[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE

Please note that the following is an unofficial English translation of the Japanese original text of the
Corporate Governance Report of Mitsubishi Estate Co., Ltd., which is reported to the Tokyo Stock
Exchange. The Company provides this translation for reference and convenience purposes only and without
any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and theJapanese original, the latter shall prevail.

Latest Revision:Company:
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July 10th, 2024
Mitsubishi Estate Co., Ltd.
Atsushi Nakajima, President andChief Executive Officer
Corporate Communications
Department+81-3-3287-5200
8802
https://www.mec.co.jp

An Overview of Corporate Governance at Mitsubishi Estate Co., Ltd. (the “Company”) is Described Below.

I Basic Policy Regarding Corporate Governance, and Capital Structure, Corporate
Attributes and Other Basic Information
1. Basic Policy
The Company aims to realize the enhancement of corporate value through a harmonious balance between
corporate growth and the interests of its various stakeholders by following its brand slogan, “A Love for
People. A Love for the City,” based on its basic mission of “contributing to society through urban
development.” The Company shall position the development and promotion of its corporate governance system
as one of the most important management issues in realizing this goal.
In developing and promoting our corporate governance system, to bring about greater clarity with regard toroles and the strengthening of functions in both the supervision of management and the execution of businesswhile also fulfilling accountability to our shareholders and other stakeholders, the basic policy shall work toensure the transparency and objectivity of management.
Moreover, the Company has established and published on its website the “Mitsubishi Estate Co., Ltd.
Corporate Governance Guidelines” (hereinafter the “Company’s Guidelines”) as provided in Attached sheet 1
attached at the end of this corporate governance report. They aim to set forth the basic policy and framework
for the Company’s corporate governance, and serve as guidelines for the development and promotion of thecorporate governance system, which contributes to the realization of the Mitsubishi Estate Group (the“Group”)’s basic mission and the enhancement of its corporate value on a medium- to long-term basis.
https://www.mec.co.jp/en/ir/governance/[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with every principle of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code]
The Company makes disclosures based on the Corporate Governance Code after the revisions made in June
2021, including content for the Prime Market.
* Principle 1.3 Basic Strategy for Capital Policy [updated]
Please refer to Article 19 (Basic Strategy for Capital Policy) of the Company’s Guidelines.
In the Mitsubishi Estate Group Long-Term Management Plan 2030 formulated in January 2020, theCompany decided regarding shareholder returns to introduce a progressive dividend of ¥3 every fiscal year inprinciple (until FY2030) and on continuous and flexible share buybacks, in an aim for more stable andpredictable shareholder returns. The Company has announced that it would flexibly adjust the shareholder
return methods and sense of scale to meet the real estate market conditions, investment environment, shareprice, ROE and EPS.
In order to improve capital efficiency and shareholder value as part of the capital policy in the Long-Term
Management Plan 2030, the Company conducted a treasury stock purchase of around ¥30.0 billion in
FY2021, and of around ¥100.0 billion from FY2022 to FY2023 through market purchase on the Tokyo Stock- 1 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Exchange. In addition, at the Board of Directors meeting held on May 10, 2024, a resolution was passed tobuy back the Company’s common stock by means of market purchase on the Tokyo Stock Exchange fromMay 13, 2024 to November 11, 2024, with the maximum number of shares to be purchased being 32,000,000
shares and the maximum amount to be paid for the buyback being 50.0 billion yen.
* Principle 1.4 Shares Held for Strategic Purposes (Policy Regarding Strategic Shareholdings) [updated]
Please refer to Article 20 (Cross-Shareholdings), paragraph 1 and 2 of the Company’s Guidelines.
Note that in regard to listed shares that the Company holds as shares held for strategic purposes, it verifies
the significance of holding the shares from the perspective of whether it facilitates the smooth progress of theGroup’s business activities by looking at the history of the Company’s acquisition of such shares, the trackrecord of business transactions, the status of cooperative partnerships, dividend performance, and otherfactors. The Company then reports to its Board of Directors, at least as frequently as once a year, the detailsof such findings, the reductions in shares held for strategic purposes and the reduction guidelines that theCompany follows regarding future strategic shareholding reduction, and, where necessary, proceeds with thesale of such shares.
In the last five-year period between FY2019 and FY2023, the Company has sold shares held as strategic
shareholdings worth about ¥63.0 billion.
