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 7, 2021
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Kojun Nishima
Executive Managing Director and President
To Our Shareholders:

NOTICE OF CONVOCATION OF THE 88TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 88th Ordinary General Meeting of Shareholders of Sumitomo Realty & Development
Co., Ltd. (the “Company”) will be held as stated below. Your attendance is respectfully requested.
In the event that you are unable to attend, you can exercise your voting rights with the appropriate form. You arerequested to review the attached Reference Documents for General Meeting of Shareholders and indicate yourapproval or disapproval on the enclosed Form for the Exercise of Voting Rights and return it to the Company by 5:40
p.m. of Monday, June 28, 2021.
Particulars
1. Date and Time: 10:00 a.m. on Tuesday, June 29, 2021
2. Place:
Shinjuku Sumitomo Hall (Entrance B1F)
Shinjuku Sumitomo Building
2-6-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Please note that the place is different from that of last year.
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for Consolidated Financial
Statements for the 88th fiscal year (from April 1, 2020 to March 31, 2021) by the Independent Auditor andthe Board of Statutory Auditors
2. Financial Statements for the 88th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Agenda 1.
Appropriation of Retained Earnings
Agenda 2.
Election of Ten Directors
Agenda 3.
Election of One Substitute Statutory Auditor
If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.
If any matter is found to be modified in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated
Financial Statements and/or Financial Statements until the day before the meeting, it will be notified by mail or posted on the Company
website. (http://www.sumitomo-rd.co.jp/english/)-1-

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1.

Appropriation of Retained Earnings

The Company’s basic policy of profit distribution is to ensure prioritization of investment in rental buildings in orderto enhance the long-term revenue base and a “sustainable increase on dividend payments” in line with profit growth.
In the fiscal year under review, a decline in profits in the commercial facilities such as hotels and event halls was
unavoidable due to the impact of the COVID-19 pandemic. However, profit renewed a record high for the 8thconsecutive year as a result of growth of mainstay office building leasing business in both revenue and profits, andalso steady trend of housing-related business including condominiums, remodeling and brokerage.
Taking this result into consideration, we would like to propose to continue the “annual dividend increase of 5 yen”
and to increase the year-end dividend to 21 yen per share (2 yen increase from the previous fiscal year) as stated in
the “Notice Concerning Revision of Year-end Dividend Forecast” dated February 12, 2021.
If this agenda is approved as originally proposed, the annual dividend per share will be 40 yen (5 yen increase fromthe previous fiscal year), including the interim dividend of 19 yen per share.
For the next fiscal year ending March 31, 2022, we expect to renew record profit for the 9th consecutive year, andwe intend to raise the annual dividend by 5 yen from the fiscal year under review to 45 yen (including an interim
dividend of 22 yen).

Matters concerning year-end dividends
Type of dividends
Cash
Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 21 yen per share of common stock of the Company
The aggregate amount: 9,952,720,113 yen
The effective date of the appropriation of retained earnings
June 30, 2021
Cash Dividend per Share and Profit*-2-

Agenda 2.

Election of Ten Directors

The term of office of all ten directors will expire upon the conclusion of this meeting, and the Company proposes theelection of the ten directors.
Candidates for director:
CandidatenumberName

Current position and responsibility in the Company

Candidate attributes

1

Kenichi Onodera

Director - Chairman of the Board

Reelection

2

Kojun Nishima

Executive Managing Director and President
Head of Building Development Division

Reelection

3

Nobuaki Takemura

Executive Managing Director and Deputy President
Head of Management Division

Reelection

4

Masato Kobayashi

Executive Managing Director and Deputy President
Head of Residential Business Division

Reelection

5

Hiroshi Kato

Director, Senior Managing Executive Officer
Head of Shinchiku - Sokkurisan Remodeling Division

Reelection

6

Hisatoshi Katayama

Director, Senior Managing Executive Officer
Head of Urban Property Development Division

Reelection

7

Yoshiyuki Odai

Director, Senior Managing Executive Officer
Head of Corporate Planning Division

Reelection

8

Koji Ito

Director, Senior Managing Executive Officer
Executive Managing Director and President of Sumitomo
Real Estate Sales Co., Ltd.

Reelection

9

Yozo Izuhara

Outside Director

10

Nobumasa Kemori

Outside Director

Notes:

Reelection
OutsideIndependent
Reelection
OutsideIndependent

1. There is no special conflict of interest between each of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurance company, whereby
insured persons will be compensated for any legal damages and litigation costs incurred under the policy. Each candidate
will be included as an insured person under said policy. In addition, we plan to renew the policy upon the next renewal
with the same terms and conditions.

-3-

Candidate
number1

Name(Date of birth)

Kenichi Onodera(February 4, 1947)
Reelection

2

Kojun Nishima(March 6, 1961)
Reelection

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s shares
held

Apr. 1970
Joined the Company
June 1998
Director
June 2001
Managing Director
June 2005
Executive Managing Director
30,500June 2007
Director - President
June 2013
Director - Deputy Chairman of the Board
Sept. 2019
Director - Chairman of the Board (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Kenichi Onodera leads management of the Company as Director - Chairman of theBoard, and the Company expects him to make further contribution to improving thecorporate value of the Group by utilizing his extensive knowledge of the Group’s
management in general, and therefore proposes his re-election.
Apr. 1984
Joined the Company
Apr. 2000
General Manager of Business Management
Department, Building Development Division
Apr. 2007
Deputy Head of Urban Property
Development Division
Apr. 2009
Head of Residential Business Division
June 2009
Director
15,000
Sept. 2009
Head of Building Development Division
June 2010
Executive Managing Director (present)
June 2013
Director - President (present)
May 2017
Head of Building Development Division(present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Kojun Nishima leads management of the Company as Director - President, and theCompany expects him to make further contribution to improving the corporate value of
the Group by utilizing his extensive knowledge of the Group’s management in general,and therefore proposes his re-election.

-4-

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1981
June 2000

3

Nobuaki Takemura(February 13, 1959)
Reelection

4

Masato Kobayashi(June 14, 1960)
Reelection

Number of theCompany’s shares
held

Joined the Company
General Manager of Accounting
Department, Finance and Accounting
Division
June 2008
Director
Oct. 2008
Head of Finance and Accounting Division
20,600June 2010
Executive Managing Director (present)
Oct. 2012
Head of Business Management Division
June 2013
Director - Deputy President (present)
Mar. 2016
Head of Management Division (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Nobuaki Takemura has experience in finance, accounting, general affairs, humanresources, etc., and the Company expects him to make further contribution to improving
the corporate value of the Group by especially utilizing his extensive knowledge about
the Management Division in general of the Group, and therefore proposes his re-election.
Apr. 1983
Joined the Company
Apr. 2000
General Manager of Building Planning
Department, Building Development Division
Apr. 2007
Deputy Head of Urban Property
Development Division
Apr. 2009
Head of Site Acquisition Division
June 2009
Director
June 2010
Executive Managing Director (present)
14,900Aug. 2010
Head of Residential Business Division
June 2013
Director - Deputy President (present)
Mar. 2016
Head of Building Development Division,
Head of Urban Property Development
Division
Nov. 2017
Head of Residential Business Division(present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Masato Kobayashi has experience in real estate development and real estate
management related to office building business and condominium business, etc., and theCompany expects him to make further contribution to improving the corporate value of
the Group by especially utilizing his extensive knowledge about the Group’s businessdivisions in general, and therefore proposes his re-election.

-5-

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1984
Apr. 2000

5

Hiroshi Kato
(August 1, 1961)
Reelection

6

Hisatoshi Katayama(July 11, 1961)
Reelection

Number of theCompany’s shares
held

Joined the Company
General Manager of Related Businesses
Department, Building Development Division
Apr. 2007
General Manager of Site Acquisition
Department, Urban Property Development
DivisionAug. 2010
Deputy Head of Building Development
Division
Apr. 2012
Head of New Business Development
13,500
Division
Apr. 2013
Head of Assets Development Division
June 2013
Director (present)
Sept. 2016
Head of Shinchiku - Sokkurisan Remodeling
Division (present)
Apr. 2020
Senior Managing Executive Officer (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Hiroshi Kato has experience in real estate development and real estate management
related to office building business and housing renovation business, etc., and theCompany expects him to make further contribution to improving the corporate value of
the Group by utilizing his extensive knowledge about the Company’s real estatebusiness, and therefore proposes his re-election.
Apr. 1985
Joined the Company
Dec. 2004
Branch Manager of West Tokyo Branch,
Urban Property Management DivisionDec. 2005
General Manager of Redevelopment
Department, Urban Property Development
Division
Apr. 2010
Deputy Head of Building Development
Division
Feb. 2014
Deputy Head of Site Acquisition Division in
10,500
the Metropolitan Area
Apr. 2016
Deputy Head of Urban Property
Development Division
Sept. 2016
Head of Urban Property Development
Division (present)
June 2018
Director (present)
Apr. 2020
Senior Managing Executive Officer (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Hisatoshi Katayama has experience in urban redevelopment, real estatedevelopment, and real estate management related to office building business, etc., andthe Company expects him to make further contribution to improving the corporate valueof the Group by utilizing his extensive knowledge about the Company’s real estatebusiness, and therefore proposes his re-election.

