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

Ticker symbol 8830
June 5, 2024
(Start date of measures for providing information in electronic format: May 29, 2024)
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Kojun Nishima,
Representative Director and President
To Our Shareholders:

NOTICE OF CONVOCATION OF THE 91ST ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 91st Ordinary General Meeting of Shareholders of Sumitomo Realty & Development
Co., Ltd. (the “Company”) will be held as stated below.
In the event that you are unable to attend, you can exercise your voting rights with either of the methods below. You
are requested to review the attached Reference Documents for General Meeting of Shareholders and exercise 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 26, 2024.
[Exercising Voting Rights via the Internet, etc.]
Please enter your approval or disapproval on the voting rights exercise website designated by the Company(https://www.web54.net) (in Japanese) by 5:40 p.m. on Wednesday, June 26, 2024.
Particulars
1. Date and Time: 10:00 a.m. on Thursday, June 27, 2024
2. Place:
Shinjuku Sumitomo Hall (Entrance B1F), Shinjuku Sumitomo Building,
2-6-1 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 91st fiscal year (from April 1, 2023 to March 31, 2024) by the Independent Auditor andthe Board of Corporate Auditors
2. Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Agenda 1. Appropriation of Retained Earnings
Agenda 2. Election of One Director
Agenda 3. Election of One Substitute Corporate Auditor-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 91st Ordinary General Meetingof Shareholders” and “Items Omitted from Paper-Based Documents to be Delivered for Notice of Convocation of the 91st Ordinary
General Meeting of Shareholders.”)
Tokyo Stock Exchange Website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do(In order to check the relevant documents, access the Tokyo Stock Exchange website listed above, input “Sumitomo Realty &Development Co., Ltd.” in the “Issue name (company name)” field or “8830” in the “Code” field, click “Search,” then click “Basic
information” and “Documents for public inspection/PR information,” then “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting.”)
If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.
In the event of any modifications to the items for provision in electronic format, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Company website and the Tokyo Stock Exchange website.
Among items for which the measures for providing information in electronic format will be taken, the following items are posted on the
Company website in accordance with laws and regulations and Article 16, paragraph 2 of the Company’s Articles of Incorporation, andare omitted in the paper-based documents to be delivered to shareholders (“paper-based documents to be delivered”). These paper-based
documents to be delivered constitute part of the documents audited by the Corporate Auditors and the Independent Auditor for preparing
their Audit Reports.
1. “Overview of the Corporate Group, Status of Assets and Profit and Loss, Principal Business Locations, Major Lenders and Borrowing
Amounts,” “Matters regarding Share Option of the Company, etc.,” “Matters regarding Independent Auditor,” “Basic Policy on
Persons Who Control the Determination of Financial and Business Policies of the Company,” and “Systems for Ensuring
Appropriateness of Business Operations and its Operational Status of the Company” in the Business Report
2. “Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” in the Consolidated Financial
Statements (in Japanese only)
3. “Non-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-

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1. Appropriation of Retained Earnings
As described on the next page, the Company’s basic policy of profit distribution is to ensure prioritization of
investment in leasing office assets in order to enhance the long-term revenue base and to strive for “sustainabledividend increase” in line with profit growth. Recently, the improvement trend in our leasing business is evident,
putting us on the clear path to surpassing 300 billion yen in ordinary profit in the next medium-term management
plan. Therefore, we have decided to accelerate the pace of the annual dividend increase from 7 yen to 10 yen per
share. We will achieve 100 yen per share two years earlier than the target set forth last year — “doubling the dividend
within 7 years to 100 yen per share.”
In line with this, given the good performance and the record-high profit for the 11th consecutive year, we would liketo propose the annual dividend for the fiscal year under review to be 60 yen per share (with an interim dividend of
29 yen and a year-end dividend of 31 yen).
For the next fiscal year ending in March 2025, we plan to increase the annual dividend by 10 yen to 70 yen per share(with an interim dividend of 35 yen and a year-end dividend of 35 yen).
(Yen per share)Previous fiscal
year

Fiscal year underreview

Next fiscal year
(forecast)

29
31

Year-onyearchange
+5
+3

35
35

Year-onyearchange+6+4InterimYear-end

24
28

Annual

52

60

+8

70

+10

Matters concerning year-end dividends
Type of dividends
Cash
Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 31 yen per share of common stock of the Company
The aggregate amount: 14,692,082,247 yen
The effective date of the appropriation of retained earnings
June 28, 2024

