Ticker symbol 8830
June 4, 2015
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku,Shinjuku-ku, Tokyo
Kojun Nishima
Executive Managing Director and President
To Our Shareholders:
NOTICE OF CONVOCATION OF THE
82nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 82nd Ordinary General Meeting of Shareholders will beheld as stated below. Your attendance is respectfully requested.
In the event that you are unable to attend, you can exercise your voting rights with theappropriate form. You are requested to review the attached reference documents andindicate 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. of Thursday, June 25, 2015.
Particulars
1. Date and Time: 10:00 a.m. on Friday, June 26, 2015
2. Place: Bellesalle Shinjuku Central Park, Sumitomo Fudosan Shinjuku Central Park
Building 1F
6-13-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo(The meeting venue is different from last year. Therefore, please refer to theguide map attached to the end so as to avoid mistakes.)
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Report for
Consolidated Financial Statements by Accounting Auditor and the Board ofStatutory Auditors for the 82nd fiscal year (from April 1, 2014 to March 31, 2015)
2. Financial Statements for the 82nd fiscal year (from April 1, 2014 to March 31,2015)
Matters to be resolved:
Agenda 1. Appropriation of Retained Earnings
Agenda 2. Election of 12 Directors of the Company
Agenda 3. Election of 1 Statutory Auditor

1Agenda 4. Election of 1 Substitute Statutory Auditor

If attending the meeting in person, you are kindly requested to submit the enclosed
Form for the Exercise of Voting Rights to a receptionist.
Any modification on this notice of the 82nd ordinary general meeting of shareholders
and/or accompanying reference documents for this ordinary general meeting will be
notified by mail or posted on the Company website.
(http://www.sumitomo-rd.co.jp/)2

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

Appropriation of Retained Earnings

The company’s basic policy of profit distribution ensures continuance of stable dividends
first and the repletion of retained earnings required for the long-term and stable growthof business.
For this fiscal year, we originally planned that both the interim dividends and theyear-end cash dividends be 10 yen per share. However, reflecting the fact that theordinary profit reached a record high for the second year in a row, we would like topropose that the year-end cash dividends for the 82nd fiscal year be 11 yen per share,
which is 1 yen increased from the amount of those paid in the previous fiscal year, andthe total dividends for this fiscal year be 21 yen per share.

Matters concerning year-end dividends(1) Type of dividends
Cash(2) Matters concerning allocation of dividends to shareholders and the aggregate
amountDividends of 11 yen per share of common stock of the Company
The aggregate amount: 5,214,003,971 yen(3) The effective date of the appropriation of retained earnings
June 29, 2015

3

Agenda 2.

Election of 12 Directors of the Company

The term of office of all 10 directors will expire upon the conclusion of this shareholders’meeting. We ask you to vote for the appointment of 2 outside directors anew, for a totalof 12 directors to improve the management efficiency and to reinforce the corporate
governance system.
Candidates for Directors of the Company:
Candidates

NameCareer summaries, positions at the Company andNumbernumber(Date ofimportant concurrent offices with other companies

companyBirth)
1Junjishares held
April 1954

Takashima(April 11,1930)

Entered Sumitomo Coal

23,234Mining Co., Ltd.
September1971 Entered the Company
June 1979

Director

June 1983

Managing Director

June 1985

Senior Managing Director

June 1986

Executive Managing Director(present)

June 1991

Director - Deputy President

June 1994

Director - President

June 2007

Director - Chairman of the Board(present)

2KenichiApril 1970

Entered the Company

OnoderaJune 1998

Director(February

June 2001

Managing Director4, 1947)

April 2004

Director, Senior Executive

20,000

OfficerJune 2005

Executive Managing Director

June 2007

Director - President

June 2013

Director - Deputy Chairman ofthe Board (present)

4of

3

Kojun

April 1984

Entered the Company

NishimaApril 2004

Executive Officer(March 6,April 2007

Managing Executive Officer1961)

April 2009

Head of Residential Business

5,000

Division
June 2009

Director

September 2009 Head of Building Development
Division
June 2010

Executive Managing Director(present)

4June 2013

Director - President (present)

NobuakiApril 1981

Entered the Company

Takemura

April 2004

Executive Officer(FebruaryApril 2007

Managing Executive Officer

13, 1959)

