Sumitomo Realty & Development : Notice of Convocation of the 89th Ordinary General Meeting of Shareholders (Business Report Section added) ( 991.6KB )

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. 2-4-1Nishi-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 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 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, 2-6-1Nishi-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 89th fiscal year (from April 1, 2021 to March 31, 2022) by the Independent Auditor and the 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)

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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 posted on the Company website in accordance with the provisions of laws and regulations and Article 16 of the articles of incorporation, and therefore are not provided with the documents provided with this Notice of Convocation. Accordingly, the documents attached with this Notice 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.

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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 order to 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 from the 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, and we 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

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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, the Company 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 in electronic format.
2. 1. Article 16, paragraph 1 in "Proposed Amendment" below will stipulate that the Company shall take measures 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 the delivery 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.
3. 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 or
presented in the Reference Documents for General Meeting of
Shareholders, Financial Statements, Consolidated Financial
Statements, and Business Report through the internet in
accordance 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 of
	shareholders, it shall take measures for providing
	information that constitutes the content of Reference
	Documents for General Meeting of Shareholders, etc. in
	electronic 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 paper-
	based documents to be delivered to shareholders who
	requested the delivery of paper-based documents by the
	record date of voting rights.

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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 of
	incorporation and the establishment of the new Article 16
	(Measures, etc. for Providing Information in Electronic
	Format) in the amended articles of incorporation shall be
	effective from September 1, 2022, which is the date of
	enforcement of 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) (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.) shall
	remain effective regarding any general meeting of
	shareholders held on a date within six months from the Date
	of Enforcement.
	3. The provisions of this article shall be deleted on the date
	either 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.

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