Slides
Page 1
© Nomura November 2026 Nomura Group's Governance Initiatives Nomura Holdings, Inc.
Page 2
Corporate Governance System (after AGM in June 2026) 1 General Meeting of Shareholders Group CEO Executive Management Board Board of Directors Group CEO 11 times (4 in FY26/27 1H) **All meetings were held in the fiscal year ended March 2026.Please note that the figures in parentheses show meetings held in the first half of the fiscal year ending March 2027. Audit Committee 13 times (7 in FY26/27 1H) (Chairperson) Board Risk Committee 5 times (2 in FY26/27 1H) (Chairperson) Assist in supervision of risk management Audit Determination of compensation Formulation of proposals for election and dismissal Management Oversight Execution of business• Oversight • Delegation of decision-making authority on business execution Determination of compensation for Executive Officers Audit Outside Directors Inside Directors (Non-Executive) Inside Directors (Executive) 7 Outside Directors 64% 3 Female Directors 27% 3 Non-Japanese Directors 27% (Chairperson) 6 times (2 in FY26/27 1H) Nomination Committee (Outside Directors 100%) Compensation Committee (Outside Directors 100%) (Chairperson) 5 times (2 in FY26/27 1H) ◼ With the aim of further enhancing corporate governance, the Nomination Committee and the Compensation Committee were restructured in June 2025 so that all members are Outside Directors; previously, each consisted of two Outside Directors and one Non-Executive Inside Director ◼ Only 1.4%1 of all companies listed on the TSE Prime Market2 are companies with Three Board Committees, etc. whose Nominating Committee and Compensation Committee are composed solely of outside directors—making this an advanced governance practice 1. Japan Association of Corporate Directors 1st August 2026 “List of companies with Three Board Committees, and the composition of the board of directors and each committee, and chairpersons, for companies with Three Board Committees.“ 2. Japan Exchange Group HP, List of TSE-listed Issues (Sep.2026), A total of 1,550 companies
Page 3
Name Year of Appointment Committee1 Experience Background No. of significant concurrent positions outside Nomura Group3 Nomination Compensation Audit Risk Management Global Financial Industries Accounting/ Finance Legal systems/ Regulations Internal Control 2 Digital /IT/DX Sustainability Koji Nagai Non- Executive (Chairman of the Board of Directors) Jun. 2013 ✓ ✓ ✓ ✓ Mr. Nagai served as President and Group CEO of Nomura Holdings, Inc. and President of Nomura Securities Co., Ltd. (He relinquished executive duties for Nomura Holdings, Inc. in April 2020 and for Nomura Securities Co., Ltd. in April 2017.) - Kentaro Okuda Executive Officer Jun. 2020 ✓ ✓ ✓ ✓ Mr. Okuda has held positions including Executive Managing Director and Deputy President, Group Co-COO of Nomura Holdings, Inc. and Director, Executive Managing Director and Deputy President of Nomura Securities Co., Ltd. and currently serves as Director, Representative Executive Officer, President and Group CEO of Nomura Holdings, Inc. and Representative Director and President of Nomura Securities Co., Ltd. - Yutaka Nakajima Executive Officer Jun. 2023 ✓ ✓ ✓ ✓ Mr. Nakajima has held positions including Head of Global Markets, Senior Managing Director of Nomura Holdings, Inc. and Representative Director and Deputy President of Nomura Securities Co., Ltd. and currently serves as Director, Representative Executive Officer, Deputy President of Nomura Holdings, Inc. and Representative Director, Deputy President of Nomura Securities Co., Ltd. - Shoji Ogawa Non- Executive Jun. 2021 ○ ○ ✓ ✓ ✓ Mr. Ogawa has held positions including Head of Office of Audit Committee, Head of Office of Non-Executive Directors and Senior Managing Director of Group Internal Audit of Nomura Holdings, Inc.. He has extensive experience and knowledge in the governance, internal control and internal audit field of the Nomura Group. - Victor Chu Outside Director Jun. 2021 ○ ✓ ✓ ✓ ✓ ✓ ✓ Mr. Chu has extensive experience with respect to corporate management and the finance industry. He established First Eastern Investment Group and apart from serving as its Chairman and CEO, has held key positions in Hong Kong financial circles, such as key positions at the Hong Kong Stock Exchange etc. 3 Director’s profile and role (1) (after AGM in June 2026) 2 1. ◎ : Chairman of the Committee, ○ : Member of the Committee 2. Including Risk management 3. As of 30th September 2026
Page 4
Name Year of Appointment Committee1 Experience Background No. of significant concurrent positions outside Nomura Group3 Nomination Compensation Audit Risk Management Global Financial Industries Accounting/ Finance Legalsystems/ Regulations Internal Control 2 Digital /IT/DX Sustainability Patricia Mosser Outside Director Jun. 2021 ◎ ✓ ✓ ✓ ✓ ✓ Ms. Mosser, apart from her current holding of positions such Special Research Scholar and Director of Central Banking at Columbia’s School of International and Public Affairs, including the holding in the past of positions such as Deputy Director of the Office of Financial Research at the U.S. Department of the Treasury and Senior Vice President of the FRBNY, has many years of experience as an economist and central banker, and such achievements and related insights have been evaluated highly both within and outside of the Company. 1 Takahisa Takahara Outside Director Jun. 2021 ○ ○ ✓ ✓ ✓ Mr. Takahara has extensive experience with respect to corporate management, and currently holds the position as Representative Director, President & CEO of Unicharm Corporation 2 Miyuki Ishiguro Outside Director Jun. 2023 ○ ○ ○ ✓ ✓ Ms. Ishiguro, from her many years of experience as an attorney, is well-versed in legal systems/regulations in areas such as finance and capital markets. She has held positions such as Partner of Nagashima Ohno & Tsunematsu.4 3 Masahiro Ishizuka Outside Director Jun. 2023 ◎ ✓ ✓ Mr. Ishizuka is well-versed in international accounting systems from his many years of experience as a Certified Public Accountant and has a high degree of expertise with regard to international accounting systems corresponding to a Sarbanes-Oxley Act of 2002 financial expert. He has held positions such as Vice Chairman of the Audit Standards Committee of the Japanese Institute of Certified Public Accountants and Executive Officer, General Manager of the Reputation Quality Risk Management Headquarters of Deloitte Tohmatsu LLC (currently Deloitte Tohmatsu Group Japan LLC) and Deloitte Touche Tohmatsu LLC,. - Taku Oshima Outside Director Jun. 2024 ◎ ◎ ✓ ✓ ✓ Mr. Oshima has extensive experience with respect to corporate management, and currently holds the position Representative Director and Chairman of NGK Corporation. (He is a non-executive director.) 3 Nellie Liang Outside Director Jun. 2025 ○ ✓ ✓ ✓ ✓ ✓ ✓ Ms. Liang has extensive knowledge regarding finance-related regulations and many years of experience as an economist, including the holding in the past of positions such as Under Secretary for Domestic Finance at the U.S. Department of the Treasury, and Director of Division of Financial Stability of U.S. Federal Reserve Board (FRB) etc. 1 Director’s profile and role (2) (after AGM in June 2026) 1. ◎ : Chairman of the Committee, ○ : Member of the Committee 2. Including Risk management 3. As of 30th September 2026 4. Although she serves as a partner of Nagashima Ohno & Tsunematsu, the amount of transactions between Nagashima Ohno & Tsunematsu and the Company in fiscal 2025 was less than 1% of Nagashima Ohno & Tsunematsu 's sales. Also, there are no general retainer agreements between Ms. Ishiguro and Nagashima Ohno & Tsunematsu and the Company. 3
