NOMURA HOLDINGS, INC. (a joint stock corporation organized under the laws of Japan) FORM OF UNDERWRITING AGREEMENTNomura Holdings Inc • December 20th, 2021 • Security brokers, dealers & flotation companies • New York
Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability organized under the laws of Japan (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [insert name of Representative] is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters outside Japan, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of [insert description of the securities] ([insert name of securities], [and together with the [insert name(s) of securities]] the “Securities”). The Securities are to be issued pursuant to a senior debt indenture dated as of January 16, 2020 (the “Indenture”) between the Company and Citibank, N.A., as trustee (the “Trustee”). The
