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, 2023
(Start date of measures for providing information in electronic format: May 26, 2023)
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Kojun Nishima,
Representative Director and President
To Our Shareholders:

NOTICE OF CONVOCATION OF THE 90TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 90th 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 yourvoting 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 28, 2023.
[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) by 5:40 p.m. on Wednesday, June 28, 2023.
Particulars
1. Date and Time: 10:00 a.m. on Thursday, June 29, 2023
2. Place:
Shinjuku Sumitomo Hall (Entrance B1F), Shinjuku Sumitomo Building,
2-6-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for Consolidated Financial
Statements for the 90th fiscal year (from April 1, 2022 to March 31, 2023) by the Independent Auditor andthe Board of Corporate Auditors
2. Financial Statements for the 90th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Agenda 1. Appropriation of Retained Earnings
Agenda 2. Election of Nine Directors
Agenda 3. Election of Four Corporate Auditors
Agenda 4. Election of One Substitute Corporate Auditor-1-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 90th Ordinary General Meetingof Shareholders” and “Items Omitted from Paper-Based Documents to be Delivered for Notice of Convocation of the 90th 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, the revised information 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 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,” “Systems for Ensuring
Appropriateness of Business Operations and its Operational Status,” and “Basic Policy on the control of the Company” in theBusiness 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-consolidated balance 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.

-2-

The Company’s Policy on the System for Providing Informational Materials for the General Meeting of
Shareholders in Electronic Format
1. Overview of the system for providing informational materials for the general meeting of shareholders inelectronic format
In accordance with the Act Partially Amending the Companies Act (Act No. 70 of 2019), which has been effectivefrom September 1, 2022, a system for providing *informational materials for the general meeting of shareholders inelectronic format (the “System”) has been implemented. The System enables the companies to provide informational
materials for the general meeting of shareholders by posting these materials on the company website and otherwebsites, and sending the notice of convocation (the “Notice Document”) that includes instructions on how to accessthe websites to all shareholders. Since the System is applicable to all listed companies, this system will be applied to
the Company from the 90th Ordinary General Meeting of Shareholders scheduled to be held on June 29, 2023.
Under the System, only a simple written notice (a notice the informational materials for the general meeting ofshareholders have been posted on a website with its address, etc.) is sufficient as a Notice Document delivered to allshareholders. Shareholders who wish to continue to receive paper-based informational materials for the general
meeting of shareholders must petition the Company’s shareholder registry administrator (Sumitomo Mitsui Trust
Bank, Limited) or the securities company with which the shareholders have transactions by the record date of thegeneral meeting of shareholders and complete the procedure to request the delivery of paper-based documents.
* “Informational materials for the general meeting of shareholders” refers to the Reference Documents for General
Meeting of Shareholders, Business Report, Audit Report, Financial Statements, and Consolidated Financial
Statements. (Please note that the Audit Report, Financial Statements, and Consolidated Financial Statements areavailable in Japanese only.)

2. The Company’s response policy
Taking into consideration that this is the first general meeting of shareholders after the application of the System, asa transitional measure, the Company will, in the same manner as before, send the informational materials for the
Meeting (the 90th Ordinary General Meeting of Shareholders) to all shareholders who have voting rights as of therecord date, regardless of whether or not shareholders have made a request for delivery of paper-based documents.

-3-

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1. Appropriation of Retained Earnings
In the fiscal year under review, same as the previous fiscal year, revenue from operations, operating income, ordinary
profit and profit all exceeded the previous year, and we achieved record-high profit for the 10th consecutive year.
Based on the policy explained on the next page, we would like to propose a year-end dividend of 28 yen per share, atotal annual dividend of 52 yen per share including the interim dividend (an increase of 7 yen per share year on year
and dividend increases for the ninth consecutive year).
For the next fiscal year ending March 31, 2024, we expect to renew record profit for the 11th consecutive year, andwe intend to raise the annual dividend by 7 yen from the fiscal year under review to 59 yen (including an interim
dividend of 29 yen).
(Yen per share)Previous fiscal
year

Fiscal year underreview

Next fiscal year
(forecast)

24
28

Year-onyearchange
+2
+5

29
30

Year-onyearchange+5+2InterimYear-end

22
23

Annual

45

52

+7

59

+7

Matters concerning year-end dividends
Type of dividends
Cash
Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 28 yen per share of common stock of the Company
The aggregate amount: 13,270,279,316 yen
The effective date of the appropriation of retained earnings
June 30, 2023

-4-

Basic Policy on Dividends
Double the dividend within 7 years to ¥100 per share, and continue sustainable dividend increase in linewith profit growth
The Company’s basic policy of profit distribution is to ensure prioritization of investment in leasing office assets inorder to enhance the long-term earnings base and to strive for “sustainable dividend increase” in line with profit
growth.
Based on this idea, we initially set forth the continuation of the “annual dividend increase of ¥5 per share” in theNinth Management Plan. However, in November last year, we increased the pace of “sustainable dividend increasein line with profit growth” from ¥5 to ¥7 per share per year, based on the recognition that, in addition to steadyprogress in business performance, the future outlook for business performance has been brighter with thenormalization in the economic activities, considering the coexistence with COVID-19.
In the next fiscal year (ending March 31, 2024), we plan to “increase the dividend for the 10th consecutive year” to¥59 per share, and thereafter we will continue the “annual dividend increase of ¥7 per share” and raise it to “¥100
per share per year” within seven years, doubling the current ¥52.

-5-

Agenda 2. Election of Nine Directors
The term of office of all nine directors will expire upon the conclusion of this meeting, and the Company proposes
the election of the nine directors.
Candidates for director are as follows. If this agenda is approved as originally proposed, one-third of Company
directors will be outside directors satisfying the independence criteria set by the Tokyo Stock Exchange.
CandidatenumberName

Current position and responsibility in the Company

Candidate attributes

1

Kenichi Onodera

Director - Chairman of the Board

Reelection
Male

2

Kojun Nishima

Representative Director - President
Head of Office Leasing Business Division

ReelectionMale

3

Masato Kobayashi

Representative Director - Deputy President
Head of Condominium Sales Business Division

Reelection
Male

4

Yoshiyuki Odai

Representative Director - Deputy President
Head of Corporate Planning Division

Reelection
Male

5

Hiroshi Kato

Director - Senior Managing Executive Officer
Head of Remodeling Business Division
In charge of Custom Homes Business

ReelectionMale

6

Hisatoshi Katayama

Director - Senior Managing Executive Officer
Head of Commercial Property Development Division

Reelection
Male

7

Yozo Izuhara

Outside Director

8

Nobumasa Kemori

Outside Director

9

Chiyono Terada

Outside Corporate Auditor

Notes:

Reelection
OutsideIndependent
Male
Reelection
OutsideIndependentMale
New election
OutsideIndependent
Female1. There is no special conflict of interest between each of the candidates and the Company.
2. The Company has registered Mr. Yozo Izuhara, Mr. Nobumasa Kemori, and Ms. Chiyono Terada as independent officers
with Tokyo Stock Exchange, Inc.
3. The Company has entered into a limited liability agreement with Mr. Yozo Izuhara and Mr. Nobumasa Kemori as outside
directors, and with Ms. Chiyono Terada as an outside corporate auditor in accordance with laws and regulations and thearticles of incorporation. Under the agreement, their liability is limited to the minimum limit stipulated by laws andregulations. If this agenda is approved, the Company plans to enter into a limited liability agreement of the same content
as above with them as outside directors.
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. 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 thesame terms and conditions.

-6-

(Reference) Skill Matrix (Abilities Expected of Each Director)
Corporate
management

Leasing

Sales

Construction

Brokerage

Redevelopment

Planning andfinanceCompliance

Kenichi Onodera

○

○

○

○

○

○

○

○

Kojun Nishima

○

○

○

○

○

○

○

○

Masato Kobayashi○

Yoshiyuki Odai

○

○

○

Hiroshi Kato○

Hisatoshi Katayama○

Yozo Izuhara○○

Nobumasa Kemori○○

Chiyono Terada

○

○

Name

○

○

○
○

-7-

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1970
June 1998
Apr. 2004

1

Kenichi Onodera(February 4, 1947)
Reelection

2

Kojun Nishima(March 6, 1961)
Reelection

Number of theCompany’s shares
held

Joined the Company
Director
Head of Urban Property Management
Division
May 2005
Head of Commercial Property Development
Division
40,600June 2005
Representative Director
June 2007
Director - President
June 2013
Director - Deputy Chairman of the Board
Sep. 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, Office Leasing Business
Division
Apr. 2007
Deputy Head of Commercial Property
Development Division
Apr. 2009
Head of Condominium Sales Business
50,900
Division
June 2009
Director
Sep. 2009
Head of Office Leasing Business Division
June 2010
Representative Director (present)
June 2013
Director - President (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.

-8-

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1983
Apr. 2000

3

Masato Kobayashi(June 14, 1960)
Reelection

4

Yoshiyuki Odai
(June 9, 1961)
Reelection

Number of theCompany’s shares
held

Joined the Company
General Manager of Administration
Department, Office Leasing Business
Division
Apr. 2007
Deputy Head of Commercial Property
Development Division
Apr. 2009
Head of Site Acquisition Division
June 2009
Director
19,600June 2010
Representative Director (present)
Aug. 2010
Head of Condominium Sales Business
Division
June 2013
Director - Deputy President (present)
Mar. 2016
Head of Office Leasing Business Division,
Head of Commercial Property Development
Division(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.
Apr. 1985
Joined the Company
Sep. 2004
General Manager of Corporate Planning
Department, Corporate Planning Division
Apr. 2010
Head of Condominium Sales Business
Division
Nov. 2010
Head of Corporate Planning Division
June 2011
Director
21,100Nov. 2011
Head of Finance and Accounting Division
Jan. 2014
Head of International Business DivisionNov. 2019
Head of Corporate Planning Division(present)
Apr. 2022
Representative Director - Deputy President(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, finance and compliance, and therefore proposes his re-election.

-9-

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, Office Leasing Business
Division
Apr. 2007
General Manager of Site Acquisition
Department, Commercial Property
Development Division
Aug. 2010
Deputy Head of Office Leasing Business
Division
Apr. 2012
Head of New Business Development
25,400
Division
Apr. 2013
Head of Assets Development Division
June 2013
Director (present)
Sep. 2016
Head of Remodeling Business Division(present)
Apr. 2020
Senior Managing Executive Officer (present)
Apr. 2022
In charge of Custom Homes Business(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
Head of West Tokyo Business Office, Urban
Property Management DivisionDec. 2005
General Manager of Redevelopment
Department, Commercial Property
Development Division
Apr. 2010
Deputy Head of Office Leasing Business
Division
Feb. 2014
Deputy Head of Site Acquisition Division in
16,100
the Metropolitan Area
Apr. 2016
Deputy Head of Commercial Property
Development DivisionSep. 2016
Head of Commercial 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.

