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 3, 2021
To Our Shareholders :Hitoshi Nomura
Representative Director,
President and Chief Executive Officer
Tokyo Tatemono Co., Ltd.
Head Office (commercial registration):
9-9 Yaesu 1-Chome, Chuo-ku, Tokyo
Head Office:4-16 Yaesu 1-Chome, Chuo-ku, TokyoNOTICE OF THE 203rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 203rd Ordinary General Meeting of Shareholders of Tokyo Tatemono Co., Ltd. (hereinafter “theCompany”) will be held as described below.
From the standpoint of preventing the spread of COVID-19, we respectfully ask shareholders to refrain from
attending the venue for the General Meeting of Shareholders. Please review the Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:30 p.m., Wednesday, March 24, 2021, either
through “Exercise of voting rights by electromagnetic means (via the Internet, etc.)” or “Exercise of voting rights
in writing (by postal mail)” as described on the following page.
Date and Time:

10:00 a.m., Thursday, March 25, 2021 (Reception starts at 9:00 a.m.)

Place:

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

Agenda of the Meeting:
Matters to be reported:

The Business Report, the Consolidated Financial Statements and the NonConsolidated Financial Statements for the 203rd Fiscal Term (from January 1,
2020 to December 31, 2020), 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
 Any major changes to the administration of the General Meeting of Shareholders due to future
circumstances will be announced on our website (https://www.tatemono.com/ir/stock/meeting.html).

-1-

Guide to Exercise of Voting Rights
Exercise of voting rights by electromagnetic means (via the Internet, etc.)
If you wish to exercise your voting rights via the Internet, please refer to the next page, follow the instructions on
the screen, and indicate your approval or rejection of the proposal.
Exercise deadline

5:30 p.m., Wednesday, March 24, 2021

Exercise of voting rights in writing (by postal mail)Please return the enclosed Voting Rights Exercise Form indicating your approval or rejection of the proposals to
be made at the above meeting, so that the Company receives it by the exercise deadline.
Exercise deadline

Form must arrive by 5:30 p.m., Wednesday, March 24, 2021

If you are attending the General Meeting of Shareholders
Please present the enclosed Voting Rights Exercise Form at the reception desk of the venue.
Please bring this booklet with you for your reference.
Date/time of convocation of the General Meeting of Shareholders

10:00 a.m., Thursday, March 25, 2021

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.
“Net de Shoshu” (Japanese only)
The main content of this Notice is available on your PC/smartphone.
Access the website below or scan the QR code to access the website to read the Notice.
https://s.srdb.jp/8804/
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 andOverview of the Structures to Ensure Appropriateness of Business Operations and 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 Non-Consolidated Financial Statements
are posted on our website (https://www.tatemono.com/ir/) (available in Japanese only) in accordance with thelaws and regulations and Article 16 of the Articles of Incorporation of the Company, and not included in theattached documents related to matters to be reported. The documents provided on our website above havebeen audited as part of the Business Report, Consolidated and Non-Consolidated Financial Statements whenthe Audit Report was prepared by the Audit and Supervisory Board Members or 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. Using “Smart Exercise” by scanning the QR code
“Smart Exercise”
No need to enter the code for exercising voting rights (ID) or the password
Voting Rights Exercise Form (front)
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 can confirm the details of each proposal on the voting rights exercise screen.
If you wish to change your vote after exercising your voting rights by “Smart Exercise,” follow the method describedin 2. below and change your vote.

2. Entering the code for exercising voting rights (ID) and the password
https://soukai.mizuho-tb.co.jp/
1. Access the designated website for exercising voting rights (URL indicated above).
Click “Proceed.”
2. Log in.
Enter the code for exercising voting rights (ID) and the password printed on the right-hand side of the reverse sideof the enclosed Voting Rights Exercise Form.
You will be asked to change your password when you log in for the first time.
Then, follow the instructions on the screen, and indicate your approval or rejection of the proposal.
 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.
 Since the password is a means to confirm that the person exercising voting rights is the relevant shareholder,please handle it with care. The Company or the shareholder register administrator will not contact you to ask foryour 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.
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)*“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 the General Meeting of Shareholders
Proposals and matters for reference
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, theCompany’s baseline dividend payout ratio for the period covered by the medium-term business plan (the fiscal
years 2020 through 2024) is at least 30%.
The business environment is expected to remain unpredictable moving forward. However, the following yearend dividends for this fiscal term are proposed in consideration of the above policy and the business performancefor the term.
Year-end dividends:(1)
Type of dividend property: Cash
(2)
Details of the allotment of dividend property: ¥24 per share of the Company’s common stock
Total amount: ¥5,019,259,560
The Company paid an interim dividend of ¥22 per share. As a result, the annual dividend for the term
shall be ¥46 per share.
(3)
Date on which dividends from surplus become effective: March 26, 2021

-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.
Numberof years
served as
Director

Attendance ofmeetings of Boardof Directors in thefiscal term

Representative Director and Chairman
5 yearsof the Board
Representative Director, President and
For reappointment
Hitoshi Nomura
13 years
Chief Executive Officer
Representative Director, Executive
Vice President and Executive Officer
Assistant to President
Division Director of Real Estate
For reappointment
Kengo Fukui
6 years
Solution Service Division responsible
for Solution Service Department (joint
responsibility); and General Manager
of Business Planning Department
Senior Managing Executive Officer
and Director
Division Director of International
Business Division; Division Director of
Katsuhito
For reappointment
Commercial Properties Division
4 years
Ozawa
responsible for Acquisitions & Sales
Department (joint responsibility),
Kansai Branch, Sapporo Branch,
Kyushu Branch and Nagoya Branch
Senior Managing Executive Officer
and Director
Responsible for Corporate
Communications Department,
Personnel Department, Corporate
Planning Department, General Affairs
For reappointment
Akira Izumi
4 years
Department, Finance Department,
Accounting Department, Market
Research Department, ICT and Digital
Strategy Promotion Department andAcquisitions & Sales Department (joint
responsibility)
Managing Executive Officer andDirector
For reappointment
Hisatoshi Kato
2 years
Division Director of Senior Business
DivisionManaging Executive Officer andDirector
For reappointment
Hideshi Akita
2 years
Division Director of Residential
Development Division
Managing Executive Officer
Vice Division Director of Residential
Development Division responsible for
To be newly appointed Takeshi Jinbo
Solution Service Department (joint
responsibility), Acquisitions
Department and Project Development
Department
For reappointment
External
Shuichi Hattori External Director
2 years
Independent

14 out of 14
meetings (100%)
14 out of 14
meetings (100%)

Name

No.

