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 5, 2018
To Those Shareholders with Voting Rights:
Hitoshi Nomura
Representative Director,
President and Chief Executive Officer
Tokyo Tatemono Co., Ltd.
9-9 Yaesu 1-Chome, Chuo-ku, TokyoNOTICE OF THE 200th ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 200th Ordinary General Meeting of Shareholders of Tokyo Tatemono Co.,
Ltd. (hereinafter “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., Tuesday, March 27, 2018, by either one of
the following methods indicated on next page.
1. Date and Time:

10:00 a.m., Wednesday, March 28, 2018 (Reception starts at 9:00 a.m.)

2. Place:

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

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

The Business Report, the Consolidated Financial Statements and theNon-Consolidated Financial Statements for the 200th Fiscal Term (from January
1, 2017 to December 31, 2017), as well as the results of audits by the Accounting
Auditor and Audit and Supervisory Board of the Consolidated Financial
Statements

Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1
Election of One (1) Director
Proposal No. 2
Introduction of Share-Based Compensation Plan for Directors
Proposal No. 3-1-

Guide to Exercise of Voting Rights
To exercise voting rights at general meetings of shareholders is an important right of all shareholders.
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., Wednesday, March 28, 2018
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.
The meeting will be held in Japanese. Please be informed that the Company will not be arranging for aninterpreter to be present.

 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., Tuesday, March 27, 2018
Please return the enclosed Voting Rights Exercise Form indicating your approval or rejection 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., Tuesday, March 27, 2018
Please access the designated website (https://soukai.mizuho-tb.co.jp/) provided for exercising your voting rights
and follow the instructions on the screen to indicate your approval or rejection of the proposal. Refer to“Exercise of Voting Rights via the Internet” on the next page for further guidance.
In the event that you exercise your voting rights both by electromagnetic means (via the Internet, etc.) and by
returning the Voting Rights Exercise Form, only 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., only the last cast vote shallbe deemed effective.
Disclosure via the Internet on our website (https://www.tatemono.com/ir/)- Of the documents that should be attached to this Notice, Matters Related to Subscription Rights to Shares andthe Structures to Ensure Appropriateness of Business Operations and an Overview of Operational Status in theBusiness Reports, Consolidated Statements of Changes in Shareholders’ Equity and Notes to Consolidated
Financial Statements in the Consolidated Financial Statements, and Statements of Changes in Shareholders’Equity and Notes to Non-Consolidated Financial Statements in the Financial Statements are posted on our
website (https://www.tatemono.com/ir/) (available in Japanese only) in accordance with the laws andregulations and Article 16 of the Articles of Incorporation of the Company, and not included in the attacheddocuments related to matters to be reported. The documents provided on our website above have been audited
as part of the Business Report, Consolidated and Non-Consolidated Financial Statements when the Audit
Report was prepared by the Audit and Supervisory Board Members and the Accounting Auditor.
- 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 Reports, 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-

Exercise of Voting Rights via the Internet
Instead of voting in writing, you may exercise your voting rights via the Internet by accessing the designatedwebsite for exercising voting rights by PC or mobile phone (refer to the URL below). To use this website, youneed to log in with the code for exercising voting rights and the password printed on the right-hand side of theenclosed Voting Rights Exercise Form, and enter information in accordance with the instructions on the screen.
For security reasons, it is necessary for you to change your password when you log in for the first time.
Website for exercising voting rights

https://soukai.mizuho-tb.co.jp/

Because the deadline for voting is 5:30 p.m. on Tuesday, March 27, 2018, votes via the Internet must be enteredby that time. Shareholders are kindly requested to register votes as early as possible.
When you exercise your voting rights from a mobile phone or a smartphone, you may access the website forexercising voting rights by scanning the “QR Code” with the bar-code scanning function of your mobile phoneor smartphone.

 In the event that you exercise your voting rights both in writing and via the Internet, only those votes cast via
the Internet shall be deemed effective. In the event that you exercise your voting rights more than once, only
the last cast vote shall be deemed effective.
 The code for exercising voting rights and password (including your chosen password) shall be effective only
for this General Meeting of Shareholders. At the time of the next General Meeting of Shareholders, a new codeand password will be issued.
 You shall bear your own expenses for connection to the Internet.

Notes:- The code for exercising voting rights and password are a means to confirm that the person entering information is the relevant
shareholder. The Company will not contact you to ask for your password.
- If you enter your password incorrectly for a certain number of times, the password will be locked and you will no longer be able
to use it. If this occurs, please complete the procedures indicated in the guidance on the screen.
- Although operational checks have been carried out for the website for exercising voting rights on common devices for connection
to the Internet, there is a possibility that you may be unable to use the site due to the devices, etc. that you are using.

For your inquiries
If you have any inquiries, please contact the Securities Agent Department of Mizuho Trust & Banking Co.,
Ltd., which is the Company’s shareholder register administrator, as shown below.
 Inquiries regarding operation of the website for exercising voting rights:
Tel: 0120-768-524 (toll free only from Japan) (Business hours: 9:00 a.m. to 9:00 p.m. on weekdays) Inquiries regarding share procedures other than the above:Tel: 0120-288-324 (toll free only from Japan) (Business hours: 9:00 a.m. to 5:00 p.m. on weekdays)(Reference) Institutional investors may use the platform operated by ICJ, Inc. to electronically exercise the voting rights for this
General Meeting of Shareholders.

