Notice of Convocation of the 93nd Ordinary General Meeting of Shareholders （237.3 KB）

To Our Shareholders:

Ticker symbol 8830

June 4, 2026 (Start date of measures for providing information in electronic format: June 1, 2026)

2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo

Kojun Nishima, Representative Director and President

You are hereby notified that the 93rd 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.

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 Thursday, June 25, 2026.

Please enter your approval or disapproval on the voting rights exercise website designated by the Company (https://www.web54.net) (in Japanese) by 5:40 p.m. on Thursday, June 25, 2026.

Particulars

1. Date and Time: 10:00 a.m. on Friday, June 26, 2026
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 93rd fiscal year (from April 1, 2025 to March 31, 2026) by the Independent Auditor and the Board of Corporate Auditors

   2. Financial Statements for the 93rd fiscal year (from April 1, 2025 to March 31, 2026)

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).

https://www.sumitomo-rd.co.jp/en/ir/shareholders_info/shareholders_meeting/

(In order to check the relevant content, access the above website, select "Notice of Convocation of the 93rd Ordinary General Meeting of Shareholders" and "Items Omitted from Paper-Based Documents to be Delivered for Notice of Convocation of the 93rd Ordinary General Meeting of Shareholders.")

https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

(In order to check the relevant content, 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, a notice of the revisions and the details of the items before and after the revisions 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 aforementioned respective websites in accordance with laws and regulations and Article 16, paragraph 2 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," "Basic Policy on Persons Who Control the Determination of Financial and Business Policies of the Company," and "Systems for Ensuring Appropriateness of Business Operations and its Operational Status 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-consolidated balance 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.

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS

For the fiscal year under review, which is the first year of the 10th Management Plan, our performance was strong, resulting in a record-high profit for the 13th consecutive year. We would like to propose the annual dividend for the fiscal year under review to be 44 yen per share (with an interim dividend of 21 yen and a year-end dividend of 23 yen). This represents an increase of 9 yen from the previous fiscal year, consisting of an 8 yen year-on-year increase under our progressive dividend policy, plus an additional 1 yen in light of profit for the fiscal year under review having exceeded the plan.

For the next fiscal year ending in March 2027, we plan to increase the annual dividend by 8 yen to 52 yen per share (with an interim dividend of 26 yen and a year-end dividend of 26 yen), in line with the policy presented on the next page.

(Yen per share)

* A two-for-one stock split of common stock became effective on January 1, 2026. Dividends per share prior to that date are calculated assuming that the stock split had become effective at the beginning of the previous consolidated fiscal year.

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: 21,336,629,075 yen

The effective date of the appropriation of retained earnings June 29, 2026

Dividend Policy

1. Progressive dividend policy with annual increase of 8 yen or more until dividend payout ratio reaches 35%

   As a result of the steady expansion of our annual cash flow, we have entered a stage where we can both expand growth investments and enhance shareholder returns without increasing debt. We will continue our policy of progressive dividend with an annual increase of 8 yen or more until the dividend payout ratio reaches 35%.

2. Timely and flexible dividend increases if performance exceeds the plan

From next fiscal year onward, we will continue to maintain our commitment to a progressive dividend policy with an annual increase of 8 yen or more and strive to achieve further earnings growth to accelerate the pace of dividend increases.

* A two-for-one stock split of common stock became effective on January 1, 2026. Dividends per share prior to that date are calculated assuming that the stock split had become effective at the beginning of the fiscal year ended March 31, 2022.

The term of office of all eight directors will expire upon the conclusion of this meeting. In preparation for a transition to a Company with an Audit and Supervisory Committee in 2027, which is proposed in Agenda 4, we propose the election of nine directors, including one additional outside director, in order to establish an effective supervisory system.

Candidates for director are as follows. If this agenda is approved as originally proposed, four of the Company's nine directors, representing at least one-third of the Board, will be outside directors satisfying the independence criteria set by the Tokyo Stock Exchange.

Notes: 1. There is no special conflict of interest between each of the candidates and the Company.

1. The Company has registered Mr. Nobumasa Kemori, Ms. Chiyono Terada, Mr. Hakaru Tamura, and Ms. Nobuko Kawai as independent officers with Tokyo Stock Exchange, Inc.

2. The Company has entered into a limited liability agreement with Mr. Nobumasa Kemori, Ms. Chiyono Terada, and Mr. Hakaru Tamura as outside directors in accordance with laws and regulations and the articles of incorporation. Under the agreement, their liability is limited to the minimum limit stipulated by laws and regulations. If this agenda is approved, the Company plans to continue a limited liability agreement of the same content as above with them as outside directors, and to enter into a limited liability agreement of the same content as above with Ms. Nobuko Kawai as an outside director.

3. The Company has concluded a director and officer 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, each candidate will be included as an insured person under said policy. In addition, we plan to renew the policy upon the next renewal with the same terms and conditions.