June 2008

DirectorOctober 2008

Head of Finance and Accounting

15,000Division
June 2010

Executive Managing Director(present)

October 2012

Head of Business Management
Division

June 2013

Director -Deputy President(present)

5

MasatoApril 1983

Entered the Company

Kobayashi

April 2004

Executive Officer(June 14,April 2007

Managing Executive Officer1960)

April 2009

Head of Site Acquisition Division

June 2009

DirectorJune 2010

Executive Managing Director

9,000(present)
August 2010

Head of Residential BusinessDivision

June 2013

Director - Deputy President(present)

February 2014

Head of Site Acquisition Divisionin the Metropolitan Area56Yoshiyuki

April 1985

Entered the Company

OdaiApril 2005

Executive Officer(June 9,April 2010

Head of Residential Business1961)

10,000

Division
November 2010 Head of Corporate Planning
Division
June 2011

Director

November 2011 Head of Finance and Accounting
DivisionJanuary 2014

Executive Managing Director(present), Head of Overseas
Business Division (currently
General Manager of Overseas
Business) (present)

7Hiroshi

April 1984

Entered the Company

KatoApril 2000

General Manager of Related(August 1,4,000Businesses Department,1961)

Building Development Division
April 2007

Executive Officer, General
Manager of Site Acquisition
Department, Urban Property
Development Division

April 2010

Deputy Head of Site Acquisition
Division

August 2010

Deputy Head of Building
Development Division

April 2012Managing Executive Officer,
Head of New Business
Development Division

April 2103

Head of Assets Development
Division

June 2013

Director (present)

April 2015

President’s Assistant (present)

68Koji Ito

April 1984

Entered the Company(DecemberApril 2000

General Manager of Jyosai

13, 1959)

14,568Operation Department, Building
Management Division
April 2004

Executive Officer, General
Manager of Development andPlanning Department, Urban
Property Development Division

April 2009Managing Executive Officer,
Head of Construction Technology
Division

April 2010

Head of Customer Division

October 2012

Head of Business Development
Division

April 2013

Head of Residential Business
Division

June 2013

Director (present)

January 2014

General Manager of Related
Businesses Division

April 2015

Deputy President’s Assistant(present)

9Yoshinobu

April 1981

Entered the Company

Sakamoto

August 2000

General Manager of(November

Administration and Planning4, 1958)

Department, Housing Business

8,000

Division No.2
April 2004

Executive Officer,
Deputy Head of Housing
Business Division

April 2007

Managing Executive Officer

April 2009

Head of Information System
Division

June 2011

Director (present)

January 2014

General Manager of Corporate
Planning Department

August 2014

General Manager of Finance andAccounting Department

April 2015

Deputy President’s Assistant(present)

710Toshikazu

April 1983

Entered the Company

TanakaApril 2000

General Manager of Central(April 8,

Operation Department, Building1960)

Development Division
April 2004

10,000Executive Officer, Deputy Headof Housing Business Division

April 2007

Managing Executive Officer

October 2008

Head of General Affairs Division

April 2010

Head of Affiliated Companies
Division

September 2011 Head of Housing RenovationDivision
June 2013

Executive Managing Director President of Sumitomo Real
Estate Sales Co., Ltd. (present)
Director of the Company (present)(Important Concurrent)
Executive Managing Director - President of
Sumitomo Real Estate Sales Co., Ltd.
11Hiromasa

April 1960

YonekuraEntered Sumitomo Chemical

0Co., Ltd.

(March 31,June 2000

President1937)

April 2009

Chairman

May 2010

Chairman of KEIDANREN

June 2014

Honorary Chairman ofKEIDANREN (present)Counselor of Sumitomo ChemicalCo., Ltd. (present)(Important Concurrent)
Honorary Chairman of KEIDANREN
Counselor of Sumitomo Chemical Co., Ltd.

812Shoichi

April 1963

Abbe

Entered The Sumitomo

0Warehouse Co., Ltd.