-3-Reference Documents for General Meeting of Shareholders
Proposal and references
Proposal No. 1:
Appropriation of Surplus
The Company’s basic policy regarding profit distribution is to steadily maintain and improve its dividend payout
ratio while comprehensively accounting for future operations, business expansion, and business outlook as well as
to enhance retained earnings to be used for reinvestment for improving its corporate value.
Also, the Company aims to provide dividend payout ratio of around 30%.
The business environment is expected to remain unpredictable moving forward. However, the following
year-end dividends for this fiscal term are proposed in consideration of the above policy and the businessperformance for the term.
Year-end dividends:(1)
Type of dividend property: Cash
(2)
Details of the allotment of dividend property: ¥16 per share of the Company’s common stock
Total amount: ¥3,471,050,080
The Company paid an interim dividend of ¥14 per share. As a result, the annual dividend for the term
shall be ¥30 per share.
(3)
Date on which dividends from surplus become effective: March 29, 2018

-4-

Proposal No. 2: Election of One (1) Director
The Company will increase the number of External Directors by one (1) to further enhance the management
supervisory function, and it proposes the election of one (1) Director.
The nominee for Director is as follows.
Name(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions
with companies other than the Company
April 1977

Joined The Daiei, Inc.

April 1994

General Manager of Corporate Planning Division of The
Daiei, Inc.

Number of theCompany’s
shares held

September 1998 Director and Vice President of R.E. Partners, Co., Ltd.
(retired in April 2000)

Yoshimitsu Onji

December 1999

CEO of OZ Corporation (to the present)(November 1, 1954)

March 2000

Managing Executive Officer of RECOF Office (currently
RECOF Corporation)

To be newly appointed
External
Independent

June 2007

Director and Chief Corporate Officer of RECOF
Corporation

June 2010

President and Chief Executive Officer of RECOF
Corporation

October 2016

Chairman and Representative Director of RECOF
Corporation (retired in September 2017)

December 2016

Director of M&A Capital Partners Co., Ltd. (retired in
September 2017)0

Reasons for the election as a nominee for External Director:
Mr. Yoshimitsu Onji was selected as a nominee for new External Director, on the basis of his considerable management
experience and wide-ranging insight, which are expected to contribute to the strengthening of the Company’s governancesystem through the enhancement of supervisory functions over the execution of the duties of Directors from an independent
point of view.

Notes:
1. No special relationships of interest exist between the Company and the nominee for Director.
2. Mr. Yoshimitsu Onji is a nominee for External Director.
3. If Mr. Yoshimitsu Onji is appointed as proposed, 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.
4. As Mr. Yoshimitsu Onji is to be appointed to increase the number of Directors, in accordance with theprovisions of the Company’s Articles of Incorporation, his term of office shall be the same as the remaining
term of office of the other incumbent Directors as follows:
Until the conclusion of the Ordinary General Meeting of Shareholders for the 201st Fiscal Term from January
1, 2018 to December 31, 2018
5. The Company has given notice to the Tokyo Stock Exchange, Inc. (TSE) of Mr. Yoshimitsu Onji as aprospective Independent Director in compliance with TSE provisions.
(Reference: Criteria for Independence of External Directors)
The Company deems External Directors to be independent when, in addition to meeting the criteria for
independence stipulated by Tokyo Stock Exchange, Inc., they do not fall under any of following items.
(1) A business partner of the Company that constitutes 2% or more of the Company’s consolidated net sales in themost recent fiscal term or a person executing business of such partner(2) A shareholder of the Company which owns more than 10% or more of the total voting rights of the Company
or a person executing business of such shareholder(3) A representative, member or employee of an auditing firm employed as Accounting Auditor for the Company(4) A consultant, accounting professional, or legal professional who receives remuneration of more than ¥10
million (excluding officer remuneration) from the Company in the most recent fiscal term
(Reference: Policy and procedure for the appointment of nominees for Directors and Audit and Supervisory
Board Members)
By comprehensively judging their character, ability, knowledge and experience, the Company selects persons as
executives capable of contributing to improving the corporate value of the entire Tokyo Tatemono Group, andnominates them as candidates for Directors and Audit and Supervisory Board Members. Regarding Directors,
candidates are nominated based on the deliberation of the Advisory Committee which mainly consists of
independent external directors.
-5-

Proposal No. 3:

Introduction of Share-Based Compensation Plan for Directors

1. Reason for introduction of share-based compensation plan
Compensation for the Company’s Directors consists of fixed compensation and performance-based
compensation. The 190th Ordinary General Meeting of Shareholders held on March 28, 2008 approved aproposal to limit fixed compensation for Directors to not more than ¥35 million a month and the 195th
Ordinary General Meeting of Shareholders held on March 28, 2013 approved a proposal to limit
performance-based compensation for Directors (excluding External Directors) to not more than 1% ofconsolidated ordinary income and not more than 2% of consolidated net income (net income attributable toowners of the parent) for the previous fiscal year, and these stipulations have been in force since then.
This time, we wish to introduce the Board Benefit Trust (BBT) (the “Proposed Plan”), a new share-based
compensation plan, for the Company’s Directors (excluding External Directors; this applies hereinafter unlessotherwise specified) and Managing Officers not serving concurrently as Directors (“Directors, etc.”) byrevising our officer compensation system with the aim of more strongly motivating Directors, etc. tocontribute to enhancing the Company’s corporate value in the medium to long term.
The Proposed Plan aims to more strongly motivate Directors, etc. to contribute to enhancing the Company’s
enterprise value in the medium to long term by further clarifying the linkage between compensation for
Directors, etc. and the Company’s stock value and by having Directors, etc. share not only stock priceappreciation benefits but also stock price decline risk with shareholders. In the light of this aim, the Company
believes this proposal is a reasonable one.
The Proposed Plan to be introduced will cause compensation for Directors, etc. to comprise three categories,
namely, fixed compensation, performance-based compensation, and share-based compensation.
The proposal will involve newly paying share-based compensation to the Company’s Directors as a separate
category from existing compensation categories. Accordingly, it is proposed that the following compensation
specifics and the concrete method to calculate compensation amounts be approved, and that details of the
Proposed Plan be delegated to the Board of Directors within the scope of section “2.” below.
The Proposed Plan will apply to eight Directors excluding External Directors. Moreover, the Proposed Plan
will apply to nine Managing Officers not serving concurrently as Directors.
== Reference == <Director compensation>[Now]