1 For reappointment
2

3

4

5

6

7

8

9

Title and responsibility at theCompany

Makio
Tanehashi-5-

14 out of 14
meetings (100%)

14 out of 14
meetings (100%)

14 out of 14
meetings (100%)

14 out of 14
meetings (100%)
14 out of 14
meetings (100%)-

14 out of 14
meetings (100%)

For reappointment
14 out of 14
10 External
Yoshimitsu Onji External Director
3 years
meetings (100%)
Independent
To be newly appointed
11 External
Takeo Nakano
Independent
To be newly appointed
External
Yumiko12
Independent
Kinoshita
FemaleNotes: 1. No special relationships of interest exist between the Company and each nominee for Director.
2. The Company intends to enter into a Directors and Officers Liability Insurance contract with aninsurance company pursuant to Paragraph 1, Article 430-3 of the Companies Act. The purpose of theinsurance contract is to cover any damages that may arise as a result of an insured officer’s liability inrelation to the execution of his or her duties or an insured officer’s being subject to a claim in relation
to the pursuit of said liability. In each case, in the event that a nominee is appointed, he or she will be
included as an insured party.

-6-

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
Number of theof Mizuho Bank, Ltd.
Company’s shares held:
June 2011
Representative Director, Deputy President & Executive Officer, in charge
16,445of Branches Department of Mizuho Bank, Ltd.
March 2013
President & Chief Executive Officer of Tokyo Tatemono Real Estate Sales
Served as Director for 5
Co., Ltd.
years to dateJuly 2015
Senior Managing Executive Officer and Division Director of Real Estate
Attended 14 out of 14
Solution Service Division of the Company
meetings of Board of
March 2016
Senior Managing Executive Officer, Director, Division Director of RealDirectors in fiscal term
Estate Solution Service Division, and Division Director of International
ended Dec. 31, 2020
Business Division of the Company(100%)
January 2017
Representative Director, Chairman and Executive Officer of the Company
Director and Chairman of Tokyo Tatemono Real Estate Sales Co., Ltd.
March 2019
Representative Director and Chairman of the Board of the Company (tothe present)
January 2021
Director of Tokyo Tatemono Real Estate Sales Co., Ltd. (to the 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 Representative Director,
President and Chairman of the Board of Tokyo Tatemono Group companies, in the expectation that he will leverage thesequalities to continue to contribute to the enhancement of the Tokyo Tatemono Group’s corporate value on a long-term basis
and the strengthening of the governance system.

No.

Name
(Date of birth)2

Hitoshi Nomura(October 10, 1958)
For reappointment
Number of theCompany’s shares held:
12,700Served as Director for
13 years to date
Attended 14 out of 14
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2020(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, and Division Director of Commercial Properties
Division responsible for Kansai Branch and Kyushu Branch of theCompany
March 2013
Managing Executive Officer and Director; and Division Director ofCommercial Properties Division responsible for Kansai Branch, Sapporo
Branch, Kyushu Branch and Nagoya Branch of the Company
March 2015
Senior Managing Executive 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.

-7-

No.

3

Name
(Date of birth)

Kengo Fukui(August 1, 1957)
For reappointment
Number of theCompany’s shares held:
31,000Served as Director for 6
years to date
Attended 14 out of 14
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2020(100%)

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
Managing Executive Officer and Director; and Division Director ofCommercial Properties Division responsible for Kansai Branch, Sapporo
Branch, Kyushu Branch and Nagoya Branch of the Company
January 2019
Senior Managing Executive Officer and Director; and Division Director ofCommercial Properties Division responsible for Kansai Branch, Sapporo
Branch, Kyushu Branch and Nagoya Branch of the Company
January 2021
Representative Director, Executive Vice President and Executive Officer;
Assistant to President; Division Director of Real Estate Solution Service
Division responsible for Solution Service Department (joint
responsibility); and General Manager of Business Planning Department of
the Company (to the present)
President & Chief Executive Officer of Tokyo Tatemono Real Estate Sales
Co., Ltd. (to the present)

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 topromote the management of the Tokyo Tatemono Group and continue to contribute 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.

-8-

No.

4

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 2015
Managing Officer and General Manager of Corporate Planning
Number of the
Department of the Company
Company’s shares held:
January 2017Managing Executive Officer; Division Director of International Business
10,400
Division and Leisure Business Division responsible for Corporate
Communications Department, Finance Department, AccountingServed as Director for 4
Department and Appraisal Department; and General Manager of Financeyears to date
Department and International Business Department of the Company
March 2017Managing Executive Officer and Director; Division Director of
Attended 14 out of 14
International Business Division and Leisure Business Division responsible
meetings of Board of
for Corporate Communications Department, Finance Department,
Directors in fiscal term
Accounting Department and Appraisal Department; and General Manager
ended Dec. 31, 2020of Finance Department and International Business Department of the(100%)
Company
August 2017Managing Executive Officer and Director; Division Director ofInternational Business Division and Leisure Business Division responsible
for Corporate Communications Department, Finance Department,
Accounting Department and Appraisal Department; and General Manager
of International Business Department of the Company
January 2019
Managing Executive Officer and Director; Division Director ofInternational Business Division responsible for Corporate
Communications Department, Finance Department, and Accounting
Department; and General Manager of International Business Departmentof the Company
January 2020
Managing Executive Officer and Director; Division Director ofInternational Business Division responsible for Corporate
Communications Department, Finance Department, and Accounting
Department; and General Manager of International Business Departmentof the Company
January 2021
Senior Managing Executive Officer and Director; Division Director ofInternational Business Division; Division Director of Commercial
Properties Division responsible for Acquisitions & Sales Department(joint responsibility), Kansai Branch, Sapporo Branch, Kyushu Branch
and Nagoya Branch of the Company (to the 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.

