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 4, 2020
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 87TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 87th Ordinary General Meeting of Shareholders of Sumitomo Realty & Development
Co., Ltd. (the “Company”) will be held as stated below. Your attendance is respectfully requested.
In the event that you are unable to attend, you can exercise your voting rights with the appropriate form. You arerequested to review the attached Reference Documents for General Meeting of Shareholders and indicate yourapproval 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, 2020.
Particulars
1. Date and Time: 10:00 a.m. on Friday, June 26, 2020
2. Place:
Bellesalle Shinjuku Central Park, Sumitomo Fudosan Shinjuku Central Park Building 1F
6-13-1 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 87th fiscal year (from April 1, 2019 to March 31, 2020) by Accounting Auditor and theBoard of Statutory Auditors
2. Financial Statements for the 87th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Agenda 1.
Appropriation of Retained Earnings
Agenda 2.
Partial Amendment to the Articles of Incorporation
Agenda 3.
Election of One Statutory Auditor
Agenda 4.
Election of One Substitute Statutory Auditor
If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.
If any matter is found to be modified in this notice of the 87th Ordinary General Meeting of Shareholders and/or accompanying Reference
Documents for General Meeting of Shareholders until the day before the meeting, it will be notified by mail or posted on the Company
website. (http://www.sumitomo-rd.co.jp/)-1-REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1.

Appropriation of Retained Earnings

The Company’s basic policy of profit distribution is to ensure prioritization of investment in rental buildings in orderto enhance the long-term revenue base and a “sustainable increase on dividend payments” in line with profit growth.
In the fiscal year under review, with vacancy rates of existing buildings decreasing to historic lows, rents increasing
continuously, and so forth, the Leasing Business continued to perform strongly. Accordingly, although the Company
had planned to pay the annual dividends of 32 yen (interim dividends of 16 yen, year-end dividends of 16 yen), wewould like to propose to increase the year-end dividends by 3 yen to 19 yen per share as indicated in “NoticeConcerning Revision of Year-End Dividend Forecast” dated February 13, 2020.
As a result, the annual dividends per share for this fiscal year, including the interim dividends of 16 yen per share,
will be 35 yen, which is 5 yen higher than the amount of those paid in the previous fiscal year.

Matters concerning year-end dividends(1) Type of dividends
Cash(2) Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 19 yen per share of common stock of the CompanyThe aggregate amount: 9,004,851,963 yen(3) The effective date of the appropriation of retained earnings
June 29, 2020-2-

Agenda 2.

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment
The Company has been providing security guard services on an individual case basis as part of the building
management service contracts with management associations of redevelopment buildings, etc. Reflecting theincrease of the number of contracted buildings, the Company will add this service as a business purpose.
2. Details of the amendment
Details of the amendment are as follows:(Underlined portions indicate the proposed amendment.)
Current Articles of Incorporation

Proposed Amendment

Chapter I
General Provisions

Chapter I
General Provisions(Purpose)(Purpose)
Article 2.
Article 2.
The purpose of the Company shall be to engage in the following The purpose of the Company shall be to engage in the following
business activities:business activities:
1 – 22 (Unchanged)
1 – 22 (Omitted)(Newly established)
23The operating of a security guard business based on
the provisions of the Security Services Act.
23All business incidental or related to the preceding
items
24(Unchanged)-3-Agenda 3.

Election of One Statutory Auditor

The term of office of statutory auditor Takaaki Ono will expire upon the conclusion of this meeting. Accordingly, wepropose the election of one statutory auditor. The board of statutory auditors has consented to this agenda.
Candidate for statutory auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrentpositions outside the Company
June 1976
June 1977
June 1990

Chiyono Terada(January 8, 1947)

Notes:

1.

2.
3.
4.
5.

Founded Art Hikkoshi Center
Established Art Hikkoshi Center Co., Ltd.,
President and CEO
Changed company name to Art Corporation,
President and CEO
President and CEO of Art Group Holdings (present)
Chairperson Emeritus of Art Corporation (present)

Number of theCompany’s shares
heldApr. 2018
0Dec. 2019
(Significant concurrent positions outside the Company)
President and CEO of Art Group Holdings
Chairperson Emeritus of Art Corporation
External Board member of Daikin Industries, Ltd.
Ms. Chiyono Terada is a candidate for outside statutory auditor. The Company proposes the election of her, based on thejudgment that she is qualified for outside statutory auditor of the Company since she has rich experience and wide
discernment as a manager.
There is no special interest between the candidate and the Company.
Although the Company has a business relationship for consigned moving services, etc. with Art Corporation where thecandidate serves as Chairperson Emeritus, the amount of the transactions is insignificant.
The Company has registered her as an independent officer with Tokyo Stock Exchange, Inc.
If her election is approved, the Company will enter into a limited liability agreement with her in accordance with laws andregulations and the articles of incorporation. Under the agreement, her liability is limited to the minimum limit stipulated
by laws and regulations.

-4-Agenda 4.

Election of One Substitute Statutory Auditor

The number of outside statutory auditors of the Company is two upon the approval of Agenda 3. The Company
requests approval for the election of one substitute statutory auditor to be ready to fill a vacant position should thenumber of outside statutory auditors fall below the number required by laws and regulations. The board of statutory
auditors has consented to this agenda.
Candidate for substitute statutory auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Aug. 1963
July 1969

Notes:

Number of theCompany’s shares
held

Registered as certified public accountant
Senior Partner of the auditing corporation Asahi & Co.
(Currently KPMG AZSA LLC)
Apr. 1974
Registered as certified tax accountant
May 1974
Founded Uno Kozo Certified Public Accountant
Kozo Uno
Office (present)0(July 3, 1933)
Oct. 1993
Vice President of Asahi & Co (Currently KPMG
AZSA LLC)
May 1997
President of Asahi & CoMay 1999
Chairman of Asahi & Co
May 2001
Retired from Asahi & Co
1. Mr. Kozo Uno is a candidate for substitute outside statutory auditor. The Company proposes the election of him, based on
the judgment that he is qualified for substitute outside statutory auditor of the Company since he has expertise, richexperience and wide discernment as certified public accountant and certified tax accountant.
2. There is no special interest between the candidate and the Company.
3. If this agenda is approved and he assumes office as an outside statutory auditor, the Company will register him as anindependent officer with Tokyo Stock Exchange, Inc.
4. If this agenda is approved and he assumes office as an outside statutory auditor, the Company will enter into a limited
liability agreement with him in accordance with laws and regulations and the articles of incorporation. Under theagreement, his liability is limited to the minimum limit stipulated by laws and regulations.

-5-