Page 5
Definition of "Experience" Directors' Experience ◼ In terms of the criteria related to the directors' “experience," the following aspects are considered: ◼ Please note that these are what the Company expect for Directors and do not represent all the skills, experience and expertise of each Director Management A person with experience mainly in corporate representative positions Global A person with experience in international corporate representative positions and/or working outside Japan Financial Industry A person with work experience in financial institutions and financial regulatory authorities etc. Accounting / Treasury A person with relevant work experience in accounting and treasury, and/or with academic background Legal system /Regulation A person with experience in legal and compliance-related work, with work experience at regulatory agencies and government offices, and/or with academic background Internal Control* *including Risk Management A person with relevant business experience in internal control and/or academic background Digital /IT / DX A person with business experience in digital/IT and DX-related roles and/or with academic background Sustainability A person with business experience mainly in sustainability-related area such as environment, human rights and diversity (including experience in addressing sustainability as a corporate leader), and/or with academic background 4
Page 6
Composition and Roles of Three Statutory Committees (Nomination, Compensation and Audit Committees) ◼ To ensure and improve the independence and transparency, the Chairs of all three committees are Outside Directors ◼ After June 2024, Director Oshima has been appointed as the chair of the Nomination and the Compensation Committees, and Director Ishizuka has been appointed as the chair of the Audit Committee Composition and Roles of the Three Committees ⚫ Report from Directors, Executive Officers and Senior Managing Directors (SMD), on the status of the execution of duties ⚫ Report from SMD & Head of Group Internal Audit, on evaluation of internal controls ⚫ Reports from a member of the Audit Committee and Audit Mission Directors on the status of audits conducted ⚫ Report from Ernst & Young ShinNihon LLC ⚫ Level of Compensation of Directors/Executive Officers ⚫ Individual compensation of each Director and Executive Officer ⚫ Establish the policy with respect to the determination of the compensation and other remuneration of Directors and Executive Officers ⚫ Determine the individual compensation and other remuneration of each Director and Executive Officer Role Key items discussed during FY2026/27 1H Nomination Committee Compensation Committee Audit Committee ⚫ Audit the executions by the Directors and Executive Officers of their duties and prepare audit reports ⚫ Determine the content of proposals concerning the election and dismissal of the accounting auditors to be submitted to the Annual General Meeting of Shareholders FY2025/26: 6 FY2026/27: 2 (as of the end of September) FY2025/26: 5 FY2026/27: 2 (as of the end of September) FY2025/26: 13 FY2026/27: 7 (as of the end of September) ⚫ Determine the particulars of a proposal concerning the election and dismissal of Directors to be submitted to the Annual General Meeting of Shareholders ⚫ Determine the independence criteria for Outside Directors ⚫ Supervise the succession and the status of its implementation Number of meetings 5 ⚫ Reason for the appointment of Directors to be specified in the Reference Materials of the Annual General Meeting of Shareholders ⚫ Approach to Selecting Outside Director Candidates
Page 7
Composition and Role of the BRC The Board Risk Committee ◼ The Board Risk Committee (BRC), commenced in October 2021, oversees Nomura’s risk management framework for its enhancement via outside director insight and expertise ◼ The committee contributed to enhance the transparency of the comprehensive view of Nomura’s risk management and promoted deeper discussions on risk-related issues ◼ The number of committees held in FY2025/26 was 5 and similar counts are expected in FY2026/27 ◼ To ensure a high degree of independence, the BRC consists of four members, three outside directors and one inside non-executive director and is chaired by one of the outside directors. (refer to page 2 and 3 for information about the members) ◼ The BRC provides specialized oversight to strengthen the Board of Directors oversight functions. To contribute to the sophistication of the Board’s risk management, the BRC mainly covers the following matters: 1. Amendment and abolition of the Risk Appetite Statement 2. Change of risk management framework 3. Results of analysis and verification or future forecasts of risk environment 4. Execution state of the overall risk management and medium- to long-term risk strategies Key Items discussed by the BRC during FY2026/27 1H 6 ◼ Risk Management Framework of Banking ◼ Risk Management Framework of Wealth Management ◼ Semi-annual Revision of Risk Appetite and Risk Appetite Statement ◼ Current State of Affairs and Nomura’s Risk Management
Page 8
Cybersecurity measures and AI governance framework ◼ The GRMC (or its subordinate committee chaired by Group CIO), based on a delegation from the EMB, covers critical security topics. In the event of an incident, a report is also submitted to the GCMC ◼ Hired a CISO (Chief Information Security Officer), and the establishment of the Cybersecurity Department as a specialized organization (April 2024) ◼ Established a governance framework across Nomura Group to consistently manage AI development, deployment, use, and monitoring, in order to promote responsible AI use in line with regulatory requirements and deliver value while mitigating risk 7 Management Structure Technical Measures ➢ Regularly engaging various external service providers to perform independent assessments of our cybersecurity programs and controls. The results are integrated into updates to our cybersecurity accordingly ➢ Conduct our own regular internal security assessments, such as penetration testing, vulnerability scanning, red teaming, and tabletop cyber attack simulations ➢ Developed a Third-Party Security Risk Management program that monitors and assesses the cybersecurity controls of our third-party vendors, which include, among others, service providers and suppliers. ➢ Strategic management of frontier AI risks through mitigation measures and AI-enabled defensive capabilities Training and culture for cybersecurity ➢ Seminar and training programs are provided to all executives and employees to raise awareness of cybersecurity Establishment of an AI governance framework ➢ The Nomura Group AI Committee deliberates and decides on key matters concerning AI strategy, cross-Group priorities, common platforms and AI governance. It reports to the EMB as needed and to the Board of Directors and Board Risk Committee as appropriate Basic Principles and main initiatives ◼ Promote various initiatives across four areas: organizational operations, system response, personnel response and external cooperation Executive Management Board (EMB) Nomura Group Crisis Management Committee (GCMC) Cyber Incident Nomura Group CSIRT1 reps. HQ Corporate functions reps. Nomura Securities IT divisions reps. Major subsidiaries CSIRT reps. Subsidiaries’ CSIRT or IT division Regulatory authorities, Police Media, etc. Community External Parties JPCERT/CC2 Securities CEPTOAR3 Financial ISAC4 IT Security experts Communicate & Respond Info. Sharing Group Risk Management Committee (GRMC)1 Nomura Group CSIRT 1. CSIRT: Computer Security Incident Response Team 2. JPCERT/CC: Japan Computer Emergency Response Team Coordination Center (JPCERT/CC) is an independent and neutral organization that operates tec hnically to handle computer security incidents such as intrusions and service disruptions occurring via the internet. It accepts reports on incidents within Japan, supports responses, understands the status of incidents, analyzes techniques, and considers or advises on measures to prevent recurrence, independent from specific government agencies or companies. 