[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 8, 2015
Dear Shareholders:

Yuji Ohkuma
President and Representative Director

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

Notice of Convocationof the 2nd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 2nd Ordinary General Meeting of Shareholders of Tokyu Fudosan
Holdings 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 24, 2015.

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 25, 2015, 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, Japan

3. 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 2nd
fiscal year (from April 1, 2014 to March 31, 2015)
2. Non-consolidated Financial Statements for the 2nd fiscal year (from April 1, 2014 to March 31, 2015)-1-

Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Partial amendments to the Articles of Incorporation
Proposal No. 3: Election of ten (10) Directors
Proposal No. 4: Election of one (1) Statutory Auditor
Proposal No. 5: Election of one (1) substitute Statutory Auditor

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.

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Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies. Ourbasic policy is to determine the distribution of profits targeting a payout ratio of 25% or more,comprehensively taking into consideration our business results and the future business environment aswell as the capital requirements for medium- and long-term business development, etc., while
maintaining a stable dividend policy under the medium and long-term management plan “Value Frontier
2020.”
Under this policy, 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 amount5.00 yen per common share of the Company
Total amount of dividends:

3,043,857,770 yen

3. Effective date of dividends from surplus
June 26, 2015
Proposal No. 2: Partial amendments to the Articles of Incorporation
1. Reasons for amendments
To provide for a case in which the number of Statutory Auditors falls short of the number stipulated
by laws and regulations, the Company proposes that provisions relating to substitute Statutory
Auditors be newly established.
2. Details of amendments
The details of the amendments are as follows:(Underlined portions are proposed to be amended.)
Current Articles of Incorporation

Proposed amendments

Article 1 to Article 35 (Omitted)(Newly established)

Article 1 to Article 35 (Same as the present)(Substitute Statutory Auditors)
Article 36
1. The Company may elect substitute Statutory Auditors
to provide for a case in which the number of Statutory
Auditors falls short of the number stipulated by laws
and regulations.
2. Concerning the validity requirement for resolutions toelect a substitute Statutory Auditor, Article 29,
Paragraph 2 shall be applied.
3. If a substitute Statutory Auditor elected pursuant toParagraph 1 assumes office as Statutory Auditor, theterm of office of the Statutory Auditor shall be theremainder of the term of office of his/her predecessor.
4. The effectiveness of election of a substitute Statutory
Auditor shall expire at the opening of the first ordinary
general meeting of shareholders held after the election.
Article 37 to Article 43 (Same as the present)

Article 36 to Article 42 (Omitted)-3-

Proposal No. 3: Election of ten (10) 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 ten (10) Directors, increasing thenumber of Directors by two (2) in order to provide supplementation of Directors in case of mid-term
resignation as well as to strengthen management structure.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

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

1968
1998
2000
2002

Apr. 2004
Apr. 2006
Apr.
Jun.
Jun.
Jun.
Oct.
Apr.
1

Kiyoshi Kanazashi(August 2, 1945)

2008
2008
2009
2009
2013
2014

Apr. 2014
Apr. 2015
Apr. 2015
Apr. 2015

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.
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
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation (current)
Chairman of the Board and Chief Executive Officer, theCompany (current)
Chairman, Tokyu Hands, Inc. (current)
Director, Tokyu Housing Lease Corporation (current)

Number of theCompany’s
shares owned

59,921(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, Chairman, Tokyu Hands, Inc.
Outside Director, Tokyu Housing Lease Corporation
Outside Statutory Auditor, TOKYU RECREATION CO., LTD.

2

Yuji Ohkuma(August 3, 1958)

Apr.
Apr.
Jun.
Oct.
Apr.

1982
2008
2011
2013
2014

Apr.
Apr.
Apr.
Apr.
Apr.

2014
2014
2014
2014
2015

Apr. 2015

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Director and Managing Officer, Tokyu Land Corporation
Director, the Company
Director and Senior Executive Managing Officer, theCompany
Director, Tokyu Land Corporation (current)
Director, Tokyu Community Corporation (current)
Director, Tokyu Livable, Inc. (current)
Director, Tokyu Hands, Inc. (current)
President and Representative Director, and Executive Officer,
the Company (current)
Director, Tokyu Housing Lease Corporation (current)(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.
Outside Statutory Auditor, Tokyu Housing Lease Corporation

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9,300

Candidate
No.

Name
(Date of birth)

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

1974
2002
2004
2006

Apr. 2008
Apr. 2011
3

Ushio Okamoto
Oct. 2013(September 15, 1949)
Feb. 2014
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
Director, Tokyu Livable, Inc.

Number of theCompany’s
shares owned

34,600(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation
Apr.
Apr.
Feb.
Jun.
Apr.
Jul.

