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 4, 2019
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 201st ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 201st 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 26, 2019, by either one of
the following methods indicated on the next page.
1. Date and Time:

10:00 a.m., Wednesday, March 27, 2019 (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 201st Fiscal Term (from January
1, 2018 to December 31, 2018), 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 Twelve (12) Directors
Proposal No. 2
Election of Four (4) Audit and Supervisory Board Members
Proposal No. 3-1-

Guide to Exercise of Voting Rights
 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 27, 2019
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 26, 2019
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 26, 2019
Please refer to “Exercise of Voting Rights by Smart Exercise” and “Exercise of Voting Rights on the Website for
Exercising Voting Rights” provided on the next page, follow the instructions on the screen, and indicate yourapproval or rejection of the proposal.
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
1. Exercise of Voting Rights by “Smart Exercise”
Please scan the “QR Code”* printed on the right-hand side of the enclosed Voting Rights Exercise Form with yoursmartphone etc., access the “Smart Exercise” website designated by the Company, follow the instructions on thescreen, and indicate your approval or rejection of the proposal. (You will not be required to enter the code forexercising voting rights (ID) or the password.) You can exercise your voting rights by “Smart Exercise” only once.
If you wish to change your approval or rejection after exercising your voting rights, you need to follow themethod described in 2. below and exercise your voting rights again.

2. Using the “Website for Exercising Voting Rights (by entering the code for exercising voting
rights (ID) and the password)”
https://soukai.mizuho-tb.co.jp/

When you exercise your voting rights from a smartphone, you may access the website for exercising voting
rights by scanning the “QR Code”*.

Access the designated website for exercising voting rights (URL indicated above), log in with the code forexercising voting rights and the password printed on the right-hand side of the enclosed Voting Rights Exercise
Form, follow the instructions on the screen, and indicate your approval or rejection of the proposal. You will be
asked to change your password when you log in for the first time.
 The code for exercising voting rights (ID) 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 newcode and password will be issued.
 The password is a means to confirm that the person exercising voting rights is the relevant shareholder. The
Company (shareholder register administrator) will not contact you to ask for your password.
 If you enter your password incorrectly a certain number of times, you will no longer be able to use it. If thisoccurs, please complete the procedures indicated in the guidance on the screen.

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 Smart Exercise and 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)*The “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
(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 wellas to enhance retained earnings to be used for reinvestment for improving its corporate value.
Also, the Company aims to provide a 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: ¥19 per share of the Company’s common stock
Total amount: ¥4,121,796,559
The Company paid an interim dividend of ¥16 per share. As a result, the annual dividend for the term
shall be ¥35 per share.
(3)
Date on which dividends from surplus become effective: March 28, 2019== Reference == <Acquisition of own shares>
At its meeting held on January 18, 2019, the Company’s Board of Directors passed a resolution to acquire theCompany’s own shares in order to improve capital efficiency and expand shareholder returns. The plan is toacquire up to 10,000,000 shares of the Company’s common stock on the Tokyo Stock Exchange at a maximum
acquisition cost of ¥10.0 billion during the period from February 6, 2019 to December 31, 2019.

-4-

Proposal No. 2: Election of Twelve (12) Directors
The term of office of all twelve (12) Directors of the Company will expire upon the conclusion of this Ordinary
General Meeting of Shareholders.
Accordingly, it is proposed that the following twelve (12) nominees be appointed as Directors.
The nominees for Directors are as follows.
No.

Name

Title and responsibility at theCompany

Attendance ofmeetings of Boardof Directors in thefiscal term

Representative Director, Chairman and
13 out of 13
3 years
Executive Officer
meetings (100%)
President and Chief Executive Officer,
13 out of 13
2 For reappointment
Hitoshi Nomura
11 yearsand Representative Director
meetings (100%)
Senior Executive Managing Officer
and Director
13 out of 13
3 For reappointment
Masami Kamo
6 years
Division Director of Real Estatemeetings (100%)
Solution Service Division
Senior Executive Managing Officer
and Director
Responsible for Kansai Branch,
13 out of 13
4 For reappointment
Kengo Fukui
4 years
Sapporo Branch, Kyushu Branch andmeetings (100%)
Nagoya Branch; and Division Directorof Commercial Properties Division
Executive Managing Officer andDirector
Responsible for Corporate
Communications Department, FinanceKatsuhito
13 out of 13
5 For reappointment
Department, and Accounting
2 years
Ozawa
meetings (100%)
Department; Division Director ofInternational Business Division; andGeneral Manager of International
Business Department
Executive Managing Officer andDirector
Responsible for Personnel Department,
Corporate Planning Department,
13 out of 13
6 For reappointment
Akira Izumi
2 years
General Affairs Department, andmeetings (100%)
Appraisal Department; and General
Manager of Corporate Planning
Department
Executive Managing Officer
7 To be newly appointed Hisatoshi Kato Division Director of Senior Business
Division and Leisure Business Division
Executive Managing Officer
8 To be newly appointed Hideshi Akita
Division Director of Residential
Development Division
For reappointment
13 out of 13
9 External
Yoshiyuki Imai External Director
2 years
meetings (100%)
Independent
For reappointment
9 out of 9
10 External
Yoshimitsu Onji External Director
1 yearmeetings (100%)
Independent
To be newly appointed
External Audit and Supervisory Board
13 out of 13
11 External
Shuichi Hattori
Membermeetings (100%)
Independent
To be newly appointed
Mitsuhiro
12 External
Nagahama
Independent
Notes: 1. No special relationships of interest exist between the Company and each nominee for Director.
2. Mr. Shuichi Hattori’s attendance of meetings of Board of Directors was as an External Audit andSupervisory Board Member.
1 For reappointment

Makio
Tanehashi

Numberof years
served as
Director

-5-

No.

1

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1979
Joined The Fuji Bank, Limited
Makio Tanehashi
March 2006
Executive Officer, General Manager of Internal Audit Division of Mizuho(March 13, 1957)
Corporate Bank, Ltd.
April 2008
Managing Executive Officer and Officer in charge of Sales of Mizuho
For reappointment
Corporate Bank, Ltd.
June 2011
Deputy President & Executive Officer, in charge of Branches Department of
Number of theMizuho Bank, Ltd.
Company’s shares held:
June 2011
Representative Director, Deputy President & Executive Officer, in charge of
9,145
Branches Department of Mizuho Bank, Ltd.
March 2013
President & Chief Executive Officer of Tokyo Tatemono Real Estate Sales
Served as Director for 3
Co., Ltd.
years to dateJuly 2015
Senior Executive Managing Officer and Division Director of Real Estate
Attended 13 out of 13
Solution Service Division of the Company
meetings of Board of
October 2015
Senior Executive Managing Officer, Division Director of Real Estate
Directors in fiscal term
Solution Service Division, and Division Director of International Businessended Dec. 31, 2018
Division of the Company(100%)March 2016
Senior Executive Managing Officer, Director, Division Director of Real
Estate Solution Service Division, and Division Director of International
Business Division of the Company
January 2017
Representative Director, Chairman and Executive Officer of the Company(to the present)
Director and Chairman of Tokyo Tatemono Real Estate Sales Co., Ltd. (tothe present)
Reasons for selection as a nominee for Director:
Mr. Makio Tanehashi was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business gained from his term of office as President & Chief Executive
Officer and Director and Chairman of Tokyo Tatemono Real Estate Sales Co., Ltd., in the expectation that he will leveragethese qualities to continue to contribute to the enhancement of the Tokyo Tatemono Group’s corporate value on a long-termbasis and the strengthening of the governance system.
Important concurrent positions with companies other than the Company:
Director and Chairman of Tokyo Tatemono Real Estate Sales Co., Ltd.

