Sumitomo Realty & Development : Notice of Convocation of the 90th Ordinary General Meeting of Shareholders (Business Report Section added) ( 3.1MB )

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, 2023 (Start date of measures for providing information in electronic format: May 26, 2023)

Sumitomo Realty & Development Co., Ltd. 2-4-1Nishi-Shinjuku,Shinjuku-ku, Tokyo Kojun Nishima, Representative Director and President

To Our Shareholders:

NOTICE OF CONVOCATION OF THE 90TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are hereby notified that the 90th Ordinary General Meeting of Shareholders of Sumitomo Realty & Development Co., Ltd. (the "Company") will be held as stated below.

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 your voting 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 Wednesday, June 28, 2023.

[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 Wednesday, June 28, 2023.

Particulars

1. Date and Time: 10:00 a.m. on Thursday, June 29, 2023
2. Place: Shinjuku Sumitomo Hall (Entrance B1F), Shinjuku Sumitomo Building, 2-6-1Nishi-Shinjuku,Shinjuku-ku, Tokyo
3. Purpose of the Meeting: Matters to be reported:
4. 1. Business Report, Consolidated Financial Statements and Audit Reports for Consolidated Financial Statements for the 90th fiscal year (from April 1, 2022 to March 31, 2023) by the Independent Auditor and the Board of Corporate Auditors
   2. Financial Statements for the 90th fiscal year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Agenda 1. Appropriation of Retained Earnings

Agenda 2. Election of Nine Directors

Agenda 3. Election of Four Corporate Auditors

Agenda 4. Election of One Substitute Corporate Auditor

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For the convocation of the Meeting, the Company has taken measures to provide information constituting the content of Reference Documents for General Meeting of Shareholders (items for provision in electronic format) electronically and has posted them on the Company website and on the website of the Tokyo Stock Exchange (TSE).

Company Website with Posted Materials for General Meetings of Shareholders https://english.sumitomo-rd.co.jp/ir/shareholders_info/shareholders_meeting

(In order to check the relevant content, access the above website, select "Notice of Convocation of the 90th Ordinary General Meeting of Shareholders" and "Items Omitted from Paper-Based Documents to be Delivered for Notice of Convocation of the 90th Ordinary General Meeting of Shareholders.")

Tokyo Stock Exchange Website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

(In order to check the relevant documents, access the Tokyo Stock Exchange website listed above, input "Sumitomo Realty & Development Co., Ltd." in the "Issue name (company name)" field or "8830" in the "Code" field, click "Search," then click "Basic information" and "Documents for public inspection/PR information," then "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")

If attending the meeting, you are kindly requested to submit the enclosed Form for the Exercise of Voting Rights to a receptionist.

In the event of any modifications to the items for provision in electronic format, the revised information will be posted on the Company website and the Tokyo Stock Exchange website.

Among items for which the measures for providing information in electronic format will be taken, the following items are posted on the Company website in accordance with laws and regulations and Article 16 of the Company's Articles of Incorporation, and are omitted in the paper-based documents to be delivered to shareholders ("paper-based documents to be delivered"). These paper-based documents to be delivered constitute part of the documents audited by the Corporate Auditors and the Independent Auditor for preparing their Audit Reports.

1. "Overview of the Corporate Group, Status of Assets and Profit and Loss, Principal Business Locations, Major Lenders and Borrowing Amounts," "Matters regarding Share Option of the Company, etc.," "Matters regarding Independent Auditor," "Systems for Ensuring Appropriateness of Business Operations and its Operational Status," and "Basic Policy on the control of the Company" 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. "Non-consolidatedbalance sheets," "Non-consolidated statements of income," "Non-consolidated statements of changes in net assets," and "Notes to non-consolidated financial statements" in the Financial Statements (in Japanese only)

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.

