[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In all cases,
the Japanese-language original shall prevail.

Securities Code: 3289
June 6, 2014
Dear Shareholders:

Kiyoshi Kanazashi
President and Representative Director

Tokyu Fudosan Holdings Corporation
Dogenzaka 1-21-2, Shibuya-ku, Tokyo, Japan

Notice of Convocationof the 1st Ordinary General Meeting of Shareholders
You are cordially invited to attend the 1st Ordinary General Meeting of Shareholders of Tokyu FudosanHoldings Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person on the day of the meeting, you may exercise yourvoting rights by either of the methods below. Please review the Reference Documents for the General
Meeting of Shareholders attached hereto, and exercise your voting rights by 6:00 p.m., Japan
Standard Time, on Wednesday, June 25, 2014.

Exercise of voting rights by mail:Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise
Form and send it to the Company to arrive no later than the deadline indicated above.
Exercise of voting rights via the Internet:
Please access the dedicated voting website (http://www.web54.net) designated by the Company(Japanese only), follow the directions on the screen, and input approval or disapproval of each proposal
no later than the deadline indicated above.

1. Date and Time: Thursday, June 26, 2014, at 10:00 a.m.
(The reception desk will open at 9:00 a.m. [scheduled] )2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Board of Corporate Auditors for the 1stfiscal year (from April 1, 2013 to March 31, 2014)
Note: The 1st business year of the Company (from October 1, 2013 to March 31, 2014) differs fromthe fiscal year under review (from April 1, 2013 to March 31, 2014).
2. Non-consolidated Financial Statements for the 1st fiscal year (from October 1, 2013 to March 31,2014)-1-Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Election of nine (9) Directors
Proposal No. 3: Election of two (2) Statutory Auditors
Proposal No. 4: Decision of amounts of remunerations, etc. to Directors and Statutory Auditors

When you attend the meeting in person on the day of the meeting, please submit the enclosed Voting Rights
Exercise Form at the reception counter.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company’s basic policy is to pay dividends to shareholders with due consideration of funding needs
for prospective business expansion including medium to long term developments after comprehensively
taking into account such factors as business performance and future business environment.
Under this policy, considering the fact that the Company has achieved the previous medium-term
management plan “Value Innovation 2013” (FY2011-FY2013), the Company proposes the year-end
dividends as follows:
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and its total amount4.50 yen per common share of the Company
Total amount of dividends:

2,752,710,669 yen

3. Effective date of dividends from surplus
June 27, 2014

-3-Proposal No. 2: Election of nine (9) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all
Directors will expire. Accordingly, the Company proposes to elect nine (9) Directors, decreasing thenumber of Directors by four (4) in order to achieve management efficiency through expeditious decision
making.
The candidates for Directors are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Apr.

1965
1992
1996
1999
2000
2001
2002

Jun. 2002
Jun. 2002
Apr. 2004
1

Masatake Ueki
(February 17, 1942)

Apr. 2008
Apr. 2008
Oct. 2013
Apr. 2014

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
Director, Tokyu Livable, Inc.
President & CEO, and Managing Officer, Tokyu Land
Corporation
Director, Tokyu Community Corporation (current)
Director, Tokyu Hands, Inc. (current)
President and Representative Director, and Executive Officer,
Tokyu Land Corporation
Chairman of the Board & CEO, Tokyu Land Corporation
Chairman of the Board, Tokyu Livable, Inc. (current)
Chairman of the Board and Chief Executive Officer, theCompany (current)
Director and Corporate Advisor, Tokyu Land Corporation(current)

Number of theCompany’s
shares owned

130,832(Significant concurrent positions outside the Company)
Director and Corporate Advisor, Tokyu Land Corporation
Outside Director, Tokyu Community Corporation
Outside Director and Chairman of the Board, Tokyu Livable, Inc.
Outside Director, Tokyu Hands, Inc.
Outside Statutory Auditor, TOKYU RECREATION CO., LTD.
Chairman, Real Estate Fair Trade Council of Federation
Chairman, Real Estate Fair Trade Council
Apr.
Jun.
Jun.
Apr.

