Sumitomo Realty & Development : Notice of Convocation of the 91st Ordinary General Meeting of Shareholders ( 5.8MB )

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Ticker symbol 8830 June 5, 2024 (Start date of measures for providing information in electronic format: May 29, 2024)

Sumitomo Realty & Development Co., Ltd. 2-4-1Nishi-Shinjuku,Shinjuku-ku, Tokyo Kojun Nishima, Representative Director and President

To Our Shareholders:

NOTICE OF CONVOCATION OF THE 91ST ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are hereby notified that the 91st Ordinary General Meeting of Shareholders of Sumitomo Realty & Development Co., Ltd. (the "Company") will be held as stated below.

In the event that you are unable to attend, you can exercise your voting rights with either of the methods below. You are requested to review the attached Reference Documents for General Meeting of Shareholders and exercise your voting rights.

[Exercising Voting Rights via Mail]

Please indicate your approval or disapproval on the enclosed Form for the Exercise of Voting Rights and return it to the Company by 5:40 p.m. on Wednesday, June 26, 2024.

[Exercising Voting Rights via the Internet, etc.]

Please enter your approval or disapproval on the voting rights exercise website designated by the Company (https://www.web54.net) (in Japanese) by 5:40 p.m. on Wednesday, June 26, 2024.

Particulars

1. Date and Time: 10:00 a.m. on Thursday, June 27, 2024
2. Place: Shinjuku Sumitomo Hall (Entrance B1F), Shinjuku Sumitomo Building, 2-6-1Nishi-Shinjuku,Shinjuku-ku, Tokyo
3. Purpose of the Meeting: Matters to be reported:
4. 1. Business Report, Consolidated Financial Statements and Audit Reports for Consolidated Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024) by the Independent Auditor and the Board of Corporate Auditors
   2. Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Agenda 1. Appropriation of Retained Earnings

Agenda 2. Election of One Director

Agenda 3. Election of One Substitute Corporate Auditor

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For the convocation of the Meeting, the Company has taken measures to provide information constituting the content of Reference Documents for General Meeting of Shareholders (items for provision in electronic format) electronically and has posted them on the Company website and on the website of the Tokyo Stock Exchange (TSE).

Company Website with Posted Materials for General Meetings of Shareholders https://english.sumitomo-rd.co.jp/ir/shareholders_info/shareholders_meeting

(In order to check the relevant content, access the above website, select "Notice of Convocation of the 91st Ordinary General Meeting of Shareholders" and "Items Omitted from Paper-Based Documents to be Delivered for Notice of Convocation of the 91st Ordinary General Meeting of Shareholders.")

Tokyo Stock Exchange Website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

(In order to check the relevant documents, access the Tokyo Stock Exchange website listed above, input "Sumitomo Realty & Development Co., Ltd." in the "Issue name (company name)" field or "8830" in the "Code" field, click "Search," then click "Basic information" and "Documents for public inspection/PR information," then "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")

If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.

In the event of any modifications to the items for provision in electronic format, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company website and the Tokyo Stock Exchange website.

Among items for which the measures for providing information in electronic format will be taken, the following items are posted on the Company website in accordance with laws and regulations and Article 16, paragraph 2 of the Company's Articles of Incorporation, and are omitted in the paper-based documents to be delivered to shareholders ("paper-based documents to be delivered"). These paper-based documents to be delivered constitute part of the documents audited by the Corporate Auditors and the Independent Auditor for preparing their Audit Reports.

1. "Overview of the Corporate Group, Status of Assets and Profit and Loss, Principal Business Locations, Major Lenders and Borrowing Amounts," "Matters regarding Share Option of the Company, etc.," "Matters regarding Independent Auditor," "Basic Policy on Persons Who Control the Determination of Financial and Business Policies of the Company," and "Systems for Ensuring Appropriateness of Business Operations and its Operational Status of the Company" in the Business Report
2. "Consolidated statement of changes in net assets" and "Notes to consolidated financial statements" in the Consolidated Financial Statements (in Japanese only)
3. "Non-consolidatedbalance sheets," "Non-consolidated statements of income," "Non-consolidated statements of changes in net assets," and "Notes to non-consolidated financial statements" in the Financial Statements (in Japanese only)

To Institutional Investors

You may use the Electronic Voting System Platform for institutional investors operated by ICJ, Inc. as a method of exercising voting rights.

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REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS

Agenda and References

Agenda 1. Appropriation of Retained Earnings

As described on the next page, the Company's basic policy of profit distribution is to ensure prioritization of investment in leasing office assets in order to enhance the long-term revenue base and to strive for "sustainable dividend increase" in line with profit growth. Recently, the improvement trend in our leasing business is evident, putting us on the clear path to surpassing 300 billion yen in ordinary profit in the next medium-term management plan. Therefore, we have decided to accelerate the pace of the annual dividend increase from 7 yen to 10 yen per share. We will achieve 100 yen per share two years earlier than the target set forth last year - "doubling the dividend within 7 years to 100 yen per share."

