This document has been translated from a portion of the Japanese original for reference purposes only. In theevent any discrepancy arises between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation, or for direct, indirect, or any other form ofSecurities Code: 8804
damages that may arise from using this translation.
Securities Code: 8804
March 3, 2015
To Those Shareholders with Voting Rights:
Hajime Sakuma
Representative Director,
President & Chief Executive Officer
Tokyo Tatemono Co., Ltd.
9-9 Yaesu 1-Chome, Chuo-ku, TokyoNOTICE OF THE 197th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 197th Ordinary General Meeting of Shareholders of the Company. The
meeting will be held as described below.
If you are unable to attend the meeting, you are asked to review the Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:30 p.m., Wednesday, March 25, 2015, by either oneof the following methods indicated on next page.
1. Date and Time:

10:00 a.m., Thursday, March 26, 2015

2. Place:

Tokyo Convention Hall, 5F Tokyo Square Garden
1-1 3-Chome, Kyobashi, Chuo-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported:

Proposals to be resolved:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5
Proposal No. 6

The Business Reports, the Consolidated Financial Statements and the Financial
Statements for the 197th Fiscal Term (from January 1, 2014 to December 31,2014), as well as the results of audits by the Accounting Auditor and Audit andSupervisory Board of the Consolidated Financial Statements
Appropriation of Surplus
Share Consolidation
Partial Amendments to the Articles of Incorporation
Election of Nine (9) Directors
Election of Three (3) Audit and Supervisory Board Members
Election of One (1) Substitute Audit and Supervisory Board Member-1-Guide to Exercise of Voting Rights

Please exercise your VOTING RIGHTS, i.e., your rights
to participate in the management of the Company.

Voting rights are important rights of shareholders to participate in the management of the Company.
Voting rights can be exercised in the following ways.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders.

 If you are attending the General Meeting of Shareholders
Date/time of convocation of the General Meeting of Shareholders
10:00 a.m., Thursday, March 26, 2015
Please present the enclosed Voting Rights Exercise Form at the reception desk of the venue.
Please bring this booklet with you for your reference.
If you wish to exercise your voting rights by proxy, you may appoint one other shareholder who owns theCompany’s voting shares as your proxy; in such case, however, the submission of a document proving yourauthorization of said shareholder as your proxy is required.

 If you cannot attend the General Meeting of Shareholders- Exercise of voting rights in writing (by postal mail) Exercise deadline
Form must arrive by 5:30 p.m., Wednesday, March 25, 2015
Please return the enclosed Voting Rights Exercise Form indicating your approval or disapproval of the proposal
to be made at the above meeting, so that the Company receives it by the exercise deadline.
- Exercise of voting rights by electromagnetic means (via the Internet, etc.) Exercise deadline
5:30 p.m., Wednesday, March 25, 2015
Please access the designated website (http://www.it-soukai.com/) provided for exercising your voting rights andfollow the instructions on the screen to indicate your approval or disapproval of the proposal.
In the event that you exercise your voting rights in duplicate by electromagnetic means (via the Internet, etc.) andby returning the Voting Rights Exercise Form, those votes cast via the Internet, etc. shall be deemed effective. In
the event that you exercise your voting rights more than once via the Internet, etc., the last cast vote shall bedeemed effective.

- Of the documents that should be attached to this Notice, the Notes to Consolidated Financial Statements in theConsolidated Financial Statements and Notes to Non-Consolidated Financial Statements in the Financial
Statements are posted on our website (http://www.tatemono.com/ir/) in accordance with the laws and Article
16 of the Articles of Incorporation of the Company, and not included in the Attached Documents Related toMatters to be Reported. The Notes to Consolidated Financial Statements and the Notes to Non-Consolidated
Financial Statements have been audited as part of the Consolidated and Non-Consolidated Financial
Statements when the Audit Report was prepared by the Audit and Supervisory Board Members andAccounting Auditors.
- After preparation of this document, in the event that changes are made to any of the Reference Documents for
the General Meeting of Shareholders, Business Report, or Consolidated and Non-Consolidated Financial
Statements, the amended documents will be posted on our website mentioned above.
- The voting results on the resolutions of this General Meeting of Shareholders shall be posted on our website
mentioned above.

-2-

Reference Documents for General Meeting of Shareholders
Proposal and references
Proposal No. 1:
Appropriation of Surplus
As for the business performance for the term, there was a significant increase in profit due to such factors as thetransfer of assets held by the Company. However, the following year-end dividends for the term are proposed inorder to recover the owners’ equity impaired by the recording of loss in the financial results for the fiscal year
ended December 31, 2011 and enhance the financial position of the Company.
Year-end dividends:(1)
Type of property dividend: Cash
(2)
Details of the allotment of property dividend:¥3 per share of the Company’s common stock
Total amount:¥1,297,718,790
As a result, the annual dividend is ¥6 per share, including the interim dividend of ¥3 per share.
(3)
Date on which dividends from surplus become effective: March 27, 2015

-3-

Proposal No. 2:
Share Consolidation
1. Reasons Why Share Consolidation is Required
Securities exchanges nationwide have announced the “Action Plan for Consolidating Trading Units”, aiming at
consolidating trading units of common stocks of domestic companies listed on securities exchanges nationwide to
100 shares. The Company respects the objective of the Action Plan as a company listed on the Tokyo Stock
Exchange, and has decided to change the trading unit of its stocks to 100 shares, and execute share consolidation
for the purpose of adjusting the investment units to an appropriate level in consideration of such factors as thefluctuations in share prices in medium- to long-term.
2. Type and Ratio of Shares to be Consolidated
It is proposed that the common stock of the Company be consolidated at a ratio of one share for every two shares,
conditional upon the approval and passage of Proposal No.3 “Partial Amendments to the Articles of Incorporation”
as proposed.
If any fractions of less than one share arises as a result of the share consolidation, the fractional shares will bedisposed of by sale or purchased by the Company as treasury stock collectively, and the proceeds will be
distributed to the shareholders holding such fractional shares in proportion to the fractions attributed to thempursuant to the provisions of the Companies Act.
3. Date on which share consolidation becomes effective:
July 1, 2015
4. Other
It is proposed that other necessary procedural matters be left entirely up to the Board of Directors.