-9-

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
Akira Izumi
March 2009
General Manager of Retail Management Department of the Company(March 6, 1965)
March 2015
Managing Officer and General Manager of Urban Development
Department of the Company
For reappointment
January 2017Managing Executive Officer responsible for Personnel Department,
Corporate Planning Department, and General Affairs Department; andNumber of theGeneral Manager of Corporate Planning Department of the Company
Company’s shares held:
3,800
March 2017Managing Executive Officer and Director responsible for Personnel
Department, Corporate Planning Department, and General Affairs
Served as Director for 4
Department; and General Manager of Corporate Planning Department ofyears to date
the Company
January 2019
Managing Executive Officer and Director responsible for Personnel
Attended 14 out of 14
Department, Corporate Planning Department, General Affairs Department,
meetings of Board ofand Appraisal Department; and General Manager of Corporate Planning
Directors in fiscal term
Department of the Company
ended Dec. 31, 2020
July 2019
Managing Executive Officer and Director responsible for Personnel(100%)
Department, Corporate Planning Department, General Affairs Department,
and Market Research Department; and General Manager of Corporate
Planning Department of the Company
January 2020
Managing Executive Officer and Director responsible for Personnel
Department, Corporate Planning Department, General Affairs Department,
Market Research Department, Solution Service Department (joint
responsibility) and ICT and Digital Strategy Promotion Department of theCompany
January 2021
Senior Managing Executive Officer and Director responsible for
Corporate Communications Department, Personnel Department,
Corporate Planning Department, General Affairs Department, Finance
Department, Accounting Department, Market Research Department, ICT
and Digital Strategy Promotion Department, and Acquisitions & Sales
Department (joint responsibility) 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 and wideranging 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 1986
Joined the Company
Hisatoshi Kato
March 2011
General Manager of Residential Management Department of the(September 14, 1963)
Company
September 2014
President and CEO of Tokyo Tatemono Senior Life Support Co., Ltd.
For reappointment(retired in December 2020)
January 2016
Managing Officer of the Company
Number of theManaging Executive Officer and Division Director of Senior BusinessCompany’s shares held: January 2019
Division and Leisure Business Division of the Company
6,339
March 2019
Managing Executive Officer and Director; and Division Director of Senior
Business Division and Leisure Business Division of the Company
Served as Director for 2
years to date
April 2019
Managing Executive Officer and Director; Division Director of Senior
Business Division and Leisure Business Division; and General Manager
Attended 14 out of 14
of Business Planning Department of Senior Business Division andmeetings of Board of
Business Planning Department of Leisure Business Division of the
Directors in fiscal term
Company
ended Dec. 31, 2020
January 2020
Managing Executive Officer and Director; and Division Director of Senior(100%)
Business Division and Leisure Business Division of the Company
January 2021
Managing Executive Officer and Director; and Division Director of Senior
Business Division of the Company (to the present)
President & Chief Executive Officer of Tokyo Tatemono Resort Co., Ltd.
(to the present)
Reasons for selection as a nominee for Director:
Mr. Hisatoshi Kato 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.
Important concurrent positions with companies other than the Company:
President & Chief Executive Officer of Tokyo Tatemono Resort Co., Ltd.

-10-

No.

7

Name
(Date of birth)

Hideshi Akita(May 18, 1964)
For reappointment
Number of theCompany’s shares held:
4,400
Served as Director for 2
years to date

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1987
Joined the Company
March 2006
General Manager of Residential Management Department of the Company
January 2016
Managing Officer and General Manager of Personnel Department of theCompany
January 2017Managing Officer and Vice Division Director of Residential Development
Division of the Company
January 2019
Managing Executive Officer and Division Director of Residential
Development Division of the Company
March 2019
Managing Executive Officer and Director; and Division Director of
Residential Development Division of the Company (to the present)

Attended 14 out of 14
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2020(100%)
Reasons for selection as a nominee for Director:
Mr. Hideshi Akita 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.
No.

8

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1988
Joined the Company
Takeshi Jinbo
January 2015
General Manager of Acquisitions Department of the Company(February 27, 1965)
January 2018
Managing Officer and General Manager of Acquisitions Department of theCompany
To be newly appointed
January 2019
Managing Officer; Vice Division Director of Residential Development
Division; and General Manager of Acquisitions Department of the
Number of theCompany
Company’s shares held:
January 2021
Managing Executive Officer; Vice Division Director of Residential
3,800
Development Division responsible for Solution Service Department (joint
responsibility), Acquisitions Department, and Project Development
Department (to the present)
Reasons for selection as a nominee for Director:
Mr. Takeshi Jinbo 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,in the expectation that he will leverage these qualities to contribute to the enhancement of the Tokyo Tatemono Group’sbusiness performance.

-11-

No.

9

Name
(Date of birth)

Shuichi Hattori(November 25, 1953)
For reappointment
External
Independent
Number of theCompany’s shares held:
2,300
Served as Director for 2
years to date
Attended 14 out of 14
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2020(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) (tothe present)
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)(retired in March 2019)
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 (retired in
March 2019)
June 2016
External Director of USHIO INC. (retired in June 2018)
March 2019
External Director of the Company (to the present)

Reasons for selection as a nominee for External Director:
Mr. Shuichi Hattori was selected as a nominee for External Director, on the basis of his specialized knowledge andexperience as a lawyer, 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. 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

Notes:
1. Mr. Shuichi Hattori is a nominee for External Director.
2. The Company has concluded a contract with Mr. Shuichi Hattori 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. Shuichi Hattori is reappointed as proposed, the Company
plans to continue the above-mentioned contract with him.
3. 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.
4. Mr. Shuichi Hattori 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.
5. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Shuichi Hattori as an
Independent Director in compliance with TSE provisions.

-12-

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 3
years to date
Attended 14 out of 14
meetings of Board of
Directors in fiscal term
ended Dec. 31, 2020(100%)

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)
December 2019
Outside Audit and Supervisory Board Member of United Foods
International Co., Ltd. (to the present)
June 2020
Outside Director of Sotetsu Holdings Co., Ltd. (to the present)

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
experience and wide-ranging insight, in the expectation that he will leverage these qualities to continue to contribute to thestrengthening of the Company’s governance system through the enhancement of supervisory functions over the executionof 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.
Outside Audit and Supervisory Board Member of United Foods International Co., Ltd.
Outside Director of Sotetsu Holdings Co., Ltd.

Notes:
1. Mr. Yoshimitsu Onji is a nominee for External Director.
2. 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.
3. Mr. Yoshimitsu Onji is currently an External Director of the Company and he will have served for three (3)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. Yoshimitsu Onji as an
Independent Director in compliance with TSE provisions.

-13-

No.