No.

Name
(Date of birth)2

Hitoshi Nomura(October 10, 1958)
For reappointment
Number of theCompany’s shares held:
11,800Served as Director for 11
years to date
Attended 13 out of 13
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1981
Joined the Company
March 2005
General Manager of Property Management Department of the Company
March 2008
Director, and General Manager of Property Planning Department of theCompany
March 2011
Managing Director responsible for Kansai Branch and Kyushu Branch, andDivision Director of Commercial Properties Division of the Company
March 2013
Executive Managing Officer, Director responsible for Kansai Branch,
Sapporo Branch, Kyushu Branch and Nagoya Branch, and Division Directorof Commercial Properties Division of the Company
March 2015
Senior Executive Managing Officer and Director responsible for Personnel
Department, Corporate Planning Department, and General Affairs
Department of the Company
January 2017
President and Chief Executive Officer, and Representative Director of theCompany (to the present)

Reasons for selection as a nominee for Director:
Mr. Hitoshi Nomura was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business, in the expectation that he will leverage these qualities tocontinue to lead the Tokyo Tatemono Group’s management and to contribute to the enhancement of the Tokyo TatemonoGroup’s corporate value on a long-term basis and the promotion of its growth strategies.

-6-

No.

3

No.

4

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1984
Joined The Fuji Bank, Limited
Masami Kamo
April 2011
Managing Officer and General Manager of Wealth Marketing Department of(September 9, 1961)
Mizuho Bank, Ltd.
March 2013
Executive Managing Officer and Director responsible for FinanceFor reappointment
Department, Accounting Department and Administration Service
Department, Division Director of Real Estate Solution Service Division andNumber of theGeneral Manager of Finance Department of the Company
Company’s shares held:
February 2014
Executive Managing Officer and Director responsible for Finance
16,500Department, Accounting Department and Division Director of Real Estate
Solution Service Division and General Manager of Finance Department ofServed as Director for 6
the Company
years to date
March 2015
Executive Managing Officer and Director responsible for Corporate
Communications Department, Finance Department, Accounting Department
Attended 13 out of 13
and Appraisal Department; Division Director of Real Estate Solution Service
meetings of Board of
Division; Division Director of Senior Business Division; and General
Directors in fiscal termManager of Finance Department of the Company
ended Dec. 31, 2018
July 2015
Executive Managing Officer and Director responsible for Corporate(100%)
Communications Department, Finance Department, Accounting Department,
and Appraisal Department; Division Director of Senior Business Division;and General Manager of Finance Department of the Company
January 2017
Senior Executive Managing Officer, Director, and Division Director of Real
Estate Solution Service Division and Senior Business Division of theCompany
President & Chief Executive Officer of Tokyo Tatemono Real Estate Sales
Co., Ltd. (to the present)
January 2019
Senior Executive Managing Officer, Director, and Division Director of Real
Estate Solution Service Division of the Company (to the present)
Reasons for selection as a nominee for Director:
Mr. Masami Kamo was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business gained from his term of office as President & Chief Executive
Officer of Tokyo Tatemono Real Estate Sales Co., Ltd., in the expectation that he will leverage these qualities to continue tocontribute to the enhancement of the Tokyo Tatemono Group’s business performance.
Important concurrent positions with companies other than the Company:
President & Chief Executive Officer of Tokyo Tatemono Real Estate Sales Co., Ltd.
Name
(Date of birth)

Kengo Fukui(August 1, 1957)
For reappointment
Number of theCompany’s shares held:
29,200Served as Director for 4
years to date

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1982
Joined the Company
October 2002
General Manager of Fukuoka Branch of the Company
March 2011
Director and General Manager of Corporate Planning Department of theCompany
March 2013
Managing Officer and General Manager of Leasing & Consulting
Department of the Company
March 2015
Executive Managing Officer and Director responsible for Kansai Branch,
Sapporo Branch, Kyushu Branch and Nagoya Branch; and Division Directorof Commercial Properties Division of the Company
January 2019
Senior Executive Managing Officer and Director responsible for Kansai
Branch, Sapporo Branch, Kyushu Branch and Nagoya Branch; and Division
Director of Commercial Properties Division of the Company (to the present)

Attended 13 out of 13
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)
Reasons for selection as a nominee for Director:
Mr. Kengo Fukui was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business, in the expectation that he will leverage these qualities tocontinue to contribute to the enhancement of the Tokyo Tatemono Group’s business performance.

-7-

No.

5

No.