-4-

Proposal No. 3: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1)
Conditional upon the approval and passage of Proposal No.2 “Share Consolidation” as proposed, thenumber of shares authorized will be changed from eight hundred million (800,000,000) shares to four
hundred million (400,000,000) shares according to the ratio of share consolidation (1/2) in order toadjust the number of shares authorized, and the share unit will be changed from one thousand (1,000)
shares to one hundred (100) shares in order to change the trading unit of the Company’s stock to one
hundred (100) shares.
(Proposed amendments to Articles 6 and 8)
A supplementary provision shall be established to make the amendments come into effect on July 1,
2015—the day on which the share consolidation is to become effective—and this supplementaryprovision shall be deleted on said date.
(2)

To prepare for any shortage in the number of Audit and Supervisory Board Members from the number
provided for in laws and regulations, new provisions on Substitute Audit and Supervisory Board
Members will be established to set the effective period of the resolution to elect a Substitute Audit andSupervisory Board Member to four (4) years, and to clarify the term of office in cases where a
Substitute Audit and Supervisory Board Member is appointed to Audit and Supervisory Board Member.
(Proposed amendments to Article 30, paragraphs 2 and 3)-5-

2. Details of the Amendments
The Company’s Articles of Incorporation are proposed to be amended as follows:(Underlined parts are amended.)
Proposed Amendments

Existing Articles of Incorporation(Number of Shares Authorized)
Article 6. The number of shares authorized to beissued by the Company shall be eight hundred
million (800,000,000) shares.
(Share Unit)
Article 8. The share unit of the Company shall be one
thousand (1,000) shares.
(Term of Office)
Article 30(Omitted)(New)

2. The term of office of an Audit and Supervisory
Board Member who has been elected as the substitutefor an Audit and Supervisory Board Member who
retired from office before the expiration of his/herterm of office shall continue until the expiration of theterm of office of the Audit and Supervisory Board
Member who retired from office.

(New)(Number of Shares Authorized)
Article 6. The number of shares authorized to be issued
by the Company shall be four hundred million(400,000,000) shares.
(Share Unit)
Article 8. The share unit of the Company shall be one
hundred (100) shares.
(Term of Office)
Article 30.
(Unchanged)
2. The effective period of the resolution to elect a
Substitute Audit and Supervisory Board Member
elected pursuant to the provision of Article 329,
paragraph 2 of the Companies Act shall be until thecommencement of the Ordinary General Meeting of
Shareholders for the last fiscal year which ends withinfour (4) years from the time of his/her election.
3. The term of office of an Audit and Supervisory
Board Member who has been elected as the substitutefor an Audit and Supervisory Board Member who
retired from office before the expiration of his/her termof office shall continue until the expiration of the termof office of the Audit and Supervisory Board Member
who retired from office; provided, however, that if the
Substitute Audit and Supervisory Board Member
elected pursuant to the provision of the preceding
paragraph is appointed to Audit and Supervisory Board
Member, the term of office of said Audit andSupervisory Board Member may not continue beyond
the conclusion of the Ordinary General Meeting of
Shareholders for the last fiscal year which ends withinfour (4) years from the time of his/her election as
Substitute Audit and Supervisory Board Member.
(Supplementary Provision)
The amendments to Articles 6 and 8 shall come into
effect on July 1, 2015. This Supplementary Provision
shall be deleted when the aforementioned amendments
come into effect.

-6-

Proposal No. 4:
Election of Nine (9) Directors
The term of office of all seven (7) Directors of the Company will expire upon the conclusion of this Ordinary
General Meeting of Shareholders.
Accordingly, it is proposed that two (2) external Directors be added in order to further enhance the management
supervisory functions, and that the following nine (9) nominees be elected as Directors.
The nominees for Directors are as follows.
Brief personal profile, title, responsibility and managementFor
positions with companies other than the Company
reappointment
1
April 1969
Joined the Company
March 1995
Director and General Manager of Corporate Planning Department of
the Company
Number of the
March 1999
Managing Director, and General Manager of Corporate Planning
Company’s shares
Department and International Office of the Company
held: 135,000
March 2003
Senior Managing Director, and Representative Director responsible
for Personnel Department (co-assignment), General Affairs
Served as Director for
Department, Fukuoka Branch; Head of Investment Business
20 yearsDevelopment Division; and Head of Urban Development Division,of the Company
Attended 13 out 13
March 2006
President and Representative Director of the Company
meetings of Board of February 2012 Chairman and Director of the Company
Directors in fiscal(to the present)
term ended Dec. 31,
2014 (100%)
Note: No conflict of interest exists between the Company and the nominee for Director.

No.