3. CEPTOAR: Capability for Engineering of Protection, Technical Operation, Analysis and Response is an organization responsible for information shar ing and analysis functions for critical infrastructure operators, including the financial infrastructure sector. 4. ISAC: Information Sharing and Analysis Center is an organization that promotes initiatives for information sharing and collaboration within the industry, and a Financial ISAC also exists. Board of Directors The Board Risk Committee AI Governance Forum (Domestic / International) Nomura Group AI Committee
Page 9
the Board of Directors ◼ During 1H of FY2026/27, the Board of Directors met 4 times. The contents of deliberation, other than the regular agendas, are as shown in the table below ◼ In October 2026, we held a Board of Directors at the London office and discussed the status of EMEA business Main Contents of Deliberation (FY2026/27 1H) Content of the Discussion Main Agendas Content of the Discussion Main Agendas Management Vision for 2030 Progress toward the 2030 Management Vision, upward revision of numerical targets, strategies of each business Division, etc. Action to implement management that is conscious of cost of capital and stock price Nomura’s capital allocation, cost of equity, the status of ROE, share price and PBR, initiatives to improve corporate value (PBR), etc. Sustainability Related Report Review of materiality, sustainable finance target, Sustainability disclosure regulations, etc. Initiatives on Cybersecurity Cybersecurity measures, cybersecurity drills, future action plans, use of AI, etc. Dialogues with Shareholders Status of the dialogues with shareholders and investors, etc. Report of the Operational Reform Promotion Committee Progress on response measures and future direction regarding former employee incident, etc. Report of Investment Securities Committee Status of holdings of Investment Securities, and future direction, etc. Approach to the Listed Related Companies Oversight framework of the listed related companies and approach to involvement in the management decision- making process, etc. 8
Page 10
Board Effectiveness Review 9 1 2 3 4 PDCA Cycle to ensure Effectiveness of Board Future Challenges To further enhance the Board’s management oversight function, the following challenges will be addressed: ◼ Need to deepen oversight in view of the characteristics of Nomura’s business portfolio as a global company and its growth areas ◼ Strengthening the operation of the Board to further improve the depth of deliberations Effectiveness Review Items * In addition to evaluation of each Director, we conducted third party evaluation of the Board Effectiveness (The latest third-party evaluation was conducted in FY2022/23) Summary of the Board Effectiveness Review in FY2025/26 ◼ Numerous opinions were expressed crediting the board for efforts undertaken in response to the FY2024/25 evaluation and for the prompt sharing of information within the board ◼ High marks again, with improved ratings for contributions to sustainable growth and enhancing corporate value and for bringing a long-term perspective to the analysis of earnings performance ◼ Conducting Board Effectiveness Review since FY2015/16 ◼ Each Director assesses composition and management of Board, including quantity and quality of information offered and discussions by Board, shares the findings with the Board and the Outside Directors Meetings and learns from the resultsin order to continue strengthening their oversight function ◼ In addition to the evaluation of each director, a third-party evaluation by an external organization is also conducted regularly (the most recent was in FY2022/23) ◼ Overall Evaluation of the Board of Directors ◼ Composition and Operation of the Board of Directors ◼ The Board of Directors’ involvement in the Management Goals and Strategies ◼ Management Oversight Functions of the Board of Directors ◼ Each Committee ◼ Monitoring Dialogue with Stakeholders ◼ Regarding Outside Directors Meetings Board analyzes and evaluates effectiveness of the entire Board based on evaluations provided by each Director Each Director evaluates own execution of duties and effectiveness of the entire Board * Discussion on the results of the evaluation and the corresponding responses based on those results Formulation and implementation of Board management plan based on the discussion 2 3 4 1 Steps taken after the Board Effectiveness Review in FY2024/25 ◼ Repeated monitoring of performance indicators and progress toward the 2030 management vision “Reaching for Sustainable Growth” at meetings of the Board of Directors ◼ Deepened interactions between stakeholders and Outside Directors, repeatedly discussed and monitored the state of dialogue at board meetings
Page 11
Structure of Executive Compensation ◼ Established the Nomura Group‘s Compensation Policy that applies to our employees and Statutory Officers (the “Basic Policy”) and the Compensation Policy for Directors and Executive Officers of NHI that applies to Statutory Officers in order to achieve sustainable growth, deliver long-term growth in shareholder value, deliver excellence to our clients, enhance our competitive strength in the global markets and enhance our reputation Compensation Governance NHI shares will be issued based on the results of performance indicators during the performance evaluation period Annual bonuses will be paid in cash and deferred compensation (NHI share or cash) after the end of the relevant fiscal year Performance- linked Compensation Fixed Compensation Base Salary Cash Bonuses Annual Bonuses Restricted Stock Unit or Notional Stock Unit Performance Share Unit Long-term Incentive Plan Cash compensation determined by reflecting individual role, responsibilities, etc Stock-related compensation and non-monetary compensation Type Overview Restricted Stock Unit (RSUs) • Settled in the Company’s common stock • Graded vesting period is set as three years in principle Notional Stock Units (NSUs) • Linked to the price of the Company’s common stock and cash-settled in local currency • Graded vesting period is set as three years in principle Performance Share Units (PSUs) • The number of shares to be awarded will be determined by depended on the degree of achievement of the performance targets (Performance indicators:ROE/TSR) during the three-fiscal-year evaluation period. ◼ As a company with three Board Committees, as defined under Japanese corporate law, NHI has established an independent statutory Compensation Committee composed solely of Outside Directors ◼ The Committee has established both our Basic Policy and our Compensation Policy for Directors and Executive