- 10 -

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. 1962
June 1996
June 1998
June 2004
June 2008
Oct. 20097

Notes:

Joined Nippon Sheet Glass Co., Ltd.
Managing Director
Representative Director - President
Representative Director - Chairman
Director - Chairman of the Board
Director - Chairman of the Board andChairman0June 2010
Executive Advisor
Yozo Izuhara
June 2012
Honorary Senior Advisor (present)(September 23, 1938)
June 2014
Outside Corporate 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.
1. The tenure of Mr. Yozo Izuhara as outside director of the Company will have been four years at the conclusion of thismeeting.
2. Nippon Sheet Glass Co., Ltd., in which Mr. Yozo Izuhara was Chairman, 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 capital and business relationships are
small, the Company deems there is no impact on independence.

- 11 -

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Sep. 1980
June 2006
June 2007
June 2013
June 20168

Notes:

Number of theCompany’s shares
held

Joined Sumitomo Metal Mining Co., Ltd.
Director, Managing Executive Officer
Representative Director - President
Representative Director - Chairman
Chairman of Sumitomo Metal Mining Co.,Ltd.
0
June 2017
Executive Advisor of Sumitomo Metal
Mining Co., Ltd.
Nobumasa Kemori
June 2019
Outside Director of the Company (present)(April 12, 1951)
June 2021
Honorable Advisor of Sumitomo Metal
Mining Co., Ltd. (present)
Reelection(Significant concurrent positions outside the Company)
OutsideOutside Director of JFE Holdings, Inc.
Independent
Reasons for nomination as a candidate for outside director and expected roles
Mr. Nobumasa Kemori had served as President and Chairman of Sumitomo Metal
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.
1. The tenure of Mr. Nobumasa Kemori as outside director of the Company will have been four years at the conclusion ofthis meeting.
2. Sumitomo Metal Mining Co., Ltd., in which Mr. Nobumasa Kemori was Chairman, 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 both companies; since both capital and business relationships are
small, the Company deems there is no impact on independence.

- 12 -

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
June 1976
June 1977

9

Notes:

Number of theCompany’s shares
heldFounded Art Hikkoshi Center
Established Art Hikkoshi Center Co., Ltd.,
President and CEO
June 1990
Changed corporate name into Art
Corporation,
President and CEO
Apr. 2018
President and CEO of Art Group Holdings(present)
0
Dec. 2019
Chairperson Emeritus of Art Corporation(changed corporate name into Art Moving
Chiyono Terada
Company Co., Ltd. in January 2022)(January 8, 1947)(present)
June 2020
Outside Corporate Auditor of the Company
New election(present)
Outside(Significant concurrent positions outside the Company)
Independent
President and CEO of Art Group Holdings
Chairperson Emeritus of Art Moving Company Co., Ltd.
Reasons for nomination as a candidate for outside director and expected roles
Ms. Chiyono Terada founded Art Hikkoshi Center and had served as its President andChairperson, etc., and she has extensive knowledge and wide discernment as a manager.
The Company deems her to be suitable as an outside director, and therefore proposes her
election. The Company expects Ms. Chiyono Terada, 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.
1. Ms. Chiyono Terada is currently an outside corporate auditor of the Company, and her tenure as an outside corporate
auditor will have been three years at the conclusion of this meeting.
2. Art Moving Company Co., Ltd., in which Ms. Chiyono Terada is Chairperson Emeritus, holds 0.1% of the Company’s
shares, and the transaction amount between said company and the Company (most recent fiscal year) is less than 1% ofsales for both companies; since both capital and business relationships are small, the Company deems there is no impact
on independence.

- 13 -

Agenda 3. Election of Four Corporate Auditors
At the conclusion of this meeting, corporate auditor Chiyono Terada will retire and the terms of office of corporate
auditors Yoshifumi Nakamura, Toshikazu Tanaka, and Yoshiyuki Norihisa will expire. Accordingly, we propose theelection of four corporate auditors. The board of corporate auditors has consented to this agenda.
Candidates for corporate auditor:
CandidatenumberName

1

Yoshifumi Nakamura

Full-time Corporate Auditor

ReelectionMale

2

Toshikazu Tanaka

Full-time Corporate Auditor

Reelection
Male

Current position and responsibility in the Company

3

Takashi Sakai—

4

Naoko Hasegawa—

Notes:

Candidate attributes

New election
OutsideIndependentMale
New election
OutsideIndependent
Female1. There is no special conflict of interest between each of the candidates and the Company.
2. The Company has registered Mr. Takashi Sakai and Ms. Naoko Hasegawa as independent officers with Tokyo Stock
Exchange, Inc.
3. If their elections are approved, the Company will enter into a limited liability agreement with them in accordance withlaws and regulations and the articles of incorporation. Under the agreement, their 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. 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 thesame terms and conditions.
5. Osaka Gas Co., Ltd., in which Mr. Takashi Sakai was Executive Vice-President, holds 0.2% of the Company’s shares, andthe Company holds 0.1% 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 both companies; since both capital and business relationships are
small, the Company deems there is no impact on independence.
6. Regarding The Prudential Life Insurance Company, Ltd., in which Ms. Naoko Hasegawa is Executive Officer, since there
is no capital or business relationship with said company, the Company deems there is no impact on independence.

- 14 -

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1973
July 1996

1

Yoshifumi Nakamura(March 29, 1951)
Reelection

2

Toshikazu Tanaka(April 8, 1960)
Reelection

Number of theCompany’s shares
held

Joined the Company
General Manager of Building Management
Department, Office Leasing Business
Division
June 2002
Director
May 2005
Head of Urban Property Management
10,000
Division
June 2007
Representative Director
Aug. 2010
Controller of Residential Division
June 2011
Full-time Corporate Auditor (present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for corporate auditor
Mr. Yoshifumi Nakamura has held positions such as Representative Director of theCompany and has extensive experience and wide discernment regarding management.
The Company expects that he will continue to perform appropriate audits as a full-time
corporate auditor by utilizing this knowledge, and therefore proposes his re-election.
Apr. 1983
Joined the Company
Apr. 2000
General Manager of Central Operation
Department, Office Leasing Business
Division
Apr. 2004
Deputy Head of Housing Business Division
Oct. 2008
Head of General Affairs Division
Apr. 2010
Head of Related Businesses Division
12,800Sep. 2011
Head of Housing Renovation Division
June 2013
Director
Representative Director - President of
Sumitomo Real Estate Sales Co., Ltd.
June 2019
Full-time Corporate Auditor of the Company(present)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for corporate auditor
Mr. Toshikazu Tanaka has held positions such as Director of the Company and Director
and President of Sumitomo Real Estate Sales Co., Ltd. and has extensive experience andwide discernment regarding management. The Company expects that he will continue toperform appropriate audits as a full-time corporate auditor by utilizing this knowledge,
and therefore proposes his re-election.

- 15 -

Candidate
numberName(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Apr. 1977
June 2005
June 2007
June 2010

Takashi Sakai(October 9, 1952)
3

New election
OutsideIndependent

Naoko Hasegawa(January 3, 1965)
4

New election
OutsideIndependent

Number of theCompany’s shares
held

Joined Osaka Gas Co., Ltd.
Director
Managing Director
Representative Director - Executive VicePresident
June 2018
Representative Director - President of0
Honshu-Shikoku Bridge Expressway
Company Limited
Jan. 2023
Outside Director of TSUNEISHIKAMTECS CORPORATION (present)(Significant concurrent positions outside the Company)
Outside Director of TSUNEISHI KAMTECS CORPORATION
Reasons for nomination as candidate for outside corporate auditor
Mr. Takashi Sakai has held positions such as Executive Vice-President of Osaka Gas Co.,
Ltd. and President of Honshu-Shikoku Bridge Expressway Company Limited and has
extensive experience and wide discernment as a manager. The Company deems him to besuitable as an outside corporate auditor, and therefore proposes his election.
Apr. 1987
Joined Sumitomo Fudosan Fitness Co., Ltd.
Nov. 2002
Joined The Prudential Life Insurance
Company, Ltd.
Apr. 2005
Sales Manager of Tokyo #3 Agency
Apr. 2013
Agency Manager of Nagano Agency
Oct. 2014
Assistant to Chief Marketing Officer
Apr. 2016
Agency Manager of Chiyoda #6 Agency
1,000
Apr. 2021
Assistant to Chief Marketing Officer
July 2021
Corporate Vice President (present)
Gender Strategy Leader (present)
Jan. 2023
Chief Business Ethics Officer (present)(Significant concurrent positions outside the Company)
Corporate Vice President of The Prudential Life Insurance
Company, Ltd.
Reasons for nomination as candidate for outside corporate auditor
Ms. Naoko Hasegawa has held positions such as Corporate Vice President and Chief
Business Ethics Officer of The Prudential Life Insurance Company, Ltd. and has
extensive experience and wide discernment in corporate management and corporate
ethics. The Company deems her to be suitable as an outside corporate auditor, andtherefore proposes her election.

- 16 -

(Reference) Policies for Appointment of Officers‧

Basic Policy

Regarding nomination of candidates for directors and corporate auditors, as well as 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 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 haveopportunities 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 andReasons for Appointment Thereof

Regarding appointment of outside directors and outside corporate auditors, the Company has adopted therequirements 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 RelationshipYozo Izuhara

Reasons of Appointment

Mr. Izuhara served as Director, Chairman of the Mr. Izuhara had served as President andCompany’s business partner Nippon Sheet
Chairman of Nippon Sheet Glass Co., Ltd., andGlass Co., Ltd. until June 2010. However, since he has extensive knowledge on overseas○

the transaction amount between said company business and M&A as a manager. The
and the Company in the most recent fiscal year Company deems him to be suitable as an
was small, accounting for less than 1% of sales outside director.
for both companies, the Company deems there
is no impact on independence.

Nobumasa Kemori

Mr. Kemori served as Director, Chairman of
the Company’s business partner Sumitomo

Mr. Kemori had served as President andChairman 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 mostand overseas business as a manager. The
recent fiscal year was small, accounting for less Company deems him to be suitable as anthan 1% of sales for both companies, theCompany deems there is no impact onoutside director.

independence.
Chiyono Terada

Ms. Terada served as President and CEO of the Ms. Terada founded Art Hikkoshi Center andCompany’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 mostdeems her to be suitable as an outside director.
recent fiscal year was small, accounting for lessthan 1% of sales for both companies, theCompany deems there is no impact on
independence.

Takashi Sakai○

Mr. Sakai served as Representative Director,
Executive Vice-President of the Company’s

Mr. Sakai has served as Executive VicePresident of Osaka Gas Co., Ltd. and President

business partner Osaka Gas Co., Ltd. until
March 2013. However, since the transactionof Honshu-Shikoku Bridge Expressway
Company Limited, and he has extensive

amount between said company and theCompany in the most recent fiscal year was

knowledge and wide discernment as a manager.
The Company deems him to be suitable as ansmall, accounting for less than 1% of sales forboth companies, the Company deems there isoutside corporate auditor.

no impact on independence.

