Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Ticker symbol 8830
June 7, 2022
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
Kojun Nishima,
Executive Managing Director and President
To Our Shareholders:

NOTICE OF CONVOCATION OF THE 89TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 89th Ordinary General Meeting of Shareholders of Sumitomo Realty & Development
Co., Ltd. (the “Company”) will be held as stated below. Your attendance is respectfully requested.
In the event that you are unable to attend, you can exercise your voting rights with either of the methods below. You
are requested to review the attached Reference Documents for General Meeting of Shareholders and exercise yourvoting rights.
[Exercising Voting Rights via Mail)]
Please indicate your approval or disapproval on the enclosed Form for the Exercise of Voting Rights and return it to
the Company by 5:40 p.m. on Tuesday, June 28, 2022.
[Exercising Voting Rights via the Internet, etc.]
Please enter your approval or disapproval on the voting rights exercise website designated by the Company(https://www.web54.net) by 5:40 p.m. on Tuesday, June 28, 2022.
Particulars
1. Date and Time: 10:00 a.m. on Wednesday, June 29, 2022
2. Place:
Shinjuku Sumitomo Hall (Entrance B1F), Shinjuku Sumitomo Building,
2-6-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports for Consolidated Financial
Statements for the 89th fiscal year (from April 1, 2021 to March 31, 2022) by the Independent Auditor andthe Board of Corporate Auditors
2. Financial Statements for the 89th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Agenda 1. Appropriation of Retained Earnings
Agenda 2. Partial Amendment to the Articles of Incorporation
Agenda 3. Election of One Substitute Corporate Auditor
Agenda 4. Renewal of the Policy for Takeover Defense Measures Against Purchase Proposals That Undermine
the Corporate Value of the Company (Policy on Large-Scale Purchase of Shares of the Company)-1-

If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.
If any matter is found to be modified in the Reference Documents for General Meeting of Shareholders, Business Report, Financial
Statements and/or Consolidated Financial Statements, the revised matters will be posted on the Company website.
Of the documents to be provided with this Notice of Convocation of the General Meeting of Shareholders, the following items are postedon the Company website in accordance with the provisions of laws and regulations and Article 16 of the articles of incorporation, andtherefore are not provided with the documents provided with this Notice of Convocation. Accordingly, the documents attached with thisNotice of Convocation constitute part of the documents audited by the Corporate Auditors and the Independent Auditor when preparing
their Audit Reports.
1. “Overview of the Corporate Group, Major Lenders and Borrowing Amounts,” “Matters regarding Share Option of the Company,
etc.,” “Matters regarding Independent Auditor,” and “Systems for Ensuring Appropriateness of Business Operations and its
Operational Status” in the Business Report
2. “Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” in the Consolidated Financial
Statements (in Japanese only)
3. “Statement of changes in equity” and “Notes to non-consolidated financial statements” in the Financial Statements (in Japanese only)
The Company website (https://www.sumitomo-rd.co.jp/english)
To Institutional Investors
You may use the Electronic Voting System Platform for institutional investors operated by ICJ, Inc. as a method of exercising voting
rights.

-2-

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1. Appropriation of Retained Earnings
The Company’s basic policy of profit distribution is to ensure prioritization of investment in lease buildings in orderto enhance the long-term revenue base and a “sustainable increase on dividend payments” in line with profit growth.
In the fiscal year under review, revenue from operations, operating income, ordinary profit and profit all exceeded
the previous year. Ordinary profit recovered to a record high after decreasing during the COVID-19 pandemic for
only one fiscal year, and profit renewed a record high for the ninth consecutive year.
Taking this result into consideration, we would like to propose to continue the “annual dividend increase of 5 yen”
and to increase the year-end dividend to 23 yen per share (2 yen increase from the previous fiscal year).
If this agenda is approved as originally proposed, the annual dividend per share will be 45 yen (5 yen increase fromthe previous fiscal year), including the interim dividend of 22 yen per share.
For the next fiscal year ending March 31, 2023, we expect to renew record profit for the 10th consecutive year, andwe intend to raise the annual dividend by 5 yen from the fiscal year under review to 50 yen (including an interim
dividend of 24 yen).
Matters concerning year-end dividends
Type of dividends
Cash
Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 23 yen per share of common stock of the Company
The aggregate amount: 10,900,595,988 yen
The effective date of the appropriation of retained earnings
June 30, 2022
Dividend per share and profit-3-Agenda 2. Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to the articles of incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 16, paragraph 1 in “Proposed Amendment” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of Reference Documents for General
Meeting of Shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed Amendment” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure of Reference Documents for General Meeting of Shareholders,Etc. (Article 16 of the current articles of incorporation) will no longer be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendment
Details of the amendment are as follows:(Underlined portions indicate the proposed amendment.)
Current Articles of Incorporation

Proposed Amendment(Internet Disclosure of Reference Documents, Etc.)
Article 16.

(Deleted)

The Company may disclose information that is to be stated orpresented in the Reference Documents for General Meeting of
Shareholders, Financial Statements, Consolidated Financial
Statements, and Business Report through the internet inaccordance with the provisions of the Ministry of Justice Order.
(Measures, etc. for Providing Information in Electronic Format)(Newly established)

Article 16.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of Reference
Documents for General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paperbased documents to be delivered to shareholders whorequested the delivery of paper-based documents by therecord date of voting rights.