6

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1987
Joined the Company
Katsuhito Ozawa
March 2007
General Manager of Residential Management Business Department of the(February 1, 1964)
Company
July 2009
Director and General Manager of Finance Department of Tokyo Realty
For reappointment
Investment Management, Inc.
March 2012
General Manager of Corporate Planning Department of the Company
Number of the
March 2015
Managing Officer and General Manager of Corporate Planning Department
Company’s shares held:of the Company
8,500
January 2017
Executive Managing Officer responsible for Corporate Communications
Department, Finance Department, Accounting Department and Appraisal
Served as Director for 2
Department; Division Director of International Business Division andyears to date
Leisure Business Division; and General Manager of Finance Department andInternational Business Department of the Company
Attended 13 out of 13
meetings of Board of
March 2017
Executive Managing Officer and Director responsible for Corporate
Directors in fiscal termCommunications Department, Finance Department, Accounting Department
ended Dec. 31, 2018
and Appraisal Department; Division Director of International Business(100%)
Division and Leisure Business Division; and General Manager of Finance
Department and International Business Department of the Company
August 2017
Executive Managing Officer and Director responsible for Corporate
Communications Department, Finance Department, Accounting Department
and Appraisal Department; Division Director of International Business
Division and Leisure Business Division; and General Manager ofInternational Business Department of the Company
January 2019
Executive Managing Officer and Director responsible for Corporate
Communications Department, Finance Department, and Accounting
Department; Division Director of International Business Division; andGeneral Manager of International Business Department of the Company (tothe present)
Reasons for selection as a nominee for Director:
Mr. Katsuhito Ozawa was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business, in the expectation that he will leverage these qualities tocontinue to contribute to the enhancement of the Tokyo Tatemono Group’s business performance.
Name(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1987
Joined the Company
Akira Izumi
March 2009
General Manager of Retail Management Department of the Company(March 6, 1965)
March 2013
General Manager of Retail Management Department and Commercial
Properties Business Planning Department of the Company
For reappointment
March 2015
Managing Officer and General Manager of Urban Development Departmentof the Company
Number of theCompany’s shares held:
January 2017
Executive Managing Officer responsible for Personnel Department,
2,900
Corporate Planning Department, and General Affairs Department; andGeneral Manager of Corporate Planning Department of the Company
Served as Director for 2
March 2017
Executive Managing Officer and Director responsible for Personnel
years to date
Department, Corporate Planning Department, and General Affairs
Department; and General Manager of Corporate Planning Department of the
Attended 13 out of 13
Company
meetings of Board ofJanuary 2019
Executive Managing Officer and Director responsible for Personnel
Directors in fiscal term
Department, Corporate Planning Department, General Affairs Department,
ended Dec. 31, 2018
and Appraisal Department; and General Manager of Corporate Planning(100%)
Department of the Company (to the present)
Reasons for selection as a nominee for Director:
Mr. Akira Izumi was selected as a nominee for Director, on the basis of his considerable management experience andwide-ranging insight into the Tokyo Tatemono Group’s business, in the expectation that he will leverage these qualities tocontinue to contribute to the enhancement of the Tokyo Tatemono Group’s business performance.

-8-

No.

7

No.

8

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1986
Joined the Company
Hisatoshi Kato
March 2011
General Manager of Residential Management Department of the Company(September 14, 1963)
March 2012
General Manager of Residential Leasing Department of the Company
September 2014
General Manager of Residential Leasing Department of the Company
To be newly appointed
President and CEO of Tokyo Tatemono Senior Life Support Co., Ltd. (to thepresent)
Number of theJanuary 2016
Managing Officer of the Company
Company’s shares held:
January 2019
Executive Managing Officer and Division Director of Senior Business
5,739
Division and Leisure Business Division of the Company (to the present)
Reasons for selection as a nominee for Director:
Mr. Hisatoshi Kato was selected as a nominee for new Director, on the basis of his considerable management experience invarious fields since joining the Company which provided wide-ranging insight into the Tokyo Tatemono Group’s business, inthe expectation that he will leverage these qualities to contribute to the enhancement of the Tokyo Tatemono Group’s businessperformance.
Important concurrent positions with companies other than the Company:
President & Chief Executive Officer of Tokyo Tatemono Senior Life Support Co., Ltd.
Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1987
Joined the Company
Hideshi Akita
March 2006
General Manager of Residential Management Department of the Company(May 18, 1964)
March 2007
General Manager of Acquisitions Department of the Company
January 2015
General Manager of Personnel Department of the Company
To be newly appointed
January 2016
Managing Officer and General Manager of Personnel Department of the
Number of theCompany
Company’s shares held:
January 2017Managing Officer and Vice Division Director of Residential Development
3,800
Division of the Company
January 2019
Executive Managing Officer and Division Director of Residential
Development Division of the Company (to the present)
Reasons for selection as a nominee for Director:
Mr. Hideshi Akita was selected as a nominee for new Director, on the basis of his considerable management experience invarious fields since joining the Company which provided wide-ranging insight into the Tokyo Tatemono Group’s business, inthe expectation that he will leverage these qualities to contribute to the enhancement of the Tokyo Tatemono Group’s businessperformance.

-9-

No.

9

Name
(Date of birth)

Yoshiyuki Imai
(February 8, 1956)
For reappointment
External
Independent
Number of theCompany’s shares held:
0

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1978
Joined The Yasuda Mutual Life Insurance Company
April 1995
Head of Numazu Branch of The Yasuda Mutual Life Insurance Company
April 2008
Director and Head of Osaka Central Branch of Meiji Yasuda Life Insurance
Company
June 2009
Executive Director of Meiji Yasuda Mental Health Foundation (retired in
March 2012)
April 2011
President and Representative Director of Meiji Yasuda Insurance Service
Company, Limited (retired in March 2017)
March 2017

External Director of the Company (to the present)

Served as Director for 2
years to date
Attended 13 out of 13
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)
Reasons for selection as a nominee for External Director:
Mr. Yoshiyuki Imai was selected as a nominee for External Director, on the basis of his considerable management experienceand wide-ranging insight, in the expectation that he will leverage these qualities to continue to contribute to the strengtheningof the Company’s governance system through the enhancement of supervisory functions over the execution of the duties of
Directors from an independent point of view.
Mr. Yoshiyuki Imai satisfies the Criteria for Independence stipulated by the Company and the Company deems him to be asuitable person as an Independent Director with no possibility of conflict of interest with general shareholders.

Notes:
1. Mr. Yoshiyuki Imai is a nominee for External Director.
2. The Company has concluded a contract with Mr. Yoshiyuki Imai to limit his liability for damages specified in
Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in Article 427, Paragraph 1of the Companies Act. The amount of the limit for the liability for damages under this contract shall be theamount specified by laws and regulations. If Mr. Yoshiyuki Imai is reappointed as proposed, the Company
plans to continue the above-mentioned contract with him.
3. Mr. Yoshiyuki Imai is currently an External Director of the Company and he will have served for two (2)years since his appointment at the time of conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Yoshiyuki Imai as an
Independent Director in compliance with TSE provisions.

-10-

No.

Name
(Date of birth)10

Yoshimitsu Onji
(November 1, 1954)
For reappointment
External
Independent
Number of theCompany’s shares held:
0Served as Director for 1
year to date

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.
September 1998
Director and Vice President of R.E. Partners, Co., Ltd. (retired in April 2000)
December 1999
CEO of OZ Corporation (to the present)
March 2000
Managing Executive Officer of RECOF Office (currently RECOF
Corporation)
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)
March 2018
External Director of the Company (to the present)
April 2018
Chairman and Director of Hongo Tsuji Business Consulting Co., Ltd.
(retired in November 2018)
June 2018
Outside Director of NIHON CHOUZAI Co., Ltd. (to the present)

Attended 9 out of 9
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)
Reasons for selection as a nominee for External Director:
Mr. Yoshimitsu Onji was selected as a nominee for External Director, on the basis of his considerable management experienceand wide-ranging insight, in the expectation that he will leverage these qualities to continue to contribute to the strengtheningof the Company’s governance system through the enhancement of supervisory functions over the execution of the duties of
Directors from an independent point of view.
Mr. Yoshimitsu Onji satisfies the Criteria for Independence stipulated by the Company and the Company deems him to be asuitable person as an Independent Director with no possibility of conflict of interest with general shareholders.
Important concurrent positions with companies other than the Company:
CEO of OZ Corporation
Outside Director of NIHON CHOUZAI Co., Ltd.