Officers of NHI, based on which compensation for Directors and Executive Officers of NHI is determined Determination method of compensation ◼ Compensation of Directors and Executive Officers is divided into fixed compensation and performance linked compensation, with fixed compensation consisting of base salary and performance-linked compensation consisting of annual bonus and long-term incentive plans ◼ With respect to the President and the Group CEO, given the overall responsibility of business execution of the Nomura Group, the basic amount of the performance-linked compensation is calculated based on the level of achievement in actual value(s) against the target value(s) of key performance indicator(s) and performance metrics (i.e. net revenue, cost- to-income ratio, income before income taxes, EPS, ROE and TSR1) that form the basis for their calculation. In addition, Total Compensation (“TC”), including fixed compensation and performance-linked compensation, is determined by considering, as needed, qualitative evaluation such as competitor benchmarking ◼ With respect to the Directors and the Executive Officers, their annual bonus and TC are determined based on the ones of the Group CEO, reflecting individual roles and responsibilities, respective jurisdiction’s regulations and compensation level etc. in addition to the qualitative elements 10 Scheme of Compensation for Statutory Officers Total compensation (TC) 1.TSR: Total Shareholder Return
Page 12
Trends in Strategic Shareholdings Reduction of Strategic Shareholdings *Unless otherwise specified, figures are based on the end of March ◼ As of the end of September 2026, the Company held 160 names in investment securities with a total market value of Y136.7 billion recorded on its balance sheet ◼ We set a target of reducing the names of strategic shareholdings held (including unlisted names) by 25% in the 5 years from April 1, 2022 to March 31, 2027. Through regular quantitative and qualitative analyses of each security, we made decisions on whether to sell or continue holding and achieved the target one year ahead of schedule in the fiscal year ended March 2026. We will continue to sell shares where we determine that doing so is reasonable, while taking into consideration the potential impact on the market and any other relevant factors 11 961 510 473 435 419 398 378 360 336 313 306 301 297 276 250 233 222 210 195 178 167 160 0 50 100 150 200 250 300 350 400 450 500 0 100 200 300 400 500 600 700 800 900 1,000 1998 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2026 Sep Changes in Number of Strategic Shareholdings and Market Value (Yuho disclosure based, equivalent to 6-K) Number of shareholding names(left axis) Amounts on the balance sheet(right axis)(bn JPY) 2.8% 25.2% 0% 5% 10% 15% 20% 25% 30% Nomura (March-end 2026) Average of 3 mega banks (March-end 2026) Ratio of Strategic Shareholdings to Consolidated Net Assets
Page 13
Process for Reviewing the Value of Strategic Shareholdings Reduction of Strategic Shareholdings ◼ Based on the internal review process, the rationale of holding strategic shareholdings is verified. A quantitative analysis is performed on all holdings. We will consider continuous holding of stocks if the returns are above the threshold. For stocks that do not meet the threshold, a qualitative analysis is performed to determine whether to consider continuous holding or pursue sale. We have sold some stocks even that have been categorized as consider continuous holding ◼ The Investment Securities Committee has been established internally to review our strategic shareholdings and, in accordance with the above process, conduct individual reviews, confirm, and discuss the significance of the shareholdings. The Board of Directors reviews what was discussed at the Investment Securities Committee 12 Quantitative analysis regularly held for all strategic shareholdings Confirm medium-to long-term revenue projections for qualitative analysis Return is less than the standard Return exceeds the standard Confirmation of prospect of future revenue, etc. Holding purpose, holding periods, other qualitative elements Relationship with issuers and with the local economy, and other significant elements Consider continuous holding Quantitative analysis verifies whether the return on required capital (revenues and dividends from transactions with companies, etc.) exceeds the required level. If it meets the required level, we will consider continuous holding of our position, and if not, we will conduct further qualitative analysis. Qualitative analysis considers whether to consider continuous holding or to pursue sale based on medium-to long-term revenue projections, holding objectives and periods, relationships with issuers and regional economies, and other strategic factors. Quantitative Analysis Qualitative Analysis Pursue sale Holding Policy Yes No Fulfil Fulfil No No Consider continuous holding Consider continuous holding Pursue sale
Page 14
Synergies with Listed Related Companies Ownership1 ◼ 23.6% ◼ 37.8% ◼ 50.6% Accounting treatments ◼ Affiliated company ◼ Affiliated company ◼ Consolidated subsidiaries Market capitalization2 ◼ 2.77 trillion yen ◼ 753.6 billion yen ◼ 16.3 billion yen Revenue3 (millions of yen) ◼ 814,708 ◼ 942,505 ◼ 11,242 Operating profit3 (millions of yen) ◼ 58,273 ◼ 138,242 ◼ 1,410 Net income3 (millions of yen) ◼ 15,257 ◼ 82,880 ◼ 967 Synergies with NHI group ◼ Builds strategic partnership/alliances as an important strategic company − Development and maintenance of core IT systems − Accepts secondees at IT related department (Talent sourcing) − Entrustment of middle/ back operations of asset management related business − Operation of a joint venture (eg. Boostry) ✓ Collaborating on the development and issuance of a public offering of real-estate security token that enables investments in large-scale properties. − Building a new model for Workplace business − Triggered by the provision of a financial services platform for a financial product brokerage, began comprehensive business partnerships with regional financial institutions. ◼ Builds strategic partnership/alliances as an important strategic company − Real estate brokerage for NSC clients − Real estate related asset management (e.g. Real estate fund management through a joint venture, Nomura Real Asset Investment, and develop and provide real estate investment products) − Support/maintenance/management of leased properties ◼ In the pursuit of establishing a dominant brand in the High-Net-Worth Individuals market, real-estate related solutions are becoming increasingly important. − Reinforce origination opportunities by leveraging the client networks related to real estate - which are difficult for NSC to access on its own. ◼ Builds strategic partnership/alliances − Leasing real estate − Logistics − Warehousing Source: Financial statements (annual, quarterly), Press Release, FactSet 1. Shareholding ratio of our company to total issued shares (excluding treasury stock) are as of the most recent fiscal period 2. As of September 30, 2026 3. Figures as of the most recent fiscal period / IFRS for NRI / JGAAP for NREH and Sugimura Warehouse ◼ Building a strategic alliance and collaborative relationship as a group with Nomura Research Institute and Nomura Real EstateHoldings ◼ Collaborates with Sugimura Warehouse in CRE and logistics field 13
Page 15