- 17 -

Name

Independence Supplementary Explanation of the Relationship

Naoko Hasegawa

Reasons of Appointment

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.,
Ltd.) from April 1987 to October 2002.
○

Prudential Life Insurance Company, Ltd. andshe has extensive experience and wide

However, since more than 20 years have passed discernment in corporate management andsince 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, theCompany deems there is no impact on
independence.

(Reference) Members of Directors, Corporate Auditors (after approval and adoption of this agenda)
If Agenda 2 and Agenda 3 are approved as originally proposed, the directors and corporate auditors will be as follows.
Name

Position in the Company

Reelection

Kenichi Onodera

Director - Chairman of the Board

Male

Reelection

Kojun Nishima

Representative Director - President

Male

Reelection

Masato Kobayashi

Reelection

Yoshiyuki Odai

Reelection

Hiroshi Kato

Reelection

Hisatoshi Katayama

Reelection

Yozo Izuhara

Outside Director

Reelection

Nobumasa Kemori

Outside Director

Newelection

Chiyono Terada

Outside Director

Reelection

Yoshifumi Nakamura

Full-time Corporate Auditor

Male

Reelection

Toshikazu Tanaka

Full-time Corporate Auditor

Male

Takashi Sakai

Outside Corporate Auditor

Naoko Hasegawa

Outside Corporate AuditorNewelectionNewelection

Attributes

Representative Director - Deputy
President
Representative Director - Deputy
President
Director - Senior Managing Executive
Officer
Director - Senior Managing Executive
OfficerIndependent: Independent officer registered with the Tokyo Stock Exchange- 18 -

Gender

Male
Male
Male
Male
OutsideIndependent
OutsideIndependent
OutsideIndependent

OutsideIndependent
OutsideIndependent

Male
Male
FemaleMale
FemaleAgenda 4. Election of One Substitute Corporate Auditor
The Company requests approval for the election of one substitute corporate 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 corporate auditors. The board of corporate auditors has consented to this agenda.
Candidate for substitute corporate auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Dec. 1975

Number of theCompany’s shares
held

Passed the Certified Public Tax Accountant
Examination
Apr. 1976
Registered with the Tokyo Certified Public Tax
Accountants’ Association0
Established the Setsuya Nakamura Certified Public
Setsuya Nakamura
Tax Accounting Office, Representative (present)(April 29, 1944)
Apr. 2011
Registered as a political funding auditor
OutsideReasons 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, andtherefore 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 heassumes office as an outside corporate auditor due to the reasons listed above.
Notes: 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 willregister 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 willenter 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 approvedand Mr. Setsuya Nakamura assumes office as an outside corporate auditor, he will be included as an insured person under
the insurance policy.

- 19 -

(Reference) Status of the Company’s Corporate Governance* The content presented in this section assumes the approval of Agenda 2 and Agenda 3.

Basic Views of Corporate Governance
The Company is a comprehensive real estate enterprise of the Sumitomo Group which has a history of 430 years andinherits Sumitomo’s business philosophy of “Placing prime importance on integrity” and “Under no circumstances,
shall it pursue easy gains.” The Company’s slogan, “Integrity and Innovation” expresses its corporate stance to all
stakeholders including its employees, customers, business partners, creditors and shareholders. 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 maximizing corporate value through each business.
This fundamental mission also includes a reminder “Do not rest on seniors’ laurels and make the best efforts for abetter 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 doing so, we believe that employees will be able tomaintain 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 enhancement of the Company’s corporate value over the medium- to long-term, by working 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‧

Reasons for Adopting an Organizational Structure of a Company with Corporate Auditors
Under the Companies Act of Japan, companies may adopt one of the following three forms of organizational
structure: (i) a company with corporate auditors, in which the Board of Directors assumes executive
responsibility, while corporate auditors are in charge of the monitoring of management; (ii) a company with anominating committee, etc., wherein the Board of Directors is tasked with the management monitoring function
and the Board of Executive Officers assumes executive responsibility; and (iii) a company with an audit andsupervisory committee, in which the management monitoring function of corporate auditors is incorporated into
the functions of the Board of Directors. In this way, companies may select the optimum governance structurethat best suits their circumstances.
As stated in the Basic Views above, in order for the Company to continue growing, we believe that people fromwithin 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, and the
motivation of juniors, who will acquire experience in the real estate business and eventually join the
management team, should be maintained; hence we have a structure as a company with a corporate auditors,
where the Board of Directors bears responsibility for execution, and corporate auditors take on the management
supervision function.
Six directors, mainly from within the Company, who are deeply familiar with the business content, are in chargeof management and execution, while three outside directors and four corporate auditors for a total of sevenpersons, which accounts for over half of the 13 attendees of the Board of Directors meeting, are responsible forthe management supervision function. In order to fully demonstrate the supervisory function, we have built asystem to accurately grasp the management condition and issues and to cooperate with each other as follows.

‧

Role and Structure of the 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 the Company
such as basic management policy and management strategy, as well as supervising the execution of duties by
each director and executive officer.
- 20 -

The maximum number of directors in the Board stipulated in the Articles of Incorporation is 12. The Board of
Directors is comprised of six 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 three outside directors with experience as a chairman, a president or other management
executives, who have superior character and insight and understand the Company’s management principles.
‧

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 13 executive
officers who do not concurrently serve as directors. Compensation for executive officers who are non-concurrent
directors is not an employee salary, but is to be paid from the total compensation for directors, which is clearlybased on the Company’s performance set at 1% of consolidated ordinary profit for the previous fiscal year,
because they are considered to be comparable with directors.

‧

Role and Structure of the Board of Corporate Auditors
Corporate auditors are responsible to supervise whether directors are performing their duties properly by using
the powerful authority endorsed by law.
The Board of Corporate Auditors consists of four corporate auditors, half of whom are the two outside corporate
auditors.

‧

Cooperation among Internal Audit Department, Independent Auditor, and Corporate Auditors
We have established the Internal Audit Department to check the business execution status of each Departmentof the Group and the operational status of internal controls, to prevent fraud and errors, and to make proposals
for operational improvement. The Internal Audit Department reports the results of its internal audits to, andexchanges views as appropriate with, corporate auditors and the independent auditor in an effort to forge closer
collaboration between the three parties and increase the quality and efficiency of individual audits.

- 21 -

Initiatives to Strengthen Corporate Governance‧

Steps Taken to Strengthen Corporate Governance
June 2002
April 2004
June 2004
June 2015

April 2020
June 2020

Appointed two outside corporate auditors, making half of the four corporate auditors outside
members
Reformed the management system, reducing the number of directors from 23 to 12
Introduced a fully performance-based compensation system for directors
Abolished the retirement benefit system for directors and the bonus system for directors
Appointed two outside directors
Established a Committee of Outside Directors and Auditors and began holding briefings foroutside directors on a regular basis, to strengthen the supervision function of outside directors
and outside corporate auditors
Introduced an executive officer system
Appointed one female corporate officer (outside corporate auditor)

June 2023(Planned)‧

Increase the number of outside directors to three
Appoint one female director

Roles of Outside Directors and Outside Corporate Auditors
As part of its initiatives to strengthen corporate governance, the Company appointed two outside corporate
auditors in 2002 and two outside directors in 2015. Note that if Agenda 2 is approved, the number of outside
directors will be three.
Corporate auditor is a system that has taken root in Japan for a long time. Corporate auditors use the strong
investigative power granted by the law to audit whether the directors are conducting their duties appropriately.
Although full-time corporate auditors from within the Company are familiar with the Company’s internal affairs
and have excellent information-gathering skills, they might become somewhat lenient, albeit unconsciously,
when it comes to auditing their colleagues. Therefore, the Company ensures that at least half of the corporate
auditors are outside members to add an objective perspective and thereby ensure the effectiveness of audits.
Likewise, it is undeniable that the Board of Directors may become narrow-minded if it consists only of people
from within the Company, and it is possible that the Board may find itself left behind by the changes in theworld. Therefore, the Company has appointed outside directors who have excellent character and insight, who
understand its management philosophy, and who have experience as a chairman, a president or othermanagement executives, in order to have them advise the management team and monitor the directors by
utilizing their wide range of knowledge and insight based on their experience in corporate management.

‧

Efforts to Strengthen the Supervision Function
The Company has three outside directors and four corporate auditors for a total of seven persons, which accounts
for over half of the 13 attendees of the Board of Directors meeting, responsible for the management supervisionfunction. In order to ensure that outside directors and outside corporate auditors can fully perform their roles, inthe fiscal year under review the Company (i) held eight briefings for outside directors in which they were briefed
on the agendas for the Board of Directors meetings, the content of discussions at Executive Committee, andother issues; and (ii) convened 14 meetings of the Board of Corporate Auditors wherein they received reports
from the independent auditor and the Internal Audit Department and conducted interviews about the operating
situation with the heads of each department.
In addition, (iii) we have established a Committee of Outside Directors and Auditors, comprised of only outside
directors and outside corporate auditors. The Committee of Outside Directors and Auditors directly hears fromeach officer about the execution status of the duties of which he or she is in charge and the issues they are awareof, as well as giving appropriate advice. In the event of a whistleblowing report toward officers, outside
corporate auditors receive a report directly and share the information at the Committee of Outside Directors andAuditors.
Through these initiatives, we believe that the Company’s corporate governance has achieved a certain level ofquality.
- 22 -

Initiatives for Promoting Diversity
We have been actively promoting diversity since before, based on the recognition that the presence of diverse
perspectives and values reflecting a variety of experiences, skills and attributes within the Company is an advantagethat ensures 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 at other companies
account for 90% of our employees at Sumitomo Realty & Development, and are the source of the Company’s growth.
In addition, for increasing employees’ motivation, we believe that equal opportunity is the most important factor inpromotion to management positions, so we promote employees based solely on their enthusiasm, ability andachievements, regardless of gender or whether they were hired as new graduates or as mid-career workers. As a result,mid-career hires account for more than 60% of managerial personnel, thus 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 newly hired in sales and engineering positions that
support our front line operations (25% in sales and 13% in engineering positions) in order to increase the number offemale to be promoted in future by increasing the ratio of female in our workforce. Secondly, we are also working tosupport women’s career development. For example, in 2022, we implemented reforms to apply personnel systems
centered on job evaluation-based pay to all employees, and created a system that enables employees with mediumto long-term gaps in their career owing to life events such as childbirth and raising children to immediately assume
positions of responsibility with no disadvantage after returning to work. We are also actively working to engage
female corporate officers, and if Agenda 2 and Agenda 3 are approved at this meeting, we will have two female
corporate officers.
We believe that diversity in managerial positions should be ensured naturally as a result of fair employment policies,
systems and appointments, such as those described above. We believe that setting a numerical target for diversity inmanagerial positions may distort equal opportunity in the appointment of managers and lower the morale ofemployees as a whole, and therefore we will not set such a numerical target.