Name
(Date of birth)
Makoto Hatanaka(July 2, 1945)-7-

Brief personal profile, title, responsibility and managementFor
positions with companies other than the Company
reappointment
2
July 1971
Joined The Fuji Bank, Limited
June 1998
Director and General Manager of Public Affairs Department at Head
Office of The Fuji Bank, Limited
Number of theAugust 2000 Executive Managing Officer, and Head of Public Sector and Finance
Company’s sharesGroup as well as of Settlement and Technology Group of The Fuji
held: 76,000
Bank, Limited
April 2002
Audit and Supervisory Board Member of Mizuho Bank, Ltd.
Served as Director for March 2003
Managing Director responsible for Corporate Communications &12 yearsInvestor Relations Department, Finance & Accounting Department,
Information Systems Department, and Appraisal Department; andAttended 13 out 13
General Manager of Finance & Accounting Department, of themeetings of Board ofCompany
Directors in fiscal March 2006
Senior Managing Director, and Representative Director responsible
term ended Dec. 31,
for Executive Secretariat Department, Personnel Department, and2014 (100%)
General Affairs Department; and Division Director of Properties
Management Business Division, of the Company
January 2009 Senior Managing Director, and Representative Director responsible
for Compliance Department, Executive Secretariat Department,
Personnel Department, General Affairs Department; and Division
Director of Properties Management Business Division, of theCompany
March 2010
Vice President, and Representative Director responsible forCompliance Department, Executive Secretariat Department,
Personnel Department, General Affairs Department; and Division
Director of Properties Management Business Division, of theCompany
June 2010
Vice President, Assistant to the President and Representative
Director responsible for Compliance Department, Executive
Secretariat Department, Personnel Department and General Affairs
Department of the Company
March 2011
Vice President, Assistant to the President and Representative
Director responsible for Compliance Department, Executive
Secretariat Department and Personnel Department of the Company
February 2012 President and Representative Director of the Company
March 2013
President and Chief Executive Officer, Representative Director, andDivision Director of International Business Division, of theCompany(to the present)
Note: No conflict of interest exists between the Company and the nominee for Director.

No.

Name
(Date of birth)
Hajime Sakuma(July 4, 1948)

-8-

No.
3

Name
(Date of birth)
Hisao Shibayama(June 2, 1953)

Brief personal profile, title, responsibility and managementFor
positions with companies other than the Company
reappointment
April 1977
Joined Tokai Kogyo Co., Ltd.
October 1987 Joined the Company
January 2002 General Manager of Kinshicho Project Promotion Department of the
Number of theCompany
Company’s shares
March 2005
Director, and General Manager of Urban Redevelopment Promotion
held: 20,000
Department of the Company
March 2008
Managing Director and Division Director of Residential
Served as Director for
Development Division (excluding Residential Management Business
10 years
Department and Detached House Development Department), of theCompany
Attended 13 out 13 March 2009Managing Director and Division Director of Residential
meetings of Board ofDevelopment Division of the Company
Directors in fiscal June 2010
Managing Director and Division Director of International Businessterm ended Dec. 31,
Division and Division Director of Residential Business Division, of
2014 (100%)
the Company
March 2012Managing Director and Division Director of Residential
Development Division of the Company
March 2013
Senior Executive Managing Officer, Director and Division Directorof Residential Development Division, of the Company(to the present)

Note: No conflict of interest exists between the Company and the nominee for Director.
Brief personal profile, title, responsibility and managementFor
positions with companies other than the Company
reappointment
4
April 1981
Joined the Company
March 2005
General Manager of Property Management Department of theCompany
Number of the
March 2008
Director, and General Manager of Property Planning Department ofCompany’s shares
the Company
held: 20,000
March 2011
Managing Director responsible for Kansai Branch and Kyushu
Branch, and Division Director of Commercial Properties Division ofServed as Director for
the Company
7 years
March 2012Managing Director and Division Directorof Commercial Properties Division of the Company
Attended 13 out 13 March 2013
Executive Managing Officer, Director responsible for Kansai
meetings of Board of
Branch, Sapporo Branch, Kyushu Branch and Nagoya Branch, andDirectors in fiscal
Division Director of Commercial Properties Division of theterm ended Dec. 31,
Company
2014 (100%)(to the present)
Note: No conflict of interest exists between the Company and the nominee for Director.

No.

Name
(Date of birth)
Hitoshi Nomura(October 10, 1958)

-9-

No.
5

Name
(Date of birth)
Masami Kamo
(September 9, 1961)

Brief personal profile, title, responsibility and managementFor
positions with companies other than the Company
reappointment
April 1984
Joined Fuji Bank, Limited.
October 2006 General Manager of Kitazawa Branch of Mizuho Bank, Ltd.

General Manager of Loan Business Development Department ofMizuho Bank, Ltd.
April 2010
General Manager of Wealth Marketing Department of Mizuho Bank,Ltd.
Managing Officer and General Manager of Wealth Marketing
Served as Director for April 2011
Department of Mizuho Bank, Ltd.
2 years
June 2011
Managing Officer and Councilor of Head Office of Mizuho Bank,
Attended 13 out 13Ltd.
meetings of Board of July 2011
Managing Officer and General Manager of Head Office No. 2 ofDirectors in fiscal
Mizuho Bank, Ltd.
term ended Dec. 31, October 2012 Managing Officer and General Manager of Tokyo Sales Department
2014 (100%)
No. 2 of Mizuho Bank, Ltd.
March 2013
Executive Managing Officer and Director responsible for Finance
Department, Accounting Department and Administration Service
Department, Division Director of Real Estate Solution Service
Division and General Manager of Finance Department, of theCompany
February 2014 Executive Managing Officer and Director responsible for Finance
Department, Accounting Department and Division Director of Real
Estate Solution Service Division and General Manager of Finance
Department, of the Company(to the present)
Note: No conflict of interest exists between the Company and the nominee for Director.
No.
6

Number of theCompany’s shares
held: 3,000

April 2008

Name
(Date of birth)