-6-

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s shares
held

Apr. 1985
Sept. 2004

7

Yoshiyuki Odai
(June 9, 1961)
Reelection

8

Koji Ito(December 13, 1959)
Reelection

Joined the Company
General Manager of Corporate Planning
Department, Corporate Planning Division
Apr. 2010
Head of Residential Business DivisionNov. 2010
Head of Corporate Planning Division
June 2011
Director (present)
15,700Nov. 2011
Head of Finance and Accounting Division
Jan. 2014
Head of Overseas Business DivisionNov. 2019
Head of Corporate Planning Division(present)
Apr. 2020
Senior Managing Executive Officer (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
Mr. Yoshiyuki Odai has experience in corporate planning, finance, accounting, overseas
business, etc., and the Company expects him to make further contribution to improving
the corporate value of the Group by utilizing his extensive knowledge about the Group’s
corporate planning and overseas business, and therefore proposes his re-election.
Apr. 1984
Joined the Company
Apr. 2000
General Manager of Jyosai Operation
Department, Building Management Division
Apr. 2004
General Manager of Development andPlanning Department, Urban Property
Development Division
Apr. 2009
Head of Construction Technology Division
Apr. 2010
Head of Customer Division
Apr. 2013
Head of Residential Business Division
June 2013
Director (present)
16,768Mar. 2016
Head of Housing Renovation Division
Apr. 2017

General Manager of General Affairs
Department, Management Division
Apr. 2019
Executive Managing Director and Presidentof Sumitomo Real Estate Sales Co., Ltd.
(present)
Apr. 2020
Senior Managing Executive Officer of theCompany (present)(Significant concurrent positions outside the Company)
Executive Managing Director and President of Sumitomo Real
Estate Sales Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Koji Ito has experience in real estate development, general affairs, and real estate
management related to housing business and real estate brokerage business, etc., and theCompany expects him to make further contribution to improving the corporate value of
the Group by utilizing his extensive knowledge about the Group’s administrative
division and real estate business, and therefore proposes his re-election.

-7-

Candidate
number9

Notes:

1.
2.

3.

4.

Name
(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s shares
held

Apr. 1962
Joined Nippon Sheet Glass Co., Ltd.
June 1996
Managing Director
June 1998
Representative Director, President
June 2004
Representative Director, Chairman
June 2008
Director, Chairman of the Board
Oct. 2009
Director, Chairman of the Board - Chairman
0June 2010
Executive Advisor
Yozo Izuhara
June 2012
Honorary Senior Advisor (present)(September 23, 1938)
June 2014
Outside Statutory Auditor of the Company
June 2019
Outside Director (present)
Reelection(Significant concurrent positions outside the Company)
Outside–Independent
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Yozo Izuhara had served as President and Chairman of Nippon Sheet Glass Co., Ltd.,and he has extensive knowledge on overseas business and M&A as a manager. The
Company deems him to be suitable as an Outside Director, and therefore proposes his reelection. The Company expects Mr. Yozo Izuhara, mainly through important decisionmaking of the Board of Directors, to provide supervision of the Group’s management
and advice aiming at improving corporate value over the medium- to long-term from an
independent standpoint.
The Company has registered Mr. Yozo Izuhara as an independent officer with Tokyo Stock Exchange, Inc.
The Company has entered into a limited liability agreement with him as an outside director in accordance with laws andregulations and the articles of incorporation. Under the agreement, his liability is limited to the minimum limit stipulated
by laws and regulations. If this agenda is approved, the Company plans to enter into a limited liability agreement of thesame content as above with him.
Nippon Sheet Glass Co., Ltd., in which candidate for Outside Director Mr. Yozo Izuhara was Chairman of the Board, does
not hold the Company’s shares. The Company holds 0.3% of said company’s shares, and the transaction amount between
said company and the Company (most recent fiscal year) is less than 1% of sales for both companies; since both capitaland business relationships are small, the Company deems there is no impact on independence.
His tenure as an outside director of the Company will have been two years at the conclusion of this meeting.

-8-

Candidate
number10Notes:

1.
2.

3.

4.

Name
(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s shares
held

Sept. 1980
Joined Sumitomo Metal Mining Co., Ltd.
June 2006
Director, Managing Executive Officer
June 2007
President, Representative Director
June 2013
Chairman, Representative Director
June 2016
Chairman0June 2017
Executive Advisor (present)
June 2019
Outside Director of the Company (present)
Nobumasa Kemori(Significant concurrent positions outside the Company)(April 12, 1951)
Outside Director of NAGASE & CO., LTD.
Outside Director of JFE Holdings, Inc.
Reelection
Reasons for nomination as a candidate for Outside Director and expected roles
OutsideMr. Nobumasa Kemori had served as President and Chairman of Sumitomo Metal
Independent
Mining Co., Ltd., and he has extensive knowledge of the mining industry from a longterm perspective and overseas business as a manager. The Company deems him to besuitable as an Outside Director, and therefore proposes his re-election. The Company
expects Mr. Nobumasa Kemori, mainly through important decision-making of the Boardof Directors, to provide supervision of the Group’s management and advice aiming at
improving corporate value over the medium- to long-term from an independent
standpoint.
The Company has registered Mr. Nobumasa Kemori as an independent officer with Tokyo Stock Exchange, Inc.
The Company has entered into a limited liability agreement with him as an outside director in accordance with laws andregulations and the articles of incorporation. Under the agreement, his liability is limited to the minimum limit stipulated
by laws and regulations. If this agenda is approved, the Company plans to enter into a limited liability agreement of thesame content as above with him.
Regarding Sumitomo Metal Mining Co., Ltd., in which candidate for Outside Director Mr. Nobumasa Kemori was
Chairman, said company holds 1.0% of the Company’s shares, and the Company holds 1.3% of said company’s shares.
The transaction amount between said company and the Company (most recent fiscal year) is less than 1% of sales for bothcompanies; since both capital and business relationships are small, the Company deems there is no impact on independence.
His tenure as an outside director of the Company will have been two years at the conclusion of this meeting.

-9-

(Reference) Members of Directors, Statutory Auditors (after approval and adoption of this agenda)
If Agenda 2 is approved as originally proposed, the members of directors and statutory auditors will be as follows.
Name

Position in the Company

Reelection

Kenichi Onodera

Director - Chairman of the Board

Reelection

Kojun Nishima

Reelection

Nobuaki Takemura

Reelection

Masato Kobayashi

Reelection

Hiroshi Kato

Reelection

Hisatoshi Katayama

Reelection

Yoshiyuki Odai

Reelection

Koji Ito

Attributes

GenderMale

Executive Managing Director andPresident
Executive Managing Director and
Deputy President
Executive Managing Director and
Deputy President
Director, Senior Managing Executive
Officer
Director, Senior Managing Executive
Officer
Director, Senior Managing Executive
Officer
Director, Senior Managing Executive
Officer

Male
Male
Male
Male
Male
Male
Male
OutsideIndependent
OutsideIndependent

Reelection

Yozo Izuhara

Outside Director

Reelection

Nobumasa Kemori

Outside Director

Present

Yoshifumi Nakamura

Full-time Statutory Auditor

Male

Present

Toshikazu Tanaka

Full-time Statutory Auditor

Male

Present

Yoshiyuki Norihisa

Outside Statutory Auditor

Present

Chiyono Terada

Outside Statutory Auditor

Independent: Independent officer registered with the Tokyo Stock Exchange- 10 -

OutsideIndependent
OutsideIndependent

Male
Male

Male
FemaleAgenda 3.