Not more than ¥35 million a month

Not more than 1% of consolidated
ordinary income and not more than
2% of net income attributable toowners of the parent for the previous
fiscal year

Director

Fixed compensation

Performance-based compensation

External Director

Fixed compensation—[After revision to the compensation system]

Not more than ¥35 million amonth

Not more than 1% ofconsolidated ordinary income
and not more than 2% of net
income attributable to ownersof the parent for the previous
fiscal year

A maximum of 40,000 sharesfor each fiscal year
(40,000 points)

Director

Fixed compensation

Performance-based
compensation

Share-based compensation

External Director

Fixed compensation

—

—

-6-

2. Specifics of compensation under the Proposed Plan and concrete method for calculating compensation
amounts(1)

Outline of the Proposed Plan
The Proposed Plan constitutes a share-based compensation plan in which shares of the Company are
acquired through a trust (trust to be created under the Proposed Plan is hereinafter referred to as the“Trust”), funded by money to be contributed by the Company; and shares of the Company and money
equivalent in value to the market value of shares of the Company (“Shares, etc. of the Company”) aredelivered to Directors, etc. through the Trust pursuant to the Rules for Share Delivery to Officers (the“Rules”) prescribed by the Company. Shares, etc. of the Company shall be delivered to Directors, etc.
when they retire from the office of Director, etc., in principle.

== Reference == <Outline of the Proposed Plan>
A. Recipients of delivery of Shares, etc. of theCompany

Directors (excluding External Directors) and Managing Officers notserving concurrently as Directors

B. Target term of the Proposed Plan

A period of three fiscal years (initially a period of three fiscal years
from the fiscal year ending December 31, 2018 to the fiscal year
ending December 31, 2020)

C. Maximum number of shares of the Company to be delivered to Directors, etc. and the method for acquiring suchsharesMaximum number of shares of theCompany

The maximum number of shares of the Company (number of points
to be granted to Directors, etc.) is 60,000 shares (60,000 points)(including 40,000 shares [40,000 points] for Directors) every one
fiscal year.

Proportion to the total number of issued
sharesApproximately 0.03% of the total number of issued shares (as ofDecember 31, 2017 and after a deduction of treasury stock) for eachfiscal year

Acquisition method

Acquisition in the form of buying shares of the Company on a trading
market, etc.

D. Timing and description of the delivery of Shares, etc. of the Company to Directors, etc.
Delivery timing

Upon the retirement of Director, etc., in principle

Delivery description

Delivery of shares of the Company or money equivalent in value tothe market value of shares of the Company(2)

Persons to whom the Proposed Plan applies
Directors (excluding External Directors) and Managing Officers not serving concurrently as Directors(3)

Term of trust
From May 2018 (planned) until termination of the Trust (regarding the term of the Trust, we will not set
any specific date for the termination of the Trust, and the Trust will continue for as long as the Proposed
Plan remains in place. The Proposed Plan will terminate in the event of shares of the Company beingdelisted or the Rules being abolished.)(4)

Trust amount
Subject to the proposal being approved, the Company will introduce the Proposed Plan for the threefiscal years from the fiscal year ending December 31, 2018 until the fiscal year ending December 31,
2020 (these three fiscal years are hereinafter referred to as the “Initial Target Term” and the Initial Target
Term and each of the three year periods commencing after the Initial Target Term are each referred to as“Target Term”), as well as for each subsequent Target Term, and will contribute the following money to
the Trust as funds for the Trust to acquire shares of the Company in order to deliver Shares, etc. of theCompany to Directors, etc.
As the first step, at the time of creating the Trust (May 2018 [planned]), the Company will contributemoney in an amount estimated to be required in correspondence to the Initial Target Term, thus creating
the Trust. The maximum number of points to be granted to Directors, etc. under the Proposed Plan is60,000 (including 40,000 points for Directors) each fiscal year, as set forth in item “(6)” below.
Therefore, at the time of creating the Trust, the Company will contribute to the Trust money in an-7-amount reasonably estimated to be required for acquiring a maximum of 180,000 shares in considerationof the regular-trading closing price of common stock of the Company on the Tokyo Stock Exchange, Inc.
immediately before making such contribution. For reference, if applying the closing price of ¥1,701 on
February 15, 2018, the above-mentioned money required will be a maximum of approximately ¥306
million.
Even after the Initial Target Term, the Company, until termination of the Proposed Plan, will reasonably
estimate for each Target Term, in principle, the number of shares required for delivering shares to
Directors, etc. under the Proposed Plan; and additionally contribute to the Trust money in an amountdeemed to be required by the Trust for acquiring shares in advance. However, if the trust assets stillcontain any shares of the Company (excluding shares of the Company which correspond to the numberof points granted to Directors, etc. for each of the previous Target Terms and which have yet to bedelivered to Directors, etc.) or money (“Residual Shares”) when the Company makes such an additional
contribution, the Residual Shares shall be used to fund the delivery under the Proposed Plan for
subsequent Target Terms. After taking Residual Shares into account, the Company will calculate theamount of additional contributions for the Target Terms thereafter.
(5)