-4-Current Articles of Incorporation

Proposed Amendment(Newly established)(Supplementary Provisions)(Newly established)

Article 1.
1. The deletion of Article 16 (Internet Disclosure of Reference
Documents, Etc.) in the pre-amended articles ofincorporation and the establishment of the new Article 16(Measures, etc. for Providing Information in Electronic
Format) in the amended articles of incorporation shall beeffective from September 1, 2022, which is the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No.70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provisions of the preceding paragraph,
Article 16 of the pre-amended articles of incorporation(Internet Disclosure of Reference Documents, Etc.) shallremain effective regarding any general meeting ofshareholders held on a date within six months from the Dateof Enforcement.
3. The provisions of this article shall be deleted on the dateeither when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

-5-

Agenda 3. Election of One Substitute Corporate Auditor
The Company requests approval for the election of one substitute corporate auditor, to provide for the case where thenumber of incumbent auditors becomes less than the number stipulated in laws and regulations, which require
majority is comprised of outside corporate auditors. The board of corporate auditors has consented to this agenda.
Candidate for substitute corporate auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Aug. 1963
July 1969

Notes:

Number of theCompany’s shares
held

Registered as certified public accountant
Senior Partner of the auditing corporation Asahi & Co.
(Currently KPMG AZSA LLC)
Apr. 1974
Registered as certified tax accountant
May 1974
Founded Uno Kozo Certified Public Accountant
Office (present)
0
Kozo Uno
Oct. 1993
Vice President of Asahi & Co (Currently KPMG
(July 3, 1933)
AZSA LLC)
OutsideMay 1997
President of Asahi & Co
Independent
May 1999
Chairman of Asahi & Co
May 2001
Retired from Asahi & Co
Reasons for nomination as candidate for substitute outside corporate auditor
Mr. Kozo Uno has expertise as certified public accountant and certified tax accountant, and richexperience and wide discernment as president of auditing firm, etc. The Company deems him tobe suitable as a substitute outside corporate auditor, and therefore proposes his election.
1. There is no special conflict of interest between the candidate and the Company.
2. If this agenda is approved and Mr. Kozo Uno assumes office as an outside corporate auditor, the Company will register
him as an independent officer with Tokyo Stock Exchange, Inc.
3. If this agenda is approved and he assumes office as an outside corporate auditor, the Company will enter into a limited
liability agreement with him in accordance with laws and regulations and the articles of incorporation. Under theagreement, his liability is limited to the minimum limit stipulated by laws and regulations.
4. The Company has concluded a director and office liability insurance policy with an insurance company, whereby insured
persons will be compensated for any legal damages and litigation costs incurred under the policy. If this agenda is approved
and he assumes office as an outside corporate auditor, he will be included as an insured person under the insurance policy.

-6-Agenda 4. Renewal of the Policy for Takeover Defense Measures Against Purchase Proposals That Undermine the
Corporate Value of the Company (Policy on Large-Scale Purchase of Shares of the Company)
Sumitomo Realty & Development Co., Ltd. (the “Company”) adopted a policy toward large-scale purchase of theCompany shares based on the decision of the meeting of Board of Directors (the “Board of Directors”) dated May
17, 2007. The policy was continued based on the resolution of the shareholders’ meeting of the 74th fiscal year dated
June 2007, and was renewed with partial modifications based on the resolutions of the shareholders’ meetings of the77th fiscal year, the 80th fiscal year, the 83rd fiscal year and the 86th fiscal year (the policy after the renewal shallbe hereinafter referred to as the “Current Policy”). The term of the Current Policy will expire upon the conclusion ofthis meeting. The Company has continued to consider the proper role of the Current Policy as one of its initiatives
for increasing corporate value and common interests of shareholders since renewal of the Current Policy, in light ofchanges in social and economic circumstances, and trends and progress made in various discussions surrounding
takeover defense measures.
After examining the issue, as a means to prevent malicious takeover proposals that undermine corporate value, theCompany made the decision, by resolution of the meeting of the Board of Directors held on May 12, 2022, to renew
the Current Policy, subject to the approval of this meeting (the “Renewal.” The policy after the renewal shall behereinafter referred to as the “Policy”). Views expressing objection to the Renewal were not raised by any of theCompany’s corporate auditors including the two outside corporate auditors, or outside directors with respect to theresolution of the meeting of the Board of Directors where the decision on the Renewal was made.
Therefore, we would like to kindly ask you to approve the Renewal.
1. Initiatives to increase the Company’s corporate value and common interests of shareholders, and the necessity
for the Policy(1) Steadily achieving objectives of the medium-term management plans and maintaining the revenue andprofit growth trajectoryWith top priority placed on achieving objectivesof the medium-term management plans it draws
up every three years, the Company has increased
its corporate value as a result of having steadily
carried out such initiatives. Over the past 25
years, the Company has executed eight
management plans, and has achieved increases inordinary profit in 22 fiscal years, excluding thethree fiscal years of the global financial crisis andthe COVID-19 pandemic.
In the first 10 fiscal years (three medium-term management plan periods), the Company focused on
restoring its asset base, which had been damaged by the bursting of Japan’s bubble economy, and reducing
interest-bearing debt. In the latter 15 fiscal years (five medium-term management plan periods), theCompany doubled leasing assets, strengthened management foundations by strengthening the four
segments of leasing, sales, construction and brokerage, and enhanced shareholders’ equity, lifting the credit
rating to the AA zone.
Over the next three medium-term management plan periods through fiscal 2030, the Company will
maintain a stance that prioritizes the allocation of funds to further investment to increase leasing assets andtake steps for sustainable profit growth, while also aiming to create a resilient management foundation andachieve sustainable growth, based on the high level of social contribution of the Company’s businesses
themselves, excess funding capability, and the increased level of freedom of capital policies. At present,
there are various issues in the management environment such as the COVID-19 pandemic, geopolitical risk
and instability in resource procurement, but as the Company expects to achieve ordinary profit of 300
billion yen for fiscal 2030, it will position the new medium-term management plan announced in May 2022,
the “Ninth Management Plan (fiscal year ending March 31, 2023 to the fiscal year ending March 31, 2025),”as the first step to achieving that target, and exert every effort to continue enhancing corporate value.