Election of One Substitute Statutory Auditor

The Company requests approval for the election of one substitute statutory auditor, to provide for the case where thenumber of incumbent auditors becomes less than the number stipulated in laws and regulations, which require
majority is comprised of outside statutory auditors. The board of statutory auditors has consented to this agenda.
Candidate for substitute statutory auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Aug. 1963
July 1969

Notes:

Number of theCompany’s shares
held

Registered as certified public accountant
Senior Partner of the auditing corporation Asahi & Co.
(Currently KPMG AZSA LLC)
Apr. 1974
Registered as certified tax accountant
May 1974
Founded Uno Kozo Certified Public Accountant
Office (present)
0
Kozo Uno
Oct. 1993
Vice President of Asahi & Co (Currently KPMG
(July 3, 1933)
AZSA LLC)
OutsideMay 1997
President of Asahi & Co
Independent
May 1999
Chairman of Asahi & Co
May 2001
Retired from Asahi & Co
Reasons for nomination as candidate for Substitute Outside Statutory Auditor
Mr. Kozo Uno has expertise as certified public accountant and certified tax accountant, and richexperience and wide discernment as president of auditing firm, etc. The Company deems him tobe suitable as a Substitute Outside Statutory Auditor, and therefore proposes his election.
1. There is no special conflict of interest between the candidate and the Company.
2. If this agenda is approved and Mr. Kozo Uno assumes office as an outside statutory auditor, the Company will register
him as an independent officer with Tokyo Stock Exchange, Inc.
3. If this agenda is approved and he assumes office as an outside statutory auditor, the Company will enter into a limited
liability agreement with him in accordance with laws and regulations and the articles of incorporation. Under theagreement, his liability is limited to the minimum limit stipulated by laws and regulations.
4. The Company has concluded a director and office 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 he is appointed as an
outside statutory auditor after the agenda is approved, he will be included as an insured person under the insurance policy.

- 11 -

(Reference) Status of the Company’s Corporate GovernanceBasic Views of Corporate Governance
The Company is a comprehensive real estate enterprise of the Sumitomo Group which has a history of 430 years
and inherits Sumitomo’s business philosophy of “Placing prime importance on integrity and sound managementin the conduct of its business” and “Under no circumstances, shall it pursue easy gains.” The Company’s slogan,“Integrity and Innovation” expresses its corporate stance to all stakeholders including employees, customers,
business partners, creditors, shareholders, etc. This includes the pride as a developer which values “Integrity”
above all, and creates new corporate value with a pioneering spirit, without pursuing easy gains under any
circumstances.
Under this slogan, we have set forth our fundamental mission as to “create even better social assets for the next
generation,” and our basic management policy aims to contribute to addressing various social issues such as theenvironment, while at the same time maximizing corporate value through each business.
This fundamental mission also includes a reminder “do not rest on seniors’ laurels and make the best efforts fora better company for the next generation.” At this point in time, we believe that the management of the Company
should continue to be carried out by people mainly from within the Company who have inherited the strong will
to sow the seeds of growth for the sake of the next generation. In so doing, we believe that employees will beable to maintain a high level of motivation to eventually participate in management.
In consideration of this basic stance, we are working to further strengthen and enhance corporate governance so
as to contribute to the improvement of the Company’s corporate value over the medium- to long-term, byworking on collaboration and dialogue with all stakeholders including shareholders, improving the efficiency
of decision-making, appropriate supervision of execution, and proper disclosure of information.



Corporate Governance System
In order for the Company to continue growing, we believe that people from within the Company who are deeply
familiar with the significance of continuing to invest, always looking resolutely forward even in difficult times,
should be the core members of management and execution; hence we have a structure as a company with a
Board of Statutory Auditors, where the Board of Directors bears responsibility for execution, and statutory
auditors take on the management supervision function.
Eight directors, mainly from within the Company, who are deeply familiar with the business content, are in
charge of management and execution, while two outside directors and four statutory auditors for a total of six
persons, which accounts for over 40% of the 14 Board of Directors attendees, are responsible for the
management supervision function. In order to fully demonstrate the supervisory function, we have built a system
to accurately grasp the management condition and issues and to cooperate with each other as follows. We believethat the Company’s corporate governance is sufficiently functioning, as its effectiveness is being reflected inour business results.
‧

Board of Directors
The Board of Directors promotes the sustainable growth of the Company and the enhancement of corporate
value over the medium- to long-term, improves profitability and business efficiency, and prevents fraud
before it occurs. In order to do so, it is responsible for deliberating and deciding important matters for theCompany such as basic management policy and management strategy, as well as supervising the executionof duties by each director.
It is comprised of eight directors from within the Company who are in charge of business execution as they
are deeply familiar with the significance of always looking resolutely forward and continuing to invest forsustainable growth, and two outside directors with experience as chairman and president of Sumitomo
Group Companies, who share the Sumitomo’s business philosophy and understand the Company’s
management principles.
The Company deems both of the two outside directors are suitable as outside directors based on theirextensive experiences in management at other companies, character and insight. We are improving therationality of management decisions by receiving their ideas that are not bound by the established conceptsof the industry and advice based on their global perspectives.
- 12 -

In order for outside directors to deepen their understanding of the Company’s management conditions andissues, we held eight briefings for outside directors during the fiscal year under review to explain the agendaof the Board of Directors and the content of discussions at management meetings.
‧

Executive Officer System
Due to the limited number of directors, we have introduced an executive officer system comparable withdirectors so that we can appoint officers necessary for business expansion, and we have appointed six
executive officers who do not concurrently serve as directors. Compensation for executive officers who are
non-concurrent directors is to be paid from the total compensation for directors because they are considered
to be comparable with directors.

‧

Statutory Auditors and Board of Statutory Auditors
Statutory auditors are responsible to supervise whether directors are performing their duties properly byusing the powerful authority endorsed by law.
The Board of Statutory Auditors consists of four statutory auditors, half of whom are the two outside
statutory auditors.
The two full-time statutory auditors from within the Company are quite familiar with the internal
circumstances of the Company, and they enhance the effectiveness of audits due to their high informationgathering abilities.
The two outside statutory auditors have extensive experience in management at other companies, and theCompany deems they are suitable as outside statutory auditors in view of their character and insight as well.
Both of them exchange opinions with the full-time statutory auditors, the Internal Audit Office, and theIndependent Auditors as appropriate, and express their opinions to Board of Directors from an independent
standpoint, ensuring the objectiveness of audits.
The Board of Statutory Auditors held meetings 13 times during the fiscal year under review to receive
reports from the Independent Auditor and the Internal Audit Office, and to interview the head of each
Department on their respective management status.

‧

Board of Outside Directors and Auditors
In order for outside directors and outside statutory auditors to fully perform their roles, we have establisheda Board of Outside Directors and Auditors with only four members, comprised of outside directors andoutside statutory auditors.
The Board of Outside Directors and Auditors directly hears from each officer about the execution status of
the duties of which he or she is in charge and the issues they are aware of, as well as giving appropriate
advice. In the event of whistle-blowing report toward officers, outside statutory auditors receive a report
directly to share at the Board of Outside Directors and Auditors.

‧

Internal Audit Structure
We have established the Internal Audit Office (16 persons) to check the business execution status of each
Department of the Group and the operational status of internal controls, to prevent fraud and errors, and to
make proposals for operational improvement. In addition to reporting the audit results of the Independent
Auditors, the Internal Audit Office reports directly to the Statutory Auditors to enhance and improve theefficiency of audits by the Statutory Auditors.

- 13 -



Initiatives for Promoting Diversity
We have been actively promoting diversity since before, based on the awareness that the existence of diverse
perspectives and values reflecting a variety of experiences, skills and characteristics within the Company is astrength that supports the sustainable growth of the Company.
For more than 20 years, we have been actively hiring people with diverse careers at other companies as
individuals who can be immediately effective in the Company. Today, mid-career hires with work experience atother companies account for 90% of our employees, and are the source of the Company’s growth.
In addition, we believe that equal opportunity in promoting employees to management positions is the mostimportant factor for increasing their motivation, so we promote employees based solely on their enthusiasm,
ability, and achievements, regardless of gender or whether they were hired as new graduates or as mid-careerhires. As a result, more than 60% of our managers are currently mid-career hires, ensuring diversity in the
managerial positions.
We are also actively working on the promotion of female participation and career advancement. Firstly, we haveannounced a numerical target for the ratio of female employees in sales and engineering positions that support
our front line operations (25% in sales and 13% in engineering positions). By further increasing the ratio of
female in our employees and working on their career development to expand the pool of our human resources,
we will increase the number of female employees for future promotion and gradually promote them tomanagerial positions.
We believe that diversity in managerial positions should be ensured naturally as a result of fair appointments.
We believe that setting a numerical target for diversity in managerial positions may distort equal opportunity inthe appointment of managers and lower the morale of employees as a whole, and therefore we will not set sucha numerical target.