1980
2006
2007
2007
2008
2008

Apr. 2010
Jun. 2010
4

Shinji Sakaki(January 23, 1957)

Apr. 2011
Apr. 2014
Jun. 2014
Feb. 2015
Apr. 2015
Apr. 2015
Apr. 2015

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, Tokyu
Hands, Inc.
Group Senior Managing Officer, Tokyu Land Corporation
Representative Director and Senior Executive Managing
Officer, Tokyu Hands, Inc.
President & CEO, Tokyu Hands, Inc.
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director, Tokyu Livable, Inc.
Director and Executive Vice President, the Company(current)
President & CEO, Tokyu Livable, Inc. (current)
Director, Tokyu Hands, Inc. (current)

10,000(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.
Director, Tokyu Hands, Inc.
Apr.
Apr.
Apr.
Jun.

5

1982
2008
2011
2011

Oct. 2013
Hitoshi Uemura
Apr. 2014(November 10, 1959)
Apr. 2015
Apr. 2015
May 2015

Joined Tokyu Land Corporation
Managing Officer, Tokyu Land Corporation
Executive Managing Officer, Tokyu Land Corporation
Director and Executive Managing Officer, Tokyu Land
Corporation
Director, the Company
Representative Director and Executive Vice President, Tokyu
Land Corporation
Managing Officer, the Company
President & CEO, Tokyu Land Corporation (current)
Executive Vice President, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation

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9,100

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Dec. 1982
Jun. 2003
Jun. 2005
Jun. 2007
Apr. 2011

6Oct. 2013
Toshihiko Kitagawa Apr. 2014
(May 21, 1957)
Oct. 2014
Oct. 2014
Oct. 2014
Apr. 2015

Joined Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Director and Managing Officer, Tokyu Livable, Inc.
Director and Executive Managing Officer, Tokyu Livable,
Inc.
Director and Senior Executive Managing Officer, Tokyu
Livable, Inc.
Director, the Company
Director, Executive Vice President, Tokyu Livable, Inc.
Director, Tokyu Livable, Inc.
Senior Executive Managing Officer, the Company (current)
President and Representative Director, Tokyu Housing Lease
Corporation
President & CEO, Tokyu Housing Lease Corporation(current)

Number of theCompany’s
shares owned

57,582(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Housing Lease Corporation
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Apr.

1965
1992
1996
1999
2000
2001
2002

Jun. 2002
Jun. 2002
Apr. 2004
7

Masatake Ueki
Apr. 2008(February 17, 1942)
Apr. 2008
Oct. 2013
Apr. 2014
Apr. 2015

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
Director, Tokyu Hands, Inc.
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.
Chairman of the Board and Chief Executive Officer, theCompany
Director and Corporate Advisor, Tokyu Land Corporation(current)
Director and Executive Advisor, the Company (current)(Significant concurrent positions outside the Company)
Director and Corporate Advisor, Tokyu Land Corporation
Chairman, Real Estate Fair Trade Council
Chairman, Real Estate Fair Trade Council of Federation
Chairman, Federation of Fair Trade Conferences-6-132,901

Candidate
No.

8

Name
(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
Oct. 2006 President & CEO, Tokyu Hands, Inc.
Apr. 2008 Director and Executive Vice President, Tokyu Land
Corporation
Jun. 2008 Auditor, Tokyu Livable, Inc.
Apr. 2011 Director, Tokyu Land Corporation
Apr. 2011 Executive Vice President, Tokyu Livable, Inc.
Jun. 2011 Director, Tokyu Community Corporation
Jun. 2011 President & CEO, Tokyu Livable, Inc.
Oct. 2013 Director, the Company
Apr. 2014 Director and Executive Vice President, the Company
Apr. 2014 President and Representative Director, Tokyu Housing Lease
Corporation
Oct. 2014 Chairman, Tokyu Housing Lease Corporation (current)
Apr. 2015 Director, the Company (current)
Apr. 2015 Chairman, Tokyu Livable, Inc. (current)

Number of theCompany’s
shares owned

64,654(Significant concurrent positions outside the Company)
Chairman, Tokyu Livable, Inc.
Chairman, Tokyu Housing Lease Corporation
Apr.
Jun.
Jan.
Jun.
Jun.
Jun.

9

1971
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)(Significant concurrent positions outside the Company)
President and Representative Director, Tokyu Corporation
Outside Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.

-7-32,524

Candidate
No.

10

Name
(Date of birth)

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

Apr. 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
Koichi Iki
Jul. 2004 Director and Senior Managing Executive Officer, the Dai-ichi(September 6, 1947)
Mutual Life Insurance Company
Apr. 2006 Representative Director and Senior Managing Executive
Officer, the Dai-ichi Mutual Life Insurance Company
Apr. 2007 Representative Director and Vice President, the Dai-ichi
Attendance to the
Mutual Life Insurance Company (Retired in March 2008)
meetings of theApr. 2008 Advisor, THE DAI-ICHI BUILDING CO., LTD.
Board of Directors
Jun. 2008 President and Representative Director, THE DAI-ICHI
11/11 (100%)
BUILDING CO., LTD.
Jun. 2009 Chairman, DIAM Co., Ltd.
Jun. 2014 Director, the Company (current)
Jul. 2014 Representative Director, TOHO KINZOKU CO., LTD.
(current)

