NOMURA HOLDINGS, INC. as the Company and CITIBANK, N.A. as the Trustee PERPETUAL SUBORDINATED INDENTURE Dated as of [ ]Perpetual Subordinated Indenture • December 19th, 2024 • Nomura Holdings Inc • Security brokers, dealers & flotation companies
THIS PERPETUAL SUBORDINATED INDENTURE, dated as of [ ] between Nomura Holdings, Inc., a joint stock corporation with limited liability under the laws of Japan (the “Company”), and Citibank, N.A. (the “Trustee”).
NOMURA HOLDINGS, INC. (a joint stock corporation organized under the laws of Japan) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2024 • Nomura Holdings Inc • 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[s]] [is/are] acting as representative[s] (in such capacity, the “Representative[s]”), 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]/[subordinated indenture to be dated on or about [date]] (the “Indenture”