Brief personal profile, title, responsibility and management
positions with companies other than the Company

Kengo Fukui(August 1, 1957)

April 1982
October 2002
March 2008

Number of theCompany’s shares
held: 52,000

March 2011
March 2012
January 2013
March 2013

To be
newly
appointed

Joined the Company
General Manager of Fukuoka Branch of the Company
General Manager of Corporate Planning Department of theCompany
Director and General Manager of Corporate Planning Department of
the Company
Director and General Manager of Properties Leasing & Consulting
Department of the Company
Director and General Manager of Leasing & Consulting Departmentof the Company
Managing Officer and General Manager of Leasing & Consulting
Department of the Company(to the present)

Notes:
1. No conflict of interest exists between the Company and the nominee for Director.
2. Mr. Kengo Fukui retired from his position as Director of the Company upon conclusion of the 195th Ordinary
General Meeting of Shareholders held on March 28, 2013, following the introduction of the Managing Officer
system.

-10-

No.
7

Name
(Date of birth)
Kyonosuke Sasaki(August 1, 1944)
Number of theCompany’s shares
held: 0To be newly
appointed as
Brief personal profile, title, responsibility and management
external andpositions with companies other than the Company
independent
Officer
April 1968
Joined Ministry of International Trade and Industry
June 1993
Director-General of Tohoku Bureau of International Trade andIndustry
June 1994
Senior Executive Advisor of Japan Chain Stores Association
July 1998
Standing Advisor of Tohoku Electric Power Co., Inc.
June 1999
Director and General Manager of Management Administration
Department of Tohoku Electric Power Co., Inc.
June 2001
Managing Director and General Manager of Fukushima Branch
Office of Tohoku Electric Power Co., Inc.
June 2007
Director of Tohoku Electric Power Co., Inc. and Vice Chairman of
Tohoku Economic Federation
July 2009
Senior Executive Advisor of The Mechanical Social Systems
Foundation
June 2014
Executive Advisor of Associazione Italo-Giapponese(to the present)

Notes:
1. No conflict of interest exists between the Company and the nominee for Director.
2. Mr. Kyonosuke Sasaki is a nominee for external Director.
3. Mr. Kyonosuke Sasaki was selected as a nominee for external Director, on the basis of his considerable
experience and wide-ranging insight gained from having engaged in the government administration of
economy and industry as well as corporate management, which are expected to be reflected in the
management of the Company.
4. Should Mr. Kyonosuke Sasaki be elected, the Company plans to conclude a contract with him to limit his
liability for damages specified in Article 423, Paragraph 1 of the Companies Act, in accordance with theprovision in Article 427, Paragraph 1 of the Companies Act. The amount of the limit for the liability fordamages under this contract shall be the amount specified by laws and regulations.
5. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Kyonosuke Sasaki as aprospective independent director in compliance with TSE provisions.

-11-

No.
8

Name
(Date of birth)

Brief personal profile, title, responsibility and management
positions with companies other than the Company

Norimasa Kuroda(July 7, 1949)

April 1973
June 2001

Number of theCompany’s shares
held: 0To be newly
appointed asexternal andindependent
OfficerJoined The Fuji Bank, Limited
Managing Officer and Councilor of Head Office of The Fuji Bank,
LimitedApril 2002
Executive Managing Officer and Officer in charge of Sales ofMizuho Corporate Bank, Ltd.
April 2005
Managing Director and Officer overseeing International Banking
Unit of Mizuho Corporate Bank, Ltd.
April 2007
Vice President and Director of Mizuho Corporate Bank, Ltd.
April 2010
Advisor of Mizuho Trust & Banking Co., Ltd.
June 2010
Chairman and Director of Mizuho Trust & Banking Co., Ltd.
June 2010
External Audit and Supervisory Board Member of Marubeni
Corporation
April 2013
Standing Advisor of Mizuho Trust & Banking Co., Ltd.
June 2013
External Director of Sompo Japan Insurance Inc.
June 2014
External Director of NIPPONKOA Insurance Co., Ltd.
June 2014
External Audit and Supervisory Board Member of JTB Corp.
(to the present)
July 2014
Advisor of Marubeni Corporation(to the present)
September
External Director of Sompo Japan Nipponkoa Insurance Inc.
2014
(to the present)(Management positions with companies other than the Company)
External Audit and Supervisory Board Member of JTB Corp.
Advisor of Marubeni Corporation
External Director of Sompo Japan Nipponkoa Insurance Inc.

Notes:
1. No conflict of interest exists between the Company and the nominee for Director.
2. Mr. Norimasa Kuroda is a nominee for external Director.
3. Mr. Norimasa Kuroda was selected as a nominee for external Director, on the basis of his considerable
management experience and wide-ranging insight, which are expected to be reflected in the management of
the Company.
4. Should Mr. Norimasa Kuroda be elected, the Company plans to conclude a contract with him to limit his
liability for damages specified in Article 423, Paragraph 1 of the Companies Act, in accordance with theprovision in Article 427, Paragraph 1 of the Companies Act. The amount of the limit for the liability fordamages under this contract shall be the amount specified by laws and regulations.
5. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Norimasa Kuroda as aprospective independent director in compliance with TSE provisions.