11

Name
(Date of birth)

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1980
Joined The Fuji Bank, Limited
Takeo Nakano
April 2007
Executive Officer and General Manager of Kobunacho Branch of Mizuho(June 28, 1956)
Bank, Ltd.
April 2009Managing Executive Officer of Mizuho Financial Group, Inc.
To be newly appointed
April 2010
President and Representative Director of Mizuho Financial Strategy Co.,
ExternalLtd. (retired in April 2012)
Independent
June 2010
Managing Director of Mizuho Financial Group, Inc.
April
2012
Member of the Board of Directors of Mizuho Financial Group, Inc.
Number of the(retired in June 2012)
Company’s shares held:
Deputy President and Representative Director of Mizuho Bank, Ltd.
0
(retired in April 2013)
April 2013
President & CEO and Representative Director of Mizuho Trust & Banking
Co., Ltd.
April 2017
Director and Chairman of Mizuho Trust & Banking Co., Ltd.
June 2018
External Audit & Supervisory Board Member of Sompo Japan Nipponkoa
Insurance Inc. (currently Sompo Japan Insurance Inc.) (to the present)
March 2019
External Director of FUJIYA CO., LTD. (to the present)
April 2019
Senior Adviser of Mizuho Trust & Banking Co., Ltd. (to the present)
June 2020
Chairman of Shouohkai Foundation (to the present)
Reasons for selection as a nominee for External Director:
Mr. Takeo Nakano 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 thestrengthening of the Company’s governance system through the enhancement of supervisory functions over the executionof the duties of Directors from an independent point of view.
Mr. Takeo Nakano 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:
External Audit & Supervisory Board Member of Sompo Japan Insurance Inc.
External Director of FUJIYA CO., LTD.
Chairman of Shouohkai Foundation

Notes:
1. Mr. Takeo Nakano is a nominee for External Director.
2. The Company and Sompo Japan Insurance Inc. have transactions such as building leasing. The amount oftransactions with Sompo Japan Insurance Inc. in the fiscal year ended December 31, 2020 accounted for lessthan 1% of the Company’s consolidated revenue from operations.
3. Shouohkai Foundation is the entrusted provider of medical examination services, etc. to the Company but theannual amount of payment was less than ¥10 million in the fiscal year ended December 31, 2020. The Company
donates to Shouohkai Foundation, but the amount donated annually was less than ¥1 million in the fiscal year
ended December 31, 2020.
4. If Mr. Takeo Nakano 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.
5. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Mr. Takeo Nakano as aprospective Independent Director in compliance with TSE provisions.

-14-

No.

Name
(Date of birth)

12

Yumiko Kinoshita(July 13, 1961)
To be newly appointed
External
Independent
FemaleNumber of theCompany’s shares held:
0

Brief personal profile, title, responsibility and important concurrent positions with companies
other than the Company
April 1984
Joined Bank of Japan
September 1991
Joined McKinsey & Company
April 2004
Joined The National Museum of Emerging Science and Innovation ofJapan Science and Technology Agency
June 2011
General Manager, Corporate Planning Department of KCJ GROUP INC.
February 2016
Chairperson of JAPAN PROFESSIONAL FOOTBALL LEAGUE (retired
in March 2018)
March 2018
Chairperson responsible for extraordinary diplomacy of JAPANPROFESSIONAL FOOTBALL LEAGUE (retired in March 2020)
July 2020
Chairperson of Tokyo Football Association (to the present)

Reasons for selection as a nominee for External Director:
Ms. Yumiko Kinoshita was selected as a nominee for new External Director, on the basis of her international perspective
gained by working overseas, and her extensive management and work experience at public-service corporations, in the
expectation that she will leverage these qualities to contribute to the strengthening of the Company’s governance systemthrough the enhancement of supervisory functions over the execution of the duties of Directors from an independent pointof view.
Ms. Yumiko Kinoshita satisfies the Criteria for Independence stipulated by the Company and the Company deems her to bea suitable person as an Independent Director with no possibility of conflict of interest with general shareholders.

Notes:
1. Ms. Yumiko Kinoshita is a nominee for External Director.
2. The Company sponsors an event held by Tokyo Football Association but the annual amount of payment wasless than ¥1 million in the fiscal year ended December 31, 2020.
3. If Ms. Yumiko Kinoshita 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. The Company has notified the Tokyo Stock Exchange (TSE) of the status of Ms. Yumiko Kinoshita as aprospective Independent Director in compliance with TSE provisions.

(Reference: Policy and procedure for the appointment of nominees for Directors and Audit and Supervisory
Board Members)
The Company endeavors to ensure the diversity and balance of the Board of Directors as a whole, including
knowledge, experience and ability, so that the Board of Directors may engage in useful and multifaceted
discussions, and maintains an appropriate scale in order that the Board of Directors functions effectively andefficiently.
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 Tokyo Tatemono Group over the
medium to long term, and nominates them as candidates for Directors and Audit and Supervisory Board Members.
Appointment and dismissal of Representative Directors and nomination of candidates for Directors and Audit andSupervisory Board Members are subject to the resolution of the Board of Directors based on the deliberation of
the Nomination/Compensation Advisory Committee which mainly consists of independent external directors.
(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
the most 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-15-

* This is an excerpt translation of the Business Report (Japanese original).

Business Report (from January 1, 2020 to December 31, 2020)
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

209,167,674 shares(including 31,859 sharesof treasury stock)(Note) The number of shares of treasury stock does not include 116,300 shares owned by the Board Benefit Trust.

(2) Number of shareholders
Number of shareholders

13,504 persons(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio

thousand shares%

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

23,858

11.41

Custody Bank of Japan, Ltd. (Trust Account)

15,952

7.63

STICHTING PGGM DEPOSITARY PGGM LISTED REALESTATE PF FUND

15,546

7.43

JP MORGAN CHASE BANK 385632

4,781

2.29

Sompo Japan Insurance Inc.

4,744

2.27

Meiji Yasuda Life Insurance Company

4,729

2.26

THE BANK OF NEW YORK MELLON 140051

4,234

2.02

JPMorgan Securities Japan Co., Ltd.

4,073

1.95

Custody Bank of Japan, Ltd. (Trust Account 5)

3,091

1.48

Custody Bank of Japan, Ltd. (Trust Account 6)

2,790

1.33

(Note) The Company’s treasury shares (31,859 shares) were excluded in the calculation of the shareholding ratio.

(4) Other important matters concerning shares
At its meeting held on January 20, 2020, the Company’s Board of Directors passed a resolution to cancel
the Company’s own shares and the Company cancelled 7,795,700 shares of its common stock as of January
31, 2020. The number of canceled shares is 7,795,700 shares of the Company’s own shares that wereacquired by resolution of the Company’s Board of Directors’ meeting held on January 18, 2019.

-16-

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

Areas of responsibility and importantconcurrent positions
Director and Chairman of Tokyo Tatemono
Real Estate Sales Co., Ltd.