Topics about Corporate Governance Mr. Takahisa Takahara (Reasons for designation as an outside director nominee and expected role: Excerpt from the Notice of Convocation of the Annual General Meeting of Shareholders, June 2026) Mr. Takahara, including his current holding of the position of Representative Director, President & CEO of Unicharm Corporation, has extensive experience with respect to corporate management, and such achievements and related insights have been evaluated highly both within and outside of the Company. The Company has designated him as an outside director nominee with the expectation that he will continue to apply such extensive experience and high level of independence to perform a full role as an outside director in determining important managerial matters and overseeing the business execution of the Company. Significant concurrent positions Representative Director, President & CEO of Unicharm Corporation Outside Director of Sumitomo Corporation Attendance rate of each meeting (April to September 30, 2026) As Mr. Takahara is Representative Director, President & CEO of Unicharm Corporation, there are some concerns that due to time constraints, he will not be able to make sufficient commitments to the Company. However, he attended all the meetings held during this fiscal year and has appropriately made statements utilizing his experience gained from being a corporate manager. Board of Directors Attendance rate: 100% (4 times) Nomination Committee Attendance rate: 100% (2 times) Compensation Committee Attendance rate: 100% (2 times) 14 ◼ Director Takahara concurrently holds the position of Representative Director, President & CEO of Unicharm Corporation, but attended all the meetings of the Board of Directors and each Committee, and has made comments and raised issues based on his experience
Page 16
1. PBR: Based on the share price at fiscal year-end Total Payout Ratio ROE 58% 10.1% 0.94xPBR1 77% 3.1% 0.49x 67% 10.0% 0.77x 102% 5.1% 0.87x 92% 5.1% 0.53x (billions of yen) (yen) excluding 100th anniversary commemorative dividend (Y29.6bn): 58% 143 93 166 341 362 131 71 169 199 209 0 50 100 150 200 250 300 350 400 FY21/22 FY22/23 FY23/24 FY24/25 FY25/26 Net Income Combined dividends and share buybacks 0 200 400 600 800 1,000 1,200 1,400 1,600 Stock Price ◼ Recorded record-high net income for the second consecutive year and achieved an ROE 10%+, following the previous fiscal year. PBR has consistently remained above 1.0 ◼ For the fiscal year ended March 2026, we returned 51 yen per share to shareholders, followed by 35 yen per share for the first half of the fiscal year ending March 2027. Excluding the 100th anniversary commemorative dividend paid in the previous fiscal year, dividends per share have continued to increase steadily ROE of 10%+ achieved for the second consecutive year, with further increases in share price and PBR in FY2025/26 30 15 (left axis) (left axis) (right axis)
Page 17
Initiatives to Improve PBR Enhancing Corporate Value PBR = ROE Cost of equity* ― 1 Increase ROE Lower Cost of Equity Focus on Growth Areas 2 3 ◼ Work on following magement agendas with focus to consistently achieve ROE of 10 to 12% or more ✓ Expand and diversify revenues ✓ Achieve significant growth of stable revenues ✓ Cost control ✓ Optimize risk asset allocation ✓ Optimize capital allocation ✓ Return surplus capital to shareholders appropriately ◼ Smooth out earnings volatility by stabilizing and diversifying groupwide revenues ◼ Strengthen collaboration between Wealth Management and Banking ◼ Make bolt-on and seed investments to maximize the value of Investment Management’s global asset management platform ◼ Achieving organic and in-organic growth (*) Cost of equity Calculated using CAPM (Cost of equity = risk-free rate + beta x market risk premium). 1 2 3 Expected growth rate ◼ Focus on improving ROE and expected growth rate and reducing the cost of shareholders’ equity to achieve our FY2030 targets to further enhance corporate value 16
Page 18
17 Revision of 2030 Vision: Based on performance to date and the outlook ahead, the numerical targets have been revised upward 8~10%+ 10~12%+ over Y500bn over Y750bn Y37trn Y41trn Wealth Management ROE Income before income taxes Recurring revenue assets 80% 100%Recurring revenue cost coverage ratio - Y15trnWorkplace client assets > Y150trn ~Y180trnAssets under management ~ Y100bn ~Y150bnIncome before income taxes Y2.8trn Y2.8trnLoan outstanding1 Y70trn Y70trnInvestment trust balance1 $85.3bn $89.6bnAssets under administration2 ~6% 7%+Rev / RWA4 ~80% <80%Cost to Income Ratio Investment Management Banking Wholesale 8~10% 10%+Pre tax ROE Numerical targets for 2030 10.1% Y539.8bn Y27.9trn 72% Y9.1trn Y136.9trn 7.4% Y88.3bn 83% Y1.2trn Y42.9trn $64.6bn ~10% Revised KGI/KPIsPrevious KGI/KPIsLatest results (FY25/26) 5.1% Y273.9bn Y23.0trn 52% - Y89.0trn 6.8% Y60.2bn 94% Y0.9trn Y33.9trn $52.5bn 3%+ Pre-Announcement (FY23/24) (reference) Market Nikkei 2255 S&P5005 Y51,064 6,529 Y40,369 5,254 1. The Nomura Trust and Banking 2. Nomura Bank Luxembourg 3.Retrospective adjustments made to FY23/24 figures following the establishment of Banking Division in April 2025. 4. Wholesale net revenue (annualized) divided by modified risk-weighted assets (daily average for the accounting period) used by Wholesale. Modified risk-weighted assets (daily average for the accounting period) is a non-GAAP financial measure and is the total of (i) risk-weighted assets (as calculated and presented under Basel III) and (ii) an adjustment equal to the regulatory adjustment to common equity tier 1 capital calculated and presented under Basel III divided by our internal minimum capital ratio target. Starting from FY25/26 1Q, based on Basel III finalization rule. 5. As of the end-March of each fiscal year Y50.0bn Y50.0bnIncome before income taxes Y14.0bnY15.1bn3
Page 19
Business Strategy Towards 2030 Management vision Quantitative targets Reaching for Sustainable Growth Consistently achieve an ROE of 10 to 12% or more; Income before income taxes of over Y750bn Wealth Management Drive growth through asset management ▪ Enhancing the value we deliver ▪ Establishing new models to expand our client franchise ▪ Strengthening the business foundation through the use of AI and technology ▪ Cost control and investment for growth Investment Management Grow AuM, deliver higher added value ▪ Growth of Nomura Asset Management ▪ Steady expansion of private business ▪ Strengthening the foundation of Nomura Asset Management International Wholesale Added focus on stability, growth, diversification ▪ Selective growth focused on productivity, balanced product mix ▪ Self-funded growth Banking Grow business in loans, trusts, investment trusts ▪ Client-centric product development and enhanced wealth management ▪ Expanding the Nomura Trust and Banking's banking and trust service through collaboration with Wealth Management ▪ Increasing trust assets 18
Page 20