-12-

No.
9

Name
(Date of birth)

Brief personal profile, title, responsibility and management
positions with companies other than the Company

Tatsuo Ogoshi(August 7, 1956)

April 1980
April 2007

Number of theCompany’s shares
held: 1,000

To be newly
appointed asexternal andindependent
OfficerJoined Yasuda Mutual Life Insurance Company
General Manager of Public and Corporate Market Department No. 3
of Meiji Yasuda Life Insurance Company
April 2010
General Manager of Product Department of Meiji Yasuda Life
Insurance Company
July 2010
Managing Officer and General Manager of Product Department of
Meiji Yasuda Life Insurance Company
April 2012Managing Officer of Meiji Yasuda Life Insurance Company
July 2012
Executive Managing Officer of Meiji Yasuda Life Insurance
Company(to the present)
March 2013
External Audit and Supervisory Board Member of the Company(to the present)(Management positions with companies other than the Company)
Executive Managing Officer of Meiji Yasuda Life Insurance Company

Notes:
1. No conflict of interest exists between the Company and the nominee for Director.
2. Mr. Tatsuo Ogoshi is a nominee for external Director.
3. Mr. Tatsuo Ogoshi was selected as a nominee for external Director, on the basis of his considerable
management experience and wide-ranging insight, which are expected to be reflected in the management of
the Company.
4. Mr. Tatsuo Ogoshi is currently an external Audit and Supervisory Board Member of the Company, and will
have served two (2) years as external Audit and Supervisory Board Member at the time of conclusion of thisOrdinary General Meeting of Shareholders. Mr. Tatsuo Ogoshi is expected to retire from his position as
external Audit and Supervisory Board Member of the Company upon conclusion of this Ordinary General
Meeting of Shareholders.
5. Should Mr. Tatsuo Ogoshi be elected, the Company plans to conclude a contract with him to limit his liability
for damages specified in Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in
Article 427, Paragraph 1 of the Companies Act. The amount of the limit for the liability for damages under thiscontract shall be the amount specified by laws and regulations.
6. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Tatsuo Ogoshi as aprospective independent director in compliance with TSE provisions.

-13-

Proposal No. 5:
Election of Three (3) Audit and Supervisory Board Members
The term of office of Audit and Supervisory Board Members Mr. Mitsuyoshi Toyama and Mr. Masahiro Uehara
will expire upon conclusion of this Ordinary General Meeting of Shareholders, and Audit and Supervisory Board
Member Mr. Tatsuo Ogoshi will resign upon conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, it is proposed the following three (3) nominees be elected as Audit and Supervisory Board Members.
Audit and Supervisory Board has consented to this proposal.
The nominees for Audit and Supervisory Board Members are as follows. Mr. Shuichi Hattori shall fill the positionof Mr. Tatsuo Ogoshi.
Brief personal profile, title and management positions withFor
companies other than the Company
reappointment
1
April 1974
Joined Yasuda Trust and Banking Company, Limited.
June 2000
Managing Officer, Deputy Division Director of Real Estate Division
and General Manager of Real Estate Planning Department of Yasuda
Number of theTrust and Banking Company, Limited.
Company’s shares
April 2002
Managing Officer, Deputy Division Director of Real Estate Division
held: 2,000
and General Manager of Real Estate Planning Department ofMizuho Asset Trust and Banking Co., Ltd.
Served as Audit andMarch 2003
Managing Officer, Deputy Division Director of Real Estate Division
Supervisory Board
and General Manager of Real Estate Planning Department ofMember for 2 years
Mizuho Trust & Banking Co., Ltd.
April 2004
Executive Managing Officer and Division Director of Real Estate
Attended 13 out 13
Division of Mizuho Trust & Banking Co., Ltd.
meetings of Board of June 2004
Managing Director, Executive Managing Officer and Division
Directors in fiscal
Director of Real Estate Division of Mizuho Trust & Banking Co.,
term ended Dec. 31,
Ltd.
2014 (100%)
April 2008
Representative Director, Vice President and Managing Officer ofMizuho Trust & Banking Co., Ltd.
Attended 15 out 16
April 2009
President and Representative Director of Mizuho Trust Realty Co.,
Audit and Supervisory
Ltd.
Board meetings inMarch 2010
External Audit and Supervisory Board Member of The Kyoto Hotel,
fiscal term ended Dec.
Ltd.
31, 2014 (94%)
March 2013
Full-time external Audit and Supervisory Board Member of theCompany(to the present)
Note: No conflict of interest exists between the Company and the nominee for Audit and Supervisory Board
Member.

No.

Name(Date of birth)
Mitsuyoshi Toyama(May 22, 1950)

-14-

No.
2

Name
(Date of birth)
Masahiro Uehara(April 8, 1946)
Number of theCompany’s shares
held: 0Served as Audit andSupervisory Board
Member for 1 year

To be reappointed asexternal and independent
Audit and Supervisory
Board Member
March 1975
Registered as a Certified Public Accountant
July 1984
Established Certified Public Accountant Office of Masahiro Uehara(to the present)
March 2014
External Audit and Supervisory Board Member of the Company(to the present)(Management positions with companies other than the Company)
Certified Public Accountant, Head of Uehara Certified Public Accountant Office
Brief personal profile, title and management
positions with companies other than the Company

Attended 10 out 10
meetings of Board of
Directors in fiscal
term ended Dec. 31,
2014 (100%)(since being appointed
in March 2014)
Attended 11 out 11
Audit and Supervisory
Board meetings infiscal term ended Dec.
31, 2014 (100%)(since being appointed
in March 2014)
Notes:
1. No conflict of interest exists between the Company and the nominee for Audit and Supervisory Board
Member.
2. Mr. Masahiro Uehara is a nominee for external Audit and Supervisory Board Member.
3. Although Mr. Masahiro Uehara has not been involved in company management in any way other than byserving as an external officer, he was selected as a nominee for external Audit and Supervisory Board Member,in the belief that his expertise, experience, etc. as a certified public accountant make him suitable for thisposition.
4. Mr. Masahiro Uehara is currently an external Audit and Supervisory Board Member of the Company and hewill have served for one (1) year since his appointment at the time of the conclusion of this Ordinary General
Meeting of Shareholders.
5. The Company has concluded a contract with Mr. Masahiro Uehara to limit his liability for damages specified
in Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in Article 427, Paragraph 1of the Companies Act. The amount of the limit for the liability for damage under this contract shall be theamount specified by laws and regulations. Should Mr. Masahiro Uehara be reelected, the Company plans tocontinue said contract with him.
6. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Masahiro Uehara as anindependent Audit and Supervisory Board Member in compliance with TSE provisions.