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(2)

Growth underpinned by central Tokyo office building leasing business and corporate value
The real estate leasing business primarily involving office buildings in central Tokyo has been a driving
force underpinning the Company’s growth thus far. Given that this business accounts for nearly 70% of theCompany’s operating income overall, it clearly forms the core aspect of its corporate value acting as amajor pillar of operations.
The Company has been expanding its business platform by promoting development of office buildings
with a specific focus on central Tokyo over roughly half a century since the early 1970s, an era that usheredin completion of the Shinjuku Sumitomo Building, often referred to as “the triangle building.” The
Company has experienced unprecedented economic crises such as the bursting of Japan’s bubble economy
and the 2008 global financial crisis in wake of the Lehman Brothers collapse, and various changes in thebusiness environment such as Japan’s bubble economy and business conditions under Abenomics policies.
Still, the Company has consistently persisted with respect to unwaveringly implementing its management
policies such that: (i) the Company will not pursue temporary gains by selling assets; (ii) the Company willdevelop sites and construct buildings; and (iii) the Company will hold ownership of the buildings
constructed on sites it has developed to generate stable leasing income over the long-term by owning andleasing such buildings. The Company has consequently grown to become a building owner with a diverse
portfolio of more than 230 buildings located in central Tokyo, and cash flows from the leasing businessexceeded 220 billion yen in the fiscal year ended March 31, 2022 (operating income of the real estateleasing business + depreciation).
The office building leasing business calls for comprehensive strengths for carrying out businessencompassing everything from acquisition of development sites to operations that include planning projects,
marketing tenants, providing services for tenants and managing buildings. Given that acquiring
development sites is the most important of these operations, the Company has been developing sites forbuildings as if it were a manufacturer in terms of the approach it takes to redevelopment in terms ofpurchasing multiple small parcels of land to integrate them into a larger scale and coordinating rights andinterests of landowners. In addition, the Company attaches importance to performing building management,
tenant marketing, etc. directly, thus grasping the actual condition of clients and sites appropriately andalways eagerly working on the improvement of project planning and making operations more efficient. As
a result, we have realized high profitability, and have increased the value of the property possessed as well
as of the corporation. As of March 31, 2022, unrealized gains from rental and other investment properties,
as disclosed in Consolidated Financial Results for Fiscal 2021 (Year ended March 31, 2022), amounted toapproximately 3.5 trillion yen having accumulated over the years.

(3)

The necessity for the takeover defense measures
In the recently announced Ninth Management Plan, the Company has set forth the continuation andpromotion of investment in lease buildings in central Tokyo as its third target, and it aims to further expand
its earnings base, increase its corporate value, and augment shareholder returns by successively completing
concrete development plans, centered on redevelopment, with a gross floor area of over 700,000 tsubo (onetsubo is roughly 3.3 m2), which constitutes more than 40% of the 1,700,000 tsubo in gross floor area forleasing as of March 31, 2022, and putting these buildings into operation.
Such large-scale development plans involve ultimately generating revenues from the substantial amount of
cumulative upfront investment made thus far. The Company has long managed to continuously expand its
business platform by developing lease buildings while avoiding exposure to vicissitudes of the real estatemarket and economic conditions, given that it has always been buoyed by cash flows from the leasing
business which have been a stable source of revenues. As such, the Company needs to maintain and further
expand its cash flows from the leasing business, which have grown to exceed 200 billion yen, in order toconfidently carry out such upfront investment without having to continually resort to interest-bearing debt.
Moreover, it is likely to take another two or three medium-term management plan periods before theCompany achieves full profitability given that the focus has been on large-scale redevelopment.
On the other hand, amid large-scale financial easing, appetite for investment in top-class domestic revenuegenerating real estate has increased, and it cannot be denied that there is a risk that a large-scale acquisition
will be forcefully conducted in a one-sided manner in relation to shares of the Company, which holds many
top-class buildings in Tokyo. If the management policies of the Company, which aim to sustainably
enhance corporate value through the steady accumulation of leasing assets that the Company has continued-8-to build up over the past half a century, are rejected and a short-term management policy is adopted to seek
temporary earnings and realizes latent gains by selling real estate holdings prior to having accomplishedthe objectives of the development plans formulated to contribute to higher corporate value in the future,
cash flows from the leasing business that act as a stable revenue source will decrease as a result, thereby
exposing the development plans to financial risk. As such, the Company is unable to rule out a possible
threat of damage to the foundations of the Company’s corporate value.
The Company’s management policy aims to steadily increase corporate value based on a medium- to longterm outlook, and is consequently incompatible with such short-term management policies. As such, until
there is a general timeline for the generation of revenues from development plans covering over 700,000
tsubo, which is equivalent to over 40% of the current gross floor area in operation, and development plansthat are not reflected in corporate value have decreased to a certain proportion, the Company needs to seeka mandate from its shareholders upon having ensured sufficient information and time for completing
discussions in case an investor seeking to orchestrate a takeover emerges.
In addition, under the Financial Instruments and Exchange Act of Japan, there is a tender offer system inplace as a process for ensuring transparency and fairness for share transactions that affect the control ofcompanies, and it is thus ensured that shareholders will have information and time to make an assessment.
The tender offer period is however short, at 30 business days, and thus cannot be said to provide sufficient
time for consideration. In addition, the Company believes issues remain in relation to the legal system,
such as the fact that high-handed purchases and other abusive purchases cannot necessarily be eliminatedbecause partial tender offers are permitted, and the fact that the tender offer system will not be applied in
the first place if the purchaser only purchases shares through market transactions.
Based on the above, the Company deems that in order to continue to sustainably enhance the corporate
value of the Company in the future, the provision of procedures through the Policy continues to align withthe common interests of shareholders.
2. Basic conceptions regarding the Policy
The Company believes that if a large-scale purchase, as defined below, of the Company shares (“Large-Scale
Purchase”) is initiated, the shareholders should decide whether to accept or reject the Large-Scale Purchase. In
order for the shareholders to correctly recognize the effect on the corporate value and common interests ofshareholders, however, it is necessary that both the party making the Large-Scale Purchase (the “Large-Scale
Purchaser”) and the Board of Directors provide to the shareholders necessary and sufficient information, opinions,alternative proposals etc., and necessary and sufficient time to consider them.
Based on the basic conceptions above, the Board of Directors set out rules on Large-Scale Purchase (hereinafterreferred to as “Large-Scale Purchase Rules”) and request the Large-Scale Purchaser to comply with the LargeScale Purchase Rules. The Board of Directors shall take certain measures if the Large-Scale Purchaser does notcomply with the Large-Scale Purchase Rules, or even though the Large-Scale Purchaser complies with the LargeScale Purchase Rules, if it is clear that the Large-Scale Purchase will cause unrecoverable damages to theCompany or if the Large-Scale Purchase significantly damages the corporate value and common interests ofshareholders.
To ensure the objectivity, fairness and rationality of decisions of the Board of Directors on important mattersregarding the Policy as to whether the Large-Scale Purchase Information Provision Period (to be defined in
section 3. below) should be extended or not, whether the Large-Scale Purchaser complies with the Large-Scale
Purchase Rules, whether it is clear that the Large-Scale Purchase will cause unrecoverable damages to theCompany, whether the Large-Scale Purchase will significantly damage the corporate value and common interestsof shareholders, whether the Board of Directors should take countermeasures, etc., the Board of Directors shallconsult the Special Committee consisting of outside directors, outside corporate auditors, persons with corporate
management experience, lawyers, certified public accountants etc., and its recommendation shall be taken into
the fullest account.
Large-Scale Purchase
A Large-Scale Purchase refers to either of items (i) through (iii) below:(i) A purchase or purchases of shares of the Company where a specific shareholder group (Note 1) intends tohold a ratio of voting rights (Note 2) of 20% or more
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(ii)