- 23 -

(Reference)

Basic Management Strategy and Medium- to Long-term Outlook for “Sustainable Growth”(Announced on May 11, 2023)
The Company formulated and announced the Ninth Management Plan in May of last year when uncertainty was still
strong over such issues as the COVID-19 pandemic and the situation in Ukraine.
Although the financial environment and other conditions remain unpredictable, COVID-19 pandemic has been finallysettled down and economic activity is expected to normalize. Under these circumstances, we restate and summarize
our basic management strategy and accompanying medium- to long-term outlook to further increase corporate value
as follows, taking into consideration recent changes in social and economic conditions.
1. Earnings Targets(1) Aiming to surpass ¥300.0 billion in ordinary profit in the next medium-term management plan
With top priority placed on achieving objectives of the medium-term management plans it has formulated every
three years, the Company has increased its corporate value as a result of having steadily implemented the plans.
The Company has executed eight management plans, and has achieved increases in ordinary profit in 23 fiscal
years, excluding the three fiscal years under the global financial crisis and the COVID-19 pandemic.
In the fiscal year ended March 31, 2023, the first year of the Ninth Management Plan, we achieved record ordinary
profit for the second consecutive year and record profit for the tenth consecutive year, making a good start towardachieving the goals for the cumulative three-year period of the medium-term management plan.
For the fiscal year ending March 31, 2024, we aim to renew record-high profits with expecting higher profits in all
business segments of the mainstay office building leasing (Leasing segment), condominium sales (Sales segment),
housing (Construction segment) and Brokerage segment.

At the time of the announcement of the Ninth Management Plan in May last year, when the business environment
outlook was uncertain due to the COVID-19 pandemic and the situation in the Ukraine, the Company has set its
long-term vision to achieve ¥300.0 billion in ordinary profit by FY2030 at the latest through the contribution of
earnings from operations of new buildings to be completed. However, the outlook for each business segment
including the hotel and multipurpose hall businesses, which were affected by the COVID-19 pandemic, has
improved compared to a year ago, and surpassing ¥300 billion in ordinary profit is now expected to be achievable
during the next medium-term management plan (2026-2028), earlier than initially expected.

- 24 -

(2) Growth strategy by segment
Our office building leasing business in Tokyo has proven to be resilient in the face of the COVID-19 pandemic, andwe will continue to position it as our solid foundation. In addition to office building leasing business, we will also
expand other businesses such as Shinchiku Sokkurisan remodeling, through initiatives of high social significanceincluding contribution to decarbonization, aiming to “surpass ¥300.0 billion in ordinary profit” with thecomprehensive strengths of the Group as a whole.
Leasing
For office buildings, the trend toward increasing floor space is becoming apparent against the backdrop of tenants’staff returning to office and increased hiring as economic activity normalizes. By steadily capturing these tenantcompanies’ needs, we will maintain and improve the profitability of existing buildings and continue on the
trajectory of long-term profit growth through operation of new buildings to be completed with gross floor area ofover 700,000 tsubo.
The “La Tour” premium leasing residences series has grown to a scale of 4,000 units and has been well-accepted
for its hospitality and service. We will continue to improve our brand value and further extend our strong
performance.
In the hotel and event hall business, we are striving to restore the profitability to the pre-COVID-19 levels during
the current fiscal year, and aiming for further growth in the next medium-term management plan and beyond withthe contribution to earnings from the full-scale operation of Haneda Airport Garden including flagship hotels with a
total of 1,700 guestrooms, directly connected to Haneda Airport, which fully opened in January.
Sales
For condominium sales with firm demand under the low interest rate environment, more than 90% of the 3,000
units planned to be delivered in the current fiscal year were already sold, and sales activities including those for the
next fiscal year and beyond are making steady progress as planned.
Although rising construction costs continuously needs to be addressed, we have already secured the necessaryamount of land for condominiums to be delivered by the next medium-term management plan amid continuing
intensified competition for land acquisition. We will maintain our policy of focusing on profit with controlling thepace of sales, rather than chasing volume of units or sales, and will also maintain the high level of profit scale that
we have achieved in previous medium-term management plans.
We are promoting development that contributes to decarbonization with the adoption of the “ZEH-M Oriented”
high environmental performance as the standard specifications for all condominiums we design from the NinthManagement Plan.
Construction
In Japan, 90% of the over 50.0 million existing houses do not meet the latest energy-saving standards, posing amajor social challenge for decarbonization. Our “Shinchiku Sokkurisan” remodeling business has been wellreceived for its “high-insulation remodeling” that achieves high energy-saving performance, and the percentage oforders for “high-insulation remodeling” for full remodeling has reached 30% at present (target of 20% for the NinthManagement Plan).
In custom homes, we have launched the sale of “SUMICA” with the latest ZEH (Zero Energy House)specifications as standard; it combines the solar power generation service “SUMIFU × ENEKARI,” which offers
the benefits of solar power generation services for peace of mind at zero initial cost simply with a fixed monthly
service fee, and high thermal insulation specifications, and the ZEH ratio is now increasing to 80% (target of 60%
for the Ninth Management Plan).
In both businesses, we aim to achieve record-high profit by increasing orders through appealing to customers forhigh disaster prevention and environmental performance, while focusing on cost control, minimizing the impact ofmaterial price fluctuations.
Brokerage
Sumitomo Fudosan Real Estate Sales Co., Ltd. is one of the industry-leading company mainly with transactions ofexisting housings, focusing on spreading its “STEP” brand, while operating Mansion Plaza brokerage offices which
exclusively handle high-class condominiums, and launching STEP Auctions, an industry-new service that offers
fairer and more transparent transactions under the principle of “Customer First.” This new service has been wellaccepted by many sellers.
Following the discontinuation of distributing insert flyers, in January we completely terminated our operations ofsending direct mail (DM), which had been sent to customers using registered information, from the perspective ofprotecting personal information. We, instead, have shifted our focus to an advertising strategy utilizing the Internet,
promoting efficient advertisement by paperless operations and digital transformation (DX).
- 25 -

While the supply of new housing is on the decline, the existing housing market, which is being revitalized by anincrease in high-quality stock, is expected to grow, and we will strive to expand our market share by strengthening
Group collaboration with our other businesses such as custom homes and remodeling, and condominiums that wehave sold in the past, as well as further pursuing customer-oriented services.
(3) Impact of rising interest rates on earnings is expected to be negligible
Preparing for the recent global inflation and the accompanying rise in interest rates is an important management
issue for the Company as a real estate company with large up-front investments.
Our financing policy is to manage our finances conservatively, focusing on long-term debt with 10-year maturities,
maintaining a fixed interest rate ratio of over 80%, and diversifying refinance dates (interest-bearing debt as of theend of the previous fiscal year was approximately ¥3.9 trillion, with the long-term ratio at 95% and the fixedinterest rate ratio at 86%).
In addition, the shareholders’ equity ratio, which indicates financial soundness, has improved every year, almost
doubling to 28% from 15% 10 years ago, and the debt rating, which indicates creditworthiness of bonds and otherfinancial assets, has improved to the AA zone rated by both Japan Credit Rating Agency, Ltd. (JCR) and Rating andInvestment Information, Inc. (R&I), and we have earned a high evaluation for our financial stability as well as our
profitability.

- 26 -

The table below shows the estimated earnings impact of higher interest rates in case the entire amount scheduled
for repayment (redemption) over the next five years was refinanced. The annual refinancing amount is about 10%of total interest-bearing debt, and if the market interest rates were to rise by 0.5%, the increase in interest payments
would be about ¥2.0 billion each year. This is only a 0.5% impact on current leasing revenue of ¥400.0 billion, and
it is well within the range that can be absorbed by future improvements in revenues from existing buildings andnew buildings to be completed in the future. In addition, when interest rates rise, in general, the economy is likely
to be in a moderate inflationary trend, in which case the probability of an upturn in the economy and an
improvement in the Company’s earnings environment is also high.

The Company will continue its conservative financing policy with a higher ratio of fixed interest rates, for longterm debt, and will strive to minimize the impact of rising interest rates in the future.
The target of “ordinary profit exceeding ¥300.0 billion in the next medium-term management plan” incorporates
the assumption of a 0.5% rise in market interest rates.

- 27 -

2. Profit Distribution Policy(1) Policy to return the fruits of sustainable growth to employees first, implementing a total of 7% wage
increase in the previous fiscal year
The Company puts into practice the corporate slogan “Integrity and Innovation” and is aiming for employee-firstmanagement to return the fruits of sustainable growth to employees first, based on the ideas that employees are thesource of enhancing the corporate value through sustainable growth.
We have a highly diverse workforce, with career hires accounting for 90% of our workforce, and we have
implemented a salary increase that is commensurate with the growth of individual employees, a unique personnel
system in Japan that evaluates solely on ability (job responsibilities) and performance in each of the various job
categories, with pay raises that are commensurate with the growth of individual employees.
In the previous fiscal year, in addition to the salary increase above, a special allowance of ¥100,000 was paid
uniformly to all 10,000 Group employees as a daily living support, taking into consideration the rapid rise in prices,
especially for utilities. Furthermore, the lump-sum payment of ¥100,000 at the end of the fiscal year in conjunction
with the renewal of record profit was given to all Group employees, instead of only to those at Sumitomo Realty &Development as in the past, to share the joy of the good performance with the entire Group. As a result, including
two lump-sum payments for a total of ¥2.3 billion, the wage increase rate for the previous fiscal year was 7%. We
will continue to make generous human capital investments in our employees along with returns to shareholders inline with sustainable growth.
(2) Double the dividend within 7 years to ¥100 per share, and continue sustainable dividend increase in linewith profit growth
The Company’s basic policy of profit distribution is to ensure prioritization of investment in leasing office assets inorder to enhance the long-term earnings base and to strive for “sustainable dividend increase” in line with profit
growth.
Based on this idea, we initially set forth the continuation of the “annual dividend increase of ¥5 per share” in theNinth Management Plan. However, in November last year, we increased the pace of “sustainable dividend
increase in line with profit growth” from ¥5 to ¥7 per share per year, based on the recognition that, in addition
to steady progress in business performance, the future outlook for business performance has been brighter with
the normalization in the economic activities, considering the coexistence with COVID-19.
In the current fiscal year (ending March 31, 2024), we plan to “increase the dividend for the 10th consecutive year”
to ¥59 per share, and thereafter we will continue the “annual dividend increase of ¥7 per share” and raise it to“¥100 per share per year” within seven years, doubling the current ¥52. The Company will reward shareholders fortheir long-term support as we aim to increase our corporate value through sustainable growth.