- 14 -

(Appendix)

Business Report(April 1, 2020 - March 31, 2021)
I.

Overview of the Corporate Group

1.

Business Progress and Results, and Issues to be Addressed(1) Overview of consolidated results
Record-high profit for the eighth consecutive year
The financial results for the consolidated fiscal year under review is as shown in the table below. Althoughrevenue from operations, operating income, and ordinary profit declined from the previous year, profit
attributable to owners of parent increased for the tenth consecutive year, achieving record-high results forthe eighth consecutive year.
Increased revenue and profit in office building business, double-digit profit growth in condominium
sales
By segment, in the leasing business, the commercial facilities such as hotels and event halls weresignificantly affected by the new coronavirus disease (COVID-19). However, the mainstay office building
business recorded increases in both revenue and profit by maintaining low vacancy rates and underpinned
the performance as a whole. Further, due to reduced advertising and selling expenses and improvements ingross profit margin, the sales business, focusing on condominium sales, recorded double-digit growth inprofit, contributing to the overall result. As a result, revenue from operations for the fiscal year was ¥917.4
billion (down 9.5% year-on-year) and operating income was ¥219.2 billion (down 6.4% year-on-year).

Non-operating gains/losses continued to improve, contributing to the increase in final profit figures
Non-operating loss recorded ¥9.2 billion yen (an improvement of ¥4.5 billion year-on-year), mainly due
to an increase in dividend income and a decrease in interest expense. Extraordinary income recorded ¥11.8
billion after transferring all of its equity interest in the condominium development joint venture company
in Dalian City, China. As a result, ordinary profit was ¥209.9 billion (down 4.8% year-on-year) and profit
attributable to owners of parent reached ¥141.3 billion (up 0.3% year-on-year).
FY2020(Apr. 1, 2020 – Mar. 31, 2021)

YoY change

Revenue from operations¥ 917.4 billion(¥ 96.0 billion)

Operating income¥ 219.2 billion(¥ 15.0 billion)

Ordinary profit¥ 209.9 billion(¥ 10.5 billion)

Profit attributable to owners ofparent¥ 141.3 billion+¥ 0.3 billion- 15 -

Business results by segment are as follows.
Revenue from operations

FY2020YoY change

Leasing¥ 398.2 billion+¥ 2.6 billion

Sales¥ 263.3 billion(¥ 61.5 billion)

Construction¥ 188.7 billion(¥ 30.2 billion)

Brokerage¥ 65.7 billion(¥ 5.4 billion)

Operating income

FY2020YoY change

Leasing¥ 155.2 billion(¥ 14.1 billion)

Sales¥ 53.9 billion+¥ 7.4 billion

Construction¥ 15.5 billion(¥ 5.0 billion)

Brokerage¥ 11.4 billion(¥ 3.1 billion)
Note: Percentage is calculated from figures
before elimination and/or corporate for the fiscal
year ended March 31, 2021.

Consolidated operating income and gross floor area for leasing (owned)
The office building business has shown “sustainable growth” alongside the growth in owned gross floor area

- 16 -

(2) Outlook for next fiscal year
Forecasts for the next consolidated fiscal year (year ending March 31, 2022) are as shown below. The
underlying assumptions of these forecasts are that there will not be a full recovery before the end of the
fiscal year from the decline in the commercial facilities such as hotels and event halls of the leasing
business due to the impact of COVID-19 and that the business environment will remain same level as theprevious year.
The mainstay office building business will underpin performance with an increase in profit due to factors
such as full-year contribution of new buildings and decline in temporary expenses. In addition, theconstruction and brokerage businesses are expected to turn to increase in profit, due to recovered orders
and contracts, contributing to business performance.
As a result, revenue from operations, operating income, ordinary profit, and profit attributable to ownersof parent will all increase from the previous year. We intend to achieve a record-high ordinary profit after
a two-year dip, and the ninth consecutive year of record-high in profit attributable to owners of parent.
FY2021 Forecast(Apr. 1, 2021 – Mar. 31, 2022)¥ 920.0 billion¥ 228.0 billion¥ 221.0 billion¥ 150.0 billion+¥ 2.5 billion+¥ 8.7 billion+¥ 11.0 billion+¥ 8.6 billion

Revenue from operations
Leasing
Sales
Construction
Brokerage

FY2021 Forecast¥ 400.0 billion¥ 245.0 billion¥ 200.0 billion¥ 75.0 billion

YoY change+¥ 1.7 billion(¥ 18.3 billion)+¥ 11.2 billion+¥ 9.2 billion

Operating income
Leasing
Sales
Construction
Brokerage

FY2021 Forecast¥ 160.0 billion¥ 50.0 billion¥ 18.0 billion¥ 16.0 billion

YoY change+¥ 4.7 billion(¥ 3.9 billion)+¥ 2.4 billion+¥ 4.5 billion

Revenue from operations
Operating income
Ordinary profit
Profit attributable to owners of parent

YoY change(Outlook by segment)- 17 -

(3) Progress of the Eighth Management Plan
The Company has been operating under the Eighth Management Plan since April 2019. Despite the recordhigh results for the seventh consecutive year in the previous fiscal year, the initial year of the plan, declines
in revenue and profit were unavoidable due to the impact of COVID-19 in the fiscal year under review, thesecond year of the plan, as described in the above Overview of Consolidated Results. The table below
shows the forecasts for the next fiscal year, the final year of the Plan, and the 3-year cumulative 8th Plan
forecasts. It will be difficult to achieve the initial targets, which were formulated before the COVID-19
pandemic, but compared to the Seventh Management Plan, which marked a record-high results, operating
income and ordinary profit are expected to exceed by 10–20%.
With no immediate prospects for the end of the COVID-19 situation, the future outlook remains uncertain,
we will strive to steadily achieve our forecasts for the next fiscal year so that we will be able to reachrecord-high profits for the third consecutive management plan, from the Sixth Management Plan throughto the Eighth.

Revenue fromoperations
Operating income
Ordinary profit(Billions of yen)
8th Plan
Targets*
Vs. 7th(Apr. 1,
Plan
2019 – Mar.
31, 2022)

7th Plan Results(Apr. 1, 2016 –Mar. 31, 2019)

FY2019FY2020

FY2021
Forecast

8th Plan
Forecasts(Three-year
cumulative)

2,885.8

1,013.5

917.4

920.0

2,851.0(34.8)

3,100.0

613.2
557.8

234.3
220.5

219.2
209.9

228.0
221.0

681.6
651.5

+ 68.4+ 93.7

740.0
700.0

*Announced on May 16, 2019- 18 -

(4) Overview of each segment for the fiscal year under review

Leasing
FY2020 (YoY change)
FY2021 forecast (YoY change)

Revenue from Operations¥ 398.2 billion+¥ 2.6 billion¥ 400.0 billion+¥ 1.7 billion

Operating Income¥ 155.2 billion(¥ 14.1 billion)¥ 160.0 billion +¥ 4.7 billion

Revenue and profit increased for office buildings, by contribution from higher rents in existingbuildings
In the consolidated fiscal year under review, revenue and profit in the office building business increased
due to the effects of higher rent in existing buildings and full-year contribution from Sumitomo Fudosan
Shinjuku Central Park Tower, Sumitomo Fudosan Akihabara First Building, and other new buildings thatwere completed in the previous fiscal year.
On the other hand, the commercial facilities such as hotels and event halls were impacted by the two stateof-emergency declarations, ending the fiscal year with a significant decline in revenue (down ¥13.4 billion
year-on-year). Operation of Ariake Garden, the large commercial complex completed in March 2020, is
progressively starting, but the opening of Haneda Airport Garden is being postponed.
As a result, while this segment secured an increase in revenue compared to the previous fiscal year,
operating income declined.
Vacancy rate in existing buildings remains low, and new buildings are fully occupied
Although the vacancy rate in existing buildings rose slightly to 2.8% (up from 1.4% at end of the previous
fiscal year), it maintained historically low levels. In addition, all buildings newly completed in the fiscal
year under review, such as Sumitomo Fudosan Kojimachi Garden Tower and Sumitomo Fudosan
Ochanomizu Building, are fully occupied, and favorable progress is being made in tenant-seeking activities
for buildings to be completed in the next fiscal year, such as Sumitomo Fudosan Tamachi Building East.
Vacancy rate in existing buildings
End of FY2019
1.4%