* Principle 1.4 Shares Held for Strategic Purposes (Standards for Exercising Voting Rights on Shares
Held for Strategic Purposes)
Please refer to Article 20 (Cross-Shareholdings), paragraph 3 of the Company’s Guidelines.
* Principle 1.7 Related Party Transactions
Please refer to Article 21 (Related Party Transactions) of the Company’s Guidelines.
* Supplementary Principle 2.4.1 Diversity of Human Resources [updated]
The Group recognizes that the accommodation of diverse human resources and workstyles and respect forhuman rights are crucial to management and business activities. Accordingly, the “Mitsubishi Estate Group
Guidelines for Conduct” include provisions related to the respect for human rights and diversity andempowerment of individuals, and the Group has steadfastly promoted initiatives to realize these guidelines.
[Mitsubishi Estate Group Code of Conduct]
https://www.mec.co.jp/en/company/charter/
In terms of promoting women’s participation and advancement in the workplace, we have set targets for theratio of female managers and worked to build an environment with greater women’s participation andadvancement where women can continue to work without leaving their jobs due to a life event. In FY2021,
we re-evaluated the Company’s future vision and made upward revisions to the target for the ratio of female
managers, to 20% by FY2030, 30% by FY2040, and 40% by FY2050.
In January 2024, the Company expressed its support for the “Women’s Empowerment Principles” (WEPs)
formulated by the United Nations, and is working on initiatives for promoting women’s participation inaccordance with international standards.
In order to achieve these targets, we will continue to strengthen hiring of female employees, introduce ahuman resources system that allows for flexible workstyles, hold internal roundtable discussions aimed atbalancing work and child rearing, hold external seminars, etc. Please refer to the following for details,
including the contents of specific initiatives.
[Diversity promotion initiatives]
https://mec.disclosure.site/e/sustainability/activities/social/diversity/[Action plan based on Japan’s Act on the Promotion of Female Participation and Career Advancement in the
Workplace]https://mec.disclosure.site/e/sustainability/activities/social/diversity/pdf/Empowerment_of_Women_EN.pdf
Furthermore, under the Long-Term Management Plan 2030 created considering the rapid changes in thebusiness environment and market trends, in addition to our traditional mainstay Domestic Asset Business, wehave put forth a growth strategy centered on the International Asset Business and the Non-Asset Business(proactive use of the latest technologies including AI and robotics and the promotion of fee business models).
To implement this growth strategy, we recognize that it will be more important than ever to secure diversity
from the standpoint of experience and skill, and we are proactively pursuing mid-career hiring based on thisunderstanding. Furthermore, to support mid-career hires with smooth onboarding and ensure that theyquickly become accustomed to and deepen their understanding of the Company shortly after being hired, we
have introduced online training courses, an internal mentor system (monthly one-on-one exchanges between- 2 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
the mid-career hire and an employee from outside of their division), an instructor system (one-on-one support
for learning the operations provided to the mid-career hire by an employee within their division), andnetworking events that promote exchanges among employees with career experience who were hired during
the same period.
In terms of diversity of human resources in nationality, in addition to overseas offices engaging in hiring
independently, starting in FY2019, the Company began hiring foreign nationals as part of our new-careerhires in a separate framework from the selection of Japanese students, and we plan to continue this policy.
Regarding the setting of numerical targets for manager position hiring, as only a few years have passed since
we strengthened foreign-national and mid-career hiring, we plan to move forward with proactive hiring atpresent while evaluating the merits of target setting going forward.
* Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
The Company, in working to realize the stable formation of assets for employees and fulfill the role expectedof it as an asset owner, has formulated the “Basic Guidelines on Pension Asset Management,” which set forth
the guidelines related to the asset management committee, asset portfolio composition, and the selection andevaluation of asset managers of corporate pension funds etc., and is going about managing assets in line withthe aforementioned guidelines.
* Principle 3.1 Full Disclosurei) Company objectives (e.g., business principles), business strategies and business plans;(1) Business Principles
In “The Mission of the Mitsubishi Estate Group,” the Company defines its mission as follows: “By building
attractive, environmentally sound communities where people can live, work and relax with contentment, we
contribute to the creation of a truly meaningful society.” Furthermore, to realize this mission, the Company
defines “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group Guidelines
for Conduct,” which are publicized on the Company’s website.
https://www.mec.co.jp/en/company/charter/(2) Business Strategies and Business Plans
The Company formulated the Long-Term Management Plan 2030 with a start date of April 2020, which is
publicized on the Company’s website.
https://www.mec.co.jp/en/ir/plan2030/
ii) Basic views and guidelines on corporate governance based on each of the principles of the Code;
The Company’s basic views are described in “I 1. Basic Policy” of this corporate governance report and in
the Article 2 (Basic Policy) of the Company’s Guidelines.