(SeptemberJune 1994

Director20, 1940)

June 1997

Executive Managing Director Managing Director

June 2000

Executive Managing Director President (present)

June 2010

President - Executive Officer(holding two posts concurrently)(present)

June 2013

Statutory Auditor of theCompany (present)

June 2015

Executive Managing Director –Chairman of the Board of The
Sumitomo Warehouse Co., Ltd.
(scheduled)(Important Concurrent)
Executive Managing Director - President of The
Sumitomo Warehouse, Co., Ltd.,
President - Executive Officer of The Sumitomo
Warehouse, Co., Ltd.
Notes: (1) Mr. Hiromasa Yonekura and Mr. Shoichi Abbe are candidates for outside
corporate directors. You are kindly requested to elect Mr. Hiromasa Yonekura
and Mr. Shoichi Abbe, based on the judgment that they are appropriate as
outside corporate directors of the Company since they have rich experienceand wide discernment as managers.
(2) The term of office of Mr. Shoichi Abbe as a statutory auditor of the Company
will reach 2 years upon the conclusion of this shareholders’ meeting.
(3) The Company will register Mr. Hiromasa Yonekura and Mr. Shoichi Abbe
as independent officers with the Tokyo Stock Exchange, Inc.
(4) There are business relations (realty rental transactions etc.) between The
Sumitomo Warehouse Co., Ltd., of which Mr. Shoichi Abbe is Executive
Managing Director - President and the Company.
(5) There is no special conflict of interest between the Candidates for Directors
other than above and the Company.
(6) The Company has entered into with Mr. Shoichi Abbe a liability limitationagreement in accordance with the applicable laws and regulations and thearticles of incorporation. Under the agreement, Mr. Shoichi Abbe’s liability is9

limited to the minimum limit of liability stipulated by law. In case Mr.
Shoichi Abbe’s election as outside corporate director is approved, theCompany will enter into with him an agreement same as theabove-mentioned. Further, in case Mr. Hiromasa Yonekura’s election isapproved, the Company will enter into with him an agreement same as theabove-mentioned.

10

Agenda 3.

Election of 1 Statutory Auditor

The term of office of statutory auditors Yoshifumi Nakamura will expire upon theconclusion of this shareholders’ meeting. We ask you to vote for the appointment of 1statutory auditor. The board of statutory auditors has consented to this agenda.
Candidates for Statutory Auditor:
NameCareer summaries, positions at the Company andNumberof(Date of Birth)

important concurrent offices with other companies

company
shares held

Yoshifumi

April 1973

Entered the Company

Nakamura

July 1996

Head of Building Development(March 29,1951)

10,000Division
June 2002

Director

April 2004

Managing Executive Officer，Deputy Head of Urban Property
Management Division

May 2005

Head of Urban Property
Management Division

June 2005

Senior Managing Executive Officer

June 2007

Executive Managing Director

August 2010

Head of Housing Business DivisionJune 2011

Statutory Auditor (present)

Notes: There is no special conflict of interest between Mr. Yoshifumi Nakamura andthe Company.

11Agenda 4.

Election of 1 Substitute Statutory Auditor

In case Agenda 2 is approved, the number of outside statutory auditors of the Company
will be 2. We ask you to vote for the appointment of 1 substitute statutory auditor, toprovide for the case where the number of incumbent auditors becomes less than thenumber stipulated in laws and regulations. The board of statutory auditors hasconsented to this agenda.
Candidates for Substitute Statutory Auditors:
NameCareer summaries, positions at the Company andNumberof(Date of Birth)

important concurrent offices with other companies

company
shares heldRyoichi NomuraApril 1960

(March 1, 1935)

Entered Sumitomo Coal Mining0Co., Ltd.
June 1990

Director

June 1993

Managing Director

June 1994

Senior Managing Director

June 1996

Executive Vice President

June 2000

Executive Managing Director,
Executive Officer - Executive
Deputy President

June 2001

AdviserJune 2002

Statutory Auditor of the Company(full-time)

Notes: (1) Mr. Ryoichi Nomura is a candidate for substitute outside statutory auditor.
You are kindly requested to elect Mr. Ryoichi Nomura, based on the judgmentthat he is appropriate as substitute outside statutory auditor of the Company
since he has rich experience and wide discernment as managers.
(2) There is no special conflict of interest between Mr. Ryoichi Nomura and theCompany.
(3) In case Mr. Ryoichi Nomura’s election is approved and he assumes office as aStatutory Auditor, the Company will enter into with him an agreement sameas the above-mentioned.

12