End of FY2020
2.8%- 19 -

Sales
FY2020 (YoY change)
FY2021 forecasts (YoY change)

Revenue from Operations¥ 263.3 billion(¥ 61.5 billion)¥ 245.0 billion(¥ 18.3 billion)

Operating Income¥ 53.9 billion +¥ 7.4 billion¥ 50.0 billion(¥ 3.9 billion)

Record-high operating income by improved profit margin
In the consolidated fiscal year under review, a total of 4,164 condominium units, detached houses, and landlots were delivered (down 1,267 units year-on-year), owing to the start of delivery of units in City Tower
Oimachi, and City Terrace Machida Station Court, etc. Although the segment’s revenue decreased due tothe decline in the number of units delivered, it successfully increased operating income to a record highwith reduced advertising and selling expenses and improved gross profit margin.
Steady progress in condominium contracting, with 80% of units to be delivered in the next fiscal
year already sold
The number of condominium units sold totaled 3,047 units (down 1,818 units year-on-year), a significant
decline compared with the previous year, partly due to the self-restraint practiced in sales and marketing
activities under the state-of-emergency declarations. However, at the beginning of the fiscal year,
approximately 80% of the 3,800 units planned to be delivered in the next fiscal year were sold(approximately 80% in the previous year), indicating sufficient progress.
FY20203,047 units
4,164 units
4,149 units
15 units¥ 263.3 billion¥ 252.3 billion¥ 11.0 billion

Number of condominium units soldNumber of units delivered
Condominiums/detached houses
Land lots
Revenue from operations
Condominiums/detached houses
Land lots/others- 20 -

YoY change(
1,818 units)(
1,267 units)(
1,264 units)(
3 units)( ¥ 61.5 billion)( ¥ 62.0 billion)+¥ 0.5 billion

Construction
FY2020 (YoY change)
FY2021 forecast (YoY change)

Revenue from Operations¥ 188.7 billion(¥ 30.2 billion)¥ 200.0 billion+¥ 11.2 billion

Operating Income¥ 15.5 billion(¥ 5.0 billion)¥ 18.0 billion +¥ 2.4 billion

Orders are on a recovering trend, up year-on-year
In the consolidated fiscal year under review, the number of units contracted fell significantly in the firstquarter due to restrictions on large-scale events for attracting customers and face-to-face sales activities
under the state-of-emergency declarations. However, the second quarter onward saw an upward trend ofrecovery, with the number of units contracted increasing year-on-year for three consecutive quarters inboth the Shinchiku Sokkurisan remodeling and custom home construction businesses.
In results for this segment, both revenue and profit declined, as the number of units delivered fell for bothbusinesses, partly due to the decline in orders in the previous fiscal year, when the consumption tax increase
was implemented.
FY202010,061 units
7,534 units
2,527 units
9,940 units
7,566 units
2,374 units¥ 178.5 billion¥ 98.1 billion¥ 80.3 billion

Number of units contracted
Shinchiku Sokkurisan remodeling
Custom Homes
Number of units delivered
Shinchiku Sokkurisan remodeling
Custom Homes
Revenue from operations
Shinchiku Sokkurisan remodeling
Custom Homes- 21 -

YoY change+
395 units+
28 units+
367 units(
1,987 units)(
1,735 units)(
252 units)( ¥ 28.0 billion)( ¥ 21.6 billion)( ¥ 6.4 billion)

Brokerage
FY2020 (YoY change)
FY2021 forecast (YoY change)

Revenue from Operations¥ 65.7 billion(¥ 5.4 billion)¥ 75.0 billion+¥ 9.2 billion

Operating Income¥ 11.4 billion(¥ 3.1 billion)¥ 16.0 billion +¥ 4.5 billion

Number of transactions on a recovering trend, up year-on-year
In the consolidated fiscal year under review, the number of transactions (contract basis) fell significantlyin the first quarter (April – June) to 6,362 transactions (down 2,771 year-on-year), due to the impact ofself-restraint in sales and marketing activities under the state-of-emergency declarations. However, it
subsequently recovered primarily in existing condominiums, recording 29,568 transactions in second to
fourth quarters (July – March) (up 1,950 year-on-year) to achieve year-on-year increases for threeconsecutive quarters.
In results for this segment, the number of transactions (delivery basis) fell to 35,122 (down 2,593 year-onyear), resulting in a decline in revenue and profit.
The total number of directly operated offices declined to 269 nationwide as of the end of the fiscal year
under review (down by seven from the end of the previous fiscal year), due to changes made such as closing
offices that were unprofitable with overlapping sales areas and opening new offices in central Tokyo
specialized in condominium brokerage.
Number of transactions
Transaction value
Value per transaction

FY202035,122¥ 1,241 billion¥ 35 million- 22 -

YoY change(
2,593)( ¥ 46.4 billion)+¥
1 million

(5) Promotion of ESG and contributions to SDGs
The Company has been practicing sustainable management that inherits Sumitomo’s Business Philosophy,
which has continued for 430 years.
Our major initiatives regarding ESG for the fiscal year under review are listed below. We aim to contributeto addressing social issues, at the same time maximizing our corporate value by promoting ESG throughour business activities. We will also contribute to the achievement of UN’s Sustainable Development Goals(SDGs).
For environment, we have achieved a high degree of energy conservation over the years. As a real estatedeveloper, we will continue to promote energy conservation even further by improving the environmental
performance of buildings through development of new properties and the renovation of existing properties,
as well as raising awareness during the operations of these properties. In this way, we will contribute to theachievement of Japan’s target of net zero greenhouse gas emissions by 2050.
In fiscal 2019, the Company achieved a 30% reduction in per-unit energy consumption (energy
consumption per unit of leased floor area) compared to fiscal 2009. With this achievement, we wererecognized as an “S rank business operator,” the highest rank given for energy conservation efforts, for the
fourth consecutive year.

Major initiatives in FY2020 (fiscal year ended
E: Environment
S: Social
G: GovernanceMarch 2021)
April 2020Introduced an executive officer system.
G
Established the Sustainable Procurement Guidelines.
E
S
G
June 2020
Completed “Sankaku Hiroba (triangular plaza),” a largeES
atrium in Shinjuku Sumitomo Building
August 2020Held a culture and art support event, Komogomo
S
Exhibition at Ariake Garden.
September 2020Held a community disaster awareness event, Disaster
S
Prevention and First-Aid Fair at Ariake Garden.
October 2020
Joined the UN Global Compact.
E
S
G
December 2020
Acquired DBJ Green Building Certification for 26
buildings in total, covering approximately 770,000
ES
tsubo (one tsubo is roughly 3.3 m2), the largest grossfloor area in the office building category.
Endorsed Task Force on Climate-related Financial
E
Disclosures (TCFD).

Exhibited art by artists with disabilities at theCompany’s project site (collaboration with Toppan
S
Printing Co., Ltd.).
February 2021

Sumitomo Fudosan Onarimon Tower received theE
Minato-ku Green Urban Development Award.
Updated ESG Report.
E
S
G
March 2021

Held an earthquake disaster reconstruction event at
S
Ariake Garden.

Recognized in the 2021 Certified Health & Productivity
Management Outstanding Organizations Recognition
S
Program (large enterprise category).
Introduced RE100 compliant electricity (100%renewable power) derived from tenant’s own solar
power plant on a per-tenant basis, the first initiative inEJapan (collaboration with Fuyo General Lease Co.,
Ltd.).
*Please refer to the press releases on the Company website for details.

- 23 -

E
Environment
Acquired the largest gross floor area in the Office Building Category of DBJ Green Building Certification
As an objective means of ascertaining the performance of the properties it has developed, the Company acquired
DBJ Green Building Certification, which recognizes buildings’ “environmental and social awareness,” for allof its owned buildings over 50,000 m2. A total of 26 buildings with gross floor area of 770,000 tsubo (one tsubo
is roughly 3.3m2) have acquired the certification, the largest gross floor area held among the owners of buildingsin the Office Building category of the DBJ Green Building Certification (as of October 31, 2020, researched by
the Company).
Going forward, we will continue to contribute to the creation of high-value assets that offer a high standard ofboth environmental and social performance.

S
Society
Recognition as 2021 Certified Health & Productivity Management Outstanding Organization
The Company has been recognized in the 2021 Certified Health & Productivity Management Outstanding
Organizations Recognition Program (large enterprise category), which is operated jointly by the Ministry of
Economy, Trade and Industry and the Nippon Kenko Kaigi (Japan Health Council).
We will continue our efforts to create a healthy, safe, and energetic environment, for our employees to maximize
their potential, as well as to maintain and improve the health of our employees, with the aims of further
improving productivity and our corporate value.