Aiming to set forth the basic policy and framework for the Company’s corporate governance, and serve as
guidelines for the development and promotion of the corporate governance system, which contributes to therealization of the Group’s basic mission and the enhancement of its corporate value on a medium- to longterm basis, the Company defines the Company’s Guidelines, which are publicized on the Company’s website.
iii) Board policies and procedures in determining the remuneration of the senior management and Directors;
Please refer to “* Board policies and procedures in determining the remuneration of the senior management
and Directors” within “II 1. [Directors’ and Corporate Executive Officers’ Remuneration]” of this report.
iv) Board policies and procedures in the appointment/dismissal of the senior management and the nominationof Directors candidates; andPlease refer to Article 12 (Process of Nominating the Candidates for Directors) and Article 14 (Process of
Appointment and Dismissal of Corporate Executive Officers) of the Company’s Guidelines.
v) Explanations with respect to the individual appointments/dismissals and nominations based on iv).
Career histories of individual Director candidates are contained in the Notice of Convocation of the General
Meeting of Shareholders and securities report and the reasons for election of individual Director candidates
are contained in the Notice of Convocation of the General Meeting of Shareholders and the Company’s
website.
The reasons for appointment of individual Outside Director Candidates are contained in this corporate
governance report under “II 1. [Items Relating to Outside Directors] Relationship with the Company (2).”Career histories of individual Corporate Executive Officers are stated in the securities report, and the- 3 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
reasons for appointment of individual Corporate Executive Officers are contained in the Company’s website.
https://www.mec.co.jp/en/ir/governance/overview/* Supplementary Principle 3.1.3 Sustainability [updated]
1. Sustainability initiatives and disclosure status
As stated in “The Mission of the Mitsubishi Estate Group,” “We contribute to society through urban
development.” As such, the Group has long engaged in business activities with an awareness of contributing
to society. In January 2020, the Group established the Mitsubishi Estate Group Sustainability Vision 2050
focused on sustainability management in 2050. Behind our slogan of “Be the Ecosystem Engineers,” wepledge to aspire to be a corporate group (engineers) that provides spaces and infrastructure (ecosystems)
where all actors (individuals, corporations, and more) are able to coexist sustainably and thrive together—economically, environmentally, and socially.
Furthermore, as milestones that establish specific themes and actions to achieve this vision, we haveestablished key themes related to sustainability in our strategies for increasing social value under the LongTerm Management Plan 2030 formulated in 2020. However, as part of the revision of those themes in
FY2024, we made a new start under “Sustainability of the Mitsubishi Estate Group and Society: Four Key
Themes” while also conducting a review of material issues. In this review, we organized the social issues
according to their relationship with the Group’s businesses, evaluated the importance according to the twoaxes of “impact on the Group’s growth” and “impact on the society surrounding the Group,” taking into
account the opinions exchanged with a total of more than 60 internal and external stakeholders, and identified
material issues and specified four key themes. For each of the four key themes of “Pursue tangible andintangible urban development for the next generation,” “Maintain commitment to reducing environmental
impact,” “Consider people, empathize with people, protect people” and “Create and circulate new value,” weidentified the risks and opportunities, and set targets, etc.
We disclose specific initiatives and the state of progress in the above themes on the Company’s website, in
our annual Sustainability Report, and in our Integrated Report.
Please refer to the following for details.
[Website]https://mec.disclosure.site/e/sustainability/[Sustainability Report]
https://mec.disclosure.site/e/sustainability/report/[Integrated Report]
https://www.mec.co.jp/en/ir/annual/
2. Investing in human capitalIn terms of investing in human capital, the Group believes that human resources are an essential management
asset and recognizes that employee growth is crucial to the Group’s continued growth. Moreover, while
improving the five ideal traits that the Group seeks in its human resources, the Group has established a policy
to develop human resources who can play a role in creating enhancement multipliers through collaboration
by taking an ultra-long-term perspective and leveraging its forward-looking DNA, as well as a role ofcreating value through high specialization, as its human resource development policy for achieving the LongTerm Management Plan 2030.