-3-

Basic Policy on Dividends
Doubling the dividend two years ahead of the previous schedule
The Company’s basic policy of profit distribution is to ensure prioritization of investment in leasing office assets inorder to enhance the long-term earnings base and to strive for “sustainable dividend increase” in line with profit
growth.
We position stable income from building leasing at the core of our revenue and do not rely on gains from selling
assets, which are susceptible to market fluctuations. As described in “Proactive Revision of ‘Management Strategy
for Sustainable Growth’” released on May 9 of this year, the recovery and improvement trends in our leasing businessare evident, putting us on the clear path to surpassing 300 billion yen in ordinary profit in the next medium-term
management plan. In light of this situation, we intend to further boost shareholder returns and accelerate the pace ofsustainable dividend increase from 7 yen to 10 yen per share, achieving 100 yen per share two years earlier than thetarget set forth last year — “doubling the dividend within 7 years to 100 yen per share.”(The dividend for the fiscal year ended March 31, 2024 will be 60 yen, with an annual increase of 10 yen thereafter,
reaching 100 yen for the fiscal year ending March 31, 2028.)
Even after surpassing 300 billion yen, we will continue to pursue appropriate and strong shareholder returns, taking
into account our profit growth.

-4-Agenda 2. Election of One Director
Outside Director Yozo Izuhara will retire upon the conclusion of this meeting, and the Company proposes the electionof one director to fill this vacancy.
The candidate for director is as follows.
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Aug. 2013

Number of theCompany’s shares
held

Joined Ministry of Construction
Assistant Vice-Minister (in charge of Road Bureau),
Minister’s Secretariat, Ministry of Land,
Infrastructure, Transport and Tourism
Apr. 2014
Assistant Vice-Minister (in charge of City Bureau),
Minister’s Secretariat, Ministry of Land,
Infrastructure, Transport and Tourism
July 2017
Director General, Land and Construction Industry
Bureau, Ministry of Land, Infrastructure, Transport
600
and Tourism
July 2018
Director General, Secretariat for Promotion ofRegional Revitalization, Cabinet Office
Hakaru Tamura
July 2019
Retired from Ministry of Land, Infrastructure,(August 4, 1960)
Transport and Tourism
July 2020
Adviser (part-time) of the Company (present)
New election(Significant concurrent positions outside the Company)
Outside–Independent
Reasons for nomination as a candidate for outside director and expected roles
Male
Mr. Hakaru Tamura has served as Director General of the Land and Construction Industry Bureauof the Ministry of Land, Infrastructure, Transport and Tourism, and as Director General of
Secretariat for Promotion of Regional Revitalization of the Cabinet Office. Although he has noexperience of being directly involved in corporate management, he has extensive experience
relating to administrative and organizational management as well as a wealth of knowledge andwide discernment regarding real estate and construction administration. In addition, as a part-timeadvisor of the Company, he has provided pertinent advice regarding compliance matters related tothe construction industry. The Company deems him to be suitable as an outside director, andtherefore proposes his election.
The Company expects Mr. Hakaru Tamura to provide insight and discernment regarding theconstruction industry, and through decision-making of the Board of Directors, to also provide
supervision of the Group’s management and advice aiming at improving corporate value over the
medium- to long-term from an independent standpoint.
Notes: 1. Mr. Hakaru Tamura is a candidate for outside director.
2. There is no special conflict of interest between the candidate and the Company.
3. The Company has registered Mr. Hakaru Tamura as an independent officer with Tokyo Stock Exchange, Inc.
4. If Mr. Hakaru Tamura’s election is approved, the Company will enter into a limited liability agreement with him in
accordance with laws and regulations and the articles of incorporation. Under the agreement, his liability is limited to theminimum limit stipulated by laws and regulations.
5. The Company has concluded a director and officer liability insurance policy with an insurance company, whereby insured
persons will be compensated for any legal damages and litigation costs incurred under the policy. If Mr. Hakaru Tamura’s
election is approved, he will be included as an insured person under the insurance policy. In addition, we plan to renew
the policy upon the next renewal with the same terms and conditions.