Method for acquiring shares of the Company and the number of shares to be acquired
The Trust shall use money contributed pursuant to item “(4)” above to acquire shares of the Company bybuying such shares on a trading market, etc.
For the Initial Target Term, the Trust shall acquire a maximum of 180,000 shares without delay after
creation of the Trust.

(6)

Number of Shares, etc. of the Company to be delivered to Directors, etc.
For each fiscal year, the Company will grant each Director, etc. with points in a number that isdetermined in the light of his/her title pursuant to the Rules. The maximum total number of points to be
granted to Directors, etc. for each fiscal year shall be 60,000 (including 40,000 points for Directors). We
judge this number to be reasonable as it was determined while comprehensively considering existinglevels of officer compensation paid, as well as the ongoing number of Directors, etc. and their projected
future number.
Points granted to Directors, etc. are translated into common stock of the Company on a point-per-sharebasis when Shares, etc. of the Company are delivered as described in item “(7)” below (provided,
however, that, if a stock split, a gratis stock allotment, or a stock merger is conducted for shares of theCompany after the proposal is approved, the maximum number of points, and the number of points
granted or the translation ratio shall be adjusted reasonably according to an applicable ratio).
The number of points of Directors, etc. that serves as the basis for delivering Shares, etc. of theCompany as described in item “(7)” below shall, in principle, be the number of points granted to the
Directors, etc. by the time of their retirement (the number of points thus calculated is hereinafter referred
to as “Determined Number of Points”).

(7)

Delivery of Shares, etc. of the Company and the method for calculating compensation amounts
If retiring and meeting beneficiary requirements set forth in the Rules, a Director, etc. at the time ofretirement shall receive the delivery of shares of the Company by the Trust in a number corresponding to
the Determined Number of Points, to be fixed in principle pursuant to the provisions described in item“(6)” above, by performing a specified beneficiary determination procedure.
Notwithstanding the foregoing, a Director, etc. meeting the requirements set forth in the Rules shallreceive an amount of money equivalent to the market value of shares of the Company with regard to acertain portion of points instead of the delivery of shares of the Company. In order to make suchmonetary provisions, the Trust may sell shares of the Company.
The basis for the value of compensation to be received by Directors, etc. shall be an amount determinedby multiplying the total number of points granted to each Director, etc. by per-share book value of sharesof the Company held by the Trust at the time points are granted (provided, however, that, if a stock split,
a gratis stock allotment, or a stock merger is conducted for shares of the Company, a reasonableadjustment shall be made according to an applicable ratio). If money is provided exceptionally pursuant
to the Rules and the provision is deemed reasonable, an amount of money to which the money concerned
is added shall apply as the amount of compensation.

(8)

Exercise of voting rights
Voting rights for shares of the Company held in the Trust shall not be exercised uniformly according to
instructions from the trust administrator. This is intended to secure the neutrality, with respect to the-8-exercise of voting rights of shares of the Company held in the Trust, to the business management of theCompany.
(9)Treatment of dividend
Dividend for shares of the Company held in the Trust shall be received by the Trust itself and used topurchase shares of the Company and pay trust fees for the trustee of the Trust. If the Trust is terminated,such a portion of residual money in the Trust as exceeds an amount stipulated in the trust agreement of
the Trust shall be provided to Directors, etc. then in office according the number of points held by themand on a pro rata basis, pursuant to the Rules.

(10) Treatment at trust termination
The Trust shall terminate in the event of shares of the Company being delisted or the Rules being
abolished.
The residual assets of the Trust at the termination of the Trust shall be treated appropriately pursuant toapplicable laws and regulations, the Company’s Articles of Incorporation and the Trust’s trust agreement.

== Reference == <Outline of structure of the Proposed Plan>(i) Establishment of Rules for
Share Delivery to Officers[Settlor]
The Company(ii) Entrustment ofmoney(iv) Granting of points(v) Non-exercise
of voting rights(iii) Shareacquisition

Instruction on
non-exercise of
voting rights[Trustee]Mizuho Trust & Banking Co., Ltd.
(Master trust: Trust & Custody Services
Bank, Ltd.)
Shares of the Company

Directors, etc.

Trust Administrator

Acquire thebeneficiaryright[Beneficiary](vi) Delivery of Shares,
etc. of the Company

Directors, etc. who have retired andsatisfy beneficiary requirements

Money

(i)

The Company shall establish the Rules for Share Delivery to Officers (the “Rules”) within the scope
to be approved in this proposal.
(ii) The Company shall entrust money within the scope to be approved in this proposal.
(iii) The Trust shall acquire shares of the Company funded by money entrusted under (ii) via the trading
market, etc.
(iv) The Company shall grant points to Directors, etc. based on the Rules.
(v) The Trust shall not exercise voting rights for shares of the Company held in the Trust in accordancewith instructions by a trust administrator that is independent from the Company.
(vi) For Directors, etc. who have retired and satisfy the beneficiary requirements prescribed in the Rules(the “Beneficiaries”), the Trust shall deliver shares of the Company in a number corresponding to thenumber of points granted to said Beneficiaries. However, if the requirements stipulated in the Rules
are fulfilled, the Beneficiaries receive, in respect of a certain portion of the points, an amount ofmoney equivalent to the market value of the shares of the Company in lieu of the delivery of shares of
the Company. The Trust may sell the shares of the Company in order to make the monetaryprovisions.