A purchase or purchases of shares where a specific shareholder group will hold a ratio of voting rights of
20% or more as a consequence(iii) An agreement etc. with other shareholders of the Company where a specific shareholder group will hold aratio of voting rights of 20% or more as a consequence (Note 3)
Purchases or agreements include all transactions regardless of whether the specific purchase means is a market
transaction, a takeover bid etc., except for transactions with the Board of Directors approvals in advance.
3. Setting out Large-Scale Purchase Rules
The Board of Directors deems that any Large-Scale Purchase being carried out in accordance with the LargeScale Purchase Rules, as defined below, aligns with the corporate value and common interests of shareholders.
(1)

Outline of the Large-Scale Purchase Rules
1) The Large-Scale Purchaser must provide the Board of Directors with necessary and sufficient
information regarding the Large-Scale Purchase in advance.
2) The Large-Scale Purchaser is to abstain from commencing the Large-Scale Purchase until a certain
assessment period by the Board of Directors has elapsed.

Specifically, the Large-Scale Purchaser needs to, first of all, provide to the Board of Directors informationnecessary and sufficient for the shareholders to make a judgment and for the Board of Directors to form its
opinion (hereinafter referred to as “Large-Scale Purchase Information”). The specific content of the information
requested differs depending on the profile of the Large-Scale Purchaser and the nature of the Large-Scale
Purchase, but the general items are as follows:
1) Profile of the Large-Scale Purchaser and its group
2) Purpose and nature of the Large-Scale Purchase (especially in the case of a purchase of only a part of theCompany’s shares, this item includes the approach concerning the setting of an upper limit for the numberof the shares planned to be purchased and the plan related to the modifications of the capital structure after
the purchase)3) Calculation basis for the purchase price and proof of purchase funds
4) Management policy to manage the Group after completion of the Large-Scale Purchase (including measures
for the actual realization of the management policy, i.e. business plans*, financial planning, capital policy,
dividend policy, labor policy, plan for efficient use of assets etc., as well as approach concerning the
integration or coordination of businesses of the Large-Scale Purchaser with businesses of the Company orof the Group and specific measures so as to avoid conflicts of interests between the Large-Scale Purchaser
and the Company or the Group)* Restructuring plan for existing business, new business plans and capital investment plans are included.

5) Policy to deal with the Group’s stakeholders including employees, customers, suppliers, and local
communities after completion of the Large-Scale Purchase6) If the Large-Scale Purchaser is operating business of the same type as the Company or the Group, approachconcerning the legitimacy of the Large-Scale Purchase under Antimonopoly Law and foreign competition
laws
(2)

Submission of a letter of intent
If a Large-Scale Purchaser intending to make a Large-Scale Purchase needs to submit to the Board of
Directors a letter of intent stating that it will comply with the Large-Scale Purchase Rules. The letter ofintent must include the Large-Scale Purchaser’s name and address, the governing law of incorporation, thename of the representative, domestic contact information, and an outline of the proposal of the Large-Scale
Purchase. When a letter of intent by the Large-Scale Purchaser is delivered, the information of the letter ofintent shall be disclosed in a timely manner.

(3)

Request for the Large-Scale Purchaser to provide information
A first list of the Large-Scale Purchase Information that needs to be provided shall be sent by the Board of
Directors to the Large-Scale Purchaser within ten days of the receipt of the letter of intent above. If it is- 10 -

deemed that the information provided is insufficient for the Large-Scale Purchase Information, the LargeScale Purchaser may be requested to provide additional information until necessary and sufficient LargeScale Purchase Information is received. In principle, the provision of Large-Scale Purchase Information
shall be completed within 60 days from the delivery of the Large-Scale Purchase Information list by the
Board of Directors to the Large-Scale Purchaser (hereinafter referred to as “Large-Scale Purchase
Information Provision Period”). However, since the specific content of the Large-Scale Purchase
Information might differ depending on the nature of the Large-Scale Purchase and its scale, the Board of
Directors can extend the Large-Scale Purchase Information Period for a maximum of 30 days, taking into
consideration the nature of the Large-Scale Purchase, its scale and the condition of the provision of LargeScale Purchase Information, based on the recommendation of the Special Committee. The Board of
Directors will disclose all or part of the Large-Scale Purchase Information provided at the time consideredappropriate if the disclosure is considered necessary for the shareholders’ decision.
(4)

