate Development Co., Ltd.) Director of Nomura Real Estate Life & Sports Co., Ltd. Director of Geo Akamatsu Co., Ltd. (currently, Nomura Real Estate Retail Properties Co., Ltd.) 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) Apr. 2020 Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Apr. 2021 Director of Nomura Real Estate Building Co., Ltd. (currently, Nomura Real Estate Ltd. (present) Development Co., Ltd.) Responsibilities Business Unit Manager of Commercial Real Estate Business Unit Significant Concurrent Positions Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Reasons for Nomination as a Candidate for Director and Outline of Expected Roles Makoto Haga has extensive business and management experience at the Group as well as experience as Director of the Company. He has been nominated as a candidate for Director because it is expected 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 substantial experience and knowledge he has accumulated on real estate development and corporate planning, among other operations. Notes: 1. There is no special conflict of interest between Makoto Haga and the Company. 2. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Makoto Haga is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. – 16 – No. Hiroshi Kurokawa Reelection (Date of Birth: February 2, 1968) 6 Shareholdings: Attendance at meeting of Board of Directors: Term of office: 8,500 shares 17/17 (100%)* 1 year Apr. 1990 Joined Nomura Real Estate Development Co., Ltd. Apr. 2012 Director of Geo Akamatsu Co., Ltd. (currently, Nomura Real Estate Retail Properties Co., Apr. 2013 Executive Officer of Nomura Real Estate Development Co., Ltd. Apr. 2015 Representative Director and Senior Managing Executive Officer of Nomura Real Estate Asset Ltd.) Management Co., Ltd. Apr. 2017 Executive Officer of Nomura Real Estate Holdings, Inc. Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Audit & Supervisory Board Member of Nomura Real Estate Wellness Co., Ltd. Oct. 2017 Audit & Supervisory Board Member of Nomura Real Estate Hotels Co., Ltd. Apr. 2018 Director of Nomura Real Estate Partners Co., Ltd. Mar. 2019 Director of UHM Co., Ltd. (currently, Nomura Real Estate Hotels Co., Ltd.) Apr. 2020 Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Apr. 2021 Executive Officer of Nomura Real Estate Holdings, Inc. Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd. (present) Jun. 2021 Director and Executive Officer of Nomura Real Estate Holdings, Inc. (present) Responsibilities Group CFO, Supervisor of Management Division, Investor Relations Significant Concurrent Positions Director and Senior Managing Executive Officer of Nomura Real Estate Development Co., Ltd. Reasons for Nomination as a Candidate for Director and Outline of Expected Roles Hiroshi Kurokawa has extensive business and management experience at the Group as well as experience as Director of the Company. He has been nominated as a candidate for Director because it is expected 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 substantial experience and knowledge he has accumulated on corporate planning and financial and capital policies of the Group, among other operations. Notes: 1. There is no special conflict of interest between Hiroshi Kurokawa and the Company. 2. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Hiroshi Kurokawa is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. * The number of meetings of the Board of Directors held during the business year under review since the appointment of Director on June 24, 2021 is shown. – 17 – No. Tetsuro Higashi Reelection External Director Independent Director (Date of Birth: August 28, 1949) 7 Shareholdings: Attendance at meeting of Board of Directors: Term of office: – 20/21 (95%) 3 years Apr. 1977 Joined Tokyo Electron Ltd. Dec. 1990 Director of Tokyo Electron Ltd. Apr. 1994 Managing Director of Tokyo Electron Ltd. Jun. 1996 Representative Director, President of Tokyo Electron Ltd. Jun. 2003 Representative Director, Chairman of the Board of Tokyo Electron Ltd. Jun. 2011 Director, Chairman of the Board of Tokyo Electron Ltd. Jun. 2012 Outside Director of Ube Industries, Ltd. (currently, UBE Corporation) Apr. 2013 Representative Director, Chairman, President & CEO of Tokyo Electron Ltd. Jun. 2015 Representative Director, President & CEO of Tokyo Electron Ltd. Jan. 2016 Corporate Director, Corporate Advisor of Tokyo Electron Ltd. May 2018 Outside Director of Seven & i Holdings Co., Ltd. (present) Jun. 2019 External Director of Nomura Real Estate Holdings, Inc. (present) Outside Director of Ube Industries, Ltd. (currently, UBE Corporation) (present) Significant Concurrent Positions Outside Director of Seven & i Holdings Co., Ltd. Outside Director of UBE Corporation Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles Tetsuro Higashi 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 and ensuring fair and transparent management by drawing on his wealth of knowledge, experience, and profound insights related to corporate management in his long career as a manager. Notes: 1. Tetsuro Higashi is a candidate for External Director. 2. There is no special conflict of interest between Tetsuro Higashi and the Company. 3. Tetsuro Higashi is, at present, an External Director of the Company. His term of office as External Director will be three years at the conclusion of this Ordinary General Meeting of Shareholders. 4. The Company has entered into an agreement with Tetsuro Higashi to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the Companies Act. If his election is approved, the Company will continue the said agreement with 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. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Tetsuro Higashi is approved, he will be included as one of the insureds in this insurance policy. The Company will bear the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. 6. Tetsuro Higashi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange. If his election is approved, the Company will continue to designate him as Independent Director/Auditor. – 18 – Proposal No. 3: Election of One (1) Director as Audit & Supervisory Committee Member The term of office of the one (1) Director as Audit & Supervisory Committee Member will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, we would like you to elect one (1) Director as Audit & Supervisory Committee Member. page. The terms of office of the Directors as Audit & Supervisory Committee Members elected at this Ordinary General Meeting of Shareholders shall be until the conclusion of the Ordinary General Meeting of Shareholders to be held in June 2024. Nomination of the candidates for Director as Audit & Supervisory Committee Member has passed through the deliberation process of the Advisory Committee Relating to Nominations and Compensation, a majority of whose members are Independent External Directors. The Audit & Supervisory Committee has consented to this proposal. The candidate for Director as Audit & Supervisory Committee Member is as stated on the next – 19 – Tetsu Takahashi Reelection External Director Independent Director (Date of Birth: October 24, 1956) Shareholdings: Attendance at meeting of Board of Directors: Attendance at meeting of Audit & Supervisory Committee: 12/12 (100%) Term of office: 2 years Apr. 1986 Registered with Tokyo Bar Association – 21/21 (100%) Joined Miyakezaka Law Offices Jul. 2003 Representative Partner of KASUMIGASEKI PARTNERS LAW OFFICE Mar. 2006 Outside Audit & Supervisory Board Member of Apple Japan Co., Ltd. Mar. 2007 External Director of McDonald’s Holdings Company (Japan), Ltd. External Director of McDonald’s Company (Japan), Ltd. Jun. 2007 Outside Audit & Supervisory Board Member of Gro-Bels Co., Ltd. Oct. 2007 Outside Audit & Supervisory Board Member of Bit-isle Inc. (currently, Equinix, Inc.) Jan. 2012 Outside Audit & Supervisory Board Member of Boox Co., Ltd. (currently, eBOOK Initiative Japan Co., Ltd.) Feb. 2012 Outside Audit & Supervisory Board Member of ZOOM CORPORATION Jun. 2015 Outside Director (Audit and Supervisory Committee Member) of ZOOM CORPORATION Oct. 2016 Outside Audit & Supervisory Board Member of eBOOK Initiative Japan Co., Ltd. Jun. 2020 External Director (Audit & Supervisory Committee Member) of Nomura Real Estate Holdings, Inc. (present) Dec. 2020 Executive Partner of ITN law office (present) Mar. 2022 External Director of McDonald’s Holdings Company (Japan), Ltd. (present) Significant Concurrent Positions Executive Partner of ITN law office External Director of McDonald’s Holdings Company (Japan), Ltd. Reasons for Nomination as a Candidate for External Director and Outline of Expected Roles Tetsu Takahashi has great knowledge, experience and profound insights as a legal expert acquired through his many years working as a lawyer. He has never in the past been involved in the management of a company except as an outside director, however he has been nominated as a candidate for External Director as Audit & Supervisory Committee Member because it is expected that his extensive experience and knowledge as a representative of a law firm and an outside director and outside audit & supervisory board member of other companies will continue contributing to strengthening the supervisory function of the Board of Directors and the corporate governance structure, as well as to enhancing the auditing structure. Notes: 1. Tetsu Takahashi is a candidate for External Director. 2. There is no special conflict of interest between Tetsu Takahashi and the Company. 3. Tetsu Takahashi is, at present, an External Director of the Company. His term of office as External Director will be two years at the conclusion of this Ordinary General Meeting of Shareholders. 4. The Company has entered into an agreement with Tetsu Takahashi to limit his liability for damages provided for in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the Companies Act. If his election is approved, the Company will continue the said agreement with 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. The Company enters into a directors and officers liability insurance policy with an insurance company and intends to cover litigation expenses and the amount of legal indemnification to be borne by insureds arising from their performance of duties. If the election of Tetsu Takahashi is approved, he will be included as one of the insureds in this insurance policy. The Company will bear – 20 – the full amount of the insurance premiums. In addition, the Company plans to renew the insurance policy in December 2022. 6. Tetsu Takahashi is an Independent Director/Auditor as stipulated under the regulations of the Tokyo Stock Exchange. If his election is approved, the Company will continue to designate him as Independent Director/Auditor. – 21 – 1. 2. 4. 5. 