Please refer to the following for details.
[Website]https://mec.disclosure.site/e/sustainability/activities/social/human-resource/[Integrated Report]
https://www.mec.co.jp/en/ir/annual/
3. Investment in and use of intellectual property and intangible assets
The Group considers intellectual property to be a key management resource, and aims to acquire and utilize
intellectual property appropriately in order to further increase its presence in the real estate industry and gain
new revenue opportunities.
We believe that in addition to our own efforts, collaboration with multiple companies within the Group, as
well as with outside companies and individuals, will expand our knowledge in new areas and potentiallyenable the creation of more valuable intellectual property. The Group has established a “Basic Policy for
Appropriate and Effective Use of Intellectual Property” for the entire Group, and communicates to employees
the importance of effective use of intellectual property as a management resource, in addition to preventing
infringement of others’ rights.
To realize our Long-Term Management Plan 2030 that began in FY2020, we are working to develop nonasset businesses and new business focused on BtoC/BtoBtoC services to expand our revenue-earning- 4 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
opportunities. The Group has established the Innovation and Business Transformation Group to be
responsible for new business creation functions that can be laterally applied across the Group and invested
human resources to promote new value creation in the area of business model innovation. In addition to
streamlining and improving real estate operations using technology, we search for new earning opportunities
by accumulating and analyzing the data that we can collect both online and offline on latent needs against the
backdrop of social issues. Additionally, using the knowledge that we have accumulated in the real estatebusiness, we expand our business domains through proactive collaboration with external partners, and as
evaluation fields for the business concepts born from that process, we utilize the diverse real estate stock
owned and managed by the Group.
Furthermore, in addition to promoting open innovation by implementing proactive investment and our
Accelerator Program, using the Mitsubishi Estate Group Innovation Challenge (“MEIC”) that identifies new
business seeds internally, we are promoting the creation of new business both internally and externally.

4. Disclosures based on the TCFD recommendations
In May 2020, the Company disclosed such information governance, strategies, risk management, indicatorsand targets on climate change risks and opportunities in accordance with the framework recommended by
TCFD. These contents, which include the results of the analysis utilizing the Carbon Risk Real Estate
Monitor (CRREM) methodology to evaluate transition risks, have been updated in May 2023 and disclosed
on the Company’s website and in our Integrated Report.
Please refer to the following for details.
[Website]https://mec.disclosure.site/e/sustainability/activities/environment/tcfd/[Integrated Report]
https://www.mec.co.jp/en/ir/annual/* Supplementary Principle 4.1.1 Roles and Responsibilities of the Board of Directors
Please refer to Article 4 (Roles of the Board of Directors) of the Company’s Guidelines.
* Principle 4.8 Effective Use of Independent Directors
The Company’s policy regarding the composition of the Board of Directors is described in the Article 5(Composition of the Board of Directors) of the Company’s Guidelines. The policy regarding theindependence of Outside Directors is described in the Article 12 (Process of Nominating the Candidates for
Directors) of the Company’s Guidelines.
The Company’s Board of Directors comprises 14 Directors. Of those, 7 (50.0%) are Outside Directors and
3 are Directors who do not concurrently serve as Corporate Executive Officers. As such, 71.4% (10 of 14) of
the Board of Directors are composed of non-executive Directors, realizing a system with sufficient
independence and effectiveness for the entire Board of Directors. The role of chairman of the Board of
Directors is fulfilled by the Chairman of the Board of the Company, who does not concurrently serve as a
Corporate Executive Officer.
* Principle 4.9 Independence Standards and Qualification for Independent Directors
Please refer to “* [Independence Standards and Qualification for Independent Directors]” within “II 1.
[Independent Directors]” of this report.
* Principle 4.10.1 Voluntary Committees
Please refer to Article 9 (Nominating Committee), Article 10 (Audit Committee) and Article 11(Remuneration Committee) of the Company’s Guidelines, and “II 2. * Overview of Corporate Governance
Structure” of this report.
* Supplementary Principle 4.11.1 View on the Board of Directors Composition [updated]
Please refer to Article 5 (Composition of the Board of Directors) of the Company’s Guidelines.
Of the 14 current Directors, to ensure a diverse background, seven (7) Directors are Outside Directors, two(2) of whom are women.
In January 2020, the Company formulated its Long-Term Management Plan 2030 based on its medium- tolong-term management direction and business strