NOMURA HOLDINGS, INC. This document is a translation of the Japanese language original prepared solely for convenience of reference (certain portions of the Japanese language original applicable to voting procedures in Japan that are not applicable to shareholders outside Japan have been omitted). In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail. Please note that certain portions of this document may not be applicable to shareholders outside Japan.
NOMURA
Notice of Convocation of the 117th Annual General Meeting of Shareholders
Nomura Holdings, Inc.
To Our Shareholders
I would like to take this opportunity to thank all of you for your ongoing support.
In the fiscal year ended March 31, 2021, despite the ongoing uncertainty surrounding our business environment due to COVID-19, we have made progress in our commitment to control costs and worked to establish an operating model that delivers sustainable profit on a global basis.
Total revenue of the three main business segments increased 11%, while income before income taxes increased 35%. As a result, the Group's net revenue totaled 1,401.9 billion yen, income before income taxes amounted to 230.7 billion yen, and net income came to 153.1 billion yen.
Based upon our dividend policy, we declared a year-end dividend of 15 yen per share to shareholders of record as of March 31, 2021. When combined with the interim dividend, this gives an annual dividend of 35 yen per share.
As we announced on March 29, an event occurred that resulted in a significant loss arising from transactions with a US client. Both Nomura Holdings and our US subsidiary maintain a robust financial position, and there are no issues related to the operations or financial soundness of Nomura Holdings or its subsidiaries. However, I would like to reiterate that the Group's leadership team including myself takes this event very seriously, and will work on further enhancing our risk management and management structure.
In addition, we have started initiatives to strengthen our corporate governance and ensure greater management transparency in line with the expansion of our business portfolio as a global financial services group. As part of our management vision of expanding our business into private areas in addition to public markets, we have established the Investment Management Division. In order to respond to the increasingly diverse asset management needs of our clients, we are bringing together the wide range of investment and asset management functions within the Group to provide products and services while ensuring independence.
As for the Nomura Group Code of Conduct established in December 2019, we review the content every year in order to maintain the trust our clients place in us. We reflect on our actions to ensure that they are in line with the Code, and have committed to carry out our business activities with the highest standards of ethics and integrity.
Again, thank you very much for your continued support.
June 2021
Kentaro Okuda
Director, President and Group CEO
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(Securities Code: 8604)
May 31, 2021
To: Shareholders of Nomura Holdings, Inc.
Kentaro Okuda
Director, Representative Executive Officer,
President and Group CEO
Nomura Holdings, Inc.
1 - 13 - 1 Nihonbashi, Chuo - ku, Tokyo,
JAPAN
Notice of Convocation of the Annual General Meeting of Shareholders
Dear Shareholder,
I would like to take this opportunity to thank you, our shareholder, for your support of Nomura Holdings, Inc. (the "Company"). The 117th Annual General Meeting of Shareholders will be held as described below.
Details
1. Date and Time:10:00 a.m. on Monday, June 21, 2021 (JST)
2. Place: | Grand Nikko Tokyo Daiba, "Palais Royal" (first basement) |
2-6-1, Daiba, Minato-ku, Tokyo, JAPAN |
3. Agenda for the Meeting: Matters to be Reported:
- Report on the content of the business report and the consolidated financial statements and report on the results of the audits of the consolidated financial statements performed by the accounting auditor and the Audit Committee for the 117th fiscal year (covering the period from April 1, 2020 to March 31, 2021).
- Report on the financial statements for the 117th fiscal year (covering the period from April 1, 2020 to March 31, 2021).
Matter to be Resolved:
Proposal: Appointment of Twelve Directors
Matters regarding the exercise of voting rights:
If you exercise your voting rights through a proxy, only one proxy per shareholder will be permitted and such proxy must be a shareholder who holds voting rights at this General Meeting of Shareholders. Please also submit documentation evidencing the necessary power of attorney along with the proxy card.
End.
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With regard to the following matters, pursuant to relevant laws/regulations and the provisions of Article 25 of the Company's Articles of Incorporation, they are not included in the materials annexed to this Notice of Convocation as they have been posted on the Company's website (https://www.nomuraholdings.com/investor/shm/). Therefore, the materials annexed to this Notice of Convocation, on the occasion of the preparation of the Audit Report, were a part of the objects that the audit committee and accounting auditor audited.