-15-

No.
3

Name
(Date of birth)

Brief personal profile, title and management
positions with companies other than the Company

To be newly appointed asexternal and independent
Audit and Supervisory
Board Member

Shuichi Hattori
April 1984
(November 25, 1953) July 1988
Number of theCompany’s shares
held: 0Registered as a lawyer
Established Hattori Law Firm (currently Hattori General Law Firm)(to the present)
June 2004
External Audit and Supervisory Board Member of USHIO INC.
(to the present)
April 2007
Lecturer (in charge of Financial Instruments and Exchange Act) at
Keio University Law School(to the present)
June 2007
External Audit and Supervisory Board Member of Pokka
Corporation
March 2009
External Audit and Supervisory Board Member of LOOKINCORPORATED(to the present)
January 2013 External Audit and Supervisory Board Member of POKKASAPPORO Food & Beverage Ltd.
(to the present)(Management positions with companies other than the Company)
Lawyer of Hattori General Law Firm
External Audit and Supervisory Board Member of USHIO INC.
External Audit and Supervisory Board Member of LOOK INCORPORATED
External Audit and Supervisory Board Member of POKKA SAPPORO Food &Beverage Ltd.

Notes:
1. No conflict of interest exists between the Company and the nominee for Audit and Supervisory Board
Member.
2. Mr. Shuichi Hattori is a nominee for external Audit and Supervisory Board Member.
3. Although Mr. Shuichi Hattori has not been involved in company management in any way other than byserving as an external officer, he was selected as a nominee for external Audit and Supervisory Board Member,in the belief that his expertise, experience, etc. as a lawyer make him suitable for this position.
4. Should Mr. Shuichi Hattori be elected, the Company plans to conclude a contract with him to limit his liability
for damages specified in Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in
Article 427, Paragraph 1 of the Companies Act. The amount of the limit for the liability for damages under thiscontract shall be the amount specified by laws and regulations.
5. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Shuichi Hattori as aprospective independent Audit and Supervisory Board Member in compliance with TSE provisions.
6. As Mr. Shuichi Hattori is to be elected to fill the position of a resigning Audit and Supervisory Board Member
in accordance with the provisions of the Company’s Articles of Incorporation, the term of office shall be thesame as the remaining term of office of the resigning Audit and Supervisory Board Member as follows:
Until the conclusion of the Ordinary General Meeting of Shareholders for the 198th Fiscal Term (from January
1, 2015 to December 31, 2015)-16-

Proposal No. 6:
Election of One (1) Substitute Audit and Supervisory Board Member
To prepare for any shortage in the number of Audit and Supervisory Board Members from the number provided
for in laws and regulations, it is proposed that one (1) Substitute Audit and Supervisory Board Member be electedin advance pursuant to the provision of Article 329, Paragraph 2 of the Companies Act.
It is also proposed that the election be made revocable by the resolution of the Board of Directors with the consent
of the Audit and Supervisory Board, provided that it takes place before his/her appointment.
The Audit and Supervisory Board has consented to this proposal.
The nominees for Substitute Audit and Supervisory Board Member is as follows.
Name
Brief personal profile, title and management positions with companies other than
(Date of birth)
the Company
Takao Yamaguchi
February 1985
Registered as a Certified Public Accountant(September 13, 1954) September 1987 Joined Yamaguchi Certified Public Accountant Office
Number of theCompany’s shares
held: 0January 1996

Head of Yamaguchi Certified Public Accountant Office(to the present)
June 2013
External Audit and Supervisory Board Member of SATOHOLDINGS CORPORATION(to the present)(Management positions with companies other than the Company)
Certified Public Accountant, Head of Yamaguchi Certified Public Accountant Office
External Audit and Supervisory Board Member of SATO HOLDINGSCORPORATION

Notes:
1. No conflict of interest exists between the Company and the nominee for Substitute Audit and Supervisory
Board Member.
2. Mr. Takao Yamaguchi is a nominee for substitute external Audit and Supervisory Board Member.
3. Although Mr. Takao Yamaguchi has not been involved in company management in any way other than byserving as an external officer, he was selected as a nominee for substitute external Audit and Supervisory
Board Member, in the belief that his expertise, experience etc. as a certified public accountant make him
suitable for this position.
4. Should Mr. Takao Yamaguchi be elected, the Company plans to conclude a contract with him to limit his
liability for damages specified in Article 423, Paragraph 1 of the Companies Act, in accordance with theprovision in Article 427, Paragraph 1 of the Companies Act. The amount of the limit for the liability fordamages under this contract shall be the amount specified by laws and regulations.
5. Mr. Takao Yamaguchi meets the requirements for independent Audit and Supervisory Board Member incompliance with Tokyo Stock Exchange, Inc. (TSE) provisions.