G
GovernanceIntroduction of executive officer system
As the Company is actively developing its businesses with the aim of sustainable growth, we have introduced
an executive officer system, comparative to directors, to enable the appointment of officers necessary forbusiness expansion. Going forward, we will strive to further expand the Company’s business operations andenhance employee morale, while at the same time focusing our efforts on the improvement of corporate
governance.
Managing Executive Officer
Executive Officers

Ryuzo Amemiya
Ichiro Wada
Hiroyuki Hashizume
Makoto Nakano
Takuji Iba
Kenichi Kawai- 24 -

2.

Status of Capital Investments
In the fiscal year under review, the Company made capital investments totaling ¥367.7 billion, primarily
in the development of new office buildings.

3.

Status of Financing
In the fiscal year under review, the Company did not conduct any capital increases, corporate bondissuances, etc., and obtained necessary funds through borrowings from financial institutions, etc. andcommercial papers.

4.

Status of Assets and Profit and Loss

Item

Fiscal year ended
March 31, 2018

(In millions of yen, unless otherwise specified.)Fiscal year ended
March 31, 2021
Fiscal year ended
Fiscal year ended(Fiscal year under
March 31, 2019
March 31, 2020
review)
1,012,198
1,013,512
917,472
219,389
234,332
219,244
203,227
220,520
209,949

948,402
Revenue from operations
205,637
Operating income
186,870
Ordinary profit
Profit attributable to owners of
119,731130,102140,997
141,389
parent252.62274.51297.50298.33
Earnings per share (yen)5,167,198
5,130,118
5,317,623
5,673,666
Total assets
1,114,975
1,202,103
1,294,998
1,503,021
Total net assets
Net assets per share (yen)2,352.53
2,536.40
2,732.41
3,171.34
Notes: 1. Figures have been rounded down to the nearest million yen. Earnings per share and net assets per share have beenrounded up or down to the nearest second decimal place.
2. Due to the retrospective application of changes to accounting policies, the financial figures indicated for the fiscal
year ended March 31, 2019 are those after the retrospective application.

5.

Principal Business (as of March 31, 2021)
Business

Leasing
Sales
Construction
Brokerage
Other

Description of main businesses
Leasing/management of office buildings, rental apartments, etc.
Operation/management of hotels, event halls, retail facilities, etc.
Sales of condominium units, detached houses, etc.
Construction/remodeling of detached houses, condominiums, etc.
Brokerage of real estate sales, sales agent of residential properties
Fitness club, restaurant, etc.

- 25 -

6.

Status of Major Subsidiaries (as of March 31, 2021)

Name
Sumitomo Real Estate Sales Co.,
Ltd.
Sumitomo Fudosan Tatemono
Service Co., Ltd.
Sumitomo Fudosan Syscon Co.,
Ltd.
Sumitomo Fudosan Villa
Fontaine Co., Ltd.
Sumitomo Fudosan BellesalleCo., Ltd.
Sumitomo Fudosan RetailManagement Co., Ltd.
Sumitomo Fudosan Esforta Co.,
Ltd.
Sumitomo Fudosan Finance Co.,
Ltd.

7.

Capital(million yen)

Percentage ofvoting rights

Description of main businesses

2,970

100.0%

Brokerage of real estate sale and leasing; andsales agent of residential properties, etc.

300

100.0%

Property management service, etc.

70100.0%

Interior designing and sales, display suite
construction

50

100.0%

Operation of business hotels and resort hotels

50

100.0%

Leasing of event halls, conference rooms, etc.

50

100.0%

Operation of retail facilities

50

100.0%

Operation of fitness clubs

100

100.0%

Financing operations

Principal Business Locations (as of March 31, 2021)(1) Sumitomo Realty & Development Co., Ltd.
Head Office:4-1, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo
Branches:
Kansai Branch (Osaka City), Hokkaido Branch (Sapporo City), Tohoku Branch(Sendai City), Tokai Branch (Nagoya City), Kyushu Branch (Fukuoka City)(2) Major subsidiaries
Name
Sumitomo Real Estate Sales Co., Ltd.
Sumitomo Fudosan Tatemono Service Co., Ltd.
Sumitomo Fudosan Syscon Co., Ltd.
Sumitomo Fudosan Villa Fontaine Co., Ltd.
Sumitomo Fudosan Bellesalle Co., Ltd.
Sumitomo Fudosan Retail Management Co., Ltd.
Sumitomo Fudosan Esforta Co., Ltd.
Sumitomo Fudosan Finance Co., Ltd.

- 26 -

Head Office
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo
Shinjuku-ku, Tokyo

8.

Status of Employees (as of March 31, 2021)
Number of Employees
Change from Previous Fiscal Year
13,530(146)(Note) The number of employees of the Company is 5,877 (down 83 from the end of the previous fiscal year).

9.

Major Lenders and Borrowing Amounts (as of March 31, 2021)
LenderBorrowing Amount(million yen)

Sumitomo Mitsui Banking Corporation
639,678
MUFG Bank, Ltd.
436,500
Sumitomo Mitsui Trust Bank, Limited
369,807
Mizuho Bank, Ltd.
335,000
Development Bank of Japan Inc.
139,588(Note) Indicated amounts have been rounded down to the nearest million yen.

- 27 -

II. Matters regarding Shares of the Company (as of March 31, 2021)
1.

Number of Shares
Total number of authorized shares:

1,900,000,000

Total number of issued shares:

473,939,053(excluding 2,146,925 treasury stock)2.

Number of Shareholders

11,869(of which 10,978 holding share unit)

3.

Major Shareholders
Number ofshares held(Thousands)

Percentage ofshares held(%)

The Master Trust Bank of Japan, Ltd. (Trust account)

51,645

10.90

Custody Bank of Japan, Ltd. (Trust account)

24,778

5.23

Sumitomo Mitsui Banking Corporation

11,9902.53

Custody Bank of Japan, Ltd. (Trust account 4)

10,768

2.27

STICHTING PGGM DEPOSITARY PGGM LISTED REAL ESTATE PF FUND

10,030

2.12

Taisei Corporation

9,550

2.02

Daikin Industries, Ltd.

8,367

1.77

Shimizu Corporation

7,500

1.58

Obayashi Corporation

7,090

1.50

Custody Bank of Japan, Ltd. (Trust account 5)

6,799

1.43

Name

Notes:

1. Numbers of shares have been rounded down to the nearest thousand shares.
2. Percentage of shares held has been calculated by excluding treasury stock.

III. Matters regarding Share Option of the Company, etc.
Not applicable.

- 28 -

IV. Corporate Officers
1.

Names and Other Details of Directors and Statutory Auditors
Name

Position

Responsibilities and significant concurrent positions

Kenichi Onodera

Director - Chairman of the
Board

Kojun Nishima

Executive Managing
Director and President

Head of Building Development DivisionNobuaki Takemura

Executive Managing
Director and Deputy
President

Head of Management Division

Masato Kobayashi

Executive Managing
Director and Deputy
President

Head of Residential Business Division

Hiroshi Kato

Director

Head of Shinchiku - Sokkurisan Remodeling Division

Hisatoshi Katayama

Director

Head of Urban Property Development Division

Yoshiyuki Odai

Director

Head of Corporate Planning Division

Koji Ito

Director

Executive Managing Director and President of Sumitomo Real
Estate Sales Co., Ltd.

Yozo Izuhara

Director

Nobumasa Kemori

Director

Yoshifumi Nakamura

Full-time Statutory
AuditorToshikazu Tanaka

Full-time Statutory
AuditorYoshiyuki Norihisa

Statutory Auditor

Chiyono Terada

Statutory Auditor

Notes:

Outside Director of NAGASE & CO., LTD.
Outside Director of JFE Holdings, Inc.

Chairperson Emeritus of Art Corporation
External Board member of Daikin Industries, Ltd.