-5-

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

Position in the Company

Attributes

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

Nobumasa Kemori

Outside Director

Reelection

Chiyono Terada

Outside Director

NewelectionHakaru Tamura

Outside Director

Reelection

Yoshifumi Nakamura

Full-time Corporate Auditor

Male

Reelection

Toshikazu Tanaka

Full-time Corporate Auditor

Male

Reelection

Takashi Sakai

Outside Corporate Auditor

Reelection

Naoko Hasegawa

Outside Corporate Auditor

Representative Director - Deputy
President
Representative Director - Deputy
President
Director - Senior Managing Executive
Officer
Director - Senior Managing Executive
Officer

Male
Male
Male
Male
OutsideIndependent
OutsideIndependent
OutsideIndependent

Independent: Independent officer registered with the Tokyo Stock Exchange-6-

GenderOutsideIndependent
OutsideIndependent

Male
FemaleMale

Male
Female(Reference) Policies for Appointment of Officers‧

Basic Policy

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

Nobumasa Kemori

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

Reasons of Appointment
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.

Hakaru Tamura

Mr. Tamura has provided advice to the
Mr. Tamura has served as Director General ofCompany regarding compliance matters related the Land and Construction Industry Bureau ofto the construction industry from an
independent standpoint as a part-time advisor,

the Ministry of Land, Infrastructure, Transport
and Tourism, and as Director General ofand the Company deems him to be suitable as
an independent officer.

Secretariat for Promotion of Regional
Revitalization of the Cabinet Office, and he has
extensive experience relating to administrativeand organizational management as well as a○

wealth of knowledge and wide discernment
regarding real estate and construction
administration. In addition, as a part-timeadvisor of the Company, he has provided
pertinent advice regarding compliance mattersrelated to the construction industry, and theCompany deems him to be suitable as an
outside director.

-7-

Name

Independence Supplementary Explanation of the Relationship

Takashi Sakai○

Reasons of Appointment

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.
Naoko Hasegawa

Ms. Hasegawa worked for the Company’s
Ms. Hasegawa has served as Executive Officer
subsidiary Sumitomo Fudosan Fitness Co., Ltd. and Chief Business Ethics Officer of The(currently Sumitomo Fudosan Esforta Co.,
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.

-8-

・ Skill Matrix (Abilities Expected of Each Director)
Organizational
management

Leasing

Sales

Construction

Brokerage

Redevelopment

Planning andfinanceCompliance

Kenichi Onodera

○

○

○

○

○

○

○

○

Kojun Nishima

○

○

○

○

○

○

○

○

Masato Kobayashi○

Yoshiyuki Odai

○

○

○

Hiroshi Kato○

Hisatoshi Katayama○

Nobumasa Kemori○○

Chiyono Terada○○

Hakaru Tamura

○

Name

○

○

○
○

○

-9-

○

○

Agenda 3. Election of One Substitute Corporate Auditor
The Company requests approval for the election of one substitute corporate auditor, to provide for the case where 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. Mr. Setsuya Nakamura is a candidate for substitute outside corporate auditor.
2. There is no special conflict of interest between the candidate and the Company.
3. 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.
4. 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.
5. 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.

- 10 -

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

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 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.
- 11 -

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 15 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.

- 12 -

Initiatives to Strengthen Corporate Governance‧

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

April 2020
June 2020
June 2023‧

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 officers
Abolished the retirement benefit system for officers and the bonus system for officers
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 officer (outside corporate auditor)
Increased the number of outside directors to three
Appointed 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. The number of outside directors has been increased to threeincluding one female, in 2023.
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 officers 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 the Executive Committee, andother issues; and (ii) convened 13 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 only of 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 on officers, outside corporate
auditors receive a report directly and share the information at the Committee of Outside Directors and Auditors.
Through these initiatives, we believe that the Company’s corporate governance has achieved a certain level ofquality.

- 13 -

Initiatives for Promoting Diversity
For some time, we have been actively promoting diversity 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 in promotion to managerial
positions is the most important factor, 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 employees to be promoted in future by increasing the ratio of women in our workforce. Secondly, we are also
working to support 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 withmedium- to 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 on theappointment of female officers, and appointed one female executive officer in April 2024, bringing the number offemale officers to three.
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.

