Ticker symbol 8830
June 7, 2017
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
84th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 84th Ordinary General Meeting of Shareholders 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 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 Wednesday, June 28, 2017.
Particulars
1. Date and Time: 10:00 a.m. on Thursday, June 29, 2017
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 Report forConsolidated Financial Statements by Accounting Auditor and the Board ofStatutory Auditors for the 84th fiscal year (from April 1, 2016 to March 31, 2017)
2. Financial Statements for the 84th fiscal year (from April 1, 2016 to March 31, 2017)
Matters to be resolved:
Agenda 1. Appropriation of Retained Earnings
Agenda 2. Election of 12 Directors of the Company

1Agenda 3. Election of 1 Statutory Auditor
Agenda 4. Election of 1 Substitute Statutory Auditor

If attending the meeting, you are kindly requested to submit the enclosed Form for theExercise of Voting Rights to a receptionist.
Any modification on this notice of the 84th 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 stabledividends first and the repletion of retained earnings required for the long-termand stable growth of business.
For this fiscal year, reflecting the fact that the ordinary profit reached a record
high for the fourth year in a row, we would like to propose that the year-end cash
dividends for the 84th fiscal year be 13 yen per share, which is 2 yen increase
from the amount of those paid in the previous fiscal year.
Accordingly, the total dividends for this fiscal year, including the interim
dividends of 11 yen per share, will be 24 yen per share, which is 2 yen increase
from 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
amountDividends of 13 yen per share of common stock of the Company
The aggregate amount: 6,161,541,204 yen(3) The effective date of the appropriation of retained earnings
June 30, 2017

3Agenda 2.

Election of 12 Directors of the Company

The term of office of all 12 directors will expire upon the conclusion of thisshareholders’ meeting. We ask you to vote for the appointment of 12 directors for theirreelection.
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)

Joined Sumitomo Coal

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

DirectorJune 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

Joined the Company

OnoderaJune 1998

Director(February

June 2001

Managing Director4, 1947)

April 2004

Director, Senior Executive

20,000OfficerJune 2005

Executive Managing Director

June 2007

Director - President

June 2013

Director - Deputy Chairman ofthe Board (present)

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Kojun

April 1984

Joined the Company

NishimaApril 2004

Executive Officer(March 6,April 2007

Managing Executive Officer1961)

April 2009

Head of Residential Business

6,000

Division
June 2009

Director

September 2009 Head of Building Development
Division
June 2010

Executive Managing Director(present)

June 2013

Director - President (present)

May 2017

Head of Building Development
Division (present)

4

NobuakiApril 1981

Joined the Company

Takemura

April 2004

Executive Officer(FebruaryApril 2007

Managing Executive Officer13, 1959)

June 2008

DirectorOctober 2008

Head of Finance and Accounting

17,000

Division
June 2010

Executive Managing Director(present)

October 2012

Head of Business Management
Division

June 2013

Director -Deputy President(present)

March 2016

Head of Management Division(present)

55Masato

April 1983

Joined the Company

Kobayashi

April 2004

Executive Officer(June 14,April 2007

Managing Executive Officer1960)

April 2009

Head of Site Acquisition Division

June 2009

Director

June 2010

Executive Managing Director

11,000(present)
August 2010

Head of Residential BusinessDivision

June 2013

Director - Deputy President(present)

February 2014

Head of Site Acquisition Divisionin the Metropolitan Area

March 2016Head of the Building
Development Division, Head ofthe Urban Property Development
Division

September 2016 Head of the Building
Development Division

66Hiroshi

April 1984

Joined the Company

KatoApril 2000

General Manager of Related(August 1,5,000

Businesses 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 2013

Head of Assets Development
Division

June 2013

Director (present)

June 2015

Director of Sumitomo Real
Estate Sales Co., Ltd. (present)

March 2016

Head of Residential Business
Division of the Company

September 2016 Head of the ShinchikuSokkurisan Business Division(present)(Important Concurrent)
Director of Sumitomo Real Estate Sales Co., Ltd.

7

7Masumi

April 1984

Joined the Company

Aoki

April 2002

General Manager of Tokyo Site

(November

Acquisition Planning16, 1961)

Department No. 2, Residential

3,000

Business Division
May 2005

Executive Officer – General
Manager of Site Acquisition No.
3, Tokyo Metropolitan Area
Business Department, Urban
Property Development Division

April 2007

Branch Manager of Kansai
Branch, Urban Property
Development Division

April 2010

Deputy Head of Site Acquisition
Division

April 2013

Deputy Head of Residential
Business Division

January 2014

Head of Residential Business
DivisionMay 2016

Deputy Head of Residential
Business Division

June 2016

Director (present)

September 2016 Head of Residential Business
Division (present)8

8

Yoshiyuki

April 1985

Joined the Company

Odai

April 2005

Executive Officer(June 9,April 2010

Head of Residential Business1961)

12,000

Division
November 2010 Head of Corporate Planning
Division
June 2011

Director (present)

November 2011 Head of Finance and Accounting
DivisionJanuary 2014

Executive Managing Director,
Head of Overseas Business
Division

March 2016

General Manager of Planning
Department, ManagementDivision

November 2016 General Manager of Finance andAccounting Department,
Management Division (present)

99Koji ItoApril 1984

Joined 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 General
Affairs Department

June 2015

Director of Sumitomo Real
Estate Sales Co., Ltd. (present)

March 2016

Head of Housing Renovation
Division of the Company

September 2016 General Manager of Human
Resources Development
Department, ManagementDivision
April 2017

General Manager of General
Affairs Department,
Management Division (present)(Important Concurrent)
Director of Sumitomo Real Estate Sales Co., Ltd.