Board Assessment Period
Depending on the difficulty of the assessment etc. of Large-Scale Purchases, the Board of Directors will
have 60 days*1 or 90 days*2 after the completion of Large-Scale Purchase Information Provision Period toassess and examine the Large Scale Purchase Information, negotiate with the Large Scale Purchaser, form
an opinion, and develop an alternative proposal (hereinafter referred to as “Board Assessment Period”).
When the Board Assessment Period has started, it shall be disclosed in a timely manner. Hence a LargeScale Purchase must be initiated only after the expiration of the Board Assessment Period. During theBoard Assessment Period, the Board of Directors will assess and examine the provided Large-Scale
Purchase Information sufficiently, taking advice from external experts into consideration, and will disclose
its opinion. The Board of Directors may negotiate with the Large-Scale Purchaser to improve the conditionsof the Large-Scale Purchase and may present its alternative proposal to the shareholders as needed.
*1 For a tender offer in cash only, in yen currency, for all shares of the Company*2 For other Large-Scale Purchases

4. Policy for handling Large-Scale Purchase
As previously stated, the Company will not overlook abusive behavior with respect to a Large-Scale Purchase.
Accordingly, if the Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules, if it is clearthat the Large-Scale Purchase will cause unrecoverable damages to the Company, and if the Large-Scale
Purchase significantly damages the corporate value and common interests of shareholders, then the Board of
Directors deems necessary to take suitable and appropriate action to ensure protection thereof, acting as afiduciary who assumes the duty of due care of a prudent manager.
(1)

If the Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules
If the Large-Scale Purchaser does not comply with the Large-Scale Purchase Rules, the Board of Directors
may take countermeasures, including the issuance of share options, permitted by the Corporate Code andother laws and the Company’s Articles of Incorporation, to protect the corporate value and common
interests of shareholders. The Board of Directors will decide to take countermeasures, taking the opinions
of external experts including lawyers and financial advisors into consideration and taking therecommendations of the Special Committee into the fullest account. The Board of Directors will choose
specific measures considered to be appropriate at the time. If the issuance of share options at no cost to
subscribers is chosen as a countermeasure, the terms of the share options will be those outlined in
Attachment 3 in principle. If share options are issued, the Board of Directors may set a period andconditions to exercise the share options, taking the effect of the countermeasure into consideration.
It is reiterated that the Large-Scale Purchaser should not begin Large-Scale Purchase without complying
with the Large-Scale Purchase Rules.

(2)

If the Large-Scale Purchaser complies with the Large-Scale Purchase Rules
The objective of the Large-Scale Purchase Rules is to provide the shareholders with information necessary
to make a judgement whether to accept or reject a proposal to purchase the shares of the Company at ascale that could affect the management of the Company, the assessment and opinion of the Board of- 11 -

Directors which is in charge of management of the Company, and the opportunities to receive an alternative
proposal so that the corporate value and common interests of shareholders will be protected. If the LargeScale Rules are complied with, the Board of Directors in principle will not take a countermeasure by its
own judgement.
However, even if the Large-Scale Purchaser complies with the Large-Scale Purchase Rules, if the Boardof Directors determines that it is clear that the Large-Scale Purchase will cause unrecoverable damages to
the Company or that the Large-Scale Purchase will significantly damage the corporate value and common
interests of shareholders, specifically, that the Large-Scale Purchase will fall under (i) and (ii) below, after
considering the opinions of external experts including lawyers and financial advisors and taking into thefullest account the recommendations of the Special Committee, the Board of Directors may take theexceptional countermeasures to deter the Large-Scale Purchase as described in section 4. (1). If the Boardof Directors decides to take countermeasures, it will disclose information appropriately and in a timely
manner.
1) The Large-Scale Purchaser clearly damages the corporate value and common interests of shareholders
through activities described in “i)” through “iv)” below:i)
To buy up shares and request the Company to buy them back at a high priceii) To control the management of the Company temporarily, and realize the interests of the purchaser
at the cost of the Company’s interests by acquiring important assets of the Company at low prices
etc.
iii) To divert assets of the Company to collateral for debts of the purchaser or its group companies
etc. or to resources for payments for themiv) To control the management of the Company temporarily, have the Company dispose of highvalue assets, etc., and have the Company pay a temporary high dividend based on gains from thedisposal or sell shares at a profit when the shares price surges following a temporary highdividend
2) A high-handed, two-step purchase in which the Large-Scale Purchaser threatens to effectively force
shareholders to sell shares (i.e., the purchase proposal through tender offer etc. in the manner that thepurchaser sets the purchase terms for the second step less favorable to shareholders than those for the
first step or that the purchaser does not make clear the purchase terms for the second step).
Further, if the Board of Directors judges that there is appropriate time to confirm the intent of theshareholders concerning whether to take countermeasures, it will confirm such intent of the shareholders
by convoking a shareholders meeting etc. In this case, the Large-Scale Purchaser shall be requested toabstain from the Large-Scale Purchase until the completion of the procedure for the confirmation of theshareholders’ intention.
(3)