- 14 -

(Reference) Proactive Revision of “Management Strategy for Sustainable Growth” (announced on May 9,2024)
In May last year, Sumitomo Realty & Development Co., Ltd. announced the “Basic Management Strategy andMedium- to Long-term Outlook for Sustainable Growth” in response to the recovery from the COVID-19 pandemic
and the normalization of the economy. A year has passed, and amidst significant changes in the business environment,
including social and economic conditions, our mainstay businesses have steadily recovered and improved. The
financial results for fiscal 2023 have met our initial targets, and we now expect to surpass 300 billion yen in ordinary
profit in the next medium-term management plan.
As such, the foundation for advancing our business has been solidifying and shifting from a defensive to an offensive
stance. In addition, one of the largest development projects in Japan, which will be a key project for our futuresustainable growth, has made significant progress through the approval by the Tokyo Metropolitan Government. We
have also managed to acquire a large-scale mixed-use development site in the heart of Mumbai, India, which is asignificant preparatory step for further growth and development in the future. We will continue to actively invest insuch specific projects that contribute to our growth, viewing 300 billion yen in ordinary profit in the next mediumterm management plan as a checkpoint, and will strive to expand our business with the aim of reaching an evenhigher milestone of 400 billion yen in ordinary profit.
Incorporating these elements, we have proactively revised our management strategy as follows.

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1.

Mainstay businesses on the path to recovery with expectation for achieving an ordinary profit of 300 billion yen
in the next Tenth Management Plan ending in fiscal 2027
(1) Office building leasing businessFor existing buildings, the trend of returning to office had already begun during the COVID-19 pandemic in 2022,with contracts starting to exceed cancellations. This trend has been growing stronger in 2023 and 2024. Furthermore,with price pass-through due to increased operating costs starting to be accepted, the realization of substantial rent
increases is also becoming more realistic under ongoing inflation.
Moreover, with the full contribution of newly completed buildings during the Ninth Management Plan, such as“Sumitomo Fudosan Tokyo Mita Garden Tower,” “Sumitomo Fudosan Nakano Ekimae Building,” and “Sumitomo
Fudosan Shinjuku Minamiguchi Building,” we expect an increase in revenue and profit in the office building
leasing business. These have given us the prospects for growth in the office building leasing business in the TenthManagement Plan and beyond. In addition, businesses that were directly impacted by the COVID-19 pandemic,
such as hotel and multipurpose hall businesses, have turned to a recovery trajectory, with some properties beginningto generate revenues surpassing those before the pandemic.
(2) Condominium sales businessAs a result of the increased interest in housing due to the COVID-19 pandemic, which has driven up demand, themarket has adapted to the rising prices, and we have maintained strong sales.
While there are matters that require careful consideration, such as the difficulty of acquiring land, the surge inconstruction costs, and whether the market will continue to accept the increased prices, we believe that our uniquestrength lies in the flexibility to respond to market conditions, having secured land for the next six years, and having
already fixed construction costs for properties scheduled to be delivered by the end of the Tenth Management Plan.

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2.

Proactive revision of management strategy, aimed at achieving an ordinary profit of 300 billion yen(1) Doubling the dividend two years ahead of the previous schedule
We will accelerate the pace of the annual dividend increase from 7 yen to 10 yen per share, achieving the target set
forth last year of “doubling the dividend within 7 years to 100 yen per share” two years earlier.
* The dividend for fiscal 2023 will be 60 yen, with an annual increase of 10 yen thereafter, reaching 100 yen forfiscal 2027.
We position stable income from building leasing at the core of our revenue and do not rely on gains from selling
assets, which are susceptible to market fluctuations. As previously stated, the recovery and improvement trends inour leasing business are evident, putting us on the clear path to surpassing 300 billion yen in ordinary profit. In
light of this situation, we intend to further boost shareholder returns and accelerate the pace of sustainable dividend
increase.
Even after surpassing 300 billion yen, we will continue to pursue appropriate and strong shareholder returns, taking
into account our profit growth.