131.7 134.4 138.2 180.1 205.2 95.7 125.9 119.9 120.7 137.2 163.7 223.7 84.7 168.5 42.9 47.2 53.9 25.7 31.6 251.6 255.0 318.3 391.0 482.8 206.1 326.1 0 100 200 300 400 500 600 FY21/22 Mar FY22/23 Mar FY23/24 Mar FY24/25 Mar FY25/26 Mar FY25/26 1H FY26/27 1H WM Recurring revenue IM Business revenue Banking revenue 19.6 18.7 23.0 23.5 27.9 26.2 31.3 0 10 20 30 40 FY21/22 Mar FY22/23 Mar FY23/24 Mar FY24/25 Mar FY25/26 Mar FY25/26 Sep FY26/27 Sep 67.9 67.3 89.0 89.3 136.9 101.2 152.8 0 40 80 120 160 200 FY21/22 Mar FY22/23 Mar FY23/24 Mar FY24/25 Mar FY25/26 Mar FY25/26 Sep FY26/27 Sep Trend in stable revenues: Stable revenues up around 1.6x YoY, driven by the expansion of asset management-based business 1. Total of recurring revenue in Wealth Management, business revenue in Investment Management, and revenue in Banking. 2. Banking revenue is separately disclosed from FY25/26 1Q following the establishment of the Banking Division in April 2025. A portion of Banking revenue was previously included in recurring revenue in the Wealth Management Division. Retrospective adjustments have been made to figures for FY23/24 and FY24/25 to reflect the establishment of the Banking Division, but not to figures for earlier fiscal years. (trillions of yen) Recurring revenue assets and AuM increased with inflows Stable revenue1 steadily expanding2 Wealth Management (WM) Investment Management (IM) (billions of yen) AuM Recurring revenue assets (trillions of yen) FY26/27 1H FY26/27 Sep FY26/27 Sep 19 1Q: Y160.6bn 2Q: Y165.4bn
Page 21
Creating appropriate capital structure by striking balance between growth investment and shareholder returns ◼ Shareholder return policy remains unchanged, consisting of consolidated dividend payout ratio of at least 40% and total payout ratio of at least 50% ◼ DPS of Y35 in FY26/27 1H 普通株式等Tier1比率 More proactive dividend payouts ◼ Share buybacks Shareholder returns Additional investments Accumulation of capital Adherence to the dividend policy Prompt implementation of growth investments to generate ROE (*) Additional investments and risk-taking in existing businesses Consideration/ implementation of growth investments to generate ROE (*) Control of investments with the aim of trimming RWA Capital accumulation for future investment, securing capital in an environment prioritizing financial soundness Shore up capital to get CET1 ratio back within target range 14% 11% Target range end-Sep. 2026 12.6% Minimum required level + buffer CET1 ratio Priority in principle given to shareholder returns and additional investments Proactive dividend payouts ◼ Share buybacks (*) Disciplined investments for 2030 Consistency with strategy ◼ Investments that can support realization of 2030 management vision "Reaching for Sustainable Growth" ◼ Reinforcement of Nomura group strengths, affinity with existing businesses, focus on cultural fit Profitability ◼ Generate returns that contribute to consistent ROE of 10-12%+ Capital efficiency ◼ Allocate capital to recurring businesses and risk-light businesses ◼ Strike a balance with capital uses other than growth investments 20
Page 22
◼ Through the power of financial and capital markets, we seek to drive growth and prosperity to generate lasting value for all our stakeholders. We strive to build a sustainable society by continuing to take on new challenges and to provide a variety of businesses and services to our clients Nomura Group’s approach to sustainability Nomura’s business activities & services Specific initiatives and key indicators, etc. Net zero commitments ◼ Achieving net-zero GHG emissions from our own operations by FY2030/31 ◼ Achieving net-zero GHG emissions from our lending and investment portfolios by 2050 ◼ Setting Environmental Goals (Japan) Reduced environmental impacts Our approach to resources, nature and biodiversity Sustainability-driven business ◼ Taking on the challenge of achieving a sustainable society through our business activities ◼ Target to facilitate US$200 billion of sustainable finance (April 2021 to March 2031)Sustainable Innovation Investment Comprehensive alliance with regional banks ◼ Expanding our reach to new clients and growing their assets ◼ Providing asset and business succession solutionsInheritance and business succession Financial and economic education ◼ Establishment of the Nomura Well-Growing Institute and promotion of initiatives to foster a positive cycle in which people continue to take on challenges and grow, both across society and within Nomura Group Philanthropic, charitable and social impact activities Efficient human capital management ◼ Ratio of female managers1 30% ◼ Ratio of male employees’ childcare leave and related leave (Nomura Securities) 100% ◼ Paid leave utilization rate (Nomura Securities) 70% ◼ Establishment of the Nomura Group Human Rights Policy and implementation of human rights due diligence, etc. Respect for human rights Cybersecurity and responsible AI use ◼ Establishment of Basic Principles for the Use of AI ◼ Promotion of ESG Risk Management and Risk Management associated with Climate Change Risk management and ensuring resilience Transparent and effective corporate governance A thriving planet is the foundation for our social and economic activities. Sustaining a thriving planet for generations to come requires a steadfast commitment to decarbonization, climate adaptation and mitigation, and the conservation and enhancement of natural capital and biodiversity. Guided by our Purpose, “We aspire to create a better world by harnessing the power of financial markets,” we remain dedicated to mitigating the social barriers that limit individuals from realizing their full potential. External pressures threatening business continuity continue to intensify, including geopolitical risks, escalating cyber threats, and the growing severity of natural disasters. We recognize our responsibility to provide stability and consistency in our financial services, which play a vital public role, to maintain society’s trust in us. A thriving planet A society where people can take on challenges and grow A resilient platform that powers markets and clients 1. Composition of managers is calculated based on the personal data system, by counting the number of employees who hold managem ent positions or corporate titles defined by the Nomura Group as of the end of the reporting period, specifically corporate titles of Vice President or above. 21
Page 23
21.4 46.5 75.0 96.5 118.3 200.0 0 50 100 150 200 FY2021 /22 FY2022 /23 FY2023 /24 FY2024 /25 FY2025 /26 FY2030 /31 (Target) (billions of US$) Sustainable finance target ◼ Nomura facilitated/committed US$118.3bn of sustainable finance over 5 years; target updated toa cumulative total of US$200bn over the 10-year period from April 2021 to March 2031 ◼ Received awards from the well-regarded industry publication for the second consecutive year Sustainable finance Existing 5-year target (April 2021 – March 2026): US$125bn Updated target (April 2021 – March 2031) ◼ In September 2021, we set a target to facilitate US$125 billion of sustainable finance over the 5 years through end-March 2026, by providing financing solutions to help solve social issues and supporting our clients in their transition to a decarbonized society. ◼ We facilitated/committed US$21.8bn of sustainable finance in FY2025/26, bringing the 5-year cumulative total to US$118.3bn. Although the result came slightly short of the target as a result of significant depreciation of the yen since the target was set and changes in market conditions, we supported multiple financing. ◼ Our commitment remains unchanged. We will continue to advance our efforts under the updated target of US$200bn over the 10-year period from April 2021 to March 2031. Topics Sustainable Debt Awards 2025 Won “Lead Manager of the Year, Social Bonds – supranational, sub-sovereign and agency (SSA)” Key reasons ◼ Lead manager on 51 social bond transactions for SSA issuers during the period, raising more than US$12 billion in aggregate. ◼ Ranked No.1 by issuance volume for supranational social bonds in 2024. Green finance, 34% Social finance, 22% Other sustainable finance, 40% Sustainability linked finance, 1% Transition finance, 2% Environmental Finance award winner for two consecutive years Sustainable Debt Awards 2026 Won “Lead Manager of the Year – Transition Bonds” Key reasons ◼ Lead manager for 11 transition bond deals during the award period ◼ Involved in JFE Holdings’ issuance in the hard-to-abate steel sector and Shinhan Bank’s pioneering yen-denominated transition bond US$21.8bn (FY2025/26) Breakdown of sustainable financing amount Single year actual Sustainable financing amount (accumulated) 22