Name

Representative Director andChairman

Makio Tanehashi

President and Chief
Executive Officer, andRepresentative Director

Hitoshi Nomura

Masami Kamo

Division Director of Real Estate Solution
Service Division responsible for Solution
Service Department (joint responsibility)
President & Chief Executive Officer ofTokyo Tatemono Real Estate Sales Co.,Ltd.

Kengo Fukui

Division Director of Commercial
Properties Division responsible for Kansai
Branch, Sapporo Branch, Kyushu Branch
and Nagoya Branch

Katsuhito Ozawa

Division Director of International Business
Division responsible for Corporate
Communications Department, Finance
Department, and Accounting Department;
and General Manager of International
Business Department

Managing Executive Officer
and Director

Akira Izumi

Responsible for Personnel Department,
Corporate Planning Department, General
Affairs Department, Market Research
Department, Solution Service Department(joint responsibility) and ICT and Digital
Strategy Promotion Department

Managing Executive Officer
and Director

Hisatoshi KatoManaging Executive Officer
and Director

Hideshi Akita

Director

Shuichi Hattori

Director

Yoshiyuki Imai

Director

Yoshimitsu Onji

Director

Mitsuhiro Nagahama

Audit and Supervisory
Board Member(full-time)

Kouji Kawakubo

Audit and Supervisory
Board Member(full-time)

Takashi Yoshino

Audit and Supervisory
Board Member

Takao Yamaguchi

Audit and Supervisory
Board Member

Sayaka Hieda

Senior Managing Executive
Officer and Director

Senior Managing Executive
Officer and Director

Managing Executive Officer
and Director

Division Director of Senior Business
Division and Leisure Business Division
Division Director of Residential
Development Division-17-

(Notes)

1.

Mr. Shuichi Hattori, Mr. Yoshiyuki Imai, Mr. Yoshimitsu Onji, and Mr. Mitsuhiro Nagahama 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. Takao Yamaguchi and Ms. Sayaka Hieda 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. The term of office of each Director shall be from the conclusion of the 201st Ordinary General Meeting of
Shareholders held on March 27, 2019 to the conclusion of the Ordinary General Meeting of Shareholders for the203rd Fiscal Term from January 1, 2020 to December 31, 2020.
6. The term of office of Audit and Supervisory Board Members Mr. Kouji Kawakubo and Mr. Takao Yamaguchi
shall be from the conclusion of the 201st Ordinary General Meeting of Shareholders held on March 27, 2019 tothe conclusion of the Ordinary General Meeting of Shareholders for the 205th Fiscal Term from January 1, 2022
to December 31, 2022.
7. The term of office of Audit and Supervisory Board Members Mr. Takashi Yoshino and Ms. Sayaka Hieda shallbe from the conclusion of the 202nd Ordinary General Meeting of Shareholders held on March 25, 2020 to theconclusion of the Ordinary General Meeting of Shareholders for the 206th Fiscal Term from January 1, 2023 to
December 31, 2023.
8. The name of Ms. Sayaka Hieda on the family register is Sayaka Kimura.
9. On December 31, 2020, Mr. Masami Kamo retired from his position as Senior Managing Executive Officer, andon January 1, 2021, Mr. Kengo Fukui was appointed Representative Director, Executive Vice President andExecutive Officer, and Mr. Katsuhito Ozawa and Mr. Akira Izumi were appointed Senior Managing Executive
Officers.
10. The Company has introduced the managing officer system. Directors excluding External Directors andManaging Officers of the Company as of January 1, 2021, are as follows.

Position
Representative Director andChairman

Makio Tanehashi

President and Chief
Executive Officer, andRepresentative Director

Hitoshi Nomura

Representative Director,
Executive Vice President
and Executive Officer

Senior Managing Executive
Officer and Director

Areas of responsibility and importantconcurrent positions

Name

Kengo Fukui

Assistant to President; Division Director ofReal Estate Solution Service Division
responsible for Solution Service
Department (joint responsibility); andGeneral Manager of Business Planning
Department
President & Chief Executive Officer ofTokyo Tatemono Real Estate Sales Co.,
Ltd.

Katsuhito Ozawa

Division Director of International Business
Division; Division Director of Commercial
Properties Division responsible for
Acquisitions & Sales Department (joint
responsibility), Kansai Branch, Sapporo
Branch, Kyushu Branch and Nagoya
Branch-18-

Position

Senior Managing Executive
Officer and Director

Areas of responsibility and importantconcurrent positions
Responsible for Corporate
Communications Department, Personnel
Department, Corporate Planning
Department, General Affairs Department,
Finance Department, Accounting
Department, Market Research Department,
ICT and Digital Strategy Promotion
Department and Acquisitions & Sales
Department (joint responsibility)

Name

Akira Izumi

Managing Executive Officer
and Director

Hisatoshi Kato

Division Director of Senior Business
Division
President & Chief Executive Officer andRepresentative Director, Tokyo Tatemono
Resort Co., Ltd.

Managing Executive Officer
and Director

Hideshi Akita

Division Director of Residential
Development Division

Director

Masami Kamo

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

Managing Executive Officer

Takeshi Jinbo

Vice Division Director of Residential
Development Division responsible for
Solution Service Department (joint
responsibility), Acquisitions Department
and Project Development Department

Managing Officer

Satoshi Eida

President and Representative Director ofTokyo Tatemono Amenity Support Co.,Ltd.

Managing Officer

Shinjiro Kobayashi

General Manager of Urban Development
Department

Managing Officer

Nobuyoshi Takahashi

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

Managing Officer

Masayuki Okubo

General Manager of Business Planning
Department of Residential Development
DivisionManaging Officer

Kazuki Sugise

President & Chief Executive Officer andRepresentative Director of Prime Place
Co., Ltd.

Managing Officer

Yusuke Mishima

General Manager of Accounting
Department

Managing Officer

Katsuhiko Tamai

President and Representative Director of
Nihon Parking Corporation

Hiroshi Takahashi

Responsible for Logistics Properties
Development & Management Department;
General Manager of Retail Properties
Development & Management Department
and Hotel Development & Management
Department

Managing Officer-19-

(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
linkedcompensationcompensation

persons

million yen

Total amount
paid
million yen

million yen
million yen

Directors
12
293
156
33
482
[External, inclusive]
[4]
[38]
[-]
[-]
[38]
Audit and Supervisory
4
68
68
Board Members
[2]
[15]
[-]
[-]
[15]
[External, inclusive]
Total
16
361
156
33
551
[External, inclusive]
[6]
[54]
[-]
[-]
[54]
(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 theNomination/Compensation 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, 2018.
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

—

—

-20-

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

External Director

Concurrent office
Hattori General Law Firm
OZ Corporation
NIHON CHOUZAI Co.,Ltd.