- 28 -

3. Investments for Growth(1) Steady progress in investment in leasing office assets with gross floor area of over 700,000 tsubo incentral Tokyo, mainly comprising redevelopment
The Company has adopted a policy of continuing to invest in leasing office assets in central Tokyo, which has
underpinned sustainable growth to date, and has been promoting development plans with gross floor area ofover 700,000 tsubo (approx. 2,300,000 square meters) expected to complete in and after the “NinthManagement Plan.” The Company aims to achieve profitability from these projects focusing on large-scale
redevelopment over the next three medium-term management plans, and additional investments will beapproximately ¥2 trillion (of which ¥700.0 billion is for the three years of the Ninth Management Plan).
In the previous fiscal year (ended March 31, 2023), two large-scale redevelopment projects, Sumitomo FudosanTokyo Mita Garden Tower and Sumitomo Fudosan Shinjuku First Tower were completed. We will continue to
steadily promote redevelopment projects underway in Ikebukuro, Yaesu, Tsukiji, Roppongi, and other locations incentral Tokyo, and we will strive to further expand our earnings base and increase corporate value by completingand putting these projects into operation. In terms of new properties, we maintain our policy of taking advantage ofopportunities that arise and actively acquire desirable properties available (securing ¥300.0 billion for investments
in new projects for the three years of Ninth Management Plan).

(2) Investment of ¥500.0 billion in India, aiming to increase profits by ¥30.0 billion, or 10% of domestic
ordinary profit
In addition to expanding the earnings base centered on the leasing business in central Tokyo, the Company ismaking full-fledged overseas expansion in India, with our “Tokyo office building leasing business” model ofacquiring the development site independently, developing, leasing, managing and owning buildings by ourselves
for the long term.
In July 2019, we acquired the largest office building’s site in Bandra Kurla Complex (BKC), which is the new city
center of Mumbai, the largest economic city of India, and in November 2022, we acquired an additional site of asimilar size. Together with the first acquired site, we are promoting the office building development with grossfloor area of approximately 80,000 tsubo and an investment scale of nearly ¥200.0 billion. We have already started
underground construction for the first property, and we are aiming to complete construction of both properties
during the next medium-term management plan.
The BKC is being developed as a financial center, and government-affiliated companies, major Indian
conglomerates, and foreign IT companies are moving into the area. New stations for high-speed rail and a new
metro line are scheduled to be built in the future, and further development as a business district is expected.
Starting with these developments, we first invest approximately ¥500.0 billion in India, or 10 % of over ¥5 trillionof leased assets after the completion of the development plans with gross floor area of 700,000 tsubo in Japan,- 29 -

while taking into consideration of various property types and business models in addition to the long-termownership of office buildings, aiming for higher investment efficiency than in Tokyo, considering overseas risk
premiums such as interest rates and exchange rates.
In the next medium-term management plan, we aim to surpass ¥300.0 billion in domestic ordinary profit, and as
our source of further growth beyond that, we aim to generate 10% of that amount, or ¥30.0 billion, from overseas
business.
4. Governance(1) Ensuring diversity of the Board of Directors - Outside Directors accounting for one-third of the Board,and appointing one female Director
The Company has decided to make changes to its New Management Structure
Directors and Corporate Auditors as shown in the(Planned to be effective from June 29, 2023)
right table due to the expiration of the terms of✓Outside Directors accounting for one-third of the Board of Directors
office of all Directors, and announced it on✓Appointing one femail Director
February 9 (to be officially decided at the
Number of Directors:
Current
New
Ordinary General Meeting of Shareholders
Inside7
6scheduled to be held in June 2023).
As a result, the number of Outside Directors
Outside2⇒
3
will be increased from the current two to three,(of which, female)(0)(1)
meeting the one-third ratio of Outside
Number of Corporate
Directors recommended in Japan’s Corporate
Current
New
Auditors:
Governance Code. In addition, a total of two
Inside22candidates for one Director and one Corporate
Auditor are female.
Outside2⇒
2
Even under the current structure, the Board of(of which, female)(1)(1)
Directors holds vigorous discussions, and webelieve that the Company’s governance issufficiently functioning. However, we willcontinue to further strengthen and enhance ourcorporate governance and aim to increase ourcorporate value.
(2) Considering abolishing advance warning takeover defense measures against malicious takeover action
Since its introduction in 2007, the Company’s advance warning takeover defense measures have been renewed
every three years through a resolution of the General Meeting of Shareholders and have been continued.
The current policy was approved at the General Meeting of Shareholders in June 2022. Subsequently, the Ministryof Economy, Trade and Industry established the “Fair Acquisition Study Group” to discuss a review of theguidelines for takeovers, and the Financial Services Agency also started discussions on reviewing the tender offer
system in March, and discussions on ensuring the fairness and transparency of acquisition procedures areprogressing rapidly.
These discussions are greatly welcomed because they are expected to possibly resolve the “problems in the legal
system” that necessitate our takeover defense measures, such as being taken all of a sudden by a malicious acquirer
who rapidly purchases shares in the market, and the takeover being consummated without sufficient time forconsideration or an appropriate decision-making process at the General Meeting of Shareholders, posing a risk ofdamage to corporate value and the interests of other shareholders.
In light of future trends in these system revisions, we will consider abolishing the advance warning takeover
defense measures that we have introduced, at the Board of Directors and other meetings.

- 30 -

(3) Progress in reducing strategic shareholdings
From the perspective of building and strengthening stable and long-standing relationships with business partners
such as tenant companies and financial institutions, the Company may acquire and hold shares of such business
partners when it deems that such acquisition and holding will contribute to stabilizing and enhancing corporate
value.
With regard to the reduction of strategic shareholdings, in the Ninth Management Plan, the Company has set a
numerical target of reducing the ratio of the book value of listed shareholdings each year to 10% or less ofshareholders’ equity by FY2030 at the latest, and it imposes a certain level of discipline on the balance ofshareholdings. In the previous fiscal year, we sold six issues, with book value of approximately ¥7.0 billion in total,
whose significance of our holdings had declined. As a result, the book value of listed shares decreased to ¥269.0
billion (down ¥3.0 billion from the preceding fiscal year), and the ratio to shareholders’ equity declined two
percentage points to 16.6% (18.4% at the end of the preceding fiscal year).
The Company will continue to examine the significance of the strategic holding of shares individually, and it willproceed to sell shares that are deemed to have lost their significance to continue holding as subject to reduction.

- 31 -

5. Capital Efficiency
Achieved ROE of 9.4%, well above the cost of capitalIn the previous fiscal year (ended March 31, 2023), ROE (Return on Equity) was 9.4%, achieving high capitalefficiency on par with the preceding year. Meanwhile, the shareholders’ equity ratio has improved every yearwith increasing financial stability, and R&I upgraded our credit rating to AA- in February.
The Company will continue to maintain ROE that exceeds the cost of capital, while balancing financial stability
with enhanced profitability.

- 32 -

(Reference) Ninth Management Plan (Announced on May 12, 2022)
Name

Ninth Management Plan

Plan period

Three years from the fiscal year ended March 31, 2023 to the fiscal year ending
March 31, 2025

Key Points of Plan
1.

Earnings Targets
Consecutive record profit for the period covered
Achieve cumulative ordinary profit of 750 billion yen and profit of 500 billion yen over the three-year period
Aim to achieve record profits for the fourth consecutive plan since the Sixth Management Plan by maintaining
the pace of growth that we attained until the Eighth Management Plan
< Three-year cumulative earnings targets >Revenue from operations
Operating income
Ordinary profit
Profit¥3 trillion ( Vs. Eighth Management Plan:“¥ 770.0 billion (“¥ 750.0 billion (“¥ 500.0 billion (+ ¥ 129.6 billion + 5% )+ ¥ 82.5 billion + 12% )+ ¥ 94.4 billion + 14% )+ ¥ 67.2 billion + 16% )(Reference) Comparison of Management Plan results(Billion yen)
(Fiscal year ended/ending March 31)
Revenue from operations

6th Plan2014 - 2016

7th Plan2017 - 2019

8th Plan2020 - 2022

9th Plan2023 - 2025

2,442.1

2,885.8

2,870.4

3,000.0

Operating income

500.6

613.2

687.5

770.0

Ordinary profit

418.0

557.8

655.6

750.0

Profit

238.1

353.3

432.8

500.0

Note:

All figures are cumulative totals within the period of the plan.

- 33 -

2.

Capital Investment Plans (Non-current asset investment excluding sales assets, such as condominiums for
sale)
Further investment in leasing office assets in central Tokyo, strengthening our earnings base
Expect to invest 1 trillion yen over the three years of the Ninth Management Plan
(1) We will invest 700 billion yen in concrete development projects for over 700 thousand tsubo (one tsubo isroughly 3.3 m2) of gross floor area, mainly comprising redevelopment projects
Current forecasts for the operation of leasing office assets are as shown in the table below< Pace of development >(Thousand tsubo)

Gross floor area

6th Plan

7th Plan

8th Plan

9th Plan

10th Plan onward

110

210

180

190

520

(2) We will ensure that we take advantage of opportunities that arise by securing 300 billion yen forinvestments in new projects

3.

Financing Plans(1) We expect to be able to cover the additional investment of 700 billion yen in properties that are in processwith increases in cash flows from the leasing business*< Capital investment and cash flows from the leasing business >(Billion yen)
6th Plan

7th Plan

8th Plan

9th PlanCapital investment(422.3)(663.5)(805.3)(1,000.0)

Cash flows from theleasing business

409.8

534.6

644.5

700.0

Interest-bearing debt

3,158.9

3,342.8

3,560.03,800.0* Cash flows from the leasing business: Operating income of the leasing business + Depreciation(2) Introduction of green financing
Procure total long-term funding amount of 1 trillion yen from green financing(i)

Procure 1 trillion yen in funds from green financing for 12 buildings, out of 62 buildings owned by
the Company that have already acquired a rating of three stars or above in DBJ Green Building
Certification* (as of April 30, 2023)(ii) Principles for target properties during financing period• Disclose environmental performance information, including CO2 emissions and energy consumption• Maintain at least three stars in the DBJ Green Building Certification• Prohibit the sale of the target properties since this financing contributes to addressing social issues
such as environmental improvement (retain to maintain performance)(iii) Obtain assessment of conformity with green finance from JCR and R&I* DBJ Green Building Certification is a certification system established by the Development Bank of Japan to evaluate
real estate for its performance and initiatives regarding “environmental and social awareness” beyond its “profitability.”- 34 -

4.

Policy for Shareholder Returns *Revised on November 11, 2022
Increase the pace of the annual dividend increase from 5 yen to 7 yen, due to the brightening outlook of thebusiness performance
Maintaining policy of prioritizing investment in leasing office assets, and “sustainable dividend increase”
policy in line with profit growth< Dividends and earnings per share >(Yen)
7th Plan(Fiscal year ended March 31)

5.