In line with this, given the good performance and the record-high profit for the 11th consecutive year, we would like to propose the annual dividend for the fiscal year under review to be 60 yen per share (with an interim dividend of 29 yen and a year-end dividend of 31 yen).

For the next fiscal year ending in March 2025, we plan to increase the annual dividend by 10 yen to 70 yen per share (with an interim dividend of 35 yen and a year-end dividend of 35 yen).

	Previous fiscal	Fiscal year under
	Year-on-
	year	review	year
			change
Interim	24	29	+5
Year-end	28	31	+3
Annual	52	60	+8

(Yen per share)

Next fiscal year
Year-on-
(forecast)	year
	change
35	+6
35	+4
70	+10

Matters concerning year-end dividends

Type of dividends

Cash

Matters concerning allocation of dividends to shareholders and the aggregate amount Dividends of 31 yen per share of common stock of the Company

The aggregate amount: 14,692,082,247 yen

The effective date of the appropriation of retained earnings June 28, 2024

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Basic Policy on Dividends

Doubling the dividend two years ahead of the previous schedule

The Company's basic policy of profit distribution is to ensure prioritization of investment in leasing office assets in order to enhance the long-term earnings base and to strive for "sustainable dividend increase" in line with profit growth.

We position stable income from building leasing at the core of our revenue and do not rely on gains from selling assets, which are susceptible to market fluctuations. As described in "Proactive Revision of 'Management Strategy for Sustainable Growth'" released on May 9 of this year, the recovery and improvement trends in our leasing business are evident, putting us on the clear path to surpassing 300 billion yen in ordinary profit in the next medium-term management plan. In light of this situation, we intend to further boost shareholder returns and accelerate the pace of sustainable dividend increase from 7 yen to 10 yen per share, achieving 100 yen per share two years earlier than the target set forth last year - "doubling the dividend within 7 years to 100 yen per share."

(The dividend for the fiscal year ended March 31, 2024 will be 60 yen, with an annual increase of 10 yen thereafter, reaching 100 yen for the fiscal year ending March 31, 2028.)

Even after surpassing 300 billion yen, we will continue to pursue appropriate and strong shareholder returns, taking into account our profit growth.

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Agenda 2. Election of One Director

Outside Director Yozo Izuhara will retire upon the conclusion of this meeting, and the Company proposes the election of one director to fill this vacancy.

The candidate for director is as follows.

Name	Career summary, position and responsibility in the Company, and significant	Number of the
Company's shares
(Date of birth)		concurrent positions outside the Company	held
	Apr. 1984	Joined Ministry of Construction
	Aug. 2013	Assistant Vice-Minister (in charge of Road Bureau),
		Minister's Secretariat, Ministry of Land,
		Infrastructure, Transport and Tourism
	Apr. 2014	Assistant Vice-Minister (in charge of City Bureau),
		Minister's Secretariat, Ministry of Land,
		Infrastructure, Transport and Tourism
	July 2017	Director General, Land and Construction Industry
		Bureau, Ministry of Land, Infrastructure, Transport	600
		and Tourism
	July 2018	Director General, Secretariat for Promotion of
		Regional Revitalization, Cabinet Office
Hakaru Tamura	July 2019	Retired from Ministry of Land, Infrastructure,
(August 4, 1960)		Transport and Tourism
New election	July 2020	Adviser (part-time) of the Company (present)
(Significant concurrent positions outside the Company)
Outside	-
Independent	Reasons for nomination as a candidate for outside director and expected roles
Male	Mr. Hakaru Tamura has served as Director General of the Land and Construction Industry Bureau
	of the Ministry of Land, Infrastructure, Transport and Tourism, and as Director General of
	Secretariat for Promotion of Regional Revitalization of the Cabinet Office. Although he has no
	experience of being directly involved in corporate management, he has extensive experience
	relating to administrative and organizational management as well as a wealth of knowledge and
	wide discernment regarding real estate and construction administration. In addition, as a part-time
	advisor of the Company, he has provided pertinent advice regarding compliance matters related to
	the construction industry. The Company deems him to be suitable as an outside director, and
	therefore proposes his election.
	The Company expects Mr. Hakaru Tamura to provide insight and discernment regarding the
	construction industry, and through decision-making of the Board of Directors, to also provide
	supervision of the Group's management and advice aiming at improving corporate value over the
	medium- to long-term from an independent standpoint.
Notes: 1. Mr. Hakaru Tamura is a candidate for outside director.