Yoshimitsu Onji

United Foods International
Co., Ltd.
Sotetsu Holdings Co., Ltd.

External Director

External Audit andSupervisory Board Member

Mitsuhiro Nagahama

NSK Ltd.

Outside Director

Yamaguchi Certified Public
Accountant Office

Certified public accountant

KYORIN Holdings, Inc.

OMOTESANDO SOGOLAW OFFICE

Sayaka Hieda

Outside Audit andSupervisory Board
MemberOutside Director
Outside Director
Outside Company Auditor

Lion Corporation
External Audit andSupervisory Board Member

Outside Director

Azbil Corporation
Kuraray Co., Ltd.
Japan Economic ResearchInstitute

SATO HOLDINGSCORPORATION

Takao Yamaguchi

Title
LawyerCEO

Representative Director

External Audit &Supervisory Board
MemberOutside Corporate Auditor
External Audit &Supervisory Board
MemberLawyer(Notes) 1. The Company and Azbil Corporation have transactions, such as contracting of building facilities management services andthe amount of transactions with Azbil Corporation in the fiscal year ended December 31, 2020 accounted for less than 1%of the Company’s consolidated revenue from operations.
2. The Company is a member of the Japan Economic Research Institute but the total membership fee paid was less than ¥1
million in the fiscal year ended December 31, 2020.
3. There are no special relationships of interest between the Company and the concurrent offices listed above.

2. Main activities in the fiscal year under review
Category
Name

Main activities

External Director

Shuichi
Hattori

Participated in all 14 meetings of the Board of Directors during the
fiscal year under review; provided opinions on agendas and issues byharnessing his knowledge and experience as necessary.

External Director

Yoshiyuki
Imai

Participated in all 14 meetings of the Board of Directors during the
fiscal year under review; provided opinions on agendas and issues byharnessing his knowledge and experience as necessary.

External Director

Yoshimitsu
Onji

Participated in all 14 meetings of the Board of Directors during the
fiscal year under review; provided opinions on agendas and issues byharnessing his knowledge and experience as necessary.

External Director

Mitsuhiro
Nagahama

Participated in all 14 meetings of the Board of Directors during the
fiscal year under review; provided opinions on agendas and issues byharnessing his knowledge and experience as necessary.

External Audit and Supervisory Takao
Board Member
Yamaguchi

Participated in all 14 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.

-21-

Category

Name

External Audit and Supervisory
Sayaka Hieda
Board Member

Main activities
Participated in 13 out of 14 meetings of the Board of Directors and
10 out of 13 meetings of the Audit and Supervisory Board during the
fiscal year under review; provided opinions on agendas and issues byharnessing her knowledge and experience as necessary.

-22-Consolidated Balance Sheets(Millions of yen)
As of December 31, 2020 As of December 31, 2019

Item
AssetsCurrent assets
Cash and deposits
Notes and operating accounts receivable
Real estate for sale
Real estate for sale in progress
Real estate for development
Other current assets
Allowance for doubtful accounts
Fixed assets
Property and equipment
Buildings and structures
Land
Construction in progress
Other property and equipment
Intangible assets
Leaseholds
Other intangible assets
Investments and other assets
Investment securities
Investments in silent partnerships
Long-term loans
Deferred income taxes
Lease and guarantee deposits
Net defined benefit asset
Other investments and other assets
Allowance for doubtful accounts
Total Assets
Note: Figures less than a million are rounded down.

447,757
54,647
13,730164,578
112,485
71,50830,857(49)
1,176,882
806,281
224,844
530,963
39,042
11,431
130,552
128,991
1,560
240,049
139,308
8,829
8
2,278
21,594
1,217
66,906(94)
1,624,640-23-

424,600
39,504
13,179151,004
98,216
88,104
34,635(45)
1,139,449
789,628
214,312550,565
13,928
10,822
113,076
110,7452,330
236,745
155,858
4,469
6
1,900
21,754
1,819
51,033(97)
1,564,049

(Millions of yen)
As of December 31, 2020 As of December 31, 2019

Item
Liabilities
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds
Accounts payable, trade
Accrued income taxes
Provision for compensation for completed construction
Provision for bonuses
Provision for bonuses to directors
Provision for environmental measures
Provision for loss on liquidation of subsidiaries andaffiliates
Deposits received under Real Estate Specified Joint
Enterprise Act
Other current liabilities
Long-term liabilities
Bonds
Long-term borrowings
Deferred income taxes
Deferred income taxes on land revaluation
Provision for board benefit trust
Provision for retirement benefits for directors
Provision for environmental measures
Guarantee deposits received
Net defined benefit liability
Deposits received under Real Estate Specified Joint
Enterprise Act
Other long-term liabilities
Total Liabilities
Net Assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Revaluation reserve for land
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Non-controlling interests
Total Net Assets
Total Liabilities and Net Assets
Note: Figures less than a million are rounded down.

-24-

219,869
68,31455,00020,000
9,784
10,20311944
24
1409,242
226,11985,00015,000
11,482
8,321
9
903
24
3

275

280

5,083

8,991

50,2281,005,640
205,000
625,944
20,351
23,66613976
26
78,975
12,634

53,107
770,595
210,000
385,932
26,65027,18788192
26
77,062
12,09915,80015,091

23,026
1,225,510

16,263
1,179,837

300,242
92,451
66,587
141,422(219)
89,122
54,928(42)
34,965
(850)
120
9,765
399,129
1,624,640

278,133
92,451
66,744
129,170(10,232)
96,87465,002
31,022
248
600
9,203
384,2111,564,049

Consolidated Statement of Income
From January 1, 2020 to
December 31, 2020
334,980

Item
Revenue from operations(Millions of yen)
From January 1, 2019 to
December 31, 2019
323,036

Cost of revenue

251,954

233,342

Gross profit

83,02589,69433,39337,283Operating income

49,631

52,410Non-operating income

5,691

3,537

3,321

2,883

215

-

1,386

5

Subsidy income

407

319

Other non-operating income

360

329

Non-operating expenses

8,250

11,335Interest expenses

6,725

6,970

Borrowing fee
Share of loss of entities accounted for using equity
methodBond issuance cost
Dividends paid under Real Estate Specified Joint
Enterprise Act
Loss on investments in investment partnerships