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(2) Making progress in reducing strategic shareholdings, aiming to achieve the reduction target of 10% or less,three years ahead of the original schedule
We aim to achieve our target of reducing the ratio of strategic shareholdings to 10% or less three years ahead of
the original schedule, by the end of fiscal 2027.
* The ratio of the book value of strategic shareholdings to shareholders’ equity has been steadily decreasing: 18.4%
at the end of fiscal 2021, 16.6% at the end of fiscal 2022, and 14.2% at the end of fiscal 2023.
Regarding strategic shareholdings, we will maintain those that contribute to the strengthening of “goodpartnerships*” and are expected to positively impact our business in the long term while we sell shares withdiminished significance for holding, in a planned manner. The gains from the sale of shares, including thoseclassified as pure investments at the end of the previous fiscal year, will be utilized to support our sustainablegrowth. This includes allocation for covering demolition and disposal losses that commonly occur in the property
development, loss on liquidation of business efficiency, investments in digital transformation (DX) aimed at
improving employee productivity, and investments in green transformation (GX) for environmental consideration.
*Good partnerships
In advancing our office building leasing and condominium sales businesses, we regard general contractors andsubcontractors as partners, not as mere suppliers, in promoting business together.
We have fostered long-standing and strong relationship with general contractors and subcontractors throughcontinuous orders, backed by strategic shareholdings. It serves as a motivation for them to confidently secure
construction materials and personnel over the long term. From our standpoint, we are reaping the benefits ofmitigating business risks associated with the ongoing issues of rising construction costs and prolonged project
durations, enabling us to stabilize our business through steady and stable progress of projects for construction until
completion.

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(3) Not renewing advance warning takeover defense measures
The Group has been pursuing sustainable and stable growth with the building leasing business at its core, bycontinuing development of office building over the medium to long term. In the course of our growth, we haveneeded to protect shareholder interests from so-called “Killing the goose that lays the golden eggs,” or malicious
takeover actions aimed at temporary gains by selling those assets with a short-term perspective. For this reason,
we have introduced and continued with defense measures.
Last year, there was progress in reviewing the approach to corporate acquisitions at the Ministry of Economy, Tradeand Industry, and the Financial Services Agency. In addition, as outlined earlier in the outlook for the TenthManagement Plan and beyond, the scale of our business and profitability directly linked to corporate value have
expanded and stabilized. Consequently, we have decided not to renew the defense measures at the next update duein June 2025.
(4) Continuing active investment in human capital
For the Group’s sustainable growth, the proactive engagement of our employees is essential. Therefore, we areaiming for “employee-first management” to return the fruits of growth to employees first, as well as “integrated
group management.”
As fair, efficient investment in human capital is key to realizing those, mass hiring of new graduates and senioritybased personnel system cannot fully address this need.
As such, we have, as a whole group, adopted year-round mid-career hiring and switched to a salary system that issimilar to a role-based system, where annual salaries are determined based on the responsibilities and achievementsof employees across a wide variety of jobs. We have positioned this personnel system, which centers on careerhires, at the core and have actively promoted it. As a result, currently, 90% of our employees and 60% of the
managerial personnel are individuals who were hired through mid-career hiring, with high motivation fostered bythis system. This approach has enabled us to achieve a highly diverse workforce, regardless of gender or whether
they were hired as new graduates or as midcareer workers, which is a driving force for the growth of the Group.
Going forward, in addition to this evaluation system based on ability and achievement of individual employees,
we will continue to actively invest in human capital, including investments in digital transformation (DX) andeducation, to enhance productivity.
(5) Doubling the amount of funds for Green Financing from a total of 1 trillion yen to 2 trillion yen
As of March 31, 2024, 76 of our buildings with a total gross floor area of over 1.1 million tsubo (*1 tsubo = 3.3
square meters) acquired the “DBJ Green Building Certification,” which is awarded to properties that demonstratehigh environmental performance and meet significant societal demands. In the Ninth Management Plan, weestablished a green finance quota to raise a total of 1 trillion yen. However, due to its popularity and the rapid
approach to the quota, we have doubled the financing quota to 2 trillion yen. We will continue to develop superior
properties with environmental considerations and strive to maintain and enhance their performance.

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3.

