Financial Services Agency

May 28, 2019 Financial Services Agency NOMURA Regarding Administrative Actions against Co., Ltd. and Nomura Holdings Co., Ltd. 1. Nomura Holdings Co., Ltd. (head office: Chuo-ku, Tokyo, corporate number 7010001034881) (hereinafter referred to as "Nomura hd"), and the Nomura hd Audit Committee regarding the report required pursuant to the provisions of Article 57-23 of the Financial Instruments and Exchange Law As a result of verification based on the investigation results of the special investigation team by external experts under the umbrella (hereinafter referred to as “internal investigation results”), etc., Nomura hd and NOMURA Co., Ltd. (Head office: Chuo-ku, Tokyo, corporate number 6010001074037) (hereinafter " NOMURA ”. ), serious problems were observed. 1. NOMURA (1) Situation where it is recognized that the business management system related to information management is not sufficient March 5, 2019, NOMURA The chief strategist belonging to the Market Strategy Research Department is a member of the Tokyo Stock Exchange, Inc. (hereinafter referred to as the "TSE")'s "round-table conference on market structure, etc." Regarding the review of market divisions under discussion, information to the effect that it is assumed that the criteria for designation and exit from high-ranking markets are likely to be set at a market capitalization of 25 billion yen or more "Information concerning the status of consideration") was obtained. The strategist said on the same day and on the 6th of the next day, NOMURA Information on the status of discussions at the Tokyo Stock Exchange regarding market structure to two sales representatives of Nomura International (Hong Kong) Limited (hereinafter referred to as "nihk"), an overseas subsidiary of Nomura HD, and one external fund manager. was communicated. Of the sales representatives who received the information, 7 sales representatives (one of whom is a nihk sales representative) provided information on the status of discussions at the TSE regarding the market structure to at least 33 external institutional investors. The act of soliciting was recognized. In addition, the strategist has sent informational e-mails to a large number of external institutional investors, including the phrase, "The threshold of 25 billion yen has suddenly emerged." The series of actions taken by the member shall be referred to as the “conduct”). Although this act does not violate laws and regulations, it is an act of soliciting only certain customers by providing them with information related to the status of discussions at the TSE regarding the market structure. It is recognized that it is an act that may significantly damage the credibility of sexuality. (a) there were no regulations to properly regulate the conduct; As an employee of a securities company, they are not sufficiently aware of the important role of a securities company in ensuring fairness and impartiality in the market. and (c) the inappropriate provision of information to external institutional investors was not properly established in terms of examination and supervision systems to prevent this from happening. It is recognized that it occurred as Given that we were not aware of these circumstances, NOMURA It is recognized that the management team did not sufficiently conduct effective management and supervision of the information management system, and that the business management system was not sufficient. (2) Insufficient improvements in business operations based on past administrative dispositions NOMURA similarity to the 2012 capital increase insider case, which received an administrative disposition. Based on the administrative disposition, NOMURA Although the company has been reviewing its internal control system, including information management, and working to strengthen and ensure employee professional ethics, (a) In an employee awareness survey conducted by Nomura HD, it was found that compliance was limited to compliance with laws and regulations, and that this act In light of the fact that there are some opinions that evaluate that there is no problem, but it has been confirmed, it is recognized that the thorough awareness of compliance among all employees is insufficient, and that the improvement of business operations is insufficient. be done. As mentioned above, NOMURA Since the business management system and internal control system are not sufficient, it is a requirement when it is possible to order necessary measures to improve the status of business operations pursuant to the provisions of Article 51 of the Financial Instruments and Exchange Act. Regarding the status of business operations, when it is deemed necessary and appropriate for the public interest or investor protection. 2. Nomura hd The Board of Directors of Nomura hd decided to take appropriate steps to address the issues that the group should work together to address, such as reviewing the information management system and strengthening and enforcing the professional ethics of employees, based on the lessons learned from the 2012 capital increase insider case. The Group's business management function should have been exercised, but its efforts were not sufficient. As mentioned above, Nomura hd's group management is not sufficient. In light of the status of business operations of the Designated Parent Company, it is deemed to fall under the requirements for the case where it is possible to order to Second. From the above, today NOMURA and Nomura HD, the following administrative actions were taken. 1. NOMURA A business improvement order based on Article 51 of the Financial Instruments and Exchange Act against the company To ensure sound and appropriate business operations, implement the following. (1) Clarify where responsibility lies, including that of the management, based on this administrative disposition. (2) In response to the recommendations in the internal investigation report NOMURA And formulate and submit a detailed improvement plan for recurrence prevention measures formulated by Nomura hd. In addition, ensure the implementation and establishment of recurrence prevention measures based on the improvement plan. (3) Periodically report the implementation status of recurrence prevention measures. (4) Regularly verify the effectiveness of recurrence prevention measures and report the verification results. If any items are found to be inadequate as a result of the verification, the reason and improvement policy shall be reported. (5) Regarding (1) to (4) above, the deadline for the first report shall be June 4, 2019 (Tuesday), and shall be submitted jointly with Nomura hd. Thereafter, the deadline shall be within 15 days after the end of the quarter. Regardless of the above deadline, reports shall be submitted as needed. 2. Business improvement order issued to Nomura HD based on Article 57-19, Paragraph 1 of the Financial Instruments and Exchange Law NOMURA In order to ensure the sound and appropriate operation of its business, the following shall be implemented. (1) Clarify where responsibility lies, including that of the management, based on this administrative disposition. (2) Nomura hd and NOMURA Formulate and submit a detailed improvement plan for the recurrence prevention measures formulated by . In addition, ensure the implementation and establishment of recurrence prevention measures based on the improvement plan. (3) Periodically report the implementation status of recurrence prevention measures. (4) Regularly verify the effectiveness of recurrence prevention measures and report the verification results. If any items are found to be inadequate as a result of the verification, the reason and improvement policy shall be reported. (5) Regarding (1) to (4) above, the deadline for the first report is June 4, 2019 (Tuesday), NOMURA be submitted jointly with Thereafter, the deadline shall be within 15 days after the end of the quarter. Regardless of the above deadline, reports shall be submitted as needed.