2017

2018

8th Plan
2019

2020

2021

2022

Dividends

24

27

30

35

40

45

Earnings per share

218

253

275

298

298

317

Introduction of Numerical Targets regarding Strategic Shareholdings
Reduce the ratio of the book value of shares held to 10% or less of shareholders’ equity by fiscal 2030
The Company maintains that it can acquire and hold shares of business partners, etc., if it is deemed tocontribute to the Company’s sustainable growth and medium- to long-term enhancement of corporate value
primarily from the standpoint of establishing and strengthening stable and long-standing business relationships
with them.
In this new management plan, the Company has decided to establish a numerical target for the amount ofstrategic shareholdings held, and certain rules. As of the end of the previous fiscal year, the book value oflisted shares held of 271.9 billion yen was approximately 18% of shareholders’ equity of 1,479.2 billion yen(after subtracting net unrealized holding gains on securities, etc., from net assets). Going forward, we will
reduce this ratio year by year to 10% or less by fiscal 2030.
< Book value of listed shares and shareholders’ equity >(Billion yen)
(As of March 31)

6th Plan(2016)

7th Plan(2019)

8th Plan(2022)

Book value of shares

190.3

255.5

271.9

Shareholders’ equity

821.0

1,099.3

1,479.2

Ratio

23%

23%

18%

- 35 -

Fiscal 2030
target

10% or less

6.

Establishment of CO2 Emissions Reduction Targets (Scope 1, 2, and 3)
50% reduction by fiscal 2030 compared with fiscal 2014, immediately prior to the Paris Agreement
Expressed support for 2050 carbon neutrality
Aim to achieve the target by linking decarbonization initiatives with business expansion(1) Promote energy-saving in leasing business centered on office buildings and facility management businesses• Further pursue the introduction of highly efficient facilities for new constructions and renovations, andreduce the Company’s CO2 emissions from energy consumption, etc., by 50% per unit of floor area
• Continue awareness-raising activities for energy saving towards tenants(2) Promote measures to reduce emissions in both upstream and downstream parts of main businesses• Support tenant companies to introduce green power for their office spaces in a building• Support to curb energy consumption during construction• Enhance high-performance designs (adopting ZEH*-M Oriented as the standard specification for
condominiums) *ZEH = Net Zero Energy House• Promote the provision of the new solar power generation service, “SUMIFU × ENEKARI,” which willcontribute to decarbonization for detached houses• Promote the provision of Shinchiku Sokkurisan high thermal insulation remodeling products• Support the spread of automobile charging stations(3) Aim to reduce total emissions by 10% in the Ninth Management Plan
• Reductions in the condominium business, which accounts for approximately 60% of total emissions, willcontribute from the Tenth Management Plan onward, when the construction of properties with new design
standards will be completed• Aim to reduce emissions by 25% except for condominiums< CO2 emissions reduction targets for the Ninth Management Plan >(Reference)
9th Planreduction target

Fiscal 2019
emissionsFiscal 2014
emissions

Proportion

Condominiums

3,605

61%

3,540

Custom homes andShinchiku Sokkurisan remodeling

1,591

27%

1,565

Office buildings

689

12%

1,366

Other
(head office and Group companies)

55

1%

66

Non-condominium

2,336

39%

(25)%

2,997

Total

5,940

100%

(10)%

6,537

(Thousand tons of CO2)

Main numerical targets in each business
(1)
(2)
(3)
(4)

30% of energy consumption in tenant office spaces to be green
100% of condominiums to be ZEH-M Oriented designs
60% of custom home orders to be ZEH homes (already standardized)
20% of Shinchiku Sokkurisan remodeling orders to be high thermal insulation remodeling products(already introduced)(5) All of electric power used in the Group’s own offices to be green by obtaining environmental value
generated by solar power through “SUMIFU × ENEKARI”- 36 -

(Appendix)

Business Report(April 1, 2022 - March 31, 2023)
I.

Overview of the Corporate Group

1.

Business Progress and Results, and Issues to be Addressed(1) Overview of consolidated results
Record-high ordinary profit for the second consecutive year, and record-high profit for the tenthconsecutive year
The financial results for the consolidated fiscal year under review are as shown in the table below. Revenue
from operations, operating income, ordinary profit and profit all increased from the previous year. Ordinary
profit achieved a record high for the second consecutive year, while profit attributable to owners of parent
achieved a record high for the tenth consecutive year.
With the comprehensive strength of the Group, achieving higher operating income in all four major
segments
Looking at each segment, the steady progress in the mainstay office building business underpinned theachievement, and the decline due to COVID-19 in commercial facility business such as hotels and event halls
shrank, resulting in increased revenue and profit in the leasing business. In addition, the construction businessincluding Shinchiku Sokkurisan remodeling, as well as the brokerage business with good performance inbrokerage of existing homes, both contributed to overall performance with their record high profits. In the sales
business primarily for condominium sales, even though revenue decreased owing to a decline in the number ofunits delivered, it achieved higher operating income by improved profit margins.

Non-operating loss recorded ¥4.6 billion (an improvement of ¥4.1 billion year-on-year) due to increase individend income and decrease in interest expense. Extraordinary loss recorded ¥6.3 billion (an improvement of¥0.1 billion year-on-year), almost the same as the previous year.
As a result, revenue from operations for the fiscal year under review was ¥939.9 billion (up 0.1% year-on-year),
operating income was ¥241.2 billion (up 3.2% year-on-year), ordinary profit was ¥236.6 billion (up 5.1% yearon-year) and profit attributable to owners of parent was ¥161.9 billion (up 7.6% year-on-year).
Fiscal 2022
(Apr. 1, 2022 – Mar. 31, 2023)

YoY change

Revenue from operations¥

939.9 billion+¥

0.4 billion

Operating income¥

241.2 billion+¥

7.3 billion

Ordinary profit¥

236.6 billion+¥

11.5 billion

Profit attributable to owners of parent¥

161.9 billion+¥

11.4 billion- 37 -

Business results by segment are as follows.
Revenue from operations

Ratio of operating income

YoY change

Fiscal 2022

Brokerage
Construction

Leasing¥ 425.3 billion+¥ 0.2 billion

Sales¥ 222.0 billion(¥ 11.7 billion)

Construction¥ 213.5 billion+¥ 9.2 billion

Brokerage¥ 75.1 billion+¥ 1.6 billion

8%(Remodeling/custom homes)

8%
Sales 21%
(Condominium
sales)

Leasing 63%(Office buildings, etc.)

Operating income

Fiscal 2022

YoY change

Leasing¥ 165.6 billion+¥ 3.0 billion

Sales¥ 53.9 billion+¥ 3.4 billion

Construction¥ 21.4 billion+¥ 2.8 billion

Brokerage¥ 20.0 billion+¥ 2.0 billion

Note: Percentage is calculated from figures
before elimination and/or corporate
for the fiscal year ended March 31,2023.

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
(Billion yen)(Thousand tsubo)

241

250

200

2,500

2,000

155
150

1,500
Segment information has been disclosed
since the fiscal year ended March 31, 1991

100

1,000

77

Gross floor areafor leasing (owned)(right scale)

50

500

Operating income fromleasing business
0

'78

'80

'82

'84

* Year ended / ending M arch 31

'86

'88

'90

'92

'94

'96

'98

'00

'02

- 38 -

'04

'06

'08

'10

'12

'14

'16

'18

'20

'22

'24 (F)0(2) Outlook for next fiscal year
Forecasts for the next consolidated fiscal year (year ending March 31, 2024) are as shown below. With
comprehensive strengths of the Group, we intend to achieve increased revenue and profit in all four major
segments, and record-high ordinary profit for the third consecutive year and record-high profit attributable toowners of parent for the eleventh consecutive year.
Fiscal 2023 Forecast(Apr. 1, 2023 – Mar. 31, 2024)¥ 970.0 billion¥ 255.0 billion¥ 250.0 billion¥ 175.0 billion+¥ 30.0 billion+¥ 13.7 billion+¥ 13.3 billion+¥ 13.0 billion

Revenue from operations
Leasing
Sales
Construction
Brokerage

Fiscal 2023 Forecast¥ 445.0 billion¥ 225.0 billion¥ 220.0 billion¥ 77.0 billion

YoY change+¥ 19.6 billion+¥ 2.9 billion+¥ 6.4 billion+¥ 1.8 billion

Operating income
Leasing
Sales
Construction
Brokerage

Fiscal 2023 Forecast¥ 172.0 billion¥ 54.0 billion¥ 23.0 billion¥ 22.0 billion

YoY change+¥ 6.3 billion+¥ 0.0 billion+¥ 1.5 billion+¥ 1.9 billion

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

YoY change(Outlook by segment)- 39 -

(3) Progress of the Ninth Management Plan
The Company has been operating under the “Ninth Management Plan” since April 2022. In the fiscal year underreview, the first year of the plan, ordinary profit achieved a record high for the second consecutive year, while
profit attributable to owners of parent achieved a record high for the tenth consecutive year, as described in theabove “(1) Overview of consolidated results.”
As a result, we achieved approximately one-third of our three-year cumulative targets for revenue fromoperations, operating income, ordinary profit, and profit, as shown in the table below, making a steady start
toward consecutive achievement of record-high Management Plan performance.
(Billion yen)

Revenue from operations

Three-year Cumulative Targets*

Fiscal 2022 Results(Apr. 1, 2022 – Mar. 31, 2025)(Apr. 1, 2022 – Mar. 31, 2023)

Achievement Rate

3,000.0

939.9

31%

Operating income

770.0

241.3

31%

Ordinary profit

750.0

236.7

32%

Profit

500.0

161.9

32%

*Announced on May 12, 2022

- 40 -

(4) Overview of each segment for the fiscal year under review
Leasing
Fiscal 2022 (YoY change)
Fiscal 2023 forecasts (YoY change)

Revenue from operations+¥ 0.2 billion¥425.3 billion+¥ 19.6 billion¥445.0 billion

Operating income+¥ 3.0 billion¥165.6 billion+¥ 6.3 billion¥172.0 billion

Steady progress in office building business with higher revenue and profit
In the consolidated fiscal year under review, although administrative expenses including utility increased due
to soaring energy prices, full-year operation of buildings completed in the previous fiscal year, such as
Sumitomo Fudosan Tamachi Building East and Sumitomo Fudosan Kanda Izumicho Building, as well as
strong leasing of the “La Tour” series of premium leasing residences contributed to the Company’s
performance.
The decline due to COVID-19 in commercial facility business such as hotels and event halls shrank, and as aresult for this segment, both revenue and profit increased.

High occupancy rates maintained, and positive demand grown for increasing floor areas, etc.
Vacancy rates in existing buildings remained stable at the same level as the end of the previous year,
maintaining a high occupancy rate of over 90% even amid the COVID-19 pandemic. Currently, as thenormalization of economic activity has led to a recovery in the percentage of people working at office, there
has been a positive demand, such as office relocations for more comfortable working environment andincreases in floor space for recruiting more human resources. Tenant-seeking activities are also making steadyprogress for new large-scale redevelopment properties completed during the fiscal year under review,
including Sumitomo Fudosan Tokyo Mita Garden Tower and Sumitomo Fudosan Shinjuku First Tower, andNakano 2-chome Project scheduled for completion in the next fiscal year.
Vacancy rate in existing buildings
End of Fiscal 2021
(March 31, 2022)
5.8%

End of Fiscal 2022
(March 31, 2023)
6.0%- 41 -

SalesFiscal 2022 (YoY change)
Fiscal 2023 forecasts (YoY change)

Revenue from operations(¥ 11.7 billion)¥222.0 billion+¥ 2.9 billion¥225.0 billion

Operating income+¥ 3.4 billion¥53.9 billion+¥ 0.0 billion¥54.0 billion

Maintaining high level of profit, resulting in increased operating income
In the consolidated fiscal year under review, a total of 2,961 condominium units, detached houses, and landlots were delivered (down 643 units year-on-year), including properties of which we started delivery such as
Grand Hills Minami Aoyama, City Tower Osaka Honmachi, Umeda Garden Residence, and City House
Koganei Koen. Although the segment’s revenue decreased due to the decline in the number of units delivered
compared with the previous year, operating income increased with improved profit margin by the delivery of anumber of highly profitable condominium units, primarily in central Tokyo.
Steady progress in condominium contracting, securing 90% of units to be delivered in the next fiscal
year
In the consolidated fiscal year under review, the number of condominium units sold made good progress, andincreased by 20% from the previous year to 3,702 units (up 655 units). As a result, approximately 90% of the
3,000 units planned to be delivered in the next fiscal year were already sold at the beginning of the fiscal year
(approximately 80% in the previous year).
Fiscal 2022
3,702 units
2,961 units
2,886 units
75 units¥ 222.0 billion¥ 200.4 billion¥ 21.5 billion

Number of condominium units soldNumber of units delivered
Condominiums/detached houses
Land lots
Revenue from operations
Condominiums/detached houses
Land lots/others- 42 -

YoY change+
655 units(
643 units)(
683 units)+
40 units(¥ 11.7 billion)(¥ 17.8 billion)+¥
6.0 billion

Construction
Fiscal 2022 (YoY change)
Fiscal 2023 forecasts (YoY change)

Revenue from operations+¥ 9.2 billion¥213.5 billion+¥ 6.4 billion¥220.0 billion

Operating income+¥ 2.8 billion¥21.4 billion+¥ 1.5 billion¥23.0 billion

Achieved record-high profit with increased revenue and profit despite decreased orders
In the consolidated fiscal year under review, the number of units contracted decreased to 7,796 units in the
Shinchiku Sokkurisan remodeling business (down 566 units year-on-year) and 2,071 units in the custom homeconstruction business (down 548 units year-on-year), compared with the previous year. We have raised prices
against a backdrop of increasing timber and other material costs, followed by a reactionary decline from therush immediately prior to the price raise. In addition, orders from customers newly acquiring land for custom
homes have declined due to rising land prices for detached houses, and these are the main reasons for the
decline in orders.
However, both revenue and profit increased in this business segment and achieved record-high profit for the
first time in three years, as a result of increased revenues due to price increases in both businesses andrigorous cost control, including the use of domestic timber.
Fiscal 2022
9,867 units
7,796 units
2,071 units
10,658 units
8,136 units
2,522 units¥ 202.7 billion¥ 110.7 billion¥ 91.9 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- 43 -

(
(
(
+
+
(
+¥
+¥
+¥

YoY change
1,114 units)
566 units)
548 units)
76 units
165 units
89 units)
8.5 billion
5.0 billion
3.5 billion

Brokerage
Fiscal 2022 (YoY change)
Fiscal 2023 forecasts (YoY change)

Revenue from operations+¥ 1.6 billion¥75.1 billion+¥ 1.8 billion¥77.0 billion

Operating income+¥ 2.0 billion¥20.0 billion+¥ 1.9 billion¥22.0 billion

Achieved record-high profit for the second consecutive year with increased revenue and profit
In the consolidated fiscal year under review, in the mainstay brokerage business primarily for existing
condominiums, revenue increased compared to the previous fiscal year by increased transaction unit price,although the number of transactions decreased to 34,906 (down 3,238 year-on-year).
As a result, both revenue and profit increased in this segment, with revenue from operation and operating
income reaching record highs for the second consecutive year.
“STEP Auctions,” a fair and highly transparent brokerage service we introduced first in the industry last year,
has been well-accepted by many sellers. In the fiscal year under review, the Company continued its efforts tofurther deepen its “Customer First” policy, such as the discontinuation of sending direct mail in January which
had been sent to customers using registered information from the perspective of protecting personal
information, and shifting our focus to an advertising strategy utilizing the Internet.

Number of transactions
Transaction value
Average price pertransaction

Fiscal 2022
34,906¥ 1,396.1 billion((¥

YoY change
3,238)
57.2 billion)¥+¥

1.8 million

39.9 million- 44 -

(5) Promotion of ESG and contributions to SDGs
The Company has been practicing sustainable management inheriting the business philosophy of Sumitomo
Group with a history of over 430 years, and aims to maximize its corporate value while contributing to solvingsocial issues through business activities. Our major ESG-related initiatives for the fiscal year under review arelisted below.

Major initiatives in Fiscal 2022 (fiscal year ended March 31, 2023)
E: Environmental
・ Shinchiku Sokkurisan started offering SUMIFU × ENEKARI,
a new solar power generation service through renovating
existing detached houses
・ Launched “SUMICA” detached houses with thermal
insulation and energy-saving performance exceeding the latest
ZEH standards
May 2022
・ Establishment of CO2 emissions reduction targets (NinthManagement Plan target and interim target by Fiscal 2030)
・ Signed a comprehensive collaboration agreement with Susono
City for forest cultivation
June 2022
・ Large-scale renovation of Shinjuku Sumitomo Building andits “Sankaku Hiroba (triangular plaza)” won the achievement
award of Japan Association for Real Estate Sciences, “Awardof Minister of Land, Infrastructure, Transport and Tourism”
・ Released the result of joint research with The University ofTokyo and Musashino University on the decarbonization
effect of “Shinchiku Sokkurisan” building renovation
・ Included in “MSCI Japan ESG Select Leaders,” the ESG
Indexes・ Signed a comprehensive collaboration agreement with Daikin
for decarbonization of air conditioning systems
Phase 1: Regeneration and reuse of recovered refrigerants
September 2022 ・ Conducted a visiting lecture on SDGs, “Development ofEnvironmentally Friendly Housing” at Shishibone-higashi
Elementary School (Edogawa Ward, Tokyo)
October 2022
・ One of our largest office buildings, Sumitomo Fudosan Tokyo
Mita Garden Tower, certified as “ZEB Ready” (Zero Energy
Building with energy saving of 50% or more)
January 2023
・ Held a “PET Bottle Horizontal Recycling Event” encouraging
waste separation at Shinjuku Sumitomo Building
February 2023 ・ Disclosed our Multi-Stakeholder Policy and Declaration ofPartnership Building・ Announced a new female outside director (formally elected
June 2023)
・ Held a disaster drill for operation of temporary evacuation
facility as a member of an association for disaster prevention
in Shinjuku Station area
March 2023
・ Recognized as a 2023 Certified Health & Productivity
Management Outstanding Organization under the large
enterprise category

S: Social

G: Governance

April 2022

E

S

E

S

E

G

E

E

S

E
E

S

G

E

E

S

E

S

E

S
S

G

S

G

S

S

These initiatives also contribute to achieving the Sustainable Development Goals (SDGs) of the United Nations.
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Sumitomo Fudosan Tokyo Mita Garden Tower certified as “ZEB Ready” (E, S)
The office building (42 floors above ground and 4 floors below ground), the core of the Mita 3 & 4-Chome District
Type 1 Redevelopment Project, was certified as “ZEB Ready” under the Building-Housing Energy-Efficiency
Labeling System (BELS) as an office building with a high level of environmental performance that reduces primaryenergy consumption by 50% compared with current energy-saving standards.
Held a PET Bottle Horizontal Recycling Event at Shinjuku Sumitomo Building (E, S)
As an event in the TOKYO Kids Festa 2023 held at Sankaku Hiroba (triangular plaza) of Shinjuku Sumitomo
Building, we held an event to further promote horizontal PET bottle recycling by providing opportunities to watch,understand, and learn it. The Festa attracted over 32,000 visitors, and we introduced our initiatives to many ofthem.
Released the result of joint research on Shinchiku Sokkurisan building renovation: reducing CO2 emissions
by 47% compared to rebuilding (E)We released the results of a joint research project with The University of Tokyo and Musashino University toestablish an environmental evaluation method for the renovation of existing detached houses. In one case of
Shinchiku Sokkurisan remodeling with significantly improved building performance, the research results found thatthe amount of new materials used were dramatically reduced compared to rebuilding the entire buildings, and cut
CO2 emissions by 47%.
Conducted a visiting lecture on SDGs, “Development of Environmentally Friendly Housing” (E, S)
As part of “SDGs to living life” project of the Yomiuri Shimbun, we conducted a visiting lecture on the theme of“Think of Long-life Housing” for fifth graders at Shishibone-higashi Elementary School in Edogawa Ward, Tokyo.
Recognized as a 2023 Certified Health & Productivity Management Outstanding Organization under thelarge enterprise category (S)The Company has been recognized by the Ministry of Economy, Trade and Industry (METI) and Nippon Kenko
Kaigi (Japan Health Council) as a 2023 Certified Health & Productivity Management Outstanding Organization
under the large enterprise category.

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2.

Status of Capital Investments
In the fiscal year under review, the Company made capital investments totaling ¥463.7 billion, primarily in thedevelopment of new office buildings.

3.

Status of Financing
In the fiscal year under review, the Company conducted corporate bond issuances, as shown below, andobtained necessary funds through borrowings from financial institutions, etc. and commercial papers.
Issuing company

Details of issuance

Date of issue

Maturity

Total amountissuedSumitomo Realty &Development Co.,Ltd.

111th Series of Domestic Unsecured
Corporate Bonds(Green Bonds)

March 30, 2023

Fiscal year
ending March
31, 2029¥30.0 billion

4.

Principal Business (as of March 31, 2023)
Business

Leasing
Sales
Construction
Brokerage
Other

5.

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 clubs, restaurants, etc.

Status of Major Subsidiaries (as of March 31, 2023)
Name

Capital(million yen)

Percentage ofvoting rights

Description of main businesses
Brokerage of real estate sales andSumitomo Real Estate Sales Co., Ltd.