Number of theCompany’s
shares owned

0(Significant concurrent positions outside the Company)
Representative Director, TOHO KINZOKU CO., LTD.
Notes: 1. No special interests exist between the Company and each candidate for Directors.
2. Mr. Koichi Iki is a candidate for an Outside Director. The Company has registered him with Tokyo Stock
Exchange as an independent officer.
3. 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 Representative Director of TOHO KINZOKU CO., LTD. as well as the former
executive officer at the Dai-ichi Mutual Life Insurance Company (currently the Dai-ichi Life Insurance Company,
Limited) and broad expertise for the management of the Company. Upon the conclusion of this Ordinary General
Meeting of Shareholders, he will have served 1 year as Outside Director of the Company.
4. While serving as Director of the Company, Mr. Koichi Iki was a member on a committee that investigated media
coverage of a former Director of the Company by a certain weekly magazine, and he expressed his opinions
concerning the need for further promotion and strengthening of compliance awareness aimed at ensuring thecompany executives and employees do not repeat similar improprieties in the future.
5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Koichi Iki to the effect that the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies
Act. If his reappointment is approved, the Company plans to continue the aforementioned agreement to limit
liability with him.

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Proposal No. 4: Election of one (1) Statutory Auditor
Statutory Auditor Tadashi Kawai will resign at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes to elect one (1) Statutory Auditor as the substitute.
The Company has obtained the consent of the Board of Corporate Auditors with respect to thesubmission of this proposal.
The candidate for Statutory Auditor is as follows:
Name(Date of birth)

Career summary and position

Apr. 1973 Joined Sumitomo Mitsui Trust Bank, Limited
Jun. 1999 Director, Sumitomo Mitsui Trust Bank, Limited
Apr. 2000 Executive Officer, The Chuo Mitsui Trust and Banking
Company, Limited
Feb. 2002 Executive Managing Officer, The Chuo Mitsui Trust andBanking Company, Limited
Jul. 2005 Executive Managing Officer, Mitsui Trust Holdings, Inc.
May 2006 Senior Managing Officer, The Chuo Mitsui Trust andBanking Company, Limited
Ken Sumida
Jun. 2006 Senior Managing Director, Mitsui Trust Holdings, Inc.
(December 28, 1950)
Oct. 2007 Senior Managing Director, Chuo Mitsui Trust Holdings, Inc.
Jun. 2010 Managing Director, Chuo Mitsui Trust Holdings, Inc.
Jun. 2010 President, Chuo Mitsui Asset Trust and Banking Company,
Limited (Retired in March 2012)
Apr. 2012 Chairman, Sanshin Shinko Co., Ltd.
Oct. 2012 Chairman, Sansen Trust Insurance Service Co., Ltd.
Jun. 2013 Statutory Auditor, Mitsui Direct General Insurance Company,
Limited (current)
Jul. 2014 Advisor, Sansen Trust Insurance Service Co., Ltd. (current)
Note: No special interests exist between the Company and the candidate for Statutory Auditor.

-9-

Number of theCompany’s
shares owned

0Proposal No. 5: Election of one (1) substitute Statutory Auditor
To provide for a case in which the number of Statutory Auditors falls short of the number stipulated bylaws and regulations, the Company proposes to elect one (1) substitute Statutory Auditor on condition
that Proposal No. 2 is approved and adopted.
The Company has obtained the consent of the Board of Corporate Auditors with respect to thesubmission of this proposal.
The candidate for substitute Statutory Auditor is as follows:
Name(Date of birth)

Katsunori Takechi(January 11, 1971)

Career summary, position, and significant concurrent positions outside theCompany
Apr. 2000 Public prosecutor, Civil Affairs Bureau, the Ministry ofJusticeAug. 2003 Assistant judge, Tokyo District Court
Oct. 2003 Registered as attorney at law
Oct. 2003 Joined Anderson Mori & Tomotsune
Jan. 2006 Partner, Anderson Mori & Tomotsune
Nov. 2006 Partner, Kataoka & Kobayashi
Jul. 2011 Established Takechi & Partners (current)

Number of theCompany’s
shares owned

0(Significant concurrent positions outside the Company)
Corporate Auditor, DIC Corporation
Notes: 1. No special interests exist between the Company and the candidate for substitute Statutory Auditor.
2. Mr. Katsunori Takechi is a candidate for a substitute Outside Statutory Auditor. If he assumes the office of Outside
Statutory Auditor, the Company intends to register him with Tokyo Stock Exchange as an independent officer.
3. The Company proposes Mr. Katsunori Takechi as a candidate for Statutory Auditor so that his expert insight as an
attorney at law and his extensive experience in corporate legal affairs may be reflected in the surveillance systemof the Company. There is no legal advisory contract between the Company and him. In addition to his
aforementioned expert insight and experience as an attorney at law, he engages in tax accountancy services as ataxation-bureau-notified certified tax accountant pursuant to Article 51 of the Certified Tax Accountant Act, and hepossesses considerable insight related to finance and accounting. Thus the Company judges that he is able toappropriately perform duties as an Outside Statutory Auditor of the Company.
4. If Mr. Katsunori Takechi assumes the office of 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 theextent of liability provided for in 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.

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