Notes:
1. Mr. Yoshimitsu Onji is a nominee for External Director.
2. The Company and NIHON CHOUZAI Co., Ltd. have transactions in purchase and sale of real estate, but theannual amount of transactions with NIHON CHOUZAI in the fiscal term ended December 31, 2018accounted for less than 1% of the Company’s consolidated revenue from operations.
3. The Company has concluded a contract with him to limit his liability for damages specified in Article 423,
Paragraph 1 of the Companies Act, in accordance with the provision in Article 427, Paragraph 1 of theCompanies Act. The amount of the limit for the liability for damages under this contract shall be the amountspecified by laws and regulations. If Mr. Yoshimitsu Onji is reappointed as proposed, the Company plans tocontinue the above-mentioned contract with him.
4. Mr. Yoshimitsu Onji is currently an External Director of the Company and he will have served for one (1)year since his appointment at the time of conclusion of this Ordinary General Meeting of Shareholders.
5. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Yoshimitsu Onji as an
Independent Director in compliance with TSE provisions.

-11-

No.

11

Name
(Date of birth)

Shuichi Hattori(November 25, 1953)
To be newly appointed
External
Independent
Number of theCompany’s shares held:
1,400
Attended 13 out of
13meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)*

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1984
Registered as a lawyer
July 1988
Established Hattori Law Firm (currently Hattori General Law Firm) (to thepresent)
June 2004
External Audit and Supervisory Board Member of USHIO INC. (retired inJune 2016)
April 2007
Lecturer (in charge of Financial Instruments and Exchange Act) at Keio
University Law School (to the present)
March 2009
External Audit and Supervisory Board Member of LOOKINCORPORATED (currently LOOK HOLDINGS INCORPORATED) (tothe present)
January 2013
External Audit and Supervisory Board Member of POKKA SAPPORO Food
& Beverage Ltd.
(retired in March 2016)
March 2015
External Audit and Supervisory Board Member of the Company (to thepresent)
June 2016
External Director of USHIO INC. (retired in June 2018)*Attendance as External
Audit and Supervisory
Board Member
Reasons for selection as a nominee for External Director:
Mr. Shuichi Hattori was selected as a nominee for new External Director, on the basis of his specialized knowledge andexperience as a lawyer, in the expectation that he will leverage these qualities to contribute to the strengthening of theCompany’s governance system through the enhancement of supervisory functions over the execution of the duties of Directors
from an independent point of view.
Mr. Shuichi Hattori satisfies the Criteria for Independence stipulated by the Company and the Company deems him to be asuitable person as an Independent Director with no possibility of conflict of interest with general shareholders.
Important concurrent positions with companies other than the Company:
Lawyer of Hattori General Law Firm
External Audit and Supervisory Board Member of LOOK HOLDINGS INCORPORATED

Notes:
1. Mr. Shuichi Hattori is a nominee for External Director.
2. Mr. Shuichi Hattori is scheduled to retire from his position as External Audit and Supervisory Board Memberof LOOK HOLDINGS INCORPORATED on March 28, 2019.
3. If Mr. Shuichi Hattori 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. Although Mr. Shuichi Hattori has never been involved in corporate management other than serving as anexternal officer, the Company judges that his specialized knowledge and experience as a lawyer make him asuitable person for the position of External Director.
5. Mr. Shuichi Hattori is currently an External Audit and Supervisory Board Member of the Company and hewill have served as External Audit and Supervisory Board Member of the Company for four (4) years since
his appointment at the time of conclusion of this Ordinary General Meeting of Shareholders. Mr. Shuichi
Hattori will resign from his position as External Audit and Supervisory Board Member of the Company upon
the conclusion of this Ordinary General Meeting of Shareholders.
6. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Shuichi Hattori as aprospective Independent Director in compliance with TSE provisions.

-12-

No.

12

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
Joined The Fuji Bank, Limited
Mitsuhiro Nagahama April 1976
March 2003
Executive Officer and General Manager of Otemachi Corporate Banking(October 24, 1953)
Division No. 6 and Otemachi Corporate Banking Division No. 7 of Mizuho
Corporate Bank, Ltd.
To be newly appointed
April 2005
Managing Executive Officer in charge of Corporate Banking of Mizuho
External
Corporate Bank, Ltd.
Independent
April 2010
Director and Deputy President and Head of the Americas of Mizuho
Corporate
Bank, Ltd. (retired in April 2013)
Number of theApril 2013
Chairman of the Board of Mizuho Securities Co., Ltd. and Chairman ofCompany’s shares held:
Mizuho Securities USA Inc.
0
April 2015
Senior Adviser of Mizuho Securities Co., Ltd. and Chairman of Mizuho
Securities USA Inc.
May 2015
Senior Adviser of Mizuho Securities Co., Ltd. (to the present)
June 2015
Outside Audit & Supervisory Board Member of Azbil Corporation (to thepresent)
March 2018
Outside Company Auditor of Kuraray Co., Ltd. (to the present)
Reasons for selection as a nominee for External Director:
Mr. Mitsuhiro Nagahama was selected as a nominee for new External Director, on the basis of his considerable management
experience and wide-ranging insight, in the expectation that he will leverage these qualities to contribute to the strengtheningof the Company’s governance system through the enhancement of supervisory functions over the execution of the duties of
Directors from an independent point of view.
Mr. Mitsuhiro Nagahama satisfies the Criteria for Independence stipulated by the Company and the Company deems him to bea suitable person as an Independent Director with no possibility of conflict of interest with general shareholders.
Important concurrent positions with companies other than the Company:
Outside Audit & Supervisory Board Member of Azbil Corporation
Outside Company Auditor of Kuraray Co., Ltd.

Notes:
1. Mr. Mitsuhiro Nagahama is a nominee for External Director.
2. The Company and Azbil Corporation have transactions such as contracting of building and facilities
management. The amount of transactions with Azbil in the fiscal term ended December 31, 2018 accounted
for less than 1% of the Company’s consolidated revenue from operations.
3. If Mr. Mitsuhiro Nagahama 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 withthe provision 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. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Mitsuhiro Nagahama as aprospective Independent Director in compliance with TSE provisions.
(Reference: Criteria for Independence of External Directors)
The Company has in place the Criteria for Independence to ensure the substantial independence of External
Directors to be appointed. The Company deems External Directors to be independent when, in addition to meetingthe criteria for independence stipulated by the Tokyo Stock Exchange, they do not fall under any of the following
items.
• 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• 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• A representative, member or employee of an auditing firm employed as Accounting Auditor for the Company• 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. Candidates are nominatedby the resolution of the Board of Directors based on the deliberation of the Advisory Committee which mainly
consists of independent external directors.