Establishment of a Special Committee
A Special Committee independent of the Board of Directors is established to properly operate the Policy
and to ensure the objectivity, fairness and rationality of decisions of the Board of Directors. The Special
Committee consists of three members, selected from outside directors, outside corporate auditors, persons
with corporate management experience, lawyers, certified public accountants, certified tax accountants,
etc. (Please refer to Attachment 1 for outline of the Special Committee.) The names and career summariesof the Special Committee members upon the renewal of the Policy are described in Attachment 2.
The Board of Directors shall consult the Special Committee and shall receive the recommendations of theCommittee when taking important decisions related to the Policy, i.e. with respect to deciding whether or
not to extend the Large-Scale Purchase Information Provision Period, whether or not the Large-Scale
Purchaser complies with the Large-Scale Purchase Rules, whether or not it is clear that the Large-Scale
Purchase will cause unrecoverable damages to the Company, whether or not the Large-Scale Purchase will
significantly damage the corporate value and common interests of shareholders, and whether or notcountermeasures should be taken. The Board of Directors shall take the Special Committee’s
recommendations into the fullest account.
When deliberating and adopting resolutions about the items submitted by the Board of Directors, theSpecial Committee receives advice from third parties (including experts such as financial advisors, certified
public accountants, lawyers and consultants) independent of the Board of Directors of the Company, at the- 12 -

expense of the Company. The Special Committee also requests directors, corporate auditors, employees,
etc. of the Company to attend meetings of the Committee and provide explanations for necessary
information. The Special Committee will make a recommendation to the Board of Directors based on thecontent of the resolutions adopted.
5. Effects, etc. on the Company’s shareholders and investors
If the Board of Directors decides to take countermeasures, the Company will disclose information on the decision
appropriately and in a timely manner in accordance with laws and regulations and the rules of the financial
instruments exchanges, although we do not anticipate a situation where the Company’s shareholders (excluding
the Large-Scale Purchaser and the specific shareholder group) will incur economic losses or damages to theirrights due to such countermeasure taken by the Company. If the countermeasure taken is an allotment of shareoptions at no cost, shareholders are required to pay a certain amount of money within a prescribed period so as
to exercise the share options and to obtain the shares. Moreover, if the Board of Directors decides to obtain shareoptions, new shares might be delivered to shareholders as equivalent value of the acquisition of share options by
the Company, without the shareholders having to pay an amount equivalent to the exercise price. The details of
the procedures will be communicated separately in accordance with laws and regulations and the rules of thefinancial instruments exchanges when share options are to be issued.
The Company may cancel allocation of share options or acquire share options at no cost to the Company incertain cases (e.g., if the Large-Scale Purchaser cancels the Large-Scale Purchase) before issuing shares of theCompany to the share option holders until the day immediately before the first day of the period for exercising
share options even after the record date for allocation of share options or after the allocation of share options iseffective. Since dilution of the value of each share does not occur in this case, investors who have sold sharesbased on the assumption of dilution of the value of each share may incur losses depending on the change in thestock price.
6. Expiration date of the Policy
The Policy shall expire at the closing of the annual shareholders’ meeting for the last fiscal year ending within
three years from the day of this meeting.
If the Board of Directors decides to continue the Policy, it will announce the decision promptly. The Board of
Directors will re-evaluate the necessity of the Policy from time to time based on the development and revisions
etc. of relevant laws and regulations including the Corporate Code and the Financial Instruments and Exchange
Act to protect the corporate value and common interests of shareholders.
If the shareholders’ meeting or the Board of Directors meeting adopts a resolution abolishing the Policy, thePolicy shall be abolished immediately even before its expiration date.
7. Rationality of the Policy(1)

The Policy meets the requirements of the guidelines regarding takeover defense measures
The Policy fully satisfies the three basic principles (principle of protection and enhancement of corporate
value and common interests of shareholders, principle of prior disclosure and shareholders’ intentions,principle of securing necessity and suitability) provided in the “Guidelines Regarding Takeover Defense
Measures for the Purposes of the Protection and Enhancement of Corporate Value and Common Interestsof Shareholders” released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on
May 27, 2005 (hereinafter referred to as the “Guidelines”), and its content is based on the above-mentioned
three principles provided by the Guidelines and takes into consideration the content of “The Proper Roleof Takeover Defense Measures in Light of Recent Changes in Various Environments” published on June30, 2008 by the Corporate Value Study Group established within the Ministry of Economy, Trade andIndustry, and other practices and debates regarding takeover defense measures. Further, the Policy
conforms to the purpose of various regulations etc. regarding the introduction of takeover defense measures
as provided by the Tokyo Stock Exchange.
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(2)The Policy is renewed with the purpose of enhancing corporate value and common interests of shareholders
The Policy is renewed with the purpose of enhancing corporate value and common interests of shareholders
in cases of Large-Scale Purchases. For this purpose, the Board of Directors obtains the necessary
information from the Large-Scale Purchaser, sufficient time for the assessment and consideration of theLarge-Scale Purchase is secured, and necessary information for making a decision, including alternative
proposals, is provided to the shareholders, so that the shareholders can make a proper decision about
whether or not to accept the purchase.

(3)

The Policy respects the shareholders’ intentions
The renewal from the Current Policy to the Policy will be effective from the day of approval by theshareholders at this meeting, and the term of its validity will expire at the closing of the annual shareholders’meeting for the last fiscal year ending within three years from the day of this meeting. Further, the Policy
will be abolished even before its expiration date, if there is a resolution of the shareholders’ meeting forthe abolition of the Policy, in respect of the shareholders’ intentions.
Moreover, if it is difficult to make judgment regarding whether or not it is clear that the Large-Scale
Purchase will cause unrecoverable damages to the Company or whether or not the Large-Scale Purchasewill significantly damage the corporate value and common interests of shareholders, the shareholders’intention regarding whether or not countermeasures should be taken will be confirmed at a shareholders’meeting.

(4)

Importance attached to the decision of a Special Committee with a high level of independence
In order to properly operate the Policy, to prevent arbitrary decisions taken by the Board of Directors, andto ensure the objectivity, fairness and rationality of its decisions, a Special Committee independent of theBoard of Directors is established. The Special Committee consists of three members, selected from outside
directors, outside corporate auditors, persons with corporate management experience, lawyers, certified
public accountants, certified tax accountants, etc. The Board of Directors shall consult the Special
Committee, obtain its recommendation and take such recommendation to the fullest account, regardingwhether or not a Large-Scale Purchaser complies with the Large-Scale Purchase Rules, whether or not it isclear that the Large-Scale Purchase will cause unrecoverable damages to the Company, whether or not theLarge-Scale Purchase will significantly damage the corporate value and common interests of shareholders,
and whether or not countermeasures should be taken.