-17-Consolidated Balance Sheet(As of December 31, 2014)(Assets)
Item
Current assets
Cash
Notes and operating accounts
receivable
Marketable securities
Real estate for sale(Millions of yen)
(Liabilities)

Amount242,629
86,9085,867

Item
Current liabilities
Short-term borrowings
Current portion of bonds
Accounts payable, trade
Accrued income taxes
Provision for compensation forcompleted construction
Provision for bonuses
Provision for bonuses to directors

Amount237,336
151,597
33,760
6,645
1,628

10
32,702
945,262
517
Real estate for sale in progress
34,873
35
Real estate for development
4,223
Deferred income taxes
Deposits received under Real Estate
1,500
Specified Joint Enterprise Act
32,986
Other current assets(204)
41,643
Allowance for doubtful accounts
Other current liabilities
1,076,835 Long-term liabilities
776,320
Fixed assets
773,983
107,471
Bonds
Property and equipment
246,393451,926
Buildings and structures
Long-term debt
512,148
28,320Land
Deferred income taxes
Deferred income taxes on land
31,734
6,330
Construction in progress
revaluation
Provision for retirement benefits for
207
9,111
Other property and equipment
directors
112,582
291
Provision for environmental measures
Intangible and other assets
106,229
68,266
Leaseholds
Guarantee deposits received
6,353
9,982
Other intangible assets
Net defined benefit liability
190,269
Investments
Deposits received under Real Estate
66,986
Specified Joint Enterprise Act
121,418
Investment securities
9,223
Investments in silent partnerships
11,133
Other long-term liabilities
69
Long-term loans
2,350 Total Liabilities
Deferred income taxes
1,013,657
21,081(Net Assets)
Guarantee deposits paid
1,834 Shareholders’ equity
206,918
Net defined benefit asset
34,344
Other investments
92,451
Capital stock(52)
Allowance for doubtful accounts
Capital surplus
63,43253,446
Retained earnings(2,411)
Treasury stock
Accumulated other comprehensive
78,905incomeValuation difference on available-for-sale51,034securities(326)
Deferred gains or losses on hedges
20,957
Revaluation reserve for land
6,278
Foreign currency translation adjustments
960
Remeasurements of defined benefit plans
19,984
Minority interests
305,808
Total Net Assets
Total Assets
1,319,465 Total Liabilities and Net Assets
1,319,465
Note: Figures less than a million are rounded down.

-18-

Consolidated Statement of Income(From January 1, 2014 to December 31, 2014)(Millions of yen)AmountItem
Revenue from operations

237,049

Cost of revenue

180,696

Gross profit

56,353

Selling, general and administrative expenses

25,793Operating income

30,559Non-operating income
Interest and dividend income

1,054

Equity in earnings of affiliated companies

276

Other non-operating income

607

1,937

Non-operating expenses
Interest expense

11,990Borrowing fee

1,984

Bond issuance cost

71

Dividends paid under Real Estate Specified Joint Enterprise Act

892

Other non-operating expenses

240

Ordinary income

15,17917,317Extraordinary income
Gain on sales of fixed assets

132,762

Gain on sales of investment securities

13

Gain on sales of investments in capital

1,846

Gain on sales of investments in silent partnerships

579

Gain on negative goodwill

7,092

Compensation income

143

142,438

Extraordinary loss
Loss on sales and disposal of fixed assets

136

Loss on redemption of investment securities

300

Write-down of investment securities

4,217

Impairment loss

6,878

Loss on change in equity754

Fee for advanced repayment of borrowings

5,139

Income before income taxes

17,427
142,328

Current income taxes

6,231

Deferred income taxes

2,733

8,965

Income before minority interests

133,363

Gain on minority interests

50,419Net Income
Note: Figures less than a million are rounded down.

82,944-19-

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2014 to December 31, 2014)(Millions of yen)
Shareholders’ equity

Balance at beginning of thecurrent term
Changes in items during theterm
Dividends from surplus
Net income
Reversal of revaluation
reserve for land
Acquisition of treasury
stock
Disposal of treasury stock
Change of scope of
consolidation
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes
during the term
Balance at end of the current
term

Capital stock

Capital surplus

92,451

63,432Retainedearnings

Treasury stock

Total
shareholders’equity(2,375)172,098

18,590(3,423)82,944(3,423)82,944(8,159)(8,159)
(36)

(36)

0

0

0
(36,504)(36,504)--

034,856(36)

34,82092,451

63,43253,446(2,411)

206,918

Accumulated other comprehensive income
Total
Valuation
Foreign
Deferred gains
Remeasurements accumulateddifference on
Revaluation
currency
otheror losses onof defined
available-forreserve for land translation
comprehensive
hedgesbenefit plansadjustments
sale securities
incomeBalance at beginning of the
56,589(308)
current term
Changes in items during theterm
Dividends from surplus
Net income
Reversal of revaluation
reserve for land
Acquisition of treasury
stock
Disposal of treasury stock
Change of scope of(458)
consolidation
Net amount of changes in
items other than
(5,555)441
shareholders’ equity
Total amount of changes(5,555)(17)during the term
Balance at end of the current
51,034(326)
term
Note: Figures less than a million are rounded down.