10

10Toshikazu

April 1983

Joined the Company

TanakaApril 2000

General Manager of Central(April 8,

Operation Department, Building

1960)

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 Related Businesses
Division

September 2011 Head of Housing Renovation
Division
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 ofSumitomo Real Estate Sales Co., Ltd.
11

Hiromasa

April 1960

Yonekura

Joined Sumitomo Chemical Co.,

0Ltd.

(March 31,June 2000

President1937)

April 2009

Chairman

May 2010

Chairman of KEIDANREN

June 2014

Honorary Chairman ofKEIDANREN (present)Counselor of Sumitomo
Chemical Co., Ltd. (present)

June 2015

Director of the Company(present)(Important Concurrents)
Honorary Chairman of KEIDANREN
Counselor of Sumitomo Chemical Co., Ltd.

11

12

ShoichiApril 1963

Abbe

Joined The Sumitomo Warehouse

0Co., Ltd.

(SeptemberJune 1994

Director20, 1940)

June 1997

Executive Managing Director Managing Director

June 2000

Executive Managing Director President

June 2010

President - Executive Officer

June 2013

Statutory Auditor of theCompany

June 2015

Executive Managing Director –Chairman of the Board of The
Sumitomo Warehouse Co., Ltd.
(present)

June 2015

Director of the Company(present)(Important Concurrent)
Executive Managing Director – Chairman of theBoard 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 Yonekuraand 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 Company has registered Mr. Hiromasa Yonekura and Mr. Shoichi Abbe
as independent officers with the Tokyo Stock Exchange, Inc.
(3) The term of office of Mr. Hiromasa Yonekura and Mr. Shoichi Abbe as outside
corporate directors of the Company will reach 2 years upon the conclusion ofthis shareholders’ meeting.
(4) There are business relations (realty rental transactions etc.) between The
Sumitomo Warehouse Co., Ltd., of which Mr. Shoichi Abbe is Executive
Managing Director – Chairman of the Board 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 a liability limitation agreement with Mr.
Hiromasa Yonekura and Mr. Shoichi Abbe in accordance with the applicablelaws and regulations and the articles of incorporation. Under the agreement,Mr. Hiromasa Yonekura and Mr. Shoichi Abbe’s liability is limited to theminimum limit of liability stipulated by law.

12

Agenda 3.

Election of 1 Statutory Auditor

The term of office of statutory auditor Tadashi Kitamura will expire upon theconclusion of this shareholders’ meeting. We ask you to vote for the appointment of 1statutory auditor for his reelection. The board of statutory auditors has consented tothis agenda.
Candidate for Statutory Auditor:
NameCareer summaries, positions at the Company andNumber(Date of Birth)

important concurrent offices with other companies

company
shares held

Tadashi

April 1971

Joined the Company

Kitamura

April 1996

General Manager of Building(May 25, 1943)

22,000Engineering Department,
Building Development Division
October 1998

Deputy Head of Construction &Engineering Division, Deputy
Head of Building Development
Division

June 1999

President of Sumitomo Fudosan
Fitness Co., Ltd.

April 2000

General Manager of Building
Engineering Department,
Construction & Engineering
Division of the Company

November 2001 General Manager of Product
Planning Administration
Department, Engineering
Development Division
June 2002Fulltime Statutory Auditor(present)

Note: There is no special conflict of interest between the Candidate and the Company.

13ofAgenda 4.

Election of 1 Substitute Statutory Auditor

The number of outside statutory auditors of the Company is 2. We ask you to vote forthe appointment of 1 substitute statutory auditor, to provide for the case where thenumber of incumbent auditors becomes less than the number stipulated in laws andregulations. The board of statutory auditors has consented to this agenda.
Candidate for Substitute Statutory Auditor:NameCareer summaries, positions at the Company andNumber(Date of Birth)

important concurrent offices with other companies

company
shares held

Kozo Uno

August 1963

(July 3, 1933)

Registered as certified public0accountant
July 1969

Senior Partner of the auditing
corporation Asahi & Co. (CurrentlyKPMG AZSA LLC)

April 1974

Registered as certified tax
accountant

May 1974

Founded Uno Kozo Certified
Public Accountant Office (present)

October 1993

Vice President of Asahi & Co
(Currently KPMG AZSA LLC)

May 1997

President of Asahi & Co

May 1999

Chairman of Asahi & Co

May 2001

Retired from Asahi & Co

Notes: (1) Mr. Kozo Uno is a candidate for substitute outside statutory auditor. You
are kindly requested to elect Mr. Kozo Uno, based on the judgment that he isappropriate as substitute outside statutory auditor of the Company since hehas expertise, rich experience and wide discernment as certified public
accountant and certified tax accountant.
(2) There is no special conflict of interest between Mr. Kozo Uno and theCompany(3) In case Mr. Kozo Uno’s election is approved and he assumes office as an
outside statutory auditor, the Company will enter into a liability limitationagreement with him in accordance with the applicable laws and regulations andthe articles of incorporation. Under the agreement, Mr. Kozo Uno’s liability islimited to the minimum limit of liability stipulated by law.

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