1968
1998
2000
2002

Apr. 2004
Apr. 2006

2Kiyoshi Kanazashi(August 2, 1945)

Apr.
Jun.
Jun.
Jun.
Oct.
Apr.

2008
2008
2009
2009
2013
2014

Apr. 2014

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director and Managing Officer, Tokyu
Land Corporation
Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Director and Executive Vice President, Tokyu Land
Corporation
President & CEO, Tokyu Land Corporation
Director, Tokyu Hands, Inc. (current)
Director, Tokyu Community Corporation (current)
Director, Tokyu Livable, Inc. (current)
President and Representative Director, the Company
President and Representative Director, and Executive Officer,
the Company (current)
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation (current)(Significant concurrent positions outside the Company)
Chairman of the Board & Chief Executive Officer, Tokyu Land
Corporation
Outside Director, Tokyu Corporation
Outside Director, Tokyu Community Corporation
Outside Director, Tokyu Livable, Inc.
Outside Director, Tokyu Hands, Inc.

-4-58,092

CandidateNo.

3Name(Date of birth)

Yoshihiro Nakajima(July 3, 1948)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1971 Joined Tokyu Land Corporation
Jun. 1998 Director, Tokyu Land Corporation
Apr. 2002 Managing Director and Managing Officer, Tokyu Land
Corporation
Apr. 2004 Director and Executive Managing Officer, Tokyu Land
Corporation
Apr. 2006 Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Apr. 2008 Director and Executive Vice President, Tokyu Land
Corporation
Jun. 2008 Auditor, Tokyu Livable, Inc.
Apr. 2011 Director, Tokyu Land Corporation (current)
Apr. 2011 Executive Vice President, Tokyu Livable, Inc.
Jun. 2011 Director, Tokyu Community Corporation (current)
Jun. 2011 President & CEO, Tokyu Livable, Inc. (current)
Oct. 2013 Director, the Company
Apr. 2014 Director, Executive Vice President, the Company (current)
Apr. 2014 President and Representative Director, Tokyu Housing Lease
Corporation (current)

Number of theCompany’s
shares owned

62,454(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.
President and Representative Director, Tokyu Housing Lease Corporation
Director, Tokyu Land Corporation
Outside Director, Tokyu Community Corporation
Apr.
Apr.
Jun.
Apr.

1974200220042006Apr. 2008
Apr. 2011
4Oct. 2013
Ushio Okamoto
Feb. 2014(September 15, 1949)
Apr. 2014
Apr. 2014
Apr. 2014
Apr. 2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Director and Managing Officer Tokyu Land Corporation
Director and Executive Managing Officer, Tokyu Land
Corporation
Director and Senior Executive Managing Officer, Tokyu
Land Corporation
Director and Executive Vice President, Tokyu Land
Corporation
Director, the Company
Director, Tokyu Community Corporation
Director and Executive Vice President, the Company(current)
President & CEO, Tokyu Community Corporation (current)
Director, Tokyu Land Corporation (current)
Director, Tokyu Livable, Inc. (current)33,700(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation
Director, Tokyu Land Corporation
Outside Director, Tokyu Livable, Inc.
Apr.
Apr.
Apr.
Jun.

1981
2008
2011
2011

Oct. 2013
Apr. 2014
5Toshiyuki Saegusa(August 25, 1958)

Apr. 2014
Apr. 2014
Apr. 2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Land Corporation
Director and Executive Managing Officer, Tokyu Land
CorporationDirector, the Company
Director and Executive Vice President, the Company(current)
President & CEO, Tokyu Land Corporation (current)
Director, Tokyu Community Corporation (current)
Director, Tokyu Livable, Inc. (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation
Outside Director, Tokyu Community Corporation
Outside Director, Tokyu Livable, Inc.

-5-16,000

Candidate
No.

6Name
(Date of birth)

Yuji Ohkuma(August 3, 1958)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Apr.
Jun.
Oct.
Apr.

1982
2008
2011
2013
2014

Apr.
Apr.
Apr.
Apr.

