NTT URBAN DEVELOPMENT : Notice of Extraordinary Report

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Document submitted: Extraordinary Report

Destination: Director General of the Kanto Local Finance Bureau

Date of submission: June 23, 2017

Corporate name: NTT URBAN DEVELOPMENT CORPORATION

Name and title of representative: Hiroshi Nakagawa,

President and Chief Executive Officer

Address of home office: 4-14-1, Sotokanda, Chiyoda-ku, Tokyo

Telephone number: [phone] (Representative)

Contact person: Yutaka Torigoe,

Senior Vice President, Accounting and Finance

Nearest contact point: 4-14-1, Sotokanda, Chiyoda-ku, Tokyo

Telephone number: [phone]

Contact person: Yutaka Torigoe,

Senior Vice President, Accounting and Finance

Place for public inspection: Tokyo Stock Exchange, Inc.

(2-1, Kabutocho, Nihombashi, Chuo-ku, Tokyo)

1. Reason for Submission

   NTT Urban Development Corporation (the "Company") is submitting this Extraordinary Report in order to disclose matters resolved at its 32nd ordinary general meeting of shareholders held on June 22, 2017, in accordance with Paragraph 4 of Article 24-5 of the Financial Instruments and Exchange Law of Japan and Item 9-2 of Paragraph 2 of Article 19 of the Ordinance of the Cabinet Office relating to Disclosure by Corporations.

2. Contents of Report

1. Date of the ordinary general meeting of shareholders of the Company June 22, 2017

2. Matters resolved at the ordinary general meeting of shareholders First Item: Distribution of Surplus as Dividends

3. Type of asset to be distributed Cash

4. Matters relating to allotment of dividends and total amount of dividends to be distributed Per share of common stock: 9 yen

   Total amount of dividends: 2,962,079,307 yen

5. Date on which the dividend becomes effective June 23, 2017

   Second Item: Election of Four Directors

   The Company elected Mr. Takeshi Ogiwara, Mr. Yoshiyuki Sayama, Mr. Shiro Tanikawa and Mr. Takashi Taniyama as directors of the Company.

6. Number of approving votes, dissenting votes and abstention votes, requirements for approval of each item and results of resolution for each item.

   Matters to be resolved	Approve	Dissent	Abstain	Ratio for approval	Result
   First Item	3,070,691	912	67	99.69 %	approved
   Second Item
   Takeshi Ogiwara	2,982,661	81,954	7,459	96.83 %	approved
   Yoshiyuki Sayama	2,946,566	118,047	7,459	95.66 %	approved
   Shiro Tanikawa	3,017,003	55,002	67	97.94 %	approved
   Takashi Taniyama	2,946,520	118,093	7,459	95.66 %	approved

   (Note 1) Requirements for approval for each item are as follows:

7. First Item requires approval by a majority of votes of shareholders entitled to exercise voting rights present at the ordinary general meeting of shareholders.

8. Second Item requires (i) attendance of shareholders holding one-third or more of the total number of voting rights of all shareholders entitled to exercise voting rights and

   (ii) approval by a majority of votes of shareholders present at the ordinary general meeting of shareholders.

   (Note 2) Figures under "Approve" above constitute the sum of (i) the number of approving votes cast on or before the day prior to the ordinary general meeting of shareholders and (ii) the number of approving votes cast by certain shareholders present at the ordinary general meeting of shareholders (the parent company of the Company and directors and corporate auditors of the Company), which the Company was able to confirm.

   (Note 3) Figures under "Ratio for approval" above constitute the ratio of the figures under "Approve" to the sum of (i) the number of voting rights exercised on or before the day prior to the ordinary general meeting of shareholders and (ii) the number of voting rights of shareholders present at the ordinary general meeting of shareholders.

9. Reason for not counting the number of certain voting rights of shareholders present at the ordinary general meeting of shareholders into the number of voting rights

The Company was able to confirm satisfaction of applicable requirements by counting the number of approving votes for each item, (i) cast on or before the day prior to the ordinary general meeting of shareholders and (ii) cast by certain shareholders present at the ordinary general meeting of shareholders (the parent company of the Company and directors and corporate auditors of the Company), and accordingly all items were duly approved in accordance with the Companies Act of Japan. Therefore, the Company has not counted the number of voting rights of certain shareholders present at the general meeting of

shareholders, as to which the Company was unable to confirm approval, dissent or abstention.