(5)

Setting out reasonable objective requirements
The Policy has been set out so that it cannot be activated unless reasonable and detailed objective
requirements are fulfilled. It is therefore considered that a system for the prevention of any arbitrary
activation by the Board of Directors has been ensured.

Note

1: Specific shareholder group refers to either (i) or (ii) below:(i) A holder*1 of share certificates etc.*2 of the Company and joint holders*3 of the holder(ii) A person carrying out purchase etc.*4 of share certificates etc.*5 of the Company and persons having
special relationships with the person*6*1 Holder stipulated in Article 27-23, paragraph 1 of the Financial Instruments and Exchange Act, including aperson deemed to be a holder under Article 27-23, paragraph 3*2 Shares etc. set out in Article 27-23, paragraph 1*3 Joint holders prescribed in Article 27-23, paragraph 5, including holders regarded as joint holders under Article
27-23, paragraph 6*4 Purchase etc. specified in Article 27-2, paragraph 1 of the Financial Instruments and Exchange Act, including apurchase made in securities markets*5 Share certificates etc. stipulated in Article 27-2, paragraph 1*6 Persons set out in Article 27-2, paragraph 7- 14 -

Note

2: Ratio of voting rights(i) If the specific shareholder group falls under (i) in the note 1 above
The ratio of voting rights means the ratio*7 of share certificates etc. held by a holder of sharecertificates etc. of the Company.
(ii) If the specific shareholder group falls under (ii) in the note 1 above
The ratio of voting rights means the total of the ratio*8 of share certificates etc. of a person carryingout a purchase etc. of share certificates etc. of the Company and that of persons having a special
relationship with the purchaser.
In calculating the ratio of voting rights, the number of voting rights*9 and the number of sharesissued*10 in the most recent out of the financial statement report, quarterly report or share buyback
report can be used.
*7 Ratio of share certificates etc. set out in Article 27-23, paragraph 4 of the Financial Instruments and ExchangeAct; the number of the share certificates, etc. held by the joint holders as specified in the same paragraph shallbe taken into consideration*8 Ratio of share certificates etc. prescribed in Article 27-2, paragraph 8 of the Financial Instruments and ExchangeAct*9 Stipulated in Article 27-2, paragraph 8 of the Financial Instruments and Exchange Act*10 Set out in Article 27-23, paragraph 4

Note

3: An agreement etc. with other shareholders of the Company
An agreement etc. with other shareholders of the Company means any agreement concerning the joint
acquisition or transfer of share certificates of the Company, or the exertion of voting rights or any otherrights as shareholder of the Company, as well as any other action falling under the joint holder stipulated
in Article 27-23, paragraph 5 and paragraph 6.

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Attachment 1
Outline of the Special Committee
1. Establishment
The Special Committee shall be established by resolution of the Board of Directors.
2. Members
The Special Committee shall consist of three persons commissioned by the Board of Directors. Persons qualified
to serve on the Special Committee shall include outside directors, outside corporate auditors, persons withcorporate management experience, lawyers, certified public accountants and certified tax accountants.
3. Term
The term of office of members of the Special Committee shall be decided by resolution of the Board of Directors.
4. Requirements for Resolution
In principle, resolutions by the Special Committee shall be adopted by a majority vote of members present atmeetings at which all members are present. If circumstances prevent the attendance of all members, however,resolutions by the Special Committee shall be adopted by a majority vote of those present at meetings at whicha majority of members are present.
5. Matters to be resolved:
If consultation is requested by the Board of Directors, the Special Committee shall accept the request, decide on
the items stated below in principle, and submit the details of its decisions to the Board of Directors together withthe reasons for such decisions. Members of the Special Committee shall be required to make such decisions fromthe viewpoint of whether or not they contribute to the corporate value and common interests of shareholders, andshall refrain from making decisions in their own personal interests or in the personal interests of the Directors of
the Company.
(1)
(2)
(3)

(4)
(5)

Whether or not to extend the Large-Scale Purchase Information Provision Period
Whether or not a Large-Scale Purchaser complies with the Large-Scale Purchase Rules
Whether or not it is clear that the Large-Scale Purchase will cause unrecoverable damages to the Company
or whether or not the Large-Scale Purchase will significantly damage the corporate value and common
interests of shareholders
Whether or not countermeasures should be taken
Other items pertaining to this Policy for which the Board of Directors requested consultation

6. Advice of Experts etc.
In forming decisions stated above under 5, the Special Committee shall make its efforts to collect necessary andsufficient information to ensure the proper judgment. The Special Committee may seek, at the expense of theCompany, advice from third parties independent of the management of the Company (including financial
advisors, certified public accountants, lawyers, consultants and other experts).

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Attachment 2
Career Summaries of the Special Committee Members
At the time of the Renewal of the Policy, the Special Committee will consist of the following three members:
Yukihiko Inoue<Career summary>November 1937

Born

April 1962
June 1989

Joined the National Police Agency
Chief of Chiba Prefectural Police Headquarters

September 1994
September 2003

Superintendent-General of the Metropolitan Police of Japan
President of Japan Guide Dog Association (present)

Yozo Izuhara<Career summary>
September 1938

Born

April 1962
June 1998

Joined Nippon Sheet Glass Co., Ltd.
Representative Director, President of Nippon Sheet Glass Co., Ltd.

June 2004
June 2010

Representative Director, Chairman of Nippon Sheet Glass Co., Ltd.
Executive Advisor of Nippon Sheet Glass Co., Ltd.

