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 6, 2018
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 85TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are hereby notified that the 85th 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 the appropriate form. You arerequested to review the attached Reference Documents for General Meeting of Shareholders and indicate yourapproval or disapproval on the enclosed Form for the Exercise of Voting Rights and return it to the Company by
5:40 p.m. of Wednesday, June 27, 2018.
Particulars
1. Date and Time: 10:00 a.m. on Thursday, June 28, 2018
2. Place:
Bellesalle Shinjuku Central Park, Sumitomo Fudosan Shinjuku Central Park Building 1F
6-13-1 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 85th fiscal year (from April 1, 2017 to March 31, 2018) by Accounting Auditor and theBoard of Statutory Auditors
2. Financial Statements for the 85th fiscal year (from April 1, 2017 to March 31, 2018)
Matters to be resolved:
Agenda 1.
Appropriation of Retained Earnings
Agenda 2.
Election of One Director
Agenda 3.
Election of One Statutory Auditor
Agenda 4.
Election of One Substitute Statutory Auditor
If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.
Any modification on this notice of the 85th Ordinary General Meeting of Shareholders and/or accompanying Reference Documents
for General Meeting of Shareholders will be notified by mail or posted on the Company website. (http://www.sumitomo-rd.co.jp/)-1-REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda and References
Agenda 1.

Appropriation of Retained Earnings

The Company’s basic policy of profit distribution ensures continuance of stable dividends first and the repletion ofretained earnings required for the long-term and stable growth of business.
To reflect ever improving record high ordinary profits for the fifth consecutive fiscal year, we would like topropose that the year-end cash dividends for the 85th fiscal year be 14 yen per share, which is 1 yen higher than theamount of those paid in the previous fiscal year.
Accordingly, the total dividends for this fiscal year, including the interim dividends of 13 yen per share, will be 27
yen per share, which is 3 yen higher than the amount of those paid in the previous fiscal year.
Matters concerning year-end dividends(1) Type of dividends
Cash(2) Matters concerning allocation of dividends to shareholders and the aggregate amount
Dividends of 14 yen per share of common stock of the Company
The aggregate amount: 6,635,259,834 yen(3) The effective date of the appropriation of retained earnings
June 29, 2018

-2-Agenda 2.

Election of One Director

At the conclusion of this meeting, director Masumi Aoki will resign. Therefore, the Company proposes the electionof one director for his replacement.
Candidate for Director:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Joined the Company
Branch Manager of West Tokyo Branch, Urban
Property Management Division
May 2005
Executive Officer
December 2005
General Manager of Redevelopment, Tokyo
Metropolitan Area Business Department, Urban
Property Development Division
Hisatoshi Katayama
April 2010
Deputy Head of Building Development Division(July 11, 1961)
February 2014
Deputy Head of Site Acquisition Division in theMetropolitan Area
April 2016
Deputy Head of Urban Property Development
Division
September 2016
Head of Urban Property Development Division(present)
Note:
There is no special interest between the candidate and the Company.

Number of theCompany’s shares
heldApril 1985
December 2004

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6,000

Agenda 3.

Election of One Statutory Auditor

The term of office of statutory auditor Yozo Izuhara will expire at the conclusion of this meeting. Accordingly, we
propose the election of one statutory auditor. The board of statutory auditors has consented to this agenda.
Candidate for Statutory Auditor:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company

Number of theCompany’s shares
heldApril 1962
Joined Nippon Sheet Glass Co., Ltd.
June 1996
Managing Director
June 1998
Representative Director, President
June 2004
Representative Director, Chairman
Yozo Izuhara
June 2008
Chairman of the Board0(September 23, 1938)
October 2009
Chairman of the Board - Chairman
June 2010
Executive Advisor
June 2012
Honorary Senior Counselor (present)
June 2014
Statutory Auditor of the Company (present)
Notes: (1) The Company proposes the election of Yozo Izuhara, based on the judgment that he is qualified for outside statutory
auditor of the Company since he has rich experience and wide discernment as a manager.
(2) At the conclusion of this meeting, Mr. Izuhara’s tenure as outside statutory auditor of the Company will have been fouryears.
(3) There is no special interest between the candidate and the Company.
(4) The Company has entered into a liability limitation agreement with Mr. Izuhara in accordance with the applicable laws
and regulations and the articles of incorporation. Under the agreement, his liability is limited to the minimum limit ofliability stipulated by law.

-4-Agenda 4.

Election of One Substitute Statutory Auditor

The number of outside statutory auditors of the Company is two. The Company requests approval for the electionof one substitute statutory auditor to be ready to fill a vacant position should the number of outside statutory
auditors fall below the number required by laws and regulations. The board of statutory auditors has consented tothis agenda.
Candidate for Substitute Statutory Auditor:Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
August 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)
April 1974
Registered as certified tax accountant
May 1974
Founded Uno Kozo Certified Public Accountant
Kozo Uno
Office (present)0(July 3, 1933)
October 1993
Vice President of Asahi & Co (Currently KPMG
AZSA LLC)
May 1997
President of Asahi & Co
May 1999
Chairman of Asahi & Co
May 2001
Retired from Asahi & Co
(1) Kozo Uno is a candidate for substitute outside statutory auditor. The Company proposes the election of Mr. Uno, basedon the judgment that he is qualified for substitute outside statutory auditor of the Company since he has expertise, richexperience and wide discernment as certified public accountant and certified tax accountant.
(2) There is no special interest between the candidate and the Company.
(3) In case Mr. Uno’s election is approved and he assumes office as an outside statutory auditor, the Company will enter intoa liability limitation agreement with him in accordance with the applicable laws and regulations and the articles ofincorporation. Under the agreement, his liability is limited to the minimum limit of liability stipulated by law.

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