Page 24
◼ Renewable electricity ratio reached 77.4%, exceeding the FY2025/26 interim target of 70% ◼ Scope 1 and 2 emissions (market-based) decreased by 6% year on year ◼ Total energy consumption decreased by 3% year on year through energy-saving initiatives Efforts to reduce GHG emissions - Scope1, 2 ◼ Reducing energy consumption through equipment upgrades, energy management systems, and operational optimization ◼ Accelerating the global transition to renewable energy in line with procurement policies developed with reference to the GHG Protocol and RE100 Technical Criteria ◼ Using an internal carbon price (ICP)1 to support decision-making on renewable- energy adoption ◼ Aiming to achieve net zero greenhouse gas emissions from our own operations by FY2030/31 ◼ Continuing Group-wide emissions reduction and energy-efficiency initiatives while expanding the use of renewable energy Scope 1 and 2 GHG Emissions: Targets and results Renewable electricity purchased and ratio 41,476 33,634 26,656 21,927 20,001 18,730 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY25/26 FY30/31 Scope 1 Scope 2 Achieve Net Zero Current Progress ◼ Reducing emissions and promoting energy efficiency ◼ Expanding the use of renewable electricity at our sites in Japan and overseas, including data centers Future Initiatives ◼ Continue energy-efficiency and emissions reduction effort ◼ Expand renewable electricity procurement ◼ Offset residual emissions with carbon credits (Unit: t-CO2e) 27,749 33,617 103,086 107,429 107,332 106,78125.4% 33.6% 67.8% 74.0% 76.2% 77.4% 0 50,000 100,000 150,000 200,000 FY20 /21 FY21 /22 FY22 /23 FY23 /24 FY24 /25 FY25 /26 Renewable electricity purchased Percentage of renewable electricity FY25/26 Renewable Electricity Ratio over 70% Japan 13% 64% Americas - 78% EMEA 90% 99% Asia and Oceania - 73% (FY20/21) (FY25/26) 100% Target (FY30/31) (Unit: MWh) 1. Based on a shadow price of ¥6,000–¥8,000 per t-CO₂. 23
Page 25
7,480 3,950 2,840 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 FY2023/24 FY2024/25 FY2025/26 2050 ◼ Financed Emissions for FY2025/26 totaled 2.84 million t-CO2e, a decrease of approximately 1.11 million t-CO2e from 3.95 million t-CO2e for FY2024/25. (thousand t-CO2e) Target sectors ◼ Power sector ◼ Automotive Manufacturing sector ◼ Commercial Real Estate sector Monitoring ◼ Conduct biannual reviews of emissions across the Group’s lending and investment portfolios as part of our monitoring and implementation protocol ◼ As part of a process for aligning portfolio emissions with interim targets, the relevant business units regularly share information on their lending and investments activities, and the Global Sustainability team estimates the emissions. ◼ These estimates are subsequently presented to the Emissions Oversight Committee for review and consideration *Our Financed Emissions are relatively small compared with those of other major Japanese financial institutions ◼ We have set an interim target for FY2030/31 to reduce financed emissions in line with our commitment to achieve net-zero emissions by 2050. ◼ In March 2024, we published our Net Zero Transition plan outlining our approach to achieving this goal and delivering on our Net Zero commitments. ◼ Achieve net zero in our lending and investment portfolios (financed emissions) by 2050 ◼ Identify Power, Automotive Manufacturing, and Commercial Real Estate sector as material and representative sectors, and set interim targets for FY2030/31 Achieve Net Zero 2.84 0 200 400 600 800 A B C Nomura (million t-CO2e) Financed Emissions: Targets and Results Interim Targets for FY2030/31 Efforts to reduce GHG emissions - Scope 3 Category 15 24
Page 26
People Strategy in Nomura Group ◼ Nomura strives to be a team of professionals who continuously take on the challenge of creating new value through enhanced leadership, raising the expertise of each employee and fostering sound corporate culture Driving Nomura Group’s strategy through human capital management Leadership Fostering sound corporate culture ◼ We aim to develop leadership talent and build an organization with a high level of leadership capacity—the collective leadership capabilities of the organization—so that all employees can maximize their abilities and continue to take on the challenge of creating new value as a team of professionals. ➢ About 13,500 employees participated in 360-degree feedback ➢ 188 employees transferred through the internal job posting system (FY2025/26) ➢ Career Design Sheet: A tool through which employees identify the roles and areas of expertise they aspire to pursue and deepen their career plans through discussions with their supervisors. Expanded outside Japan from 2026 * The above framework is not intended to mechanically calculate PBR, the cost of shareholders’ equity or other metrics. Rather, it provides a conceptual overview of the relationship between our human capital management and the enhancement of corporate value over the medium to long term. ◼ We are promoting initiatives related to the Code of Conduct, Inclusion and Well- being to foster a sound corporate culture that continuously generates value. ➢ Added Inclusion Goals to performance evaluations for all employees and executives ➢ Approximately 15,000 employees and executives in Japan completed Inclusion Training ➢ Approximately 70% of career hires globally (FY2025/26) ➢ Women in management positions across the Nomura Group (on a consolidated basis) reached 23.8% (FY2025/26), with a target of 30% by 2030 ➢ Recognizing that employee health is our greatest asset, we promote health and productivity management with the aim of supporting the well-being of everyone working at Nomura ➢ Under the leadership of the Chief Health Officer (CHO), we pursue the following key objectives for health and productivity management: reducing absenteeism, reducing presenteeism, and improving work engagement Sustainable growth in corporate value Take global strategy further by leveraging the Japan franchise Rapid growth in stable revenues Further progress with “platform strategy” Expanding scope of business from public to private markets Key management priorities Stability and Resilience Well Growing Value Creation Key themes on human resources management strategy Leadership Advanced expertise Talent DevelopmentRecruitment Mobility and Advanceme nt Performance Appraisal Fostering sound corporate culture Improving labor productivity Human Resources Management Framework ◼ We are strategically strengthening our talent base to realize our 2030 management vision. Through the cycle of Recruitment, Talent development, Performance appraisal, and Mobility and Advancement, we aim to achieve the key themes of our people strategy and sustainably enhance corporate value by simultaneously strengthening leadership, advanced expertise, and fostering a sound corporate culture. PBR = ROE ≒ Value Creation Cost of Equity - Expected Stability and Resilience - Well Growing Growth rate 25
Page 27