June 2012
June 2014

Honorary Senior Advisor of Nippon Sheet Glass Co., Ltd. (present)
Outside Corporate Auditor of the Company

June 2019
Outside Director of the Company (present)* The Company has reported Mr. Yozo Izuhara to Tokyo Stock Exchange as an independent officer. His original company, Nippon
Sheet Glass Co., Ltd. and the Company have some transactions etc., but we have judged that in view of the scale, nature etc. ofsuch transactions, there is no fear of his independence as a Special Committee member being influenced.

Nobumasa Kemori<Career summary>
April 1951

Born

September 1980
June 2007

Joined Sumitomo Metal Mining Co., Ltd.
Representative Director, President of Sumitomo Metal Mining Co., Ltd.

June 2013
June 2016

Representative Director, Chairman of Sumitomo Metal Mining Co., Ltd.
Chairman of Sumitomo Metal Mining Co., Ltd.

June 2017
June 2019

Executive Advisor of Sumitomo Metal Mining Co., Ltd.
Outside Director of the Company (present)

June 2021
Honorable Advisor of Sumitomo Metal Mining Co., Ltd. (present)* The Company has reported Mr. Nobumasa Kemori to Tokyo Stock Exchange as an independent officer. His original company,
Sumitomo Metal Mining Co., Ltd. and the Company have some transactions etc., but we have judged that in view of the scale,nature etc. of such transactions, there is no fear of his independence as a Special Committee member being influenced.

There is no special conflict of interests between the persons mentioned above and the Company.

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Attachment 3
Description of Share Options
1. Shareholders to whom share options shall be granted and conditions for issue
Share options shall be allotted to shareholders indicated or recorded in the register of shareholders or beneficiaryshareholders as of the closing of the base date decided by the Board of Directors at a ratio of one share options
to one share of common stock of the Company which is held by the shareholders (excluding shares of common
stock held by the Company) without requiring any new payment.
2. Type and number of shares to be issued upon exercise of share options
The type of shares to be issued upon exercise of share options shall be the common stock of the Company. The
upper limit of the total number of shares to be issued upon exercise of share options shall be the number of sharesobtained by deducting the total number of outstanding shares of common stock of the Company (excluding
shares of common stock held by the Company) from the total number of shares authorized to be issued by theCompany as of the base date decided by the Board of Directors. The number of shares to be issued upon exercise
of one share option (hereinafter referred to as “the Number of Shares to Be Issued”) shall be separately decided
by the Board of Directors. However, if the Company conducts a share split or a reverse share split, proper
adjustments shall be made.
3. Total number of share options to be issued
The total number of share options to be issued shall be a number separately decided by the Board of Directors.
The Board of Directors may allot share options more than once.
4. Value of investment at the time of the exercise of each share option (the amount to be paid)
The value of the investment at the time of the exercise of each share option (the amount to be paid) shall beseparately decided by the Board of Directors, which shall be one yen or more.
5. Restriction on the transfer of share options
The acquisition of a share option through the transfer of the share option shall be subject to the approval of theBoard of Directors.
6. Conditions for the exercise of share options
In principle, a person who belongs to a specified shareholders’ group with a ratio of voting rights of 20% or more
may not exercise share options. A person who is required to follow a certain procedure to exercise share options
by applicable foreign laws and ordinances of certain foreign jurisdiction, in which he/she/it is located, may not
exercise share options in principle (However, such persons including a person to whom an exemption from theprocedure is available under the applicable laws and ordinances of the foreign jurisdiction may exercise shareoptions, if certain requirements are met. In addition, the share options held by the person shall become the objectof acquisition by the Company in exchange for the shares of the Company as compensation as stated in 8 below.).
In addition, a person who does not submit a form prescribed by the Company to confirm, among others, that theperson does not belong to any specified shareholders’ group may not exercise these share options (excluding
persons who were not requested by the Company to submit such form). The details shall be separately decided
by the Board of Directors.
7. Period for the exercise of share options
The period for the exercise of share options shall be separately decided at the Board of Directors meeting
resolving the issuance of share options at no cost to subscribers, which shall be one to three months, and the firstday (hereinafter referred to as “the First Day of the Exercise Period”) of which shall be separately decided at theBoard of Directors meeting resolving the issuance of share options at no cost to subscribers. If the final day ofthe period for exercise falls on a holiday of the organization handling the payment of money to be paid at thetime of exercise, the final day shall be the preceding business day.

- 18 -

8. Acquisition of share options by the Company(1) If the Board of Directors deems that the acquisition of share options by the Company is appropriate, theCompany may acquire all share options without compensation on a day separately decided by the Boardof Directors at any time prior to the day preceding the First Day of the Exercise Period.
(2) The Company may acquire on a day separately specified by the Board of Directors all share options heldby persons other than persons belonging to a specified shareholders’ group and persons who do not submit
a form prescribed by the Company to confirm that the persons do not belong to any specified shareholders’group by the day of acquisition (excluding, however, persons who are not required by the Company tosubmit such form) which have not been exercised as of the day preceding the day specified by the Boardof Directors, and deliver the Number of Shares to Be Issued of the Company for one share options in
exchange for all share options acquired.
If the Board of Directors determines on or after the day of acquisition that there is a person holding shareoptions who does not belong to a specified shareholders’ group (for example, if a person fails to submit adocument in the form prescribed by the Company in the first paragraph of this Section 8 (2) above by thedate the acquisition is made, but is subsequently found not to be a member of the specific shareholder
group, etc.; however, the Board of Directors may request the submission from such person of a form
prescribed by the Company as set out in the first paragraph of this Section 8. (2) above for the Board of
Directors determination), the Company may acquire on a day falling after the day of acquisition as specified
by the Board of Directors all share options held by the person which have not been exercised as of the day
preceding the day specified by the Board of Directors, and deliver the Number of Shares to Be Issued of
the Company for one share options in exchange for all share options acquired. This shall apply subsequently.
(3) The details of the acquisition provision shall be separately decided at a meeting of the Board of Directors.

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