1. Messrs. Yozo Izuhara and Nobumasa Kemori are Outside Directors as provided for in the Companies Act.
2. Mr. Yoshiyuki Norihisa and Ms. Chiyono Terada are Outside Statutory Auditors as provided for in the Companies
Act.
3. With the expiry of his term of office, Mr. Takaaki Ono retired as Statutory Auditor at the conclusion of the 87th
General Meeting of Shareholders held on June 26, 2020.
4. There are no special conflict of interest between the Company and any of the companies at which the Outside
Directors and Statutory Auditors hold significant concurrent positions.
5. The Company has registered Messrs. Yozo Izuhara, Nobumasa Kemori, and Yoshiyuki Norihisa and Ms. Chiyono
Terada as independent officers with Tokyo Stock Exchange, Inc.
6. With the introduction of an executive officer system, Messrs. Hiroshi Kato, Hisatoshi Katayama, Yoshiyuki Odai,
and Koji Ito have been elected as Senior Managing Executive Officers (serving concurrently as Directors), and Mr.
Ryuzo Amemiya as Managing Executive Officer, and Messrs. Ichiro Wada, Hiroyuki Hashizume, Makoto Nakano,Takuji Iba, and Kenichi Kawai have been elected as Executive Officers.

- 29 -

2. Compensation, etc. of Directors and Statutory Auditors(1) Resolutions of the General Meeting of Shareholders concerning directors’ compensation, etc.
At the Ordinary General Meeting of Shareholders held on June 29, 2004, a resolution was passed to set the
total annual compensation for directors at just 1% of consolidated ordinary profit for the previous
consolidated fiscal year. The number of directors as of the conclusion of that General Meeting of
Shareholders was 12.
On April 1, 2020, the Company introduced an executive officer system, which enables the appointment ofofficers comparable to directors necessary for business expansion, with the aim of the further broadening
the scope of business and enhancing employee morale. Accordingly, with the agreement of all directors,
the compensation of executive officers is also to be paid from the aforementioned total amount ofcompensation for directors.
(2) Policy for the determination of the content of compensation, etc. for individual directors
The policy for the determination of the content of compensation, etc. for individual directors (hereinafterreferred to as the “determination policy”) is established by resolution of the Board of Directors. In thedetermination policy, the compensation for each director (including executive officers who are nonconcurrent directors; the same applies hereinafter) is fixed compensation only, without any performancebased amount or non-monetary compensation, etc. The amount paid to each director is determined upon
agreement by the Chairman of the Board and Representative Directors, in consideration of each director’s
duties and level of contribution to performance. Whereas the total annual amount of directors’compensation for current year is set at 1% of consolidated ordinary profit for the previous consolidated
fiscal year, the full amount is not paid to the individual directors in the current fiscal year. In recent years,
around 50% of the total is paid, and the remainder is retained, without fixing the amount per director, forfuture use as retirement benefits for directors and supplementation of declines in directors’ compensation
due to downturns in business performance.
As noted in (3) below, the persons authorized to determine the content of compensation, etc. for individual
directors are the Chairman of the Board, Executive Managing Director and President, Executive Managing
Director and Deputy President in charge of the Management Division, and Executive Managing Director
and Deputy President in charge of the Business Division. As the duties and contributions to performanceof each director have been examined comprehensively and assessed appropriately by deliberation among
these authorized persons from their respective viewpoints, the Board of Directors has judged that thecontent of the compensation of individual directors for the fiscal year under review is in line with thedetermination policy.
(3) Authorization for determination of individual directors’ compensation, etc.
Based on authority resolved by the Board of Directors, Mr. Kenichi Onodera (Director - Chairman of theBoard/Chairman of the Board), Mr. Kojun Nishima (Executive Managing Director and President/Head of
Building Development Division), Mr. Nobuaki Takemura (Executive Managing Director and Deputy
President/Head of Management Division), and Mr. Masato Kobayashi (Executive Managing Director and
Deputy President/Head of Residential Business Division) determine the specific content (individual
payment amount, timing of payment, payment method, etc.) of the compensation for individual directors.
These four directors are, respectively, the Chairman of the Board, Executive Managing Director andPresident, Executive Managing Director and Deputy President in charge of the Management Division, andExecutive Managing Director and Deputy President in charge of the Business Division, and are given thisauthority because it is judged that they can execute the comprehensive examination and appropriate
assessment of the duties and contributions to performance of each director by deliberation.
(4) Resolutions of the General Meeting of Shareholders concerning statutory auditors’ compensation,
etc.
The monetary compensation for statutory auditors is determined to be within ¥6.5 million per month, in
accordance with the resolution made at the Ordinary General Meeting of Shareholders held on June 29,
1999. The number of statutory auditors as of the conclusion of that General Meeting of Shareholders wasfive.

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(5) Total amounts and other details of compensation, etc. for directors and statutory auditors

Position

Total amount ofcompensation,etc.
(million yen)

Total Compensation, etc. by Type (million yen)
Basic compensation

Performance-based
compensation, etc.

Non-monetarycompensation, etc.

Number of
eligible
officers(persons)

Directors
2,164(Note 1)
2,164
10
–
–
(of which, Outside
(40)
(40)
(2)
Directors)
Statutory Auditors
56
56
5(of which, Outside
–
–
(26)
(26)
(3)
Statutory Auditors)
Total
2,221
2,221
15
(of which, Outside
–
–
(67)
(67)
(5)
Officers)
Notes: 1. With the agreement of all directors, a portion of the amount of directors’ compensation has been allocated to the fiveexecutive officers.
2. Regarding the amount of directors’ compensation above, the full amount is not paid to the individual directors in thecurrent fiscal year, with around 50% of the total paid in recent years. The remainder is retained for future use as retirement
benefits for directors and supplementation of declines in directors’ compensation due to downturns in businessperformance.
3. The above number of eligible officers includes one Outside Statutory Auditor who retired at the conclusion of the 87th
Ordinary General Meeting of Shareholders held on June 26, 2020.

3. Matters regarding Outside Officers(1) The status of main activities in the fiscal year under review
Position

Director

Director

Statutory
Auditor

Statutory
AuditorName

Main activities

Yozo Izuhara

Mr. Izuhara attended all meetings of the Board of Directors held during the
fiscal year under review and expressed his opinions necessary for the
deliberation of agenda, etc. as appropriate. He also provided advice from an
independent standpoint in terms of the supervision of the Group’s management
and the medium- to long-term improvement of its corporate value not only in
the Board of Directors meetings but also through such forums as briefings for
Outside Directors and Outside Officer Meetings.

Nobumasa Kemori

Mr. Kemori attended all meetings of the Board of Directors held during the
fiscal year under review and expressed his opinions necessary for the
deliberation of agenda, etc. as appropriate. He also provided advice from an
independent standpoint in terms of the supervision of the Group’s management
and the medium- to long-term improvement of its corporate value not only in
the Board of Directors meetings but also through such forums as briefings for
Outside Directors and Outside Officer Meetings.

Yoshiyuki Norihisa

Chiyono Terada

Mr. Norihisa attended all meetings of the Board of Directors and of the Boardof Statutory Auditors held during the fiscal year under review, and expressed
his opinions necessary for the deliberation of agenda, etc. as appropriate.

Ms. Terada attended all except one of the meetings of the Board of Directors
and all meetings of the Board of Statutory Auditors held during the fiscal year
under review, and expressed her opinions necessary for the deliberation of
agenda, etc. as appropriate.

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(2) Overview of limited liability agreement
The Company enters into agreements with all outside officers that limit their liability toward theCompany. Under the agreements, their liabilities are limited to the minimum limit stipulated by laws
and regulations.

V. Matters regarding Independent Auditor
1.

Name
KPMG AZSA LLC

2.

Amount of Compensation, etc.
Total amount of monetary compensation or other property benefits to be paid by
the Company and its subsidiaries
Amount of compensation, etc. to be paid by the Company
Notes:¥208 million¥140 million

1.

The audit contract between the Company and the Independent Auditor does not separate the compensation foraudits pursuant to the Companies Act from the compensation for audits pursuant to the Financial Instruments
and Exchange Act, and it is not possible to make a practical differentiation between them. Accordingly, theamount of compensation, etc. to be paid by the Company is the total of these amounts.
2. The Board of Statutory Auditors decides to consent to the amount of compensation, etc. of the Independent
Auditor, after having performed the necessary verification with respect to the appropriateness of the content
of the Independent Auditor’s audit plan, the status of performance of accounting audit duties, and the basis
for the calculation of the estimated compensation.

3.

Details of Non-auditing Services
Not applicable.

4.

Policy regarding Decision for Dismissal or Non-reappointment
In addition to the dismissal of the Independent Auditor by the Board of Statutory Auditors pursuant to
Article 340 of the Companies Act, in cases where it is recognized that it would be difficult for the
Independent Auditor to execute their duties appropriately, the Board of Statutory Auditors makes a proposal
to the General Meeting of Shareholders that the Independent Auditor be dismissed or not be reappointed.