Viewing the surpassing of 300 billion yen as a checkpoint, and aiming at reaching an even higher milestone of
400 billion yen
We leverage large-scale redevelopment projects in central Tokyo as the primary engine for our growth. We havenumerous projects underway in locations such as Roppongi 5-chome, Yaesu, Tsukiji (Ginza East), Roppongi 3chome, Ikebukuro, and Iidabashi, and plan to invest 2 trillion yen, including the amount already invested, inproperties with a total gross floor area of 2 million square meters that we plan to own.
As the second growth engine, we will invest 700 billion yen, including the amount already invested, in the heart of
Mumbai, India. In Mumbai, the rapid progress in the development of transportation infrastructure strongly shows
us its potential for evolving into a business area comparable to central Tokyo in the future. In that area, we havestarted projects with a planned gross floor area of over 1.3 million square meters.
We believe that a path to achieving an ordinary profit of 400 billion yen is becoming visible through these growthand development projects with a total investment of 2.7 trillion yen for a total gross floor area of over 3.3 million
square meters across Tokyo and Mumbai.
Topic 1: One of the largest urban redevelopment in Japan, “Roppongi 5-chome West Project” has been approved
The urban redevelopment “Roppongi 5-chome West Project”* has been approved by the Tokyo Metropolitan
Government, in March 2024. Thereby, one of Japan’s largest redevelopment projects has started moving forward,
with a total gross floor area of 1.08 million square meters and an overall project cost of around 800 billion yen.
The project features a core office-focused tower of 66 floors above ground and a height of 327 meters with a grossfloor area of 800,000 square meters, as well as approximately 1,000 residential units, hotels, and retail facilities.
The synergistic effects with the surrounding developments are expected to drive the transformation of this area intoa central urban core comparable to Otemachi, Marunouchi, and Yurakucho area near Tokyo Station.
* Urban redevelopment project jointly undertaken with Mori Building Co., Ltd.

Source: Tokyo Metropolitan Government documents.

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Topic 2: Acquired a large-scale mixed-use development site in the heart of Mumbai, India
In addition to two properties that we have acquired by 2022 in BKC (Bandra Kurla Complex, Mumbai, India), we
acquired a large-scale mixed-use development site in Worli, the heart of Mumbai, in October 2023. In BKC, thetotal gross floor area of the two properties is 260,000 square meters: the first project has commenced construction,and construction for the second project is scheduled to commence within this year. In Worli, the site we acquired
has a developable gross floor area of over 1 million square meters.
Consequently, rather than just acting as a leasing building owner, we have been able to build a significant footholdin establishing our position as a comprehensive developer continuously engaged in integrated mixed-use
development of areas.
Given its location in the heart of the Worli, the center of Mumbai city, the project has received expressions of active
support from the Maharashtra state and Mumbai city authorities, who are intensively working on the developmentof subways and elevated roads. In order to contribute to the development of Mumbai and India, we will work
together with the state and city to advance this large-scale development into an iconic project with a total grossfloor area of well over 1 million square meters.

Project site

Source: Google Maps

Project 1 in BKC
Exterior rendering“Indian Shinkansen”(high-speed railway)

Connecting Mumbai and Ahmedabad in about 2 hours, covering approximately 500 km distance

Mumbai Trans
Harbour Link

Connecting the center of Mumbai to the new airport under construction in Navi Mumbai acrossthe eastern shore, with a total extension of about 22 km (opened in January 2024)

Sea Bridge Bypass“Coastal Road”

A sea bridge bypass where extension work is progressing on the western coast of the peninsula to avoid traffic
congestion in the city (partially opened in March 2024)

Metro Line 3

Connecting major business areas from the current airport area to Nariman Point via BKC and Worli(scheduled to open in 2024)- 21 -

Topic 3: Reborn Shinjuku Sumitomo Building
Shinjuku Sumitomo Building, completed in 1974, is celebrating its 50th anniversary this year. We chose to renovate
this building, the oldest within our portfolio, instead of rebuilding. A gigantic roof was installed at the foot of thebuilding, enabling it to hold large-scale events without being affected by the weather. In addition, restaurants on
the top four floors were relocated to the 1st and 2nd floors and the previous restaurant areas were transformed into
office areas. The building facilities have been completely updated, and seismic resistance has been enhanced towithstand long-period ground motion earthquakes.
Over the past 50 years, the cumulative cash flow (operating income before depreciation) from the building has
exceeded 400 billion yen. During that time, the Japanese economy experienced numerous transformations, throughthe high-interest era of the 1980s, the bursting of Japan’s bubble economy, the Global Financial Crisis, and theeconomic boom under Abenomics policies. Although 50 years have passed since its completion, this building is
still one of our flagship buildings, generating cash flows from leasing exceeding 10 billion yen annually.
< Before >< After >Shinjuku Sumitomo Building(52 floors above / 4 below ground)
Completion: March 1974
Renovation completion: June 2020
Site area: 14,446.46 square meters
Gross floor area: 180,195.17 square meters
Sankaku Hiroba (triangular plaza): approx. 3,250 square meters An all-weather atrium (Ceiling height: approx. 25 meters)
 Capable of temporarily accommodating approx. 2,800 stranded
commuters in the event of disaster- 22 -

APPENDIX
The office building leasing business in central Tokyo has generated stable profits over the long term, andretaining those properties is also advantageous in terms of investment efficiency.
I.