-13-

Proposal No. 3:
Election of Four (4) Audit and Supervisory Board Members
The term of office of Audit and Supervisory Board Members Mr. Kouji Kawakubo and Mr. Takao Yamaguchi
will expire upon the conclusion of this Ordinary General Meeting of Shareholders and Audit and Supervisory
Board Members Mr. Toshiyuki Hanazawa and Mr. Shuichi Hattori will resign upon the conclusion of thisOrdinary General Meeting of Shareholders. Accordingly, it is proposed that the following four (4) nominees be
appointed as Audit and Supervisory Board Members.
The nominees for Audit and Supervisory Board Members are as follows and Mr. Takashi Yoshino and Ms.
Sayaka Hieda are nominees to substitute for Mr. Toshiyuki Hanazawa and Mr. Shuichi Hattori, respectively.
The Audit and Supervisory Board has consented to this proposal.
No.

1

Name
(Date of birth)

Kouji Kawakubo(October 7, 1956)
For reappointment
Number of theCompany’s shares held:
1,000
Served as Audit andSupervisory Board
Member for 2 years todate

Brief personal profile, title and important concurrent positions with companies other than the
Company
April 1980
Joined The Yasuda Trust and Banking Co., Ltd.
October 1999
General Manager of Consulting Department of The Yasuda Trust andBanking Co., Ltd.
April 2007
Executive Officer and General Manager of Corporate Business Planning
Department of Mizuho Trust & Banking Co., Ltd.
April 2009Managing Executive Officer and General Manager of Consulting
Department of Mizuho Bank, Ltd.
March 2013
President and Representative Director of Mizuho Trust Realty Co., Ltd.
July 2015
President and Representative Director of Mizuho Realty Co., Ltd.
(retired in March 2017)
March 2017
Audit and Supervisory Board Member (full-time) of the Company (to thepresent)

Attended 13 out of 13
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)
Attended 14 out of 14
meetings of Audit andSupervisory Board in
fiscal term ended Dec.
31, 2018 (100%)
Reasons for selection as a nominee for Audit and Supervisory Board Member:
Mr. Kouji Kawakubo was selected as a nominee for Audit and Supervisory Board Member, on the basis of his considerable
management experience and wide-ranging insight, in the expectation that he will leverage these qualities to continue tocontribute to the strengthening of the audit system.

Notes:
1. No special relationships of interest exist between the Company and the nominee for Audit and Supervisory
Board Member.
2. The Company has concluded a contract with Mr. Kouji Kawakubo to limit his liability for damages specified
in Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in Article 427, Paragraph
1 of the Companies Act. The amount of the limit for the liability for damages under this contract shall be theamount specified by laws and regulations. If Mr. Kouji Kawakubo is reappointed as proposed, the Company
plans to continue the above-mentioned contract with him.

-14-

No.

Name
(Date of birth)

2

Takashi Yoshino(December 6, 1960)
To be newly appointed
Number of theCompany’s shares held:
0

Brief personal profile, title and important concurrent positions with companies other than the
Company
April 1983
Joined The Yasuda Fire and Marine Insurance Co., Ltd.
April 2009
General Manager of Marine Insurance Office of Sompo Japan Insurance Inc.
October 2011
President and Director of Sompo Japan Nipponkoa Insurance Company ofEurope Limited (retired in March 2016)
April 2013
General Manager, Europe Division of Sompo Japan Insurance Inc.
April 2014
Executive Officer and General Manager of Europe Division of Sompo Japan
Insurance Inc.
Executive Officer and General Manager of Europe Division of
NIPPONKOA Insurance Co., Ltd.
September 2014
Executive Officer and General Manager of Europe Division of Sompo Japan
Nipponkoa Insurance Inc.
Executive Officer and General Manager of Europe Division of Sompo Japan
Nipponkoa Holdings, Inc. (retired in March 2016)
April 2016
Executive Vice President of Sompo Japan Nipponkoa Insurance Inc.
April 2018

Executive Vice President and General Manager of Enterprise Market
Promotion Division of Sompo Japan Nipponkoa Insurance Inc. (to thepresent)

Reasons for selection as a nominee for Audit and Supervisory Board Member:
Mr. Takashi Yoshino was selected as a nominee for new Audit and Supervisory Board Member, on the basis of his
considerable management experience and wide-ranging insight, in the expectation that he will leverage these qualities tocontribute to the strengthening of the audit system.

Notes:
1. The Company has transactions with Sompo Japan Nipponkoa Insurance Inc. where Mr. Takashi Yoshino has aconcurrent position, but he is to retire from his position there as Executive Vice President and General
Manager of Enterprise Market Promotion Division on March 26, 2019.
2. If Mr. Takashi Yoshino 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.
3. As Mr. Takashi Yoshino is to be appointed as a substitute, in accordance with the provisions of the Company’s
Articles of Incorporation, his term of office shall be the same as the remaining term of office of the resigning
Audit and Supervisory Board Member as follows:
Until the conclusion of the Ordinary General Meeting of Shareholders for the 202nd Fiscal Term fromJanuary 1, 2019 to December 31, 2019

-15-

No.

Name
(Date of birth)

3

Takao Yamaguchi(September 13, 1954)
For reappointment
External
Independent
Number of theCompany’s shares held:
1,000

Brief personal profile, title and important concurrent positions with companies other than the
Company
February 1985
Registered as a certified public accountant
September 1987
Joined Yamaguchi Certified Public Accountant Office
January 1996
Head of Yamaguchi Certified Public Accountant Office (to the present)
June 2013
External Audit and Supervisory Board Member of SATO HOLDINGSCORPORATION (to the present)
June 2015
Outside Corporate Auditor of KYORIN Holdings, Inc. (to the present)
March 2016
External Audit and Supervisory Board Member of the Company (to thepresent)

Served as Audit andSupervisory Board
Member for 3 years todate
Attended 13 out of 13
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2018
(100%)
Attended 14 out of 14
meetings of Audit andSupervisory Board in
fiscal term ended Dec.
31, 2018 (100%)
Reasons for selection as a nominee for External Audit and Supervisory Board Member:
Mr. Takao Yamaguchi was selected as a nominee for Audit and Supervisory Board Member, on the basis of his specialized
knowledge and experience as a certified public accountant, in the expectation that he will leverage these qualities to continue
to contribute to the strengthening of the audit system from an independent point of view.
Important concurrent positions with companies other than the Company:
Certified public accountant, Head of Yamaguchi Certified Public Accountant Office
External Audit and Supervisory Board Member of SATO HOLDINGS CORPORATION
Outside Corporate Auditor of KYORIN Holdings, Inc.