-9-* This is an excerpt translation of the Business Report of the Japanese original.

Business Report
1. Shares of the Company(1) The number of shares
Total number of shares authorized to be issued

400,000,000 shares

Total number of shares outstanding

216,963,374 shares(including 22,744 shares of treasury stock)(2) Number of shareholders
Number of shareholders

14,759 persons(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio

thousand shares%

The Master Trust Bank of Japan, Ltd. (Trust Account)

16,996

7.83

Japan Trustee Services Bank, Ltd. (Trust Account)

11,492

5.30

Sompo Japan Nipponkoa Insurance Inc.

5,242

2.42

Meiji Yasuda Life Insurance Company

4,729

2.18

JP MORGAN CHASE BANK 380634

4,176

1.92

STATE STREET BANK - WEST PENSION FUND
CLIENTS - EXEMPT 505233

4,159

1.92

Japan Trustee Services Bank, Ltd. (Trust Account 5)

4,109

1.89

STATE STREET BANK WEST CLIENT - TREATY 505234

3,851

1.78

THE BANK OF NEW YORK 133970

3,666

1.69

Trust & Custody Services Bank, Ltd. (Trust Collateral
Account)

3,465

1.60

(Note) The Company’s treasury shares (22,744 shares) were excluded in the calculation of the shareholding ratio.

-10-2. Company Officers(1) Directors and Audit and Supervisory Board Members
Position

Areas of responsibility and importantconcurrent positions

Name

Director and Chairman of
the Board

Hajime Sakuma

Representative Director,
Chairman and Executive
Officer

Makio Tanehashi

President and Chief
Executive Officer, andRepresentative Director

Hitoshi Nomura

Senior Executive Managing
Officer and Representative
Director

Hisao Shibayama

Division Director of Residential
Development Division

Masami Kamo

Division Director of Real Estate Solution
Service Division and Senior Business
Division
President & Chief Executive Officer ofTokyo Tatemono Real Estate Sales Co.,Ltd.

Kengo Fukui

Responsible for Kansai Branch, Sapporo
Branch, Kyushu Branch and Nagoya
Branch; and Division Director ofCommercial Properties Division

Katsuhito Ozawa

Responsible for Corporate
Communications Department, Finance
Department, Accounting Department andAppraisal Department; Division Director ofInternational Business Division andLeisure Business Division; and General
Manager of International Business
Department

Executive Managing Officer
and Director

Akira Izumi

Responsible for Personnel Department,
Corporate Planning Department, andGeneral Affairs Department; and General
Manager of Corporate Planning
Department

Director

Kyonosuke Sasaki

Director

Norimasa Kuroda

Director

Yoshiyuki Imai

Audit and Supervisory
Board Member(full-time)

Toshiyuki Hanazawa

Audit and Supervisory
Board Member(full-time)

Kouji Kawakubo

Audit and Supervisory
Board Member

Shuichi Hattori

Audit and Supervisory
Board Member

Takao Yamaguchi

Senior Executive Managing
Officer and Director

Executive Managing Officer
and Director

Executive Managing Officer
and Director

Director and Chairman of Tokyo Tatemono
Real Estate Sales Co., Ltd.

-11-

(Notes)1.

Mr. Kyonosuke Sasaki, Mr. Norimasa Kuroda, and Mr. Yoshiyuki Imai are External Directors stipulated in
Article 2, Item 15 of the Companies Act. The Company has notified the TSE of their status as Independent
Directors in compliance with TSE provisions.
2. Both Mr. Shuichi Hattori and Mr. Takao Yamaguchi are External Audit and Supervisory Board Members
stipulated in Article 2, Item 16 of the Companies Act. The Company has notified the TSE of their status as
Independent Audit and Supervisory Board Members in compliance with TSE provisions.
3. Important concurrent positions held by External Directors and External Audit and Supervisory Board
Members are described in “(4) External Officers” below.
4. Mr. Takao Yamaguchi is a certified public accountant and has considerable financial and accounting
knowledge.
5. At the 199th Ordinary General Meeting of Shareholders held on March 29, 2017, Mr. Katsuhito Ozawa, Mr.
Akira Izumi, and Mr. Yoshiyuki Imai were newly elected and assumed office as Directors, and Mr. Kouji
Kawakubo was newly elected and assumed office as an Audit and Supervisory Board Member.
6. At the conclusion of the 199th Ordinary General Meeting of Shareholders held on March 29, 2017, Mr. Tatsuo
Ogoshi retired from the office of Director, and Mr. Mitsuyoshi Toyama resigned from the office of Audit andSupervisory Board Member.
7. The term of office of each Director shall be from the conclusion of the 199th Ordinary General Meeting of
Shareholders held on March 29, 2017 to the conclusion of the Ordinary General Meeting of Shareholders forthe 201st Fiscal Term from January 1, 2018 to December 31, 2018.
8. The term of office of both Audit and Supervisory Board Members, Mr. Toshiyuki Hanazawa and Mr. Shuichi
Hattori shall be from the conclusion of the 198th Ordinary General Meeting of Shareholders held on March 29,
2016 to the conclusion of the Ordinary General Meeting of Shareholders for the 202nd Fiscal Term fromJanuary 1, 2019 to December 31, 2019.
9. The term of office of Mr. Takao Yamaguchi, an Audit and Supervisory Board Member, shall be from theconclusion of the 198th Ordinary General Meeting of Shareholders held on March 29, 2016 to the conclusionof the Ordinary General Meeting of Shareholders for the 201st Fiscal Term from January 1, 2018 to December
31, 2018.
10. The term of office of Mr. Kouji Kawakubo, an Audit and Supervisory Board Member, shall be from theconclusion of the 199th Ordinary General Meeting of Shareholders held on March 29, 2017 to the conclusionof the Ordinary General Meeting of Shareholders for the 201st Fiscal Term from January 1, 2018 to December
31, 2018.
11. The Company has introduced the managing officer system. Managing Officers of the Company as of January 1,
2018, excluding persons who serve concurrently as Directors, are as follows.