Tokyo has an efficient and intricate network of public infrastructure including the railway network such as JRlines and subways, as well as roads, allowing easy access to the city center. In addition, especially in city
centers where convenience is higher, there is supply of large-scale redevelopment buildings with the latest
specifications, through a “scrap and build” process, where old buildings are demolished to make way for new
constructions. This has made the city center unwavering and ensured its value remain steadfast.

II.

Companies from a diverse range of industries and sizes are concentrated and clustered in Tokyo; not only infinance and IT but also material and semiconductor manufacturers, as well as services such as staffing, retail,and entertainment, from major corporations to startups.
Despite the economic fluctuations within individual sectors, constant regeneration brings various new
demands for office space. As we manage over 200 buildings in various sizes throughout Tokyo, our leasing
portfolio is ideal to accommodate such diverse needs, and has been the source of stable profits over the longterm.

III. While not ruling out the option of selling leasing assets and reinvesting the funds into further development, atpresent, investments in the office buildings in Tokyo stand as a business that ensures sufficient profitability
without relying on gains from selling assets. For instance, Shinjuku Sumitomo Building as explained above,even after 50 years since its completion, is generating cash flows from leasing exceeding 10 billion yen
annually. It is indeed a “goose that lays the golden eggs,” and hastily selling it would equate to killing suchgoose.
Additionally, it is simply difficult to “sell for a profit and then buy back at a lower price.” As redevelopment
takes place primarily in city centers with greater convenience, and since business districts are not shifting to
the suburbs, the potential locations suitable for business are naturally limited. Therefore, securing
opportunities to develop properties with strong business prospects is not easy.
IV. The advantages of the Tokyo office market are outlined as follows.

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The Advantage of the Tokyo Office Market
1.

Tokyo is the world’s largest office market(1) Largest market in the world; larger than New York and London
Tokyo boasts the world’s largest office stock in terms of floor area, with potential for growth in both supply anddemand, making it largely different market from major cities in Europe and the United States.

SourcesTokyo: Tokyo Metropolitan Government “Tokyo no Tochi (Land of Tokyo)” *Converted at aneffective rate of 60%
N.Y. and London: Cushman & Wakefield “MARKETBEAT”(2) 20% of existing stock do not meet the current seismic standards, and net annual supply increase is approx. 1%
due to redevelopment through rebuilding being the primary approach
In Japan, seismic standards have been determined by law and regulations to address earthquake risks. However,
20% of the stock do not meet the current seismic standards (only satisfying the previous ones as they werecompleted in the early 1980s before the current standards were implemented), and require functional updates
through rebuilding or redevelopment. In addition, incentives, such as permission to exceed the general regulatory
limits on the floor area ratio, are offered to enhance urban disaster prevention and advance the social
infrastructure. Hence, redevelopment through rebuilding is progressing in Tokyo, in prime locations of the city
center.
Moreover, because rebuilding is the primary approach for redevelopment, the net supply, after deducting the floorarea of buildings demolished, remains limited. Over the 20 years since 2000, there has been an increase of 18%,
or about 1% per year, suggesting the balanced supply-demand dynamic from a long-term perspective.

Source: Mori Building Co., Ltd. “Large office building supply trend in Tokyo’s 23 core cities”

Source: Tokyo Metropolitan Government “Tokyo no Tochi (Land of Tokyo)”, as of January 1, 2022

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2.

Structural factors of demand growth(1) A market unparalleled in the world, where large corporations concentrate, encompassing all industries
80% of Japan’s large corporations (the top 100 in terms of market capitalization) are headquartered in Tokyo, andit’s typical for companies with their primary headquarters in other regions to also maintain secondary
headquarters in Tokyo. In contrast, the ratio is just over 10% in New York, and 50% in London. In addition,
looking at it by industry, all sectors, including manufacturing, services, IT, and finance, are represented in Tokyo.
This is in substantial contrast to other countries where industry clusters are dispersed across various cities, suchas finance in New York. For this reason, it has a stable structure with extensive office needs. Despite the presenceof economic fluctuations within individual sectors, the floor spaces of declining industries are taken by growing
industries, hence maintaining the balanced supply-demand dynamic.