998

1,159

-

742

197

728

116

213

10

1,207

Other non-operating expenses

202

313

Ordinary income

47,072

44,611

Extraordinary income

4,730

2,932

628

75

Gain on sale of investment securities

1,911

1,858

Gain on sales of shares of subsidiaries and affiliates
Gain on sales of investments in subsidiaries andaffiliates
Gain on liquidation of subsidiaries and affiliates
Reversal of provision for loss on liquidation ofsubsidiaries and affiliates
Compensation income

2,014

-

-

288

5

710

5

-

165

-

4,879

2,215

Loss on sales of fixed assets

23

0Loss on disposal of fixed assets

263

262

Impairment loss

899

1,350

Loss on sales of investment securities
Loss on sales of investments in subsidiaries andaffiliates
Loss on valuation of investment securities
Provision for loss on liquidation of subsidiaries andaffiliates
Loss on redemption of bonds

128

-

-

321

2,013

-

-

280

814

-

736

-

46,92345,329Selling, general and administrative expenses

Interest and dividend income
Equity in earnings of affiliated companies
Gain on investments in investment partnerships

Gain on sales of fixed assets

Extraordinary loss

Loss on COVID-19 outbreak
Income before income taxes-25-

Current income taxes

16,63915,244

Deferred income taxes(2,556)(739)

Net income

32,83930,824

Net income attributable to non-controlling interests

1,044

1,027

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

31,79529,796-26-

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2020 to December 31, 2020)(Millions of yen)
Shareholders’ equity

Balance at beginning of thecurrent term
Changes in items during
the term
Dividends from surplus
Net income attributable toowners of the parent
Reversal of revaluation
reserve for land
Acquisition of treasury
stock
Disposal of treasury stock
Cancelation of treasury
stock
Change in ownershipinterest of parent due totransactions with noncontrolling interests
Transfer from retained
earnings to capital surplus
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes
during the term
Balance at end of thecurrent term

Capital stock

Capital surplus

92,451

66,744Retainedearnings

Treasury stock

Total
shareholders’equity(10,232)

278,133

129,170(9,202)(9,202)

31,79531,795

(331)

(331)
(2)

(2)

(0)

6

6

(10,008)(10,008)

-

(157)

(157)

10,008(10,008)

-

-

(157)

12,252

10,013

22,10892,451

66,587

141,422(219)

300,242

Accumulated other comprehensive income
Valuation difference on
available-forsale securities

Deferred
gains orlosses onhedgesBalance at beginning of the
65,002current term
Changes in items during
the term
Dividends from surplus
Net income attributable toowners of the parent
Reversal of revaluation
reserve for land
Acquisition of treasury
stock
Disposal of treasury stock
Cancelation of treasury
stock
Change in ownershipinterest of parent due totransactions with noncontrolling interests
Transfer from retained
earnings to capital surplus
Net amount of changes in
items other than
(10,074)(42)
shareholders’ equity
Total amount of changes(10,074)(42)
during the term
Balance at end of the(42)
54,928current term
Note: Figures less than a million are rounded down.

Revaluation
reserve for land

31,022Foreign currencytranslation
adjustments

248

Remeasurementsof defined benefit
plans

600

Total
accumulated
othercomprehensive
incomeNoncontrollinginterests

Total net
assets

96,874

9,203

384,211(9,202)
31,795
(331)
(2)
6
(157)
-

3,942

(1,099)(479)(7,752)561(7,190)3,942(1,099)(479)(7,752)561

14,917

34,965(850)

120

89,122

9,765

399,129-27-

(From January 1, 2019 to December 31, 2019)(Millions of yen)
Shareholders’ equity

Balance at beginning of thecurrent term
Changes in items during
the term
Dividends from surplus
Net income attributable toowners of the parent
Acquisition of treasury
stock
Disposal of treasury stock
Change in ownershipinterest of parent due totransactions with noncontrolling interests
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes
during the term
Balance at end of thecurrent term

Capital stock

Capital surplus

92,451

66,722Retainedearnings

Treasury stock

Total
shareholders’equity(237)

266,404

107,468(8,095)(8,095)29,796

29,7960(10,004)(10,004)

10

10

22

22

-

22

21,701(9,994)

11,72892,451

66,744

129,170(10,232)

278,133

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

Balance at beginning of the49,85930,932current 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 in ownershipinterest of parent due totransactions with noncontrolling interests
Net amount of changes in
items other than
15,14390
shareholders’ equity
Total amount of changes
15,14390
during the term
Balance at end of the current
65,002
31,022term
Note: Figures less than a million are rounded down.

-28-

Total
Foreign currency Remeasurements accumulated
othertranslationof definedcomprehensive
adjustments
benefit plansincome872

61

81,726

Noncontrollinginterests

Total net
assets

8,447

356,578(8,095)29,796(10,004)
10
22

(623)

538

15,148755

15,904(623)

538

15,148755

27,633248

600

96,874

9,203

384,211Non-Consolidated Balance Sheets
Item
AssetsCurrent assets
Cash and deposits
Accounts receivable, trade
Investments in leases
Real estate for sale
Real estate for sale in progress
Real estate for development
Advance payments, trade
Advance expenses
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
Leased assets
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 of affiliated companies
Investments in silent partnerships
Investments in silent partnerships of subsidiaries andaffiliates
Long-term loans to subsidiaries and affiliates
Lease and guarantee deposits
Other investments and other assets
Allowance for doubtful accounts
Total Assets
Note: Figures less than a million are rounded down.

-29-(Millions of yen)
As of December 31, 2020 As of December 31, 2019
380,542
32,545
7,798
3,646
114,871
111,726
71,712
1,695
2,118
17,734
16,720(26)
1,075,786
692,254
142,420
2,384
1,082
74
1,230
505,411
3
37,221
2,425
38,12338,08636
345,408
96,238100,991
14,407
1,694

353,997
17,176
7,230
3,691
102,524
95,51687,1872,303
1,819
16,227
21,242(921)
997,286
673,359
128,220
1,979
887
95
548
525,132
14,0282,466
19,85919,81940
304,067
113,223
94,965
13,845
1,741

63,786

19,46526,53012,78329,052(77)
1,456,329

28,27912,92019,706(78)
1,351,283

As of December 31, 2020 As of December 31, 2019

Item
Liabilities
Current liabilities
Short-term borrowings
Commercial papers
Current portion of bonds
Lease obligations
Accounts payable, trade
Accrued expenses
Accrued income taxes
Advances received
Deposits received
Provision for bonuses
Provision for environmental measures
Provision for loss on liquidation of subsidiaries andaffiliates
Deposits received under Real Estate Specified Joint
Enterprise Act
Other current liabilities
Long-term liabilities
Bonds
Long-term borrowings
Lease obligations
Deferred income taxes
Deferred income taxes on land revaluation
Accrued severance indemnities
Provision for board benefit trust
Provision for environmental measures
Provision for loss on business of subsidiaries andaffiliates
Guarantee deposits received
Deposits received under Real Estate Specified Joint
Enterprise Act
Asset retirement obligations
Other long-term liabilities
Total Liabilities
Net Assets
Shareholders’ equity
Capital stock
Capital surplus
Legal capital reserve
Other capital surplus
Retained earnings
Other retained earnings(Reserve for reduction entry of 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
Total Liabilities and Net Assets
Note: Figures less than a million are rounded down.