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 Board of Directors establishes criteria concerning the impartiality of Independent External Directors and nominates Independent External Directors having confirmed that they do not correspond to any of the following items. Individuals who execute business for any other company with which the Company or its subsidiaries have a reciprocal employment relationship as each other’s External Directors; Individuals who are employees of the Company’s or its subsidiaries’ major business partners (*1) or who are employees at companies that consider the Company or its 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 in excess of ¥10 million in addition to Directors compensation from the Company or its subsidiaries during the most recent business year; 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 its subsidiaries; 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 or such business partner’s annual consolidated sales in the most recent business year. *2. Large sums of money or other property gains means gains that exceed 2% of that company’s annual consolidated sales in the most recent business year. – 22 – Reference: The composition of the Board of Directors if Proposal No. 2 and Proposal No. 3 are approved in this Ordinary General Meeting of Shareholders, and fields in which the Group holds expectations for each of them as Directors are outlined below. Audit & Supervisory Committee Member Years as director Gender Corporate manage-ment Fields of expectation for directors Finance & Accounting Legal and compliance Overseas business ICT and digital Sustainabil-ity Real estate and construc-tion Name Reelection Non-executive Shoichi Nagamatsu Eiji Kutsukake Daisaku Matsuo Reelection Reelection Satoshi Arai New election Makoto Haga Reelection Reelection Hiroshi Kurokawa Tetsuro Higashi Hiroyuki Kimura Yasushi Takayama Yoshio Mogi Akiko Miyakawa ○ External Independent ○ External Independent ○ External Independent ○ 2 years Male 8 years Male 1 year Male ― Male 5 years Male 1 year Male 3 years Male 3 years Male 3 years Male 3 years Female ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Reelection External Independent ○ 1 year Male Tetsu ○ Takahashi * The above list does not represent all of the knowledge and experience of the Directors. 2 years Male Reelection ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 23 – Proposal No. 4: Revision of Amounts and Details of Compensation, etc. under Performance-based Stock Incentive Plan for Directors (Excluding Directors as Audit & Supervisory Committee Members) 1. Reason and Rationale for the Proposal At the 14th Ordinary General Meeting of Shareholders held on June 26, 2018, the Company gained shareholder approval for the introduction of a stock incentive plan (the “Plan”) for its Directors (excluding Directors as Audit & Supervisory Committee Members, External Directors and non-residents of Japan), and this remains in place to the present day. In order to achieve sustained high profit growth going forward in a rapidly changing business environment, the Company has clarified the Group’s vision with respect to the kind of value that the Group seeks to provide to society and its customers in the future as a corporate group. Guided by this vision and based on the notion that we need to evolve and transform approaches and methods of value creation, we formulated and released the Nomura Real Estate Group 2030 Vision, “Be a ‘Life & Time Developer,’ as never seen before,” and we furthermore formulated our new mid- to long-term business plan (the “Business Plan”) in April 2022. Under this proposal, we seek approval from the General Meeting of Shareholders to continue holding to the content of the Plan upon its partial revision, undertaken with the aim of, with respect to the Directors eligible for the performance-based portion of the share-based compensation as described in “2. Amount and Content of Share-based Compensation, etc. under the Plan Subsequent to Revision” below, further enhancing the link between the outcomes of managerial effort undertaken by the Directors toward achieving targets of the Business Plan and the compensation system; and, furthermore, heightening awareness among External Directors of shared value with shareholders by adding External Directors to Directors who fall within the scope of eligibility for the non-performance-based portion of the share-based compensation as described in the same section of this proposal. Specifically, the revisions will prompt greater awareness of the contribution made by Directors eligible under the Plan with respect to increasing corporate value over the medium to long term. The revisions will also bolster awareness of shared interests between such Directors and shareholders by increasing the performance based portion in compensation linked to the Company’s share. The revisions will furthermore draw out incentive for achieving our business targets. We will add External Directors of the Company to the scope of eligibility for the non-performance-based portion of the share-based compensation, as mentioned above, taking into account the more expansive responsibilities that are expected of external directors in recent times. This is to serve as incentive for ensuring prevention of damage to the Company’s corporate value and for maintaining its credibility, with the aim of enhancing corporate governance. We deem that these revisions are appropriate on the basis of various factors that include: the share-based compensation granted to the External Directors are not linked to the Company’s earnings performance; vesting of the shares is to be deferred until the time of resignation, and; the shares are within an appropriate range commensurate with professional roles. Directors as Audit & Supervisory Committee Members will continue not to be eligible with respect to the Plan. Revision of the Plan has been deliberated by the Advisory Committee Relating to Nominations and Compensation, a majority of whose members are Independent External Directors, in order to ensure transparency and objectivity regarding the process of making decisions on compensation. Also, the Audit & Supervisory Committee has expressed the opinion that this proposal is appropriate and there are no matters of concern. The Company intends to revise its “policy for deciding the details of the compensation, etc. for each individual Director excluding Audit & Supervisory Committee Members,” subject to approval of this proposal. We deem that the content