Outline of Nomura Holdings Corporate Governance Guidelines ◼ Corporate Governance Guidelines established in November 2015 ◼ Aim to define and contribute to the realization of a framework of effective corporate governance as a structure for transparent/fair and timely/decisive decision-making 26 Internal Controls System Risk ManagementBoard of Directors ➢ Delegate its authority to execute business to Executive Officers and focus on management oversight ➢ Diversified composition ➢ Majority of members is Outside Directors to perform its management oversight functions appropriately ➢ Analyze and evaluate the effectiveness of the Board and disclose the results annually ➢ Oversee status of maintenance and operation of internal controls through audits by Audit Committee and activities by Internal Audit independent from the business execution functions ➢ Involvement of Audit Committee in implementation plans of the Internal Audit as well as in election and dismissal of Head of the Internal Audit ➢ To ensure financial soundness and maintain and enhance corporate value, the Board of Directors oversees the effectiveness of the Risk Appetite management framework established by management. ➢ The Board Risk Committee, as a non-statutory committee, established to assist the Board of Directors in supervising Nomura Group’s risk management and to contribute to sophistication of the risk management. Dialogue with Shareholder ➢ Treat shareholders equally and disclose information appropriately and timely to avoid information disparity ➢ Take necessary measures to ensure that shareholders are not unfairly precluded from exercising their rights ➢ Endeavor to enhance dialogue and provide explanations on general policies for allocation of management resources ➢ Share outcomes of such dialogue with the Board of Directors Policy for Strategic Shareholdings ➢ Ongoing discussions concerning the purpose of strategic shareholdings ➢ Hold shares only if such shareholdings contribute to maintaining/enhancing the corporate value of Nomura Group ➢ As a result of the discussion, concerning stocks whose sale has been determined to be reasonable, we proceed with sale of such stocks while taking into consideration impact on the market and other circumstances Fulfill Corporate Responsibilities ➢ Established "Nomura Group Code of Conduct" as guidelines for each director, officer, and employee of Nomura Group to comply with ➢ Enhance corporate value in long-term by respecting diversity and establishing a sound workplace to enable all directors, officers, and employees to perform at their full potential ➢ Together with contributing to the development of capital markets through various business activities, we actively engage in sustainability- related activities aimed at the Company's sustainable growth, solving social issues, and the realization of a sustainable society.
Page 28
Reference Information Link List Annual Report (Integrated Report) This report introduces the Nomura Group's strategy for creating economic and social value, its specific measures, and its views and initiatives on governance, compliance, and risk management, which are important foundations for value creation. https://www.nomuraholdings.com/doc/en/investor/library/ar/report/2026_all.pdf Management Strategy Presentation Video presentations and materials related to the latest management strategy can be found here., etc. https://www.nomuraholdings.com/investor/presentation/index.html Corporate Governance Nomura Holdings recognizes that strengthening corporate governance is one of the most important issues in achieving the management goal of "Enhance corporate value by increasing the trust of society and the satisfaction of stakeholders, including shareholders and customers." As a company with three board committees, Nomura Holdings strives to strengthen its supervisory function by separating management supervision from business execution and to expedite decision-making by delegating business execution authority from the Board of Directors to executive officers. https://www.nomuraholdings.com/company/cg/index.html Corporate Governance Report For more information on the status of corporate governance at Nomura Holdings, including the implementation of the Corporate Governance Code, please refer to the Corporate Governance Report. https://www.nomuraholdings.com/company/cg/data/cg_report.pdf Nomura Group Sustainability Report This report outlines Nomura’s sustainability strategy and direction, with a particular focus on policies, frameworks, and measures to realize a sustainable society and achieve sustainable growth. We also introduce some of our latest sustainability initiatives. https://www.nomuraholdings.com/doc/en/investor/library/ar/sustainability/20 26.pdf 27
Page 29
Disclaimer ◼ This document is produced by Nomura Holdings, Inc. (“Nomura”). ◼ Nothing in this document shall be considered as an offer to sell or solicitation of an offer to buy any security, commodity or other instrument, including securities issued by Nomura or any affiliate thereof. Offers to sell, sales, solicitations to buy, or purchases of any securities issued by Nomura or any affiliate thereof may only be made or entered into pursuant to appropriate offering materials or a prospectus prepared and distributed according to the laws, regulations, rules and market practices of the jurisdictions in which such offers or sales may be made. ◼ The information and opinions contained in this document have been obtained from sources believed to be reliable, but no representations or warranty, express or implied, are made that such information is accurate or complete and no responsibility or liability can be accepted by Nomura for errors or omissions or for any losses arising from the use of this information. ◼ All rights regarding this document are reserved by Nomura unless otherwise indicated. No part of this document shall be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Nomura. ◼ This document contains statements that may constitute, and from time to time our management may make “forward-looking statements” within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Any such statements must be read in the context of the offering materials pursuant to which any securities may be offered or sold in the United States. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Actual results and financial condition may differ, possibly materially, from what is indicated in those forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the following uncertainties and risk factors, as well as those more fully discussed under Nomura’s most recent Annual Report on Form 20-F and other reports filed with the U.S. Securities and Exchange Commission (“SEC”) that are available on Nomura’s website (https://www.nomura.com) and on the SEC‘s website (https://www.sec.gov); Important risk factors that could cause actual results to differ from those in specific forward-looking statements include, without limitation, economic and market conditions, political events and investor sentiments, liquidity of secondary markets, level and volatility of interest rates, currency exchange rates, security valuations, competitive conditions and size, and the number and timing of transactions. ◼ Forward-looking statements speak only as of the date they are made, and Nomura undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. ◼ The consolidated financial information in this document is unaudited.
Page 30
29 Nomura Holdings, Inc. www.nomura.com