(2) Concentration of start-up companies
Not only large corporations but also 70% of start-up companies and venture capital firms are concentrated inTokyo, where human resources, capital, and Business to Business markets are readily available.

* Created independently by Sumitomo Realty based on data from the startup information platform “INITIAL”.
* Start-up companies = 6,100 companies raising over 100 million yen, venture investors = 1,440 investor,
venture capital, and finance companies- 25 -

(3) Unwavering city center with extensive urban transportation infrastructure
In the heart of Tokyo, the circular Yamanote Line serves as the core transportation means, with 42 railway lines
connecting to it from all directions. Using this safe and punctual railway network, commuters from various areasof the Greater Tokyo travel to city center. (More than 80% of office workers in the Greater Tokyo Area commute
using public transportation.)Thanks to this efficient transportation infrastructure, there is no substantial advantage in moving offices out ofTokyo, thus establishing it as the unwavering city center.

Sources: The Ministry of Land, Infrastructure, Transport and Tourism, The Metropolitan Transportation
Authority (New York), and Office of Rail and Road (London), 2019.

(4) Structural and continuous population influx
The population of the Greater Tokyo Area, within commuting distance to Tokyo, has been experiencing a net
inflow for a long time, driven by the younger generation around the age of 20. As universities are highly
concentrated in Tokyo, a significant number of students from across Japan gather in Tokyo. A long-standing trend
shows that they continue to stay in the city after graduation to become employees of companies in Tokyo. Thishas created a positive cycle where the concentration of universities and companies attracts people, and theconcentration of people, in turn, attracts even more companies.

Source: Statistics Bureau, the Ministry of Internal Affairs and Communications

In addition to the above, social infrastructure such as hotels, commercial facilities, and hospitals are efficiently
located in city centers of Tokyo.

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3.

The advantages of the Tokyo offices have become even more pronounced after the COVID-19 pandemic(1) During the pandemic, the vacancy rate rose to 6% primarily due to cost containment, but supply and demandbalanced out within six months
Before the pandemic, during the economic boom driven by Abenomics policies, even buildings with lower
competitiveness were able to secure tenants, leading to an unprecedented low vacancy rate of 1%, reflecting thetight supply amid high demand.
In 2020, in response to the COVID-19 pandemic, companies reduced office attendance to ensure the safety of
their employees and cut costs by reducing office space, resulting in a vacancy rate increase to 6% within six
months.
On the other hand, many companies decided not to reduce their floor space so that they can maintain social
distancing in seating arrangements. There were also growing concerns that a lack of communication due toteleworking could lead to stagnation in growth. This led to an increase in cases where companies re-lease thespace that had been given up, or repurpose idle office spaces into communication spaces. As a result, the supplydemand balance improved in a short period of time.
(2) Contrasts between the U.S. and Japan in the trend of returning to the office after the pandemic
When comparing the return to office rates internationally against pre-COVID levels, New York is at about 40%,
while Tokyo is at about 80%, showing a significant difference. This is considered to be influenced by differencesin working environments.
The difference is also clear when looking at the trends in labor force participation rates. In the United States, theinitial response to the pandemic involved laying off employees, with policies primarily focused on providing
unemployment benefits to those who became unemployed. In contrast, Japan adopted policies aimed atmaintaining employment by providing subsidies to companies to protect their employees’ jobs. This approach isbelieved to have contributed to the quicker rebound in the rate of returning to the office.
Currently, as companies aim to return to a growth trajectory, they are moving to secure talented individuals by
increasing recruitment. In addition, there is a trend towards creating attractive office environments that
employees want to work in by adding more communal spaces such as lounges. This has led to a rising demand
for relocation and consolidation of offices and for increasing floor space, and the market conditions in Tokyo areon a recovery trend.

Source: Compiled by Sumitomo Realty, based on JLL “Global Research May 2023, The Future of the Central Business District, Creating dynamic urban centers” (Left)
OECD “Labor force participation rate” (Right)

Source: Miki Shoji Co., Ltd.

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