Notes:
1. No special relationships of interest exist between the Company and the nominee for Audit and Supervisory
Board Member.
2. Mr. Takao Yamaguchi is a nominee for External Audit and Supervisory Board Member.
3. The Company has concluded a contract with Mr. Takao Yamaguchi to limit his liability for damages specified
in Article 423, Paragraph 1 of the Companies Act, in accordance with the provision in Article 427, Paragraph
1 of the Companies Act. The amount of the limit for the liability for damages under this contract shall be theamount specified by laws and regulations. If Mr. Takao Yamaguchi is reappointed as proposed, the Company
plans to continue the above-mentioned contract with him.
4. Although Mr. Takao Yamaguchi has never been involved in corporate management other than serving as anexternal officer, the Company judges that his specialized knowledge and experience as a certified public
accountant make him a suitable person for the position of External Audit and Supervisory Board Member.
5. Mr. Takao Yamaguchi is currently an External Audit and Supervisory Board Member of the Company and hewill have served for three (3) years since his appointment at the time of conclusion of this Ordinary General
Meeting of Shareholders.
6. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Takao Yamaguchi as an
Independent Audit and Supervisory Board Member in compliance with TSE provisions.

-16-

No.

4

Name
(Date of birth)

Sayaka Hieda(October 22, 1978)

Brief personal profile, title and important concurrent positions with companies other than the
Company
September 2007
Registered as a lawyer
September 2007
Joined HANZOMON SOGO LAW OFFICE (resigned in December 2009)
January 2010
Joined OMOTESANDO SOGO LAW OFFICE (to the present)

To be newly appointed
External
Independent
FemaleNumber of theCompany’s shares held:
0
Reasons for selection as a nominee for External Audit and Supervisory Board Member:
Ms. Sayaka Hieda was selected as a nominee for new External Audit and Supervisory Board Member, on the basis of her
specialized knowledge and experience as a lawyer, in the expectation that she will leverage these qualities to contribute to thestrengthening of the audit system from an independent point of view.
Important concurrent positions with companies other than the Company:
Lawyer, OMOTESANDO SOGO LAW OFFICE

Notes:
1. No special relationships of interest exist between the Company and the nominee for Audit and Supervisory
Board Member.
2. Ms. Sayaka Hieda is a nominee for External Audit and Supervisory Board Member.
3. If Ms. Sayaka Hieda is appointed as proposed, the Company plans to conclude a contract with her to limit her
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. Although Ms. Sayaka Hieda has never been involved in corporate management, the Company judges that her
specialized knowledge and experience as a lawyer make her a suitable person for the position of External
Audit and Supervisory Board Member.
5. As Ms. Sayaka Hieda is to be appointed as a substitute, in accordance with the provisions of the Company’s
Articles of Incorporation, her term of office shall be the same as the remaining term of office of the resigning
Audit and Supervisory Board Member as follows:
Until the conclusion of the Ordinary General Meeting of Shareholders for the 202nd Fiscal Term fromJanuary 1, 2019 to December 31, 2019
6. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Ms. Sayaka Hieda as aprospective Independent Audit and Supervisory Board Member in compliance with TSE provisions.

-17-* This is an excerpt translation of the Business Report (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 26,713 shares of treasury stock)(Note) The number of shares of treasury stock does not include 127,000 shares owned by the Board Benefit Trust.

(2) Number of shareholders
Number of shareholders

15,599 persons(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio

thousand shares%

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

20,645

9.52

Japan Trustee Services Bank, Ltd. (Trust Account)

13,747

6.34

SSBTC CLIENT OMNIBUS ACCOUNT

5,910

2.72

Sompo Japan Nipponkoa Insurance Inc.

5,242

2.42

Meiji Yasuda Life Insurance Company

4,729

2.18

THE BANK OF NEW YORK MELLON 140051

4,282

1.97

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

4,219

1.95

JP MORGAN CHASE BANK 380634

4,009

1.85

JP MORGAN CHASE BANK 385151

3,128

1.44

STATE STREET BANK AND TRUST COMPANY 505001

2,896

1.34

(Note) The Company’s treasury shares (26,713 shares) were excluded in the calculation of the shareholding ratio.

(4) Other important matters concerning shares
At its meeting held on January 18, 2019, the Company’s Board of Directors passed a resolution to acquire
the Company’s own shares in order to improve capital efficiency and expand shareholder returns. The plan isto acquire up to 10,000,000 shares of the Company’s common stock on the Tokyo Stock Exchange at a
maximum acquisition cost of ¥10.0 billion during the period from February 6, 2019 to December 31, 2019.

-18-

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

Director

Yoshimitsu Onji

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.

-19-

(Notes)1.

Mr. Kyonosuke Sasaki, Mr. Norimasa Kuroda, Mr. Yoshiyuki Imai, and Mr. Yoshimitsu Onji are External
Directors stipulated in Article 2, Item 15 of the Companies Act. The Company has notified the TSE of theirstatus as Independent Directors in compliance with TSE provisions.
2. 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 200th Ordinary General Meeting of Shareholders held on March 28, 2018, Mr. Yoshimitsu Onji wasnewly elected and assumed office as Director.
6. The term of office of each Director other than Mr. Yoshimitsu Onji 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 for the 201st Fiscal Term from January 1, 2018 to December 31, 2018.
7. The term of office of Mr. Yoshimitsu Onji shall be from the conclusion of the 200th Ordinary General Meetingof Shareholders held on March 28, 2018 to the conclusion of the Ordinary General Meeting of Shareholders
for the 201st Fiscal Term from January 1, 2018 to December 31, 2018.
8. The term of office of 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 from January 1,
2019 to December 31, 2019.
9. The term of office of Audit and Supervisory Board Member Mr. Takao Yamaguchi 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 Audit and Supervisory Board Member Mr. Kouji Kawakubo shall be from the conclusionof the 199th Ordinary General Meeting of Shareholders held on March 29, 2017 to the conclusion of theOrdinary General Meeting of Shareholders for the 201st Fiscal Term from January 1, 2018 to December 31,
2018.
11. On December 31, 2018, Mr. Hisao Shibayama retired from the office of Senior Executive Managing Officer
and Representative Director, and on January 1, 2019, Mr. Kengo Fukui was appointed Senior Executive
Managing Officer.
12. The Company has introduced the managing officer system. Directors excluding External Directors andManaging Officers of the Company as of January 1, 2019, are as follows.

Position
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 Director

Senior Executive Managing
Officer and Director

Areas of responsibility and importantconcurrent positions

Name

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

Masami Kamo

Division Director of Real Estate Solution
Service 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-20-

Position

Executive Managing Officer
and Director

Areas of responsibility and importantconcurrent positions
Responsible for Corporate
Communications Department, Finance
Department and Accounting Department;
Division Director of International Business
Division; and General Manager ofInternational Business Department

Name

Katsuhito Ozawa

Executive Managing Officer
and Director

Akira Izumi

Director

Hisao Shibayama

Responsible for Personnel Department,
Corporate Planning Department, General
Affairs Department and Appraisal
Department; and General Manager ofCorporate Planning Department

Executive Managing Officer

Hisatoshi Kato

Division Director of Senior Business
Division and Leisure Business Division
President and CEO of Tokyo Tatemono
Senior Life Support Co., Ltd.