Position

Areas of responsibility and importantconcurrent positions
General Manager of Properties Leasing &Consulting Department

Name

Managing Officer

Fumio Inada

Managing Officer

Yasushi Suzuki

General Manager of Building Engineering
Department

Managing Officer

Yoshihiro Jozaki

President and CEO of Tokyo Realty
Investment Management, Inc.

Managing Officer

Masami Tashiro

General Manager of Project Development
Department

Managing Officer

Hisatoshi Kato

President and CEO of Tokyo Tatemono
Senior Life Support Co., Ltd.

Managing Officer

Hideshi Akita

Vice Division Director of Residential
Development Division

Managing Officer

Satoshi Eida

General Manager of Kansai Branch andGeneral Manager of Project Management(Kansai) Department

Managing Officer

Takeshi Jinbo

General Manager of Acquisitions
Department

Managing Officer

Shinjiro Kobayashi

General Manager of Urban Development
Department-12-(2) Summary of the Liability Limitation Contract
In accordance with the provisions in Article 427, Paragraph 1 of the Companies Act, the Company has
concluded a contract with each Director (excluding Executive Directors, etc.) and each Audit and Supervisory
Board Member to limit their liability for damages specified in Article 423, Paragraph 1 of the Companies Act.
The amount of the limit for the liability for damages under this contract shall be the amount specified by laws
and regulations.
(3) Compensation to Directors and Audit and Supervisory Board Members

Category of officers

Number of payees
persons

Total amount by
category of compensation, etc.
Fixed compensation Performance-linked
compensation
million yen

million yen

Total amount paid
million yen

Directors
12
294
127
422
[External, inclusive]
[4]
[21]
[-]
[21]
Audit andSupervisory Board
564
64
Members
[2]
[12]
[-]
[12]
[External, inclusive]
Total
17
359
127
486
[External, inclusive]
[6]
[33]
[-]
[33]
(Note) Compensation for Directors (excluding External Directors) of the Company consists of fixed compensationand performance-linked compensation. Fixed compensation is limited to not more than ¥35 million amonth (resolved at the 190th Ordinary General Meeting of Shareholders held on March 28, 2008) andperformance-linked compensation is limited to not more than 1% of consolidated ordinary income and not
more than 2% of consolidated net income (net income attributable to owners of the parent) for the previous
fiscal year (resolved at the 195th Ordinary General Meeting of Shareholders held on March 28, 2013).
Compensation for each Director excluding External Directors is determined by the Board of Directors
based on the deliberation of the Advisory Committee which mainly consists of independent external
directors.
Compensation for Audit and Supervisory Board Members is limited to not more than ¥8 million per month(resolved at the 190th Ordinary General Meeting of Shareholders held on March 28, 2008).

-13-

(4) External Officers
1. Important concurrent positions
Category

Name

Concurrent office
JTB Corp.

External Director

Seiko Instruments Inc.

Norimasa Kuroda

TOKYO FM
Broadcasting Co., Ltd.

External Audit andSupervisory Board
MemberExternal Audit andSupervisory Board
MemberShouohkai Foundation
Hattori General Law Firm
USHIO INC.
LOOK HOLDINGSINCORPORATED
Yamaguchi Certified
Public Accountant Office
SATO HOLDINGSCORPORATION

Shuichi Hattori

Takao Yamaguchi

KYORIN Holdings, Inc.

Title
External Audit andSupervisory Board
MemberExternal Overseer ofAudits and Corporate
PolicyExternal Audit andSupervisory Board
MemberChairman
LawyerOutside Director
External statutory auditor
Certified public
accountant
External Audit &Supervisory Board
MemberOutside Corporate Auditor(Notes) 1. Shouohkai Foundation is the entrusted provider of medical examination services, etc. of the Company, but the amount paid
annually was less than ¥10 million in the fiscal year ended December 31, 2017. The Company donates to Shouohkai
Foundation, but the amount donated annually was less than ¥1 million in the fiscal year ended December 31, 2017.
2. There are no special relationships of interest between the Company and the concurrent offices listed above.

(5) Main activities in the fiscal year under review
Category
Name

Main activities

External Director

Kyonosuke
Sasaki

Participated in all 12 meetings of the Board of Directors during
the fiscal year under review; provided opinions on agendas andissues by harnessing his knowledge and experience as necessary.