2,970

100.0%

leasing; and sales agent ofresidential properties, etc.
Management service of

Sumitomo Fudosan Tatemono Service Co., Ltd.

300

100.0%

Sumitomo Fudosan Syscon Co., Ltd.

70

100.0%

Sumitomo Fudosan Villa Fontaine Co., Ltd.

50

100.0%

Sumitomo Fudosan Bellesalle Co., Ltd.

50

100.0%

Sumitomo Fudosan Retail Management Co., Ltd.

50

100.0%

Operation of retail facilities

Sumitomo Fudosan Esforta Co., Ltd.

50

100.0%

Operation of fitness clubs

6.

condominiums, etc.
Interior designing and sales,
display suite construction
Operation of business hotels andresort hotels
Leasing of event halls, conference
rooms, etc.

Status of Employees (as of March 31, 2023)

Number of Consolidated Employees
Change from the End of Previous Fiscal Year12,957(83)
Note: The number of employees of the Company is 5,757 (up 25 from the end of the previous fiscal year).

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II. Matters regarding Shares of the Company (as of March 31, 2023)
1.

Number of Shares
Total number of authorized shares:

1,900,000,000

Total number of issued shares:

473,938,547(excluding 2,147,431 treasury shares)2.

Number of Shareholders

16,986(of which 15,526 holding share unit)

3.

Major Shareholders
Number of shares Percentage of shares
held
held
(Thousands of shares)
(%)

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

71,324

15.05

Custody Bank of Japan, Ltd. (Trust account)

25,477

5.38

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

10,952

2.31

Sumitomo Mitsui Banking Corporation

10,000

2.11

Taisei Corporation

9,550

2.02

Daikin Industries, Ltd.

8,367

1.77

Obayashi Corporation

8,090

1.71

SSBTC CLIENT OMNIBUS ACCOUNT

7,744

1.63

Shimizu Corporation

7,500

1.58

Maeda Corporation

7,244

1.53

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.

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III. Corporate Officers
1.

Names and Other Details of Directors and Corporate Auditors (as of March 31, 2023)
Name

Kenichi Onodera
Kojun Nishima
Masato Kobayashi
Yoshiyuki Odai
Nobuaki Takemura

Hiroshi Kato
Hisatoshi Katayama

Position
Director - Chairman of the
Board
Representative Director President
Representative Director Deputy President
Representative Director Deputy President
Director - Senior
Managing Executive
Officer
Director - Senior
Managing Executive
Officer
Director - Senior
Managing Executive
Officer

Yozo Izuhara

Director

Nobumasa Kemori

Director

Toshikazu Tanaka

Full-time Corporate
AuditorFull-time Corporate
AuditorYoshiyuki Norihisa

Corporate Auditor

Chiyono Terada

Corporate Auditor

Yoshifumi Nakamura

Notes: 1.

Responsibilities and significant concurrent positions

Head of Office Leasing Business Division
Head of Condominium Sales Business Division
Head of Corporate Planning Division
Group Compliance Supervisor
Representative Director - President of Sumitomo Real
Estate Sales Co., Ltd.
Head of Remodeling Business Division
In charge of Custom Homes Business
Head of Commercial Property Development Division

Outside Director of JFE Holdings, Inc.

President and CEO of Art Group Holdings
Chairperson Emeritus of Art Moving Company Co., Ltd.

Messrs. Yozo Izuhara and Nobumasa Kemori are Outside Directors as provided for in the Companies Act.

2.
3.

Mr. Yoshiyuki Norihisa and Ms. Chiyono Terada are Outside Corporate Auditors as provided for in the Companies Act.
There are no special conflict of interest between the Company and any of the companies at which the Outside Directors

4.

and Corporate Auditors hold significant concurrent positions.
The Company has registered Messrs. Yozo Izuhara, Nobumasa Kemori, and Yoshiyuki Norihisa and Ms. Chiyono Terada5.

as independent officers with Tokyo Stock Exchange, Inc.
With the introduction of an executive officer system, Mr. Ryuzo Amemiya has been elected as a Senior Managing
Executive Officer, Messrs. Ichiro Wada, Hiroyuki Hashizume, Makoto Nakano, and Kenichi Kawai have been elected as
Managing Executive Officers, and Messrs. Dai Miyamoto, Tokiyuki Okada, Takeo Kojima, Takeshi Endo, Takuto

6.

Fujinuma, Kenji Tsumura, Toshiyuki Masui, and Takayuki Miyagawa have been elected as Executive Officers.
The Company has concluded a director and officer liability insurance policy with Directors and Corporate Auditors as theinsured, as provided for in Article 430-3, paragraph 1 of the Companies Act. Excluding cases that fall under the grounds
for exemption set forth in the insurance agreement, this agreement covers any damages, etc., for which Directors andCorporate Auditors are liable in relation to the execution of their duties, as well as those that arise as a result of claims
related to the pursuit of such liability, and the Company bears the full amount of any insurance premiums associated with7.

this insurance agreement.
As of the conclusion of the 89th Ordinary General Meeting of Shareholders held on June 29, 2022, Director Koji Ito has
retired.

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2.

Officers’ Compensation, etc.

(1) Resolutions of the General Meeting of Shareholders concerning officers’ 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 thescope of business and enhancing employee morale. Accordingly, with the agreement of all directors, thecompensation of executive officers is also to be paid from the aforementioned total amount of compensation for
directors (hereinafter, directors and executive officers are collectively referred to as “directors, etc.”).
The monetary compensation for corporate 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 corporate auditors as of the conclusion of that General Meeting of Shareholders was five.
(2) Policies related to the determination of the content of compensation, etc., for individual directors, etc.,
and authorization for the determination thereof
The policy for the determination of the content of compensation, etc. for individual directors, etc. (hereinafterreferred to as the “determination policy”) is established by resolution of the Board of Directors. Under thedetermination policy, compensation for each director, etc., consists only of fixed compensation, and the specificcontent (payment amount, timing of payment, payment method, etc.) of the compensation for individual
directors is determined by agreement between the Chairman of the Board and Representative Directors, basedon a resolution of authorization by the Board of Directors. When making this agreement, each director’s duties
and level of contribution to performance are considered.
Whereas the total annual amount of directors’ compensation is set at 1% of ordinary profit for the previous
consolidated fiscal year, the full amount is not paid to the individual directors, etc., in the current fiscal year,
and part of directors’ compensation is retained without fixing the amount per director, etc., for future use as
retirement benefits for directors, etc., and supplementation of declines in the compensation of directors, etc.,
due to downturns in business performance, etc.
With regard to compensation for directors, etc., in the fiscal year under review, based on authority resolved by
the Board of Directors at a meeting held on June 29, 2022, the specific content (payment amount, timing of
payment, payment method, etc.) of the compensation for individual directors was determined by agreement
between Mr. Kenichi Onodera (Director - Chairman/Chairman of the Board), Mr. Kojun Nishima(Representative Director and President/Head of Office Leasing Business Division), Mr. Masato Kobayashi(Representative Director and Deputy President/Head of Condominium Sales Business Division), and Mr.
Yoshiyuki Odai (Representative Director and Deputy President/Head of Corporate Planning Division).
These four directors are, respectively, the Chairman of the Board, Representative Director and President,
Representative Director and Deputy President in charge of the Business Division, and Representative Director
and Deputy President in charge of the Management Division, and as these persons received this authorization
based on the judgment that they would be able to agree upon and comprehensively examine and appropriately
assess the duties and contributions to performance of each director from their respective viewpoints, the Boardof Directors has judged that the content of the compensation of individual directors, etc., for the fiscal year
under review is in line with the determination policy.

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(3) Total amount and other details of compensation, etc., for officers, etc.
Of officer compensation, etc., in the fiscal year under review, amount paid for each position in the fiscal year
under review
Amount paid per type (million yen)
Position

Directors(of which,Executive Officers(Note 2))(of which, Outside
Directors)

Amount paid
(million yen)

Basic compensation

Performance-basedNon-monetarycompensation, etc. compensation, etc.

Number of
eligible
officers(persons)

1,198(Note 1)
(420)

1,198
(420)

(48)

(48)

Corporate Auditor(of which, Outside
Corporate Auditors)

59
(26)

59
(26)

–

–

4
(2)

Total
(of which, Outside
Officers)

1,257
(74)

1,257
(74)

–

–

23
(4)

–

–

19
(9)
(2)

Notes: 1. Whereas the total annual amount of directors’ compensation for the fiscal year under review is fixed at ¥2,213
million, the full amount has not been paid to the individual directors, etc., in the fiscal year under review, and¥1,014 million, the difference with the amount paid as stated above, has been retained without being paid, toprepare for use as retirement benefits for directors, etc., and supplementation of declines in the compensationof directors, etc., due to future downturns in business performance, etc.
2. The amount paid to directors, etc., and the number of directors, etc., includes nine executive officers who do
not serve concurrently as directors.
3. The total amount of compensation, etc., for corporate auditors is the amount paid as stated above.

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3.

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

Name

Director

Yozo Izuhara

Director

Nobumasa Kemori

Corporate
AuditorYoshiyuki Norihisa

Corporate
AuditorChiyono Terada

Main activities
Meeting attendance
Mr. Izuhara expressed his opinions necessary for the
deliberation of agenda, etc. as appropriate, in meetings ofthe Board of Directors. He also provided advice from an
Board of Directors
independent standpoint in terms of the supervision of themeetings
Group’s management and the medium- to long-term
7/7 (100%)
improvement of its corporate value through such forums
as briefings for outside directors and meetings of theCommittee of Outside Directors and Auditors.
Mr. Kemori expressed his opinions necessary for the
deliberation of agenda, etc. as appropriate, in meetings ofthe Board of Directors. He also provided advice from an
Board of Directors
independent standpoint in terms of the supervision of themeetings
Group’s management and the medium- to long-term
7/7 (100%)
improvement of its corporate value through such forums
as briefings for outside directors and meetings of theCommittee of Outside Directors and Auditors.
Mr. Norihisa expressed his opinions necessary for the
deliberation of agenda, etc. as appropriate, in meetings of Board of Directors
meetings
the Board of Directors and meetings of the Board of
7/7 (100%)
Corporate Auditors. He also provided advice from an
independent standpoint in terms of the supervision of the Board of Corporate
Auditors meetings
Group’s management and the medium- to long-term
14/14 (100%)
improvement of its corporate value through meetings of
the Committee of Outside Directors and Auditors, etc.
Ms. Terada expressed her opinions necessary for the
deliberation of agenda, etc. as appropriate, in meetings of Board of Directors
meetings
the Board of Directors and meetings of the Board of
7/7 (100%)
Corporate Auditors. She also provided advice from an
independent standpoint in terms of the supervision of the Board of Corporate
Auditors meetings
Group’s management and the medium- to long-term
14/14 (100%)
improvement of its corporate value through meetings of
the Committee of Outside Directors and Auditors, etc.

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

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