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VI. Systems for Ensuring Appropriateness of Business Operations and its Operational Status
1. Systems for Ensuring Appropriateness of Business Operations
Basic Policy
The Company considers that establishment of internal control systems is one of the important management
issues concerning the improvement of corporate value and sustainable development of the Company andits subsidiaries (hereinafter referred to as the “Group”) as a whole. With regard to the matters listed below,
the Company shall establish systems in which roles and responsibilities of the Group’s directors andemployees are clarified, and through operation and appropriate review of such systems, the Company shallstrive to establish appropriate systems for governance of the Group’s directors and employees.
(1) Systems for ensuring that the execution of duties of the Group’s directors and employees complies
with laws and regulations and with the articles of incorporation
In order to enhance and strengthen internal control of the Group, the Company has established the Risk
Management Committee chaired by the Company’s President. The Internal Control Meeting (hosted by
the Company’s Internal Audit Office), which is a subordinate organization of the Risk Management
Committee, monitors compliance promotion activities of the Group, and reports the result to the Risk
Management Committee.
The Company’s Internal Audit Office performs internal audits including those of subsidiaries, and several
contacts for whistleblowing are established within and outside the Company to detect and prevent any
misconduct or illegal acts.
(2) Systems for retention and management of information concerning the execution of duties of theCompany’s directors
Minutes of meetings of the Board of Directors of the Company, requests for managerial decision, and otherdocuments (including electromagnetic records) are prepared, and these documents are retained andmanaged by the respective responsible departments in accordance with the Criteria for Document Retention
Periods and the Information Management Rules.
(3) Rules and other systems related to management of risks of losses of the Group
Among the risks of the Group, the risks associated with the business, such as investment risk and market
risk, are monitored and addressed by the respective departments and subsidiaries properly, and importantmatters are discussed and determined at meetings of the Company’s Board of Directors and other important
meetings such as management meetings. Moreover, in order to address risks of large-scale disasters, etc.
affecting business continuity, the BCP Subcommittee (hosted by the Company’s General Affairs
Department), a subordinate organization of the Risk Management Committee, monitors the status ofmanagement of business continuity planning (BCP) by the Group, and reports the result to the Risk
Management Committee.
(4) Systems for ensuring that the execution of duties of the Group’s directors is performed efficiently
The Group’s directors direct and supervise business operations of the respective departments andsubsidiaries in accordance with the Company’s management plan.
Moreover, the Group’s employees efficiently perform their duties under the direction and supervision of
the Board of Directors and heads of respective departments, etc.
(5) Systems for ensuring appropriateness of business operations of the corporate group consisting of theCompany and its subsidiaries and systems related to reporting of matters concerning the executionof duties to the Company
The Company periodically receives reports from each subsidiary on the execution of duties, such as thestatus of business execution and financial conditions, and provides advice and guidance concerningbusiness operations properly, depending on the nature of the matter in question.
Moreover, the Company’s statutory auditors and the Company’s Internal Audit Office audit each subsidiary,as necessary.

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(6) Particulars related to employees when the Company’s statutory auditors request that employees be
appointed to assist with the duties of the statutory auditors and particulars related to ensuring
independence of such employees from directors and effectiveness of the instructions of theCompany’s statutory auditors to the employees
If the Company’s statutory auditors make requests to personnel of the Company’s Internal Audit Officeconcerning matters necessary for audit practices, such personnel shall proactively offer cooperation. In
such a case, the personnel who provide assistance shall not be in the chain of command of directors or any
other personnel concerning the matters for which they are requested to provide assistance.
(7) Systems for reporting to the Company’s statutory auditors by the Group’s directors etc. andemployees or by a person who received reports from such persons and other systems related toreporting to the Company’s statutory auditors
When the Group’s directors, etc. and employees or a person who received reports from such persons reportto the Company’s statutory auditors, or when they are requested by the Company’s statutory auditors toreport, necessary reports shall be provided swiftly and persons who make reports shall not be treateddisadvantageously for reasons of making such reports.
Moreover, the Independent Auditor and the Company’s Internal Audit Office shall report to the Company’s
statutory auditors concerning the audit status properly.
(8) Particulars related to policies concerning the procedures for advance payment or reimbursement ofexpenses that arise with regard to the execution of duties of the Company’s statutory auditors or
any other processing of expenses or obligations that arise with regard to the execution of duties
When, concerning the execution of duties, a statutory auditor of the Company requests advance payment
or reimbursement, etc. of expenses in accordance with the Japanese Corporate Law, the Company shallprocess such expenses or obligations, excluding any cases deemed unnecessary for the execution of dutiesof the said statutory auditor.
(9) Other systems for ensuring that audits by the Company’s statutory auditors are performed
effectively
Opportunities are ensured for the Company’s statutory auditors to attend meetings of the Board of Directors
and other important meetings so that they can comprehend the Group’s important issues, etc., and state
opinions, as necessary.

2. Overview of Implementation of Systems for Ensuring Appropriateness of Business Operations(1) The Internal Control Meetings (hosted by the Company’s Internal Audit Office), attended by the major
managerial officers of the corporate administration divisions, monitor the compliance promotion activitiesof the Group. The results are reported to the Risk Management Committee and important matters are also
reported to the Board of Directors and other bodies.
(2) The BCP Subcommittee (hosted by the Company’s General Affairs Department) monitors the status of the
management of business continuity planning (BCP) by the Group and reports the results to the Risk
Management Committee.
(3) To ensure appropriate audits, the statutory auditors conduct, in addition to their regular audit duties, regularinterviews with executive management and the officers responsible for each department, and carry out
visiting audits of operational sites and the Group’s various offices. Further, the statutory auditors
collaborate with the Internal Audit Office and the Independent Auditor to accurately grasp the actual
situation of the Group through auditing the execution of duties by directors and employees throughmonitoring the status of internal control.

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VII. Basic Policy on the Company’s Control
Regarding the basic policy on the Company’s control and initiatives to ensure it, and the policy on
measures to a large-scale purchase of shares of the Company and the Board’s stance to it, they wereadopted as “The Policy on Large-Scale Purchase of Shares of the Company (Takeover Defense Measures)”based on the decision of the meeting of its Board of Directors dated May 17, 2007. Subsequently, it wascontinued or renewed upon receiving approval from shareholders at each of the shareholders’ meetingsof the 74th fiscal year dated June 28, 2007, the 77th fiscal year dated June 29, 2010, the 80th fiscal year
dated June 27, 2013, the 83rd fiscal year dated June 29, 2016, and the 86th fiscal year dated June 27, 2019.
The term of the Policy will expire upon the conclusion of the shareholders’ meeting of the 89th fiscal year
scheduled to be held in June 2022.
The Policy sets out rules on Large-Scale Purchases (hereinafter referred to as “Large-Scale Purchase
Rules”) and requests the Large-Scale Purchaser to comply with the Large-Scale Purchase Rules. The
Large-Scale Purchase Rules state that the Large-Scale Purchaser provides the Board of Directors of theCompany necessary and sufficient information regarding the Large-Scale Purchase in advance, and only
commence the Large-Scale Purchase after a certain period of evaluation by the Board of Directors of theCompany has elapsed. The Board of Directors shall take countermeasures that it deems necessary if theLarge-Scale Purchaser does not comply with the Large-Scale Purchase Rules, or even though the LargeScale Purchaser complies with the Large-Scale Purchase Rules, if it is clear that the Large-Scale Purchasewill cause unrecoverable damages to the Company or if the Large-Scale Purchase significantly damages
the corporate value and common interests of shareholders. The Board of Directors of the Company shallconsult with a Special Committee consisting of external academic experts, lawyers, certified public
accountants, etc., and shall receive the recommendations of the Committee when taking decisions as towhether or not the Large-Scale Purchaser complies with the Large-Scale Purchase Rules, whether or not
it is clear that the Large-Scale Purchase will cause unrecoverable damages to the Company, whether or
not the Large-Scale Purchase will significantly damage the corporate value and common interests ofshareholders, and whether or not countermeasures should be taken. The Board of Directors of theCompany shall take the Special Committee’s recommendations into the fullest account.
As stated above, the Policy stipulates rules to secure the necessary information and time for shareholders
to deliberate on the Large-Scale Purchase, as well as countermeasures in such cases as the Large-Scale
Purchaser does not comply with the Large-Scale Purchase Rules or if it is clear that the Large-Scale
Purchase will cause unrecoverable damages to the Company. The purpose of the Policy is not to maintainthe status of the Company’s officers but to contribute to the Company’s corporate value and the common
interests of its shareholders.

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