- "The Content of the Resolution Adopted Regarding the Maintenance of Structures such as the Structure for Ensuring Appropriate Business Activities and the Summary of the Status of the Implementation of the Structure" in the business report; and
- "The notes" to the consolidated financial statements
- "The notes" to the financial statements.
In the event of any subsequent revisions to the reference materials for the general meeting of shareholders, the business report, the consolidated financial statements, or the financial statements, there will be a posting on the Company's website indicated above.
Regarding the Payment of the Year-end Dividend Distribution of the 117th Fiscal Year Surplus
At the Meeting of the Board of Directors of the Company held on April 27, 2021, a resolution was adopted for the payment, beginning on June 1, 2021, of the 15 yen per share year-end dividend distribution of the 117th fiscal year surplus.
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Reference Materials for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal: Appointment of Twelve Directors
As of the conclusion of this General Meeting, the term of office of all ten directors will expire. Therefore, based on the decision of the Nomination Committee, the Company requests the appointment of twelve directors, including six new director nominees. In addition, this year, aiming to further strengthen corporate governance, the number of outside director nominees has been increased by two. Of the twelve nominees, eight are outside director nominees, and the two director nominees who will concurrently serve as executive officers are Kentaro Okuda and Tomoyuki Teraguchi.
Twelve nominees are as follows:
No. | Name | Positions in the Company | Attendance Record | ||||||
at Board of Directors | |||||||||
1 | Koji Nagai | Chairman of the Board of Directors | 100% | ||||||
Non-Executive Director | Member of the Nomination Committee | ||||||||
(11/11 meetings) | |||||||||
Member of the Compensation Committee | |||||||||
Reappointment | |||||||||
100% | |||||||||
Kentaro Okuda | Representative Executive Officer and | (8/8 meetings) | |||||||
2 | *Mr. Okuda attended all meetings | ||||||||
President | |||||||||
Executive Officer | |||||||||
of the Board of Directors that were | |||||||||
Reappointment | Group CEO | ||||||||
held after his appointment as a | |||||||||
director. | |||||||||
3 | Tomoyuki Teraguchi | Representative Executive Officer and | (New Appointment) | ||||||
Executive Officer | |||||||||
Deputy President | |||||||||
New Appointment | |||||||||
4 | Shoji Ogawa | Member of the Audit Committee (Full- | (New Appointment) | ||||||
Non-Executive Director | |||||||||
Time) (to be appointed) | |||||||||
New Appointment | |||||||||
Kazuhiko Ishimura | Chairman of the Nomination Committee (to | 91% | |||||||
5 | be appointed) | ||||||||
Outside Director, Independent Director | |||||||||
Chairman of the Compensation Committee | (10/11 meetings) | ||||||||
Reappointment | |||||||||
(to be appointed) | |||||||||
Takahisa Takahara | Member of the Nomination Committee (to | ||||||||
6 | be appointed) | (New Appointment) | |||||||
Outside Director, Independent Director | |||||||||
Member of the Compensation Committee | |||||||||
New Appointment | |||||||||
(to be appointed) | |||||||||
7 | Noriaki Shimazaki | 100% | |||||||
Outside Director, Independent Director | Chairman of the Audit Committee | ||||||||
(11/11 meetings) | |||||||||
Reappointment | |||||||||
8 | Mari Sono | Member of the Audit Committee | 100% | ||||||
Outside Director, Independent Director | |||||||||
(11/11 meetings) | |||||||||
Reappointment | |||||||||
9 | Laura Simone Unger | 100% | |||||||
Outside Director, Independent Director | |||||||||
(11/11 meetings) | |||||||||
Reappointment | |||||||||
10 | Victor Chu | (New Appointment) | |||||||
Outside Director, Independent Director | |||||||||
New Appointment | |||||||||
11 | J. Christopher | Giancarlo | (New Appointment) | ||||||
Outside Director, Independent Director | |||||||||
New Appointment | |||||||||
12 | Patricia Mosser | (New Appointment) | |||||||
Outside Director, Independent Director |
New Appointment
*Three of the nominees are females.
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Nomura Holdings Inc. published this content on 03 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2021 03:04:00 UTC.