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The Company's Policy on the System for Providing Informational Materials for the General Meeting of Shareholders in Electronic Format

1. Overview of the system for providing informational materials for the general meeting of shareholders in electronic format

In accordance with the Act Partially Amending the Companies Act (Act No. 70 of 2019), which has been effective from September 1, 2022, a system for providing *informational materials for the general meeting of shareholdersin electronic format (the "System") has been implemented. The System enables the companies to provide informational materials for the general meeting of shareholders by posting these materials on the company website and other websites, and sending the notice of convocation (the "Notice Document") that includes instructions on how to access the websites to all shareholders. Since the System is applicable to all listed companies, this system will be applied to the Company from the 90th Ordinary General Meeting of Shareholders scheduled to be held on June 29, 2023.

Under the System, only a simple written notice (a notice the informational materials for the general meeting of shareholders have been posted on a website with its address, etc.) is sufficient as a Notice Document delivered to all shareholders. Shareholders who wish to continue to receive paper-based informational materials for the general meeting of shareholders must petition the Company's shareholder registry administrator (Sumitomo Mitsui Trust Bank, Limited) or the securities company with which the shareholders have transactions by the record date of the general meeting of shareholders and complete the procedure to request the delivery of paper-based documents.

• "Informational materials for the general meeting of shareholders" refers to the Reference Documents for General Meeting of Shareholders, Business Report, Audit Report, Financial Statements, and Consolidated Financial Statements. (Please note that the Audit Report, Financial Statements, and Consolidated Financial Statements are available in Japanese only.)

2. The Company's response policy

Taking into consideration that this is the first general meeting of shareholders after the application of the System, as a transitional measure, the Company will, in the same manner as before, send the informational materials for the Meeting (the 90th Ordinary General Meeting of Shareholders) to all shareholders who have voting rights as of the record date, regardless of whether or not shareholders have made a request for delivery of paper-based documents.

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REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS

Agenda and References

Agenda 1. Appropriation of Retained Earnings

In the fiscal year under review, same as the previous fiscal year, revenue from operations, operating income, ordinary profit and profit all exceeded the previous year, and we achieved record-high profit for the 10th consecutive year. Based on the policy explained on the next page, we would like to propose a year-end dividend of 28 yen per share, a total annual dividend of 52 yen per share including the interim dividend (an increase of 7 yen per share year on year and dividend increases for the ninth consecutive year).

For the next fiscal year ending March 31, 2024, we expect to renew record profit for the 11th consecutive year, and we intend to raise the annual dividend by 7 yen from the fiscal year under review to 59 yen (including an interim dividend of 29 yen).

	Previous fiscal	Fiscal year under
	Year-on-
	year	review	year
			change
Interim	22	24	+2
Year-end	23	28	+5
Annual	45	52	+7

(Yen per share)

Next fiscal year
Year-on-
(forecast)	year
	change
29	+5
30	+2
59	+7

Matters concerning year-end dividends

Type of dividends

Cash

Matters concerning allocation of dividends to shareholders and the aggregate amount Dividends of 28 yen per share of common stock of the Company

The aggregate amount: 13,270,279,316 yen

The effective date of the appropriation of retained earnings June 30, 2023

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Basic Policy on Dividends

Double the dividend within 7 years to ¥100 per share, and continue sustainable dividend increase in line with profit growth

The Company's basic policy of profit distribution is to ensure prioritization of investment in leasing office assets in order to enhance the long-term earnings base and to strive for "sustainable dividend increase" in line with profit growth.

Based on this idea, we initially set forth the continuation of the "annual dividend increase of ¥5 per share" in the Ninth Management Plan. However, in November last year, we increased the pace of "sustainable dividend increase in line with profit growth" from ¥5 to ¥7 per share per year, based on the recognition that, in addition to steady progress in business performance, the future outlook for business performance has been brighter with the normalization in the economic activities, considering the coexistence with COVID-19.

In the next fiscal year (ending March 31, 2024), we plan to "increase the dividend for the 10th consecutive year" to ¥59 per share, and thereafter we will continue the "annual dividend increase of ¥7 per share" and raise it to "¥100 per share per year" within seven years, doubling the current ¥52.

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