1. There is no special conflict of interest between the candidate and the Company.
2. The Company has registered Mr. Hakaru Tamura as an independent officer with Tokyo Stock Exchange, Inc.
3. If Mr. Hakaru Tamura's election is approved, the Company will enter into a limited liability agreement with him in accordance with laws and regulations and the articles of incorporation. Under the agreement, his liability is limited to the minimum limit stipulated by laws and regulations.
4. The Company has concluded a director and officer liability insurance policy with an insurance company, whereby insured persons will be compensated for any legal damages and litigation costs incurred under the policy. If Mr. Hakaru Tamura's election is approved, he will be included as an insured person under the insurance policy. In addition, we plan to renew the policy upon the next renewal with the same terms and conditions.

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(Reference) Members of Directors, Corporate Auditors (after approval and adoption of this agenda)

If Agenda 2 is approved as originally proposed, the members of directors and corporate auditors will be as follows.

	Name	Position in the Company	Attributes	Gender
Reelection	Kenichi Onodera	Director - Chairman of the Board		Male
Reelection	Kojun Nishima	Representative Director - President		Male
Reelection	Masato Kobayashi	Representative Director - Deputy		Male
President
Reelection	Yoshiyuki Odai	Representative Director - Deputy		Male
President
Reelection	Hiroshi Kato	Director - Senior Managing Executive		Male
Officer
Reelection	Hisatoshi Katayama	Director - Senior Managing Executive		Male
Officer
Reelection	Nobumasa Kemori	Outside Director	Outside	Male
Independent
Reelection	Chiyono Terada	Outside Director	Outside	Female
Independent
New	Hakaru Tamura	Outside Director	Outside	Male
election	Independent
Reelection	Yoshifumi Nakamura	Full-time Corporate Auditor		Male
Reelection	Toshikazu Tanaka	Full-time Corporate Auditor		Male
Reelection	Takashi Sakai	Outside Corporate Auditor	Outside	Male
Independent
Reelection	Naoko Hasegawa	Outside Corporate Auditor	Outside	Female
Independent
Independent: Independent officer registered with the Tokyo Stock Exchange

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(Reference) Policies for Appointment of Officers

• Basic Policy

Regarding nomination of candidates for directors and corporate auditors, and the appointment of executive officers, persons with a wealth of experience, high-level insight and sophisticated expertise who will contribute to the Company's sustainable growth and medium- to long-term enhancement of corporate value are narrowed down to candidates through multiple meetings of the Executive Committee. The final decision is then made by the Board of Directors based on thorough deliberation, reflecting independent and objective opinions of independent outside directors and outside corporate auditors. Independent outside directors and outside corporate auditors have sufficient opportunities to know relevant information such as the background, insights and achievements of internal directors, executive officers and internal corporate auditors at several occasions including meetings of the Committee of Outside Directors and Auditors, briefings for outside directors, and meetings of the Board of Corporate Auditors.

• Compliance with the Independence Criteria of Outside Directors and Outside Corporate Auditors and Reasons for Appointment Thereof

Regarding appointment of outside directors and outside corporate auditors, the Company has adopted the requirements for outside directors and outside corporate auditors prescribed in the Companies Act and the independence criteria set by the Tokyo Stock Exchange.

Name	Independence	Supplementary Explanation of the Relationship	Reasons of Appointment
Nobumasa Kemori		Mr. Kemori served as Director, Chairman of	Mr. Kemori had served as President and
		the Company's business partner Sumitomo	Chairman of Sumitomo Metal Mining Co.,
		Metal Mining Co., Ltd. until June 2017.	Ltd., and he has extensive knowledge of the
		However, since the transaction amount between	mining industry from a long-term perspective
	○	said company and the Company in the most	and overseas business as a manager. The
		recent fiscal year was small, accounting for less	Company deems him to be suitable as an
		than 1% of sales for both companies, the	outside director.
		Company deems there is no impact on
		independence.
Chiyono Terada		Ms. Terada served as President and CEO of the	Ms. Terada founded Art Hikkoshi Center and
		Company's business partner Art Moving	had served as its President and Chairperson,
		Company Co., Ltd. until December 2019.	etc., and she has extensive knowledge and wide
		However, since the transaction amount between	discernment as a manager. The Company
	○	said company and the Company in the most	deems her to be suitable as an outside director.
		recent fiscal year was small, accounting for less
		than 1% of sales for both companies, the
		Company deems there is no impact on
		independence.
Hakaru Tamura		Mr. Tamura has provided advice to the	Mr. Tamura has served as Director General of
		Company regarding compliance matters related	the Land and Construction Industry Bureau of
		to the construction industry from an	the Ministry of Land, Infrastructure, Transport
		independent standpoint as a part-time advisor,	and Tourism, and as Director General of
		and the Company deems him to be suitable as	Secretariat for Promotion of Regional
		an independent officer.	Revitalization of the Cabinet Office, and he has
			extensive experience relating to administrative
	○		and organizational management as well as a
		wealth of knowledge and wide discernment
			regarding real estate and construction
			administration. In addition, as a part-time
			advisor of the Company, he has provided
			pertinent advice regarding compliance matters
			related to the construction industry, and the
			Company deems him to be suitable as an
			outside director.

