Nomura : to Transfer a part of its Share Management Business to a wholly owned subsidiary via Absorption-Type Company Split(PDF 41KB)

News Release

The Company Split will be conducted through a simplified absorption-type company split to transfer NHI's business to a wholly owned subsidiary; accordingly some of the items and contents to be disclosed are omitted.

1. Purpose of the Company Split

   As a part of NHI's broader realignment of Nomura's overall management structure, on March 24, 2016, NHI decided to wind up the current holding company for the AEJ (Asia Ex- Japan) region, Nomura Asia Holding N.V. ("NAH"), which is due to be completed by March 31, 2019, and established a new holding company in Japan, NAPH, in August, 2016.

   The Company Split is a part of NHI's intention to form even more robust governance and lay the foundation as Asia's global investment bank by consolidating the NAH subsidiaries under NAPH. There will be no impact on the businesses conducted by NAH subsidiaries. As a result of the winding up of NAH, the subsidiaries of NAH will continue to conduct business under NAPH.

2. Overview of the Company Split

3. Schedule of the Company Split

   January 16, 2017 Resolution by the Executive Management Board January 16, 2017 Execution of Absorption-Type Company Split Agreement April 1, 2017(TBD) Effective Date

   Note: The Company Split is a simplified company split as set forth in Article 784, Paragraph 2 of the Companies Act for NHI and a short-form company split as set forth in Article 796, Paragraph 1 of the Companies Act for NAPH. Accordingly, the Company Split will be executed without resolution of either company's general shareholders' meeting.

4. Method of the Company Split

   An absorption-type company split, having NHI as the splitting company and NAPH as the succeeding company.

5. Allotment regarding the Company Split

   NAPH will issue to NHI, one ordinary share in connection with the Company Split.

6. Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Right in connection with the Company Split

   No changes will be made to stock acquisition rights issued by NHI.

   NHI has not issued bonds with stock acquisition rights.

7. Increase/ Decrease in the Splitting Company's capital in connection with the Company Split

   There is no increase/ decrease in NHI's capital in connection with the Company Split.

8. Rights and Obligations Succeeded to the Succeeding Company

   NAPH will succeed all of the common shares of NAH ("NAH Shares") which NHI holds in connection with the Company Split.

9. Matters pertaining to the expectation of the performance of obligations

   It is determined that there are no issues in performing the obligations assumed by NHI to be performed on and after the effective date of the Company Split.

10. Outline of parties

    The splitting company (As of 2016/3/31)	The succeeding company (As of 2016/8/31)
    (1) Trade name	Nomura Holdings, Inc.	Nomura Asia Pacific Holdings Co., Ltd
    (2) Location	9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo	9-1, Nihonbashi 1- chome, Chuo-ku, Tokyo
    (3) Representative Director	Koji Nagai, Group CEO	Kenji Tsuge, Director
    (4) Type of Business	Holding Company	Holding Company
    (5) Amount of Capital,	594,493million yen	10million yen
    (6) Date of Incorporation of the Company	December 25, 1925	August 31, 2016
    (7) Number of Shares Issued	3,822,562,601 shares	400 shares
    (8) Fiscal Year	March 31	March 31
    (9) Major Shareholders and their percentage of shares owned	State Street Bank and Trust Company 505223 ..................................................6.8% Japan Trustee Services Bank, Ltd. (Trust Account).................................................3.8% The Master Trust Bank of Japan, Ltd. (Trust Account).................................................3.5% Japan Trustee Services Bank, Ltd. (Trust Account 9)..............................................1.5% State Street Bank West Client-Treaty 505234 ..............................................................1.4% Japan Trustee Services Bank, Ltd. (Trust Account 7)..............................................1.4% The Bank of New York Mellon SA/NV 10	Nomura Holdings, Inc. .............100%

    ...............................................................1.3% The Bank of New York Mellon as Depositary Bank for DR Holders.............................1.2% Barclays Securities Japan Limited........1.2% Japan Trustee Services Bank, Ltd. (Trust Account 1)..............................................1.1%
    (10) Financial condition and results of the previous business year
    Trade name	Nomura Holdings, Inc.	Nomura Asia Pacific Holdings Co., Ltd
    Total net assets	2,743,015million yen (consolidated)	Nomura Asia Pacific Holdings Co., Ltd was founded on August 31, 2016, and there is no fixed business year.
    Total assets	41,090,167million yen (consolidated)
    Per share data - Total NHI shareholders' equity	748.32 yen (consolidated)
    Revenue	1,723,096 million yen (consolidated)
    Net revenue	1,395,681 million yen (consolidated)
    Income before income taxes	165,158 million yen (consolidated)
    Net income attributable to NHI shareholders	131,550 million yen (consolidated)
    Per share data - Net income attributable to NHI shareholders	36.53yen (consolidated)

11. Splitting division of business summary

12. Splitting division of contents

    Share (common shares of Nomura Asia Holding N.V.) management business

13. Splitting division of results

    Revenue 0yen (The fiscal year ending March 31, 2016)

14. Items of assets and liabilities to be split and their book value (As of 2016/3/31)

    Assets		Liabilities
    Item	Book Value	Item	Book Value
    Assets	102,512 million yen	Liabilities	-
    Total	102,512 million yen	Total	-

15. Situation of NHI and NAPH after the Company Split

    There will be no change in the trading name, location, name and title of the representative, type of business, amount of capital, or fiscal year of NHI.

    There will be no change in the trading name, location, name and title of the representative, type of business, amount of capital, or fiscal year of NAPH.

16. Future Prospects

17. The Company Split will have a minimal impact on NHI's consolidated performance for the fiscal year ending March 2017, as NAPH is a wholly owned subsidiary of NHI.

    ends

    Nomura

    Nomura is an Asia-headquart ered f inancial services group w ith an integrated global netw ork spanning over 30 countries. By connecting mar kets East & West, Nomura services the needs of indiv iduals, institutions, corporates and governments through its three business divisions: Retail, Asset Management, and Wholesale (Global Mar kets and Invest ment Banking). Founded in 1925, the f irm is built on a tradition of disciplined entrepreneurship, serving clients w ith creative solutions and cons idered thought leadership. For f urther inf or mation about Nomura, visit w w w.nomura.com.