2014
2014
2014
2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Director and Managing Officer, Tokyu Land Corporation
Director, the CompanyDirector and Senior Executive Managing Officer, theCompany (current)
Director, Tokyu Land Corporation (current)
Director, Tokyu Community Corporation (current)
Director, Tokyu Livable, Inc. (current)
Director, Tokyu Hands, Inc. (current)

Number of theCompany’s
shares owned

5,400(Significant concurrent positions outside the Company)
Director, Tokyu Land Corporation
Outside Director, Tokyu Community Corporation
Outside Director, Tokyu Livable, Inc.
Outside Director, Tokyu Hands, Inc.
Apr.
Jun.
Jan.
Jun.
Jun.
Jun.

71971
2007
2008
2008
2008
2010

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Director, Tokyu Community Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
Hirofumi Nomoto
Apr. 2011 President and Representative Director, Tokyu Corporation(September 27, 1947)(current)
Jun. 2011 Director, Tokyu Land Corporation
Oct. 2013 Director, the Company (current)

32,424(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Corporation
Outside Director, TOKYU RECREATION CO., LTD.

8Apr. 1970 Joined the Dai-ichi Mutual Life Insurance Company(currently the Dai-ichi Life Insurance Company, Limited)
Jul. 1996 Director, the Dai-ichi Mutual Life Insurance Company
Apr. 1999 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Jun. 2001 Statutory Auditor, Tokyu Land Corporation
Apr. 2004 Senior Managing Director, the Dai-ichi Mutual Life
Insurance Company
Jul. 2004 Director and Senior Managing Executive Officer, the Dai-ichi
Mutual Life Insurance Company*Koichi Iki
Apr. 2006 Representative Director and Senior Managing Executive(September 6, 1947)
Officer, the Dai-ichi Mutual Life Insurance Company
Apr. 2007 Representative Director and Vice President, the Dai-ichi
Mutual Life Insurance Company
Apr. 2008 Advisor, THE DAI-ICHI BUILDING CO., LTD.
Jun. 2008 President and Representative Director, THE DAI-ICHI
BUILDING CO., LTD.
Jun. 2009 Chairman, DIAM Co., Ltd. (current)(Significant concurrent positions outside the Company)
Chairman, DIAM Co., Ltd.

-6-0

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Apr.
Feb.
Jun.
Apr.
Jul.

9

*Shinji Sakaki(January 23, 1957)

1980
2006
2007
2007
2008
2008

Apr. 2010
Jun. 2010
Apr. 2011
Apr. 2014

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Hands, Inc.
Director and Executive Managing Officer, Tokyu Hands, Inc.
Group Managing Officer, Tokyu Land Corporation
Director and Senior Executive Managing Officer, TokyuHands, Inc.
Group Senior Managing Officer, Tokyu Land Corporation
Representative Director and Senior Executive ManagingOfficer, Tokyu Hands, Inc.
President & CEO, Tokyu Hands, Inc. (current)
Senior Executive Managing Officer, the Company (current)

Number of theCompany’s
shares owned

10,000(Significant concurrent positions outside the Company)
President & CEO, Tokyu Hands, Inc.
Notes: 1. Candidates marked with “*” are new candidates for Directors.
2. No special interests exist between the Company and each candidate for Directors.
3. Mr. Koichi Iki is a candidate for an Outside Director.
4. The Company proposes that Mr. Koichi Iki be elected as an Outside Director in the hope that he will continue toutilize his extensive experience as the chairman of DIAM Co., Ltd. as well as the former executive officer at theDai-ichi Mutual Life Insurance Company (currently the Dai-ichi Life Insurance Company, Limited) and broad
expertise for the management of the Company.
5. If Mr. Koichi Iki is elected as an Outside Director, in accordance with Article 427, Paragraph 1 of the Companies
Act, the Company intends to enter into an agreement with him to the effect that the extent of liability provided forin Article 423, Paragraph 1 of the Companies Act shall be limited to the minimum amount stipulated in Article 425,
Paragraph 1 of the Companies Act.