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Name	Independence	Supplementary Explanation of the Relationship	Reasons of Appointment
Takashi Sakai		Mr. Sakai served as Representative Director,	Mr. Sakai has served as Executive Vice-
		Executive Vice-President of the Company's	President of Osaka Gas Co., Ltd. and President
		business partner Osaka Gas Co., Ltd. until	of Honshu-Shikoku Bridge Expressway
		March 2013. However, since the transaction	Company Limited, and he has extensive
	○	amount between said company and the	knowledge and wide discernment as a manager.
		Company in the most recent fiscal year was	The Company deems him to be suitable as an
		small, accounting for less than 1% of sales for	outside corporate auditor.
		both companies, the Company deems there is
		no impact on independence.
Naoko Hasegawa		Ms. Hasegawa worked for the Company's	Ms. Hasegawa has served as Executive Officer
		subsidiary Sumitomo Fudosan Fitness Co., Ltd.	and Chief Business Ethics Officer of The
		(currently Sumitomo Fudosan Esforta Co.,	Prudential Life Insurance Company, Ltd. and
		Ltd.) from April 1987 to October 2002.	she has extensive experience and wide
	○	However, since more than 20 years have passed	discernment in corporate management and
	since she resigned from said company and she	corporate ethics. The Company deems her to be
		has not been involved in execution of business	suitable as an outside corporate auditor.
		of said company after her resignation, the
		Company deems there is no impact on
		independence.

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• Skill Matrix (Abilities Expected of Each Director)

Name	Organizational	Leasing	Sales	Construction	Brokerage	Redevelop-	Planning and	Compliance
management	ment	finance
Kenichi Onodera	○	○	○	○	○	○	○	○
Kojun Nishima	○	○	○	○	○	○	○	○
Masato Kobayashi	○		○		○
Yoshiyuki Odai	○						○	○
Hiroshi Kato	○			○
Hisatoshi Katayama	○					○
Nobumasa Kemori	○							○
Chiyono Terada	○							○
Hakaru Tamura	○			○	○			○

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Agenda 3. Election of One Substitute Corporate Auditor

The Company requests approval for the election of one substitute corporate auditor, to provide for the case where the number of incumbent auditors becomes less than the number stipulated in laws and regulations, which require majority is comprised of outside corporate auditors. The board of corporate auditors has consented to this agenda.

Candidate for substitute corporate auditor:

Name	Career summary, position in the Company, and significant concurrent	Number of the
Company's shares
(Date of birth)		positions outside the Company
	held
	Dec. 1975	Passed the Certified Public Tax Accountant
		Examination
	Apr. 1976	Registered with the Tokyo Certified Public Tax
		Accountants' Association		0
Setsuya Nakamura		Established the Setsuya Nakamura Certified Public
(April 29, 1944)		Tax Accounting Office, Representative (present)
Outside	Apr. 2011	Registered as a political funding auditor
Reasons for nomination as candidate for substitute outside corporate auditor
Independent	Mr. Setsuya Nakamura has expertise, rich experience and wide discernment as a certified tax
	accountant. The Company deems him to be suitable as a substitute outside corporate auditor, and
	therefore proposes his election. Note that though he does not have direct experience in corporate
	management, the Company deems that he will be able to appropriately fulfill his duties if he
	assumes office as an outside corporate auditor due to the reasons listed above.

Notes: 1. Mr. Setsuya Nakamura is a candidate for substitute outside corporate auditor.

1. There is no special conflict of interest between the candidate and the Company.
2. If this agenda is approved and Mr. Setsuya Nakamura assumes office as an outside corporate auditor, the Company will register him as an independent officer with Tokyo Stock Exchange, Inc.
3. If this agenda is approved and Mr. Setsuya Nakamura assumes office as an outside corporate auditor, the Company will enter into a limited liability agreement with him in accordance with laws and regulations and the articles of incorporation. Under the agreement, his liability is limited to the minimum limit stipulated by laws and regulations.
4. The Company has concluded a director and officer liability insurance policy with an insurance company, whereby insured persons will be compensated for any legal damages and litigation costs incurred under the policy. If this agenda is approved and Mr. Setsuya Nakamura assumes office as an outside corporate auditor, he will be included as an insured person under the insurance policy.

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