Executive Managing Officer

Hideshi Akita

Division Director of Residential
Development Division

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

Satoshi Eida

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

Managing Officer

Takeshi Jinbo

Vice Division Director of Residential
Development Division and General
Manager of Acquisitions Department

Managing Officer

Shinjiro Kobayashi

General Manager of Urban Development
Department

Managing Officer

Nobuyoshi Takahashi

General Manager of General Affairs
Department

Managing Officer

Masayuki Okubo

General Manager of Business Planning
Department

Managing Officer

Kazuki Sugise

General Manager of Retail Management
Department (1)-21-

(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 ofpayeesTotal amount by
category of compensation, etc.
Fixed
PerformanceShare-based
compensation linked compensation compensation

persons

million yen

million yen

Total amount
paid
million yen

million yen

Directors
12
314
155
35
505
[External, inclusive]
[4]
[27]
[-]
[-]
[27]
Audit and Supervisory
4
64
64
Board Members
[2]
[12]
[-]
[-]
[12]
[External, inclusive]
Total
16
379
155
35
570
[External, inclusive]
[6]
[39]
[-]
[-]
[39]
(Note) Compensation for Directors excluding External Directors (hereinafter referred to as “Internal Directors”)
of the Company consists of fixed compensation, performance-linked compensation and share-based
compensation and compensation for External Directors consists of fixed compensation.
Fixed compensation is limited to not more than ¥35 million a month as resolved at the 190th Ordinary
General Meeting of Shareholders held on March 28, 2008 and performance-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 as resolved at the 195th
Ordinary General Meeting of Shareholders held on March 28, 2013. Compensation for each Internal
Director is determined by the Board of Directors based on the deliberation of the Advisory Committee
which mainly consists of independent external directors. Share-based compensation is a maximum of
40,000 points (equivalent to 40,000 shares) for each fiscal year based on the Board Benefit Trust as
resolved at the 200th Ordinary General Meeting of Shareholders held on March 28, 20018.
Compensation for Audit and Supervisory Board Members is limited to not more than ¥8 million per month
as resolved at the 190th Ordinary General Meeting of Shareholders held on March 28, 2008.
== Reference == <Director compensation>

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 points
for each fiscal year
(equivalent to 40,000 shares)

Internal Directors

Fixed compensation

Performance-linked
compensation

Share-based compensation

External Directors

Fixed compensation

—

—

-22-

(4) External Officers
1. Important concurrent positions
Category
External Director

Name

Concurrent office
NPO TALK Table
Coordinate Society (TCS)

Kyonosuke Sasaki

JTB Corp.

External Director

Seiko Instruments Inc.

Norimasa Kuroda

TOKYO FM
Broadcasting Co., Ltd.

External Director

Yoshimitsu Onji

External Audit andSupervisory Board
Member

Shuichi Hattori

External Audit andSupervisory Board
MemberShouohkai Foundation
OZ Corporation
NIHON CHOUZAI Co.,Ltd.
Hattori General Law Firm
LOOK HOLDINGSINCORPORATED
Yamaguchi Certified
Public Accountant Office
SATO HOLDINGSCORPORATION

Takao Yamaguchi

KYORIN Holdings, Inc.

Title
President
External Audit andSupervisory Board
MemberExternal Overseer ofAudits and Corporate
PolicyExternal Audit andSupervisory Board
MemberChairmanCEO
Outside Director
LawyerExternal statutory auditor
Certified public
accountant
External Audit &Supervisory Board
MemberOutside Corporate Auditor(Notes) 1. JTB Corp. is contracted to arrange business trips, etc. for the Company but the amount of annual transactions was less than
¥10 million in the fiscal year ended December 31, 2018.
2. Shouohkai Foundation is the entrusted provider of medical examination services, etc. to the Company, but the annual
amount of transactions was less than ¥10 million in the fiscal year ended December 31, 2018. The Company donates toShouohkai Foundation, but the amount donated annually was less than ¥1 million in the fiscal year ended December 31,
2018.
3. The Company and NIHON CHOUZAI Co., Ltd. have transactions in purchase and sale of real estate, but the amount oftransactions with NIHON CHOUZAI in the fiscal year ended December 31, 2018 accounted for less than 1% of theCompany’s consolidated revenue from operations.
4. 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 13 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 13 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 13 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.

-23-

Category

Name

Main activities

External Director

Yoshimitsu
Onji

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 all 13 meetings of the Board of Directors and all
14 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.

External Audit andSupervisory Board Member

Takao
Yamaguchi

Participated in all 13 meetings of the Board of Directors and all
14 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.

-24-Consolidated Balance Sheet(As of December 31, 2018)(Assets)
Item
Current assets
Cash and deposits(Millions of yen)
(Liabilities)

Amount355,454
31,716Item
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds

Amount185,924
65,92533,00015,000Notes and operating accounts
receivable

11,876

Real estate for sale104,221

Accounts payable, trade

11,193

Real estate for sale in progress

101,059

5,835

Real estate for development

78,157

Accrued income taxes
Provision for compensation forcompleted construction
Provision for bonuses
Provision for bonuses to directors

10

2,095
929
26,36943(43)
Deposits received under Real Estate
8,042
Specified Joint Enterprise Act
1,096,130772,800
45,944
Other current liabilities
225,265 Long-term liabilities
909,081
527,272
145,000
Bonds
8,479
594,449
Long-term borrowings
11,782
21,793
Deferred income taxes
Deferred income taxes on land
27,277
110,416
Intangible assets
revaluation
106,083
53
Leaseholds
Provision for board benefit trust
169
Provision for retirement benefits for
4,332
directors
Other intangible assets
30
Provision for environmental measures
212,91275,245
Guarantee deposits received
Investments and other assets
127,788
11,477
Investment securities
Net defined benefit liability
4,904
Investments in silent partnerships
Deposits received under Real Estate
18,600Specified Joint Enterprise Act
7
Long-term loans
1,252
Deferred income taxes
14,985
Other long-term liabilities
21,232
Lease and guarantee deposits
858 Total Liabilities
Net defined benefit asset
1,095,005
56,966(Net Assets)
Other investments and other assets(98) Shareholders’ equity
266,404
Allowance for doubtful accounts
92,451
Capital stock
Capital surplus
66,722
107,468
Retained earnings(237)
Treasury stock
Accumulated other comprehensive
81,726
incomeValuation difference on available-for-sale
49,859securities
30,932
Revaluation reserve for land872
Foreign currency translation adjustments
61
Remeasurements of defined benefit plans
8,447
Non-controlling interests
356,578
Total Net Assets
Total Assets
1,451,584 Total Liabilities and Net Assets
1,451,584
Note: Figures less than a million are rounded down.
Deferred income taxes
Other current assets
Allowance for doubtful accounts
Fixed assets
Property and equipment
Buildings and structures
Land
Construction in progress
Other property and equipment-25-