16,161

5,919-

78,362

Minority Total net
interests
assets11,815262,276-(3,423)82,944-(8,159)

-

(36)

-

0

(458)

37,307344(29,139) (28,137)

4,795

359

960

1,001

4,795

359

960

542

8,168

43,531

20,957

6,278

960

78,90519,984

305,808-20-

Non-Consolidated Balance Sheet(As of December 31, 2014)(Millions of yen)
(Assets)
Item
Current assets
Cash
Accounts receivable, trade
Investments in silent partnerships ofsubsidiaries and affiliates
Real estate for sale
Real estate for sale in progress
Real estate for development
Advance payments, trade
Advance expenses
Deferred income taxes
Short-term loans receivable
Other current assets
Allowance for doubtful accounts
Fixed assets
Property and equipment
Buildings
Structures
Machinery and equipment
VehiclesFurniture and equipment
Land
Lease assets(Liabilities)
Amount186,316
47,976
5,964

Item
Current liabilities
Short-term borrowings
Current portion of bonds

Amount132,975
68,081
30,000557

Accounts payable, trade

4,529

9,768
45,29934,880
820
1,868
1,154
14,14824,059Accrued expenses
Accrued income taxes
Advances received
Deposits received
Provision for bonuses

5,952
512
10,974
11,110131

Deposits received under Real EstateSpecified Joint Enterprise Act

1,500

Other current liabilities
Long-term liabilities
(182)
Bonds
733,717Long-term debt
445,516
Deferred income taxes
108,927
Deferred income taxes on land
revaluation
1,869
679
0
509
328,079
16

Construction in progress
Intangible and other assets
Leaseholds
Other intangible assets
Investments
Investment securities
Shares and investments in subsidiaries
and affiliates
Investments in other securities ofaffiliated companies

5,434
14,812
14,78032
273,388
95,051

Investments in silent partnerships

2,434

Investments in silent partnerships ofsubsidiaries and affiliates
Long-term loans to subsidiaries andaffiliates
Guarantee deposits paid

43,54534,40786,82818,110183
501,144
104,000
202,592
20,851
31,734

Accrued severance indemnities

6,191

Provision for environmental measures
Guarantee deposits received
Deposits received under Real EstateSpecified Joint Enterprise Act
Other long-term liabilities
Total Liabilities(Net Assets)
Shareholders’ equity
Capital stock
Capital surplus
Legal capital reserve
Other capital surplus
Retained earnings
Other retained earnings(Reserve for reduction entry ofproperty replacement)(Retained earnings brought
forward)Treasury stock

267
62,41013,097

Valuation and translation adjustments
Valuation difference on
5,542
Other investments
available-for-sale securities(2,917)
Allowance for doubtful accounts
Deferred gains or losses on hedges(22,712)
Allowance for investment losses
Revaluation reserve for land
Total Net Assets
920,033 Total Liabilities and Net Assets
Total Assets
Note: Figures less than a million are rounded down.

-21-

68,9104,186
634,119
217,447
92,451
63,207
63,207
062,16362,163
4,937
57,225(375)
68,467
47,836(326)
20,957285,914920,033

Non-Consolidated Statement of Income(From January 1, 2014 to December 31, 2014)(Millions of yen)AmountItem
Revenue from operations
Revenue from building business
Revenue from residential business
Revenue from other businesses

128,150
70,398
1,221

199,769

Cost of revenue
Cost of building business
Cost of residential business
Cost of other businesses

38,95558,091660

97,707Gross profit

102,061

Selling, general and administrative expenses

15,356

Operating income

86,705Non-operating income
Interest and dividend income
Other non-operating income

2,087
313

2,401

Non-operating expenses
Interest expense
Borrowing fee
Bond issuance cost
Dividends paid under Real Estate Specified Joint Enterprise Act
Provision for allowance for doubtful accounts
Other non-operating expenses

5,994
855
71
920
491
11

8,345

Ordinary income

80,760Extraordinary income
Gain on sales of fixed assets
Gain on sales of investments in subsidiaries and affiliates
Gain on liquidation of subsidiaries and affiliates
Gain on redemption of securities of subsidiaries and affiliates
Reversal of allowance for investment loss
Extraordinary loss
Loss on sales of fixed assets
Loss on disposal of fixed assets
Loss on redemption of investments in silent partnerships ofsubsidiaries and affiliates
Write-down of securities of subsidiaries and affiliates
Impairment loss

44
1,639
2,709
120
3,743

8,257

1,039
75
7,776
7,900
2,535

Income before income taxes

19,327
69,690Current income taxes
Deferred income taxes

4,133
2,158

Net Income
Note: Figures less than a million are rounded down.

-22-

6,291
63,398

Non-Consolidated Statement of Changes in Shareholders' Equity(From January 1, 2014 to December 31, 2014)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance at beginning of thecurrent term
Changes in items during theterm
Dividends from surplus
Net income
Reversal of revaluation
reserve for land
Acquisition of treasury
stock
Disposal of treasury stock
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes
during the term
Balance at end of the current
term

Retained earnings
Other retained earnings
Reserve for
Retained
reduction
earnings
entry ofbrought
property
forwardreplacement

Capital
stock

Legal
capitalreserve

Other
Capitalsurplus

Total
Capitalsurplus92,451

63,207

063,207

0

0

4,937

Total
retainedearnings

5,446

10,384(3,460)63,398(3,460)63,398(8,159)(8,159)

-

-

0

0

-

51,77851,77892,451

63,207

063,207

4,937

57,22562,163

Shareholders’ equity

Valuation and translation adjustments

Valuation
Total
Treasury shareholders’difference onstockavailable-forequity
sale securities

Balance at beginning of the(338)
165,704
current term
Changes in items during theterm
Dividends from surplus(3,460)Net income
63,398
Reversal of revaluation(8,159)reserve for land
Acquisition of treasury
(36)
(36)
stock
Disposal of treasury stock00
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes(36)
51,742during the term
Balance at end of the current(375)
217,447
term
Note: Figures less than a million are rounded down.

52,646

Deferred
gains orlosses onhedges(308)

Revaluation Total valuation
reserve for and translation
land
adjustments

16,161

Total net
assets

68,500234,204-(3,460)63,398-(8,159)

-

(36)

-

0

(4,810)

(17)

4,795

(32)

(32)

(4,810)

(17)

4,795

(32)

51,70947,836(326)

20,957

68,467285,914-23-