of this proposal is appropriate also given that it is set to align with such policy subsequent to the revision. With respect to the number of the Directors eligible for the Plan (the “Eligible Directors”), there are currently six (6) Directors (excluding Directors as Audit & Supervisory Committee Members; of which one (1) is an External Director), but there are to be seven (7) Directors (excluding Directors as Audit & Supervisory Committee Members; of which one (1) is an External Director) at the conclusion of this General Meeting of Shareholders, if Proposal No. 2 “Election of – 24 – Seven (7) Directors (Excluding Directors as Audit & Supervisory Committee Members)” is approved in its original form. Reference: Revision of the Plan (Summary) Main categories of revision Covered Period Proposed revision Revision aims and reasons This is to ensure that established phases constituting increments of three fiscal years under the Business Plan align with the Covered Periods under the Plan. The Covered Period is to encompass three consecutive fiscal years, as is the case under the current Plan. The Covered Period beginning from the fiscal year ended March 31, 2022, is to conclude as of that fiscal year, pursuant to the Plan prior to revision. Meanwhile, the new Covered Period is to encompass the three consecutive fiscal years beginning from the fiscal year ending March 31, 2023, pursuant to the Plan subsequent to revision. If procedures for period extension are implemented, the Plan will apply to each three fiscal years thereafter. External Directors of the Company (excluding Directors as Audit & Supervisory Committee Members and non-residents of Japan) shall be added to the persons eligible under the existing plan. Persons eligible for non-performance-based portion* The Company expects that the increase in compensation for External Directors, in light of the recent expansion of their responsibilities, will be dealt with share-based compensation, which will work as an incentive to prevent damage to the Company’s corporate value and maintain its credibility by sharing value with shareholders as part of its efforts to strengthen corporate governance. Vesting of shares will be deferred until the time of resignation. This will result in a higher proportion of incentive for improving mid- to long-term performance within the Directors’ compensation structure, taking into account the need for enhancing awareness toward increasing corporate value over the mid to long term, and ensuring consistency with features of the real estate business, which enlists a medium- to long-term business outlook. Maximum amount of money to be contributed to the Plan by the Company and maximum number of shares to be vested, etc. to Directors ¥1,650 million and 672,000 shares for each period of three fiscal years (of which, there are ¥9,900,000 and 4,030 shares maximums per External Director for each period of three fiscal years) * The non-performance-based portion of shares is not linked to performance and consists of the “restricted shares (RS)” portion of share-based compensation of the Company, whereby vesting, etc. is deferred until resignation of each Director and officer of the Group in principle. (Please check the following 4)-ii) and 5)-ii) of section 2. for further details.) 2. Amount and Content of Share-based Compensation, etc. under the Plan Subsequent to Revision (major revisions underlined) 1) Outline of the Plan The Plan is a performance share plan under which the Company’s shares are acquired through a 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 Eligible Directors through the trust in accordance with the share delivery regulations provided for by the Board of Directors. (See 2) onward for the details) The Plan consists of a “performance-based portion,” under which the Company Shares, etc. are vested, etc. three years after the beginning of each business year, and a “non-performance-based portion,” under which the Company Shares, etc. are vested, etc. upon the resignation of each Director and officer of the Group in principle. – 25 – i) Persons subject to the Plan Performance-based portion The Company’s Directors (excluding Directors as Audit & Supervisory Committee Members, External Directors and non-residents of Japan) Non-performance-based portion The Company’s Directors (including External Directors, but excluding Directors as Audit & Supervisory Committee Members and non-residents of Japan) ii) Impact which the Company’s shares would have on the total number of shares issued Maximum amount of money to be contributed by the Company The maximum amount is ¥1,650 million in three business years (as stated in 2) and 3) below) (of which, there is ¥9,900,000 per External Director for three business years) Maximum number of the Company Shares, etc. (including the Company’s shares subject to conversion into cash) to be vested, etc. to Directors and the acquisition method for such shares • The maximum number of the Company Shares, etc. to be vested, etc. is 672,000 shares in three business years (as stated in 4) below) (of which, there are 4,030 shares per External Director for three business years) • The yearly average at 224,000 shares of the aforementioned maximum number is approximately 0.12% of the total number of shares issued of the Company (as of March 31, 2022, after deducting treasury shares) • The Trust will acquire the Company’s shares from the Company (disposition of treasury shares) or the stock market iii) Measurement of the level of achievement of performance targets • The performance-based portion varies between 0% and 200% depending on the level of achievement of performance targets • The achievement-level indicators include target figures of consolidated operating profit and profit attributable to owners of