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.

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(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.

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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.

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