Nomura Holdings Inc.

According to its Annual Report filed with the SEC for fiscal year 2018: "During the fiscal year ended March 31, 2018, Nomura Research Institute, Ltd. (“NRI”), an affiliate in which we hold, directly and indirectly, 38.5 % of the outstanding share capital, has engaged in meetings and discussions on potential business development with entities that are or may be owned or controlled by the Government of Iran. There were no revenues or profits arising directly from these meetings and discussions.

In addition, NRI entered into several contracts with an investment and development company and a governmental organization, both of which are owned or controlled by the Government of Iran, pursuant to which NRI agreed to perform benchmark investigations, conduct comparative analyses and provide other consulting services to facilitate development projects. During the period covered by this report, these contracts and related activities generated gross revenues of ¥8,579,814. Due to costs of providing services, there were no profits attributable to these contracts.

Further, NRI entered into contracts with another entity pursuant to which NRI receives certain services related to the work that NRI is performing for the aforementioned investment and development company and governmental organization. These contracts did not, on their own, generate any revenues or profits for NRI. After consultation with NRI and on the basis of information publicly available to us, we believe that this other entity is a private entity that is not owned or controlled by the Government of Iran.

NRI also made payments to the Government of Iran to obtain entry visas to travel to Iran in connection with the activities described above.

Sanctions relief regarding Iran was implemented in 2016 in accordance with the Joint Comprehensive Plan of Action (“JCPOA”) reached by the permanent members of the United Nations Security Council (China, France, Russia, the United Kingdom and the United States), Germany, the EU, and Iran to ensure that Iran’s nuclear program is used for peaceful purposes. Despite the JCPOA, certain activities, including transactions involving targeted Iran-related persons and entities and transactions that implicate U.S. jurisdiction, remain subject to sanctions. However, on May 8, 2018, President Trump announced his decision to cease the United States’ participation in the JCPOA and to re-impose the U.S. nuclear-related sanctions targeting Iran that were lifted under the JCPOA. In conjunction with this announcement, President Trump issued a National Security Presidential Memorandum (“NSPM”) directing the Secretary of State and the Secretary of the Treasury to prepare immediately for the re-imposition of all of the U.S. sanctions lifted or waived in connection with the JCPOA, to be accomplished as expeditiously as possible and in no case later than 180 days from the date of the NSPM. As a result, new business that is contrary to the re-imposed sanctions will be sanctionable immediately upon re-imposition, and business that pre-dates May 8, 2018 will be subject to wind-down periods of 90 days or 180 days, as applicable, following which parties will be exposed to the risk of sanctions or an enforcement action under U.S. law.

In light of the above, NRI intends to discontinue the activities described above."

--

During the fiscal year ended March 31, 2017, certain non-U.S. affiliates of the Company engaged in the following activities with entities that are or may be owned or controlled by the Government of Iran:

  •   Nomura Research Institute, Ltd. (“NRI”), an affiliate in which we hold, directly and indirectly, 37.2% of the outstanding share capital, has engaged in meetings and discussions on potential business development with entities that are or may be owned or controlled by the Government of Iran. There were no revenues or profits arising directly from these meetings and discussions.In addition, NRI entered into several contracts with an investment and development company, which is owned or controlled by the Government of Iran, pursuant to which NRI agreed to perform benchmark investigations, conduct comparative analyses and provide other consulting services to facilitate development projects. Performance under these contracts is ongoing. During the period covered by this report, these contracts and related activities generated gross revenues of $1,743,500 and estimated net profits of $261,525. Further, NRI entered into a contract with another entity pursuant to which NRI receives certain services related to the work that NRI is performing for the aforementioned investment and development company, and performance under this contract is also ongoing. This contract did not, on its own, generate any revenues or profits for NRI. After consultation with NRI and on the basis of information publicly available to us, we believe that this other entity is a private entity that is not owned or controlled by the Government of Iran.

NRI also entered into a contract with an entity pursuant to which NRI receives certain services related to the exploration of business opportunities in Iran in the cardiovascular treatment field, and performance under this contract is ongoing.

--

According to its Annual report filed with the SEC for fiscal year 2016: "During the fiscal year ended March 31, 2016, certain non-U.S. affiliates of ours engaged in the following transactions or dealings with entities that are or may be owned or controlled by the Government of Iran.

• Nomura Asset Management Co., Ltd., Nomura Asset Management Malaysia Sdn. Bhd. and the Dubai Branch Office of Nomura Asset Management U.K. Limited, our direct and indirect wholly-owned subsidiaries, have engaged in discussions on business development with entities owned or controlled by the Government of Iran. Certain of our non-U.S. affiliates made payments to the Government of Iran to obtain entry visas to travel to Iran in connection with these discussions.
• Nomura Research Institute, Ltd., an affiliate in which we hold, directly or indirectly, 36.8% of the outstanding share capital, has engaged in discussions on business development with entities that are or may be owned or controlled by the Government of Iran. Certain of our non-U.S. affiliates made payments to the Government of Iran to obtain entry visas to travel to Iran in connection with these discussions.
• Nomura International plc, our indirect wholly-owned subsidiary, has interacted with a multilateral development financial institution that supports the economic development of its member countries, largely in Africa, the Middle East and Southeast Asia, in connection with a potential financing transaction for the client of the institution. The Government of Iran holds a minority ownership interest in this institution. Nomura International plc has had no direct dealings with the Government of Iran and, on the basis of information available to us, we do not believe that the Government of Iran controls this institution.

These activities were conducted in accordance with applicable law, and we do not believe that the activities were sanctionable under applicable law. We have not generated any revenues from these activities during the period covered by this report.

In light of recent changes in the international economic sanctions regime relating to Iran, we intend to continue to engage in the activities described above and may engage in similar activities in future periods; however, any such activities will be conducted in accordance with all applicable laws, and we do not intend to engage in any activities that are sanctionable under applicable law."