-30-

216,568
80,99455,00020,000
14
4,930
8,540
8,312
16,174
15,610278
1235,274
70,01185,00015,000
6,269
8,455
5,632
15,762
19,648
260
3

131

168

5,083
1,497
847,442
205,000
486,034
52
14,951
23,666
8,018
139
26

8,991
71
736,683
210,000
368,967
22,57027,187
7,685
88
26

-

988

75,162

72,29815,80015,091

1,621
16,9691,064,011

36
11,741
971,958

310,069
92,451
63,72963,729154,112
154,112
5,833
148,278(223)
82,24847,282
34,965392,317
1,456,329

289,573
92,451
63,72963,7290
143,629
143,629
5,849
137,780(10,236)
89,75158,72931,022
379,325
1,351,283

Non-Consolidated Statement of Income
Item
Revenue from operations
Revenue from building business
Revenue from residential business
Revenue from other businesses
Cost of revenue
Cost of building business
Cost of residential business
Cost of other businesses
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividend income
Reversal of allowance for doubtful accounts
Gain on investments in investment partnerships
Other non-operating income
Non-operating expenses
Interest expenses
Borrowing fee
Bond issuance cost
Dividends paid under Real Estate Specified Joint
Enterprise Act
Loss on investments in investment partnerships
Other non-operating expenses
Ordinary income
Extraordinary income
Gain on sales of fixed assets
Gain on sale of investment securities
Gain on sales of shares of subsidiaries and affiliates
Gain on liquidation of subsidiaries and affiliates
Reversal of provision for loss on business of
subsidiaries and affiliates
Reversal of provision for loss on liquidation ofsubsidiaries and affiliates
Compensation income
Extraordinary loss
Loss on sales of fixed assets
Loss on disposal of fixed assets
Impairment loss
Loss on sales of investment securities
Loss on sales of investments in subsidiaries andaffiliates
Loss on valuation of investment securities
Loss on valuation of shares of subsidiaries andaffiliates
Provision for loss on business of subsidiaries andaffiliates-31-

From January 1, 2020 to
December 31, 2020
210,283
106,181
80,72323,378148,92970,57162,546
15,811
61,35321,51339,840
8,617
6,119
898
1,386
214
6,763
5,717
721
197

(Millions of yen)
From January 1, 2019 to
December 31, 2019
199,931
83,664
113,355
2,911
138,499
52,07984,0802,339
61,432
23,04538,387
4,091
3,913
5
172
8,358
5,296
702
728

116

213

10
0
41,694
3,579
438
1,911
32
7

1,207
209
34,120
3,451
1
1,858
1,591

988

-

37

-

165
4,265
23
64
634
128

1,218
201
-

-

195

2,013

-

424

639

-

13

Provision for loss on liquidation of subsidiaries andaffiliates
Loss on redemption of bonds
Loss on COVID-19 outbreak
Income before income taxes
Current income taxes
Deferred income taxes
Net income
Note: Figures less than a million are rounded down.

-32-

-

168

814
162
41,008
13,574(2,591)30,02536,353
10,670(289)
25,971

Non-Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2020 to December 31, 2020)(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 revaluation
reserve for land
Reversal of reserve for
reduction entry of property
replacement
Acquisition of treasury
stock
Disposal of treasury stock
Cancelation of treasury
stock
Transfer from retained
earnings to capital surplus
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

63,729063,729Other retained earnings
Reserve for
Retained
reduction
earnings
entry ofbrought
property
forwardreplacement

5,849

137,780

143,629(9,202)30,025(331)(9,202)30,025
(331)

15

-

(10,008)(10,008)(15)(0)(10,008)(0)(10,008)

10,00810,008

Total
retainedearnings

-

-

(0)

(0)

(15)

10,498

10,48392,451

63,729-63,7295,833

148,278

154,112

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

Balance at beginning of the(10,236)
289,573
current term
Changes in items during theterm
Dividends from surplus(9,202)
Net income
30,025
Reversal of revaluation(331)
reserve for land
Reversal of reserve for
reduction entry of property
replacement
Acquisition of treasury
(2)
(2)
stock
Disposal of treasury stock
6
6
Cancelation of treasury
10,008stock
Transfer from retained
earnings to capital surplus
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes
10,013
20,496during the term
Balance at end of the current(223)
310,069
term
Note: Figures less than a million are rounded down.

58,729

Revaluation Total valuation
reserve for and translation
land
adjustments

31,02289,751

Total net
assets379,325(9,202)30,025
(331)
(2)
6
-

-33-

(11,446)

3,942(7,503)(7,503)(11,446)

3,942(7,503)

12,99247,282

34,96582,248392,317

(From January 1, 2019 to December 31, 2019)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance at beginning of thecurrent term
Changes in items during theterm
Dividends from surplus
Net income
Provision of reserve for
reduction entry of property
replacement
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

63,729063,7290

0

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

5,323

Total
retainedearnings

120,429

125,753(8,095)25,971(8,095)25,971

531

(531)

-

(6)

6

-

-

-

0

0

525

17,35017,87592,451

63,729063,7295,849

137,780

143,629

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

Balance at beginning of the(242)
281,692
current term
Changes in items during theterm
Dividends from surplus(8,095)
Net income
25,971
Provision of reserve for
reduction entry of property
replacement
Reversal of reserve for
reduction entry of property
replacement
Acquisition of treasury(10,004)(10,004)
stock
Disposal of treasury stock
10
10
Net amount of changes in
items other thanshareholders’ equity
Total amount of changes(9,994)
7,881
during the term
Balance at end of the current(10,236)
289,573term
Note: Figures less than a million are rounded down.

46,296

Revaluation Total valuation
reserve for and translation
land
adjustments

30,932

77,229Total net
assets358,921(8,095)25,971(10,004)10-34-

12,432

90

12,522

12,522

12,432

90

12,522

20,40358,72931,02289,751

379,325