External Director

Norimasa
KurodaParticipated in all 12 meetings of the Board of Directors during
the fiscal year under review; provided opinions on agendas andissues by harnessing his knowledge and experience as necessary.

External Director

Yoshiyuki
Imai

Participated in all 9 meetings of the Board of Directors during his
service as External Director in the fiscal year under review;provided opinions on agendas and issues by harnessing his
knowledge and experience as necessary.

External Audit andSupervisory Board Member

Shuichi
Hattori

Participated in 11 of 12 meetings of the Board of Directors and 12
of 13 meetings of the Audit and Supervisory Board during the
fiscal year under review; provided opinions on agendas and issues
by harnessing his knowledge and experience as necessary.

External Audit andSupervisory Board Member

Takao
Yamaguchi

Participated in all 12 meetings of the Board of Directors and all
13 meetings of the Audit and Supervisory Board during the fiscal
year under review; provided opinions on agendas and issues byharnessing his knowledge and experience as necessary.

-14-

Consolidated Balance Sheet(As of December 31, 2017)(Millions of yen)
(Assets)
Item
Current assets
Cash and deposits(Liabilities)
Amount308,600
45,149Item
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds

Amount187,571
51,74315,00020,000Notes and operating accounts
receivable

10,779Real estate for sale

77,636

Accounts payable, trade

11,132

Real estate for sale in progress

67,678

7,999

Real estate for development

76,626

Deferred income taxes

2,014

Other current assets

28,750Accrued income taxes
Provision for compensation forcompleted construction
Provision for bonuses
Provision for bonuses to directors
Provision for environmental measures
Deposits received under Real EstateSpecified Joint Enterprise Act

15
778
44
210

(35)
26,552
1,132,449
789,543
54,096
Other current liabilities
240,711 Long-term liabilities
900,059
531,906
125,000
Bonds
6,526
597,642
Long-term borrowings
10,39928,682
Deferred income taxes
Deferred income taxes on land
27,277112,212Intangible assets
revaluation
Provision for retirement benefits for
224
106,410
Leaseholds
directors
5,801
53
Other intangible assets
Provision for environmental measures
230,694
74,187
Guarantee deposits received
Investments and other assets
139,635
11,156
Investment securities
Net defined benefit liability
4,686
Investments in silent partnerships
Deposits received under Real Estate
22,161
Specified Joint Enterprise Act
21
Long-term loans
1,249
Deferred income taxes
13,673
Other long-term liabilities
21,365
Lease and guarantee deposits
1,711 Total Liabilities
Net defined benefit asset
1,087,630
62,117(Net Assets)
Other investments and other assets(93) Shareholders’ equity
246,295
Allowance for doubtful accounts
92,451
Capital stock
Capital surplus
66,72287,153Retained earnings(32)
Treasury stock
Accumulated other comprehensive
98,636
incomeValuation difference on available-for-sale62,508securities
30,932
Revaluation reserve for land
4,530
Foreign currency translation adjustments
664
Remeasurements of defined benefit plans
8,487
Non-controlling interests
353,419
Total Net Assets
Total Assets
1,441,050 Total Liabilities and Net Assets
1,441,050
Note: Figures less than a million are rounded down.
Allowance for doubtful accounts
Fixed assets
Property and equipment
Buildings and structures
Land
Construction in progress
Other property and equipment-15-

Consolidated Statement of Income(From January 1, 2017 to December 31, 2017)(Millions of yen)AmountItem
Revenue from operations

266,983

Cost of revenue

189,095

Gross profit

77,887

Selling, general and administrative expenses

33,130Operating income

44,757

Non-operating income
Interest and dividend income

2,002

Equity in earnings of affiliated companies

1,682

Other non-operating income

693

4,378

Non-operating expenses
Interest expenses

6,103

Borrowing fee

1,757

Bond issuance cost

184

Dividends paid under Real Estate Specified Joint Enterprise Act

640

Other non-operating expenses

1,033

Ordinary income

9,719
39,416Extraordinary income
Gain on sales of fixed assets

266

Gain on bargain purchase

135

401

Extraordinary loss
Loss on sales of fixed assets

9Loss on disposal of fixed assets

130

Impairment loss

3,808

Loss on step acquisitions

22

Loss on exchange from business combination

27

Income before income taxes

3,999
35,818Current income taxes

12,115

Deferred income taxes

133

Net income

12,24923,569Net income attributable to non-controlling interests

970

Net income attributable to owners of the parent
Note: Figures less than a million are rounded down.

22,599-16-

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2017 to December 31, 2017)(Millions of yen)
Shareholders’ equity

Balance at beginning of thecurrent term
Changes in items during theterm
Dividends from surplus
Net income attributable toowners of the parent
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

Capital stock

Capital surplus

92,451

66,722Retainedearnings
70,629Treasury stock

Total
shareholders’equity(27)229,775(6,074)(6,074)

22,59922,599

(0)

(5)

(5)

0

0

-

(0)

16,524(4)

16,52092,451

66,72287,153(32)

246,295

Accumulated other comprehensive income
Total
Foreign
Valuation
Remeasurements accumulated
Deferred gains
currency
Revaluationdifference on
otherof definedor losses onavailable-forreserve for land translation
comprehensive
benefit planshedgesadjustments
sale securities
incomeBalance at beginning of the52,934(152)
current term
Changes in items during theterm
Dividends from surplus
Net income attributable toowners of the parent
Acquisition of treasury
stock
Disposal of treasury stock
Net amount of changes in
items other than
9,574
152
shareholders’ equity
Total amount of changes
9,574
152
during the term
Balance at end of the current
62,508term
Note: Figures less than a million are rounded down.

30,932

3,633

764

88,112

Noncontrollinginterests

Total net
assets

7,705

325,593(6,074)
22,599
(5)
0
-

897

(100)

10,524782

11,306

-

897

(100)

10,524782

27,82630,932

4,530

664

98,636

8,487

353,419-17-

Non-Consolidated Balance Sheet(As of December 31, 2017)(Millions of yen)
(Assets)
Item
Current assets
Cash and deposits
Accounts receivable, trade
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
Construction in progress
Other property and equipment(Liabilities)
AmountItem
240,292 Current liabilities
14,464
Short-term borrowings
7,731
Commercial papers
41,705Current portion of bonds
67,984
Accounts payable, trade
76,667
Accrued expenses
3,378
Accrued income taxes
1,836
Advances received
1,264
Deposits received
10,530
Provision for bonuses
15,641
Provision for environmental measures(913)
Deposits received under Real EstateSpecified Joint Enterprise Act
970,709
643,007
Other current liabilities
142,648 Long-term liabilities
2,861
Bonds
947
Long-term borrowings
160
Deferred income taxes
911
Deferred income taxes on land
revaluation
487,294
5,709
2,473

Intangible assets

15,480

Leaseholds

15,381Other intangible assets
Investments and other assets
Investment securities
Shares and investments in subsidiaries
and affiliates
Investments in other securities ofaffiliated companies
Investments in silent partnerships
Investments in silent partnerships ofsubsidiaries and affiliates
Long-term loans to subsidiaries andaffiliates

Accrued severance indemnities
Provision for environmental measures
Provision for loss on business of
subsidiaries and affiliates
Guarantee deposits received
Deposits received under Real EstateSpecified Joint Enterprise Act
Asset retirement obligations
Other long-term liabilities

98
312,222
107,965
78,73081
684,530
125,000
397,419
24,44327,2777,063
30
505
69,134
22,161358
11,135(Net Assets)

1,828

Shareholders’ equity

263,168

34,373

Capital stock

92,451

30,779

Capital surplus

63,729Legal capital reserve
Other capital surplus
Retained earnings
21,313
Other investments and other assets
Other retained earnings(Reserve for reduction entry of(80)
Allowance for doubtful accounts
property replacement)(Retained earnings brought
forward)Treasury stock
Valuation and translation adjustments
Valuation difference on
available-for-sale securities
Revaluation reserve for land
Total Net Assets
1,211,001 Total Liabilities and Net Assets
Total Assets
Note: Figures less than a million are rounded down.
Lease and guarantee deposits

26,552859,418

Total Liabilities

24,599Amount174,887
56,07915,00020,000
6,756
7,033
5,823
20,498
16,645206
210

12,710-18-

63,7290
107,023
107,023
5,325
101,698(36)
88,41557,48230,932351,583
1,211,001

Non-Consolidated Statement of Income(From January 1, 2017 to December 31, 2017)(Millions of yen)AmountItem
Revenue from operations
Revenue from building business
Revenue from residential business
Revenue from other businesses

63,74985,617
1,964

151,331

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

38,41458,4952,458

99,369Gross profit

51,962

Selling, general and administrative expenses

18,060Operating income

33,902Non-operating income
Interest and dividend income
Other non-operating income

5,765
256

6,021

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

4,314
1,255
184
640
345
138

6,879

Ordinary income

33,044Extraordinary income
Gain on sales of fixed assets
Reversal of allowance for investment loss
Gain on exchange from business combination
Gain on extinguishment of tie-in shares

265
3,244
164
3,395

7,070

Extraordinary loss
Loss on disposal of fixed assets
Impairment loss
Provision for loss on business of subsidiaries and affiliates

47
2,207
179

2,433

Income before income taxes

37,681

Current income taxes
Deferred income taxes

8,455
73

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

8,529
29,152-19-

Non-Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2017 to December 31, 2017)(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 reserve for
reduction entry of property
replacement
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

Capital
stock

Legal
capitalreserve

Other
Capitalsurplus

Total
Capitalsurplus92,451

63,729063,729(0)(0)

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

5,328

Total
retainedearnings

78,617

83,946(6,074)29,152(6,074)29,152

(2)

2

-

-

(0)

(0)

(2)

23,08023,07792,451

63,729063,7295,325

101,698

107,023

Shareholders’ equity

Valuation and translation adjustments

Valuation
Total
Treasury shareholders’difference onstockavailable-forequity
sale securities

Balance at beginning of the(32)
240,095
current term
Changes in items during theterm
Dividends from surplus(6,074)
Net income
29,152
Reversal of reserve for
reduction entry of property
replacement
Acquisition of treasury
(5)
(5)
stock
Disposal of treasury stock00
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes(4)23,073during the term
Balance at end of the current(36)
263,168
term
Note: Figures less than a million are rounded down.

49,417

Deferred
gains orlosses onhedges

Revaluation Total valuation
reserve for and translation
land
adjustments(152)

30,93280,197

Total net
assets320,292(6,074)29,152
(5)
0

8,064

152

-

8,217

8,217

8,064

152

-

8,217

31,29057,482-30,932

88,415351,583-20-