-7-

Proposal No. 3: Election of two (2) Statutory Auditors
Statutory Auditor Eiji Futami resigned on March 31, 2014 and Statutory Auditor Isao Adachi will resign
at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes
to elect two (2) Statutory Auditors as the substitutes.
The Company has obtained the consent of the Board of Corporate Auditors with respect to thesubmission of this proposal.
The candidates for Statutory Auditors are as follows:
CandidateNo.

1Name(Date of birth)*Kazuto Nakajima(February 16, 1954)

Career summary, position at the Company, and significant concurrent
positions outside the Company
Apr. 1976 Joined Tokyu Land Corporation
Sep. 2007 General Manager of Appraisal Service Department, AssetManagement Division, Tokyu Land Corporation
Jun. 2011 Statutory Auditor, Tokyu Community Corporation (current)
Apr. 2014 Statutory Auditor, Tokyu Land Corporation (current)
Apr. 2014 Statutory Auditor, Tokyu Livable, Inc. (current)
Apr. 2014 Statutory Auditor, Tokyu Hands, Inc. (current)

Number of theCompany’s
shares owned

17,641(Significant concurrent positions outside the Company)
Statutory Auditor, Tokyu Land Corporation
Outside Statutory Auditor, Tokyu Community Corporation
Outside Statutory Auditor, Tokyu Livable, Inc.
Outside Statutory Auditor, Tokyu Hands, Inc.

2

*Toshio Imamura(April 14, 1951)

Apr.
Jun.
Jun.
Apr.
Apr.

1974
20072008
2011
2014

Joined Tokyu CorporationDirector, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Executive Vice President and Representative Director, Tokyu
Corporation (current)

3,043(Significant concurrent positions outside the Company)
Executive Vice President and Representative Director, Tokyu Corporation
Notes: 1. Candidates marked with “*” are new candidates for Statutory Auditors.
2. No special interests exist between the Company and each candidate for Statutory Auditors.
3. Mr. Toshio Imamura is a candidate for an Outside Statutory Auditor.
4. The Company proposes that Mr. Toshio Imamura be elected as an Outside Statutory Auditor in the hope that hewill continue to utilize his extensive experience as the Executive Vice President & Representative Director ofTokyu Corporation, one of the Company’s major shareholders and the core company of the Tokyu Group, andbroad expertise for the auditing of the Company.
5. If Mr. Toshio Imamura is elected as an Outside Statutory Auditor, in accordance with Article 427, Paragraph 1 of
the Companies Act, the Company intends to enter into an agreement with him to the effect that the extent ofliability provided for in Article 423, Paragraph 1 of the Companies Act shall be limited to the minimum amountstipulated in Article 425, Paragraph 1 of the Companies Act.

-8-Proposal No. 4:

Decision of amounts of remunerations, etc. to Directors and Statutory Auditors

For the amounts of remunerations, etc. to Directors and Statutory Auditors of the Company, Article 2 of
the Supplementary Provisions of the Articles of Incorporation of the Company provides that the amountof remunerations, etc. to Directors shall be within 450 million yen in total for about 9 months from theestablishment date of the Company to the conclusion of the first Ordinary General Meeting ofShareholders, and that to Statutory Auditors shall be within 90 million yen in total for theaforementioned period. Therefore, it is necessary to revise the amounts of remunerations, etc. toDirectors and Statutory Auditors of the Company after this Ordinary General Meeting of Shareholders.
With due consideration of the factors such as the economic conditions, the Company proposes that theamount of remunerations, etc. after the conclusion of this Ordinary General Meeting of Shareholders toDirectors be within 600 million yen per year, and that to Statutory Auditors be within 120 million yenper year. The amount of remunerations, etc. to Directors excludes the employee salaries paid to Directors
who concurrently serve as employees.
Currently, the number of Directors is thirteen (13) and the number of Statutory Auditors is three (3) (thenumber of Outside Statutory Auditors is three (3)). If Proposal No. 2 and 3 are approved as originallyproposed, the number of Directors will decrease to nine (9) (including one (1) Outside Director) and thenumber of Statutory Auditors will increase to four (4) (including three (3) Outside Statutory Auditors).

-9-