Consolidated Statement of Income(From January 1, 2018 to December 31, 2018)(Millions of yen)AmountItem
Revenue from operations

273,302

Cost of revenue

192,134

Gross profit

81,168Selling, general and administrative expenses

34,402

Operating income

46,765Non-operating income
Interest and dividend income

2,420

Equity in earnings of affiliated companies

408

Subsidy income

430

Other non-operating income

333

3,593

Non-operating expenses
Interest expenses

6,020

Borrowing fee

1,156

Bond issuance cost

206

Dividends paid under Real Estate Specified Joint Enterprise Act

351

Other non-operating expenses

585

Ordinary income

8,321
42,036Extraordinary income
Gain on sales of fixed assets

54

Gain on sale of investment securities

28

Gain on sales of investments in subsidiaries and affiliates

637

720

Extraordinary loss
Loss on sales of fixed assets

0Loss on disposal of fixed assets

159

Impairment loss

2,495

Income before income taxes

2,655
40,101

Current income taxes

13,266

Deferred income taxes(1,321)

Net income

11,94528,155

Net income attributable to non-controlling interests878

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

27,277-26-

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2018 to December 31, 2018)(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
Change of scope of
consolidation
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
87,153

Treasury stock

Total
shareholders’equity(32)

246,295(6,942)(6,942)

27,27727,277
(205)

(205)

0

0

(0)
(20)

(20)

-

(0)

20,314(205)

20,10992,451

66,722

107,468(237)

266,404

Accumulated other comprehensive income
Valuation difference on
Revaluation
available-forreserve for landsale securities

Balance at beginning of the62,50830,932current term
Changes in items during theterm
Dividends from surplus
Net income attributable toowners of the parent
Acquisition of treasury
stock
Disposal of treasury stock
Change of scope of
consolidation
Net amount of changes in
items other than
(12,649)
shareholders’ equity
Total amount of changes(12,649)
during the term
Balance at end of the current
49,85930,932term
Note: Figures less than a million are rounded down.

Total
Foreign currency Remeasurements accumulated
otherof definedtranslation
comprehensive
benefit plansadjustments
income4,530

664

98,636

Noncontrollinginterests

Total net
assets8,487

353,419(6,942)
27,277
(205)
0
(20)

-27-

(3,658)(602)(16,910)(40) (16,950)(3,658)(602)(16,910)

(40)

3,158

872

61

81,726

8,447

356,578

Non-Consolidated Balance Sheet(As of December 31, 2018)(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
Intangible assets
Leaseholds
Other 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
Lease and guarantee deposits

Amount285,355
12,041
6,142
60,492
101,401
77,996
2,800
1,950
1,383
6,582
15,530(Liabilities)
Item
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds
Accounts payable, trade
Accrued expenses
Accrued income taxes
Advances received
Deposits received
Provision for bonuses
Deposits received under Real EstateSpecified Joint Enterprise Act(963)
Other current liabilities
951,088
651,236 Long-term liabilities
135,077
Bonds
2,533
Long-term borrowings
823
Deferred income taxes
Deferred income taxes on land120
revaluation
807
Accrued severance indemnities
501,077
Provision for board benefit trust
8,330
Provision for environmental measures
Provision for loss on business of
2,466
subsidiaries and affiliates
15,238
Guarantee deposits received
Deposits
received under Real Estate
15,163Specified Joint Enterprise Act
74
Asset retirement obligations
284,613
Other long-term liabilities
92,165
Total Liabilities
90,692

Amount177,523
70,97233,00015,00011,402
6,887
3,628
17,953
10,321
228
8,042
87
699,998
145,000
401,036
18,65027,277
7,289
53
30
921
70,725
18,600361
10,051
877,522(Net Assets)

19,633

Shareholders’ equity

281,692

1,785

Capital stock

92,451

18,835

Capital surplus

63,729Legal capital reserve
Other capital surplus
12,467Retained earnings
Other retained earnings
20,730
Other investments and other assets(Reserve for reduction entry ofproperty replacement)(Retained earnings brought(78)
Allowance for doubtful accounts
forward)Treasury stock
Valuation and translation adjustments
Valuation difference on
available-for-sale securities
Revaluation reserve for land
Total Net Assets
1,236,443 Total Liabilities and Net Assets
Total Assets
Note: Figures less than a million are rounded down.
28,382-28-

63,7290125,753
125,753
5,323
120,429(242)
77,22946,29630,932358,921
1,236,443

Non-Consolidated Statement of Income(From January 1, 2018 to December 31, 2018)(Millions of yen)AmountItem
Revenue from operations
Revenue from building business
Revenue from residential business
Revenue from other businesses

69,32080,804
2,745

152,870

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

41,86456,247
2,374

100,486

Gross profit

52,383

Selling, general and administrative expenses

18,744

Operating income

33,639Non-operating income
Interest and dividend income
Other non-operating income

5,539
171

5,710

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

4,272
702
206
351
56
299

5,888

Ordinary income

33,461

Extraordinary income
Gain on sales of fixed assets
Gain on sale of investment securities
Gain on sales of investments in subsidiaries and affiliates

1
28
881

910

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

64
191
415

671

Income before income taxes

33,701

Current income taxes
Deferred income taxes

9,171(1,141)

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

8,029
25,671-29-

Non-Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2018 to December 31, 2018)(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

5,325

Total
retainedearnings

101,698

107,023(6,942)
25,671(6,942)
25,671

(1)

1

-

-

(0)

(0)

(1)

18,731

18,72992,451

63,729063,7295,323

120,429

125,753

Shareholders’ equity
Total
Treasury shareholders’stockequityValuation and translation adjustments
Valuation difference on
available-forsale securities

Balance at beginning of the(36)
263,168
current term
Changes in items during theterm
Dividends from surplus(6,942)
Net income
25,671
Reversal of reserve for
reduction entry of property
replacement
Acquisition of treasury
(205)
(205)
stock
Disposal of treasury stock00
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes(205)
18,524during the term
Balance at end of the current(242)
281,692
term
Note: Figures less than a million are rounded down.

57,482

Revaluation Total valuation
reserve for and translation
land
adjustments

30,932

88,415

Total net
assets351,583(6,942)
25,671
(205)
0

-30-

(11,185)-(11,185)(11,185)(11,185)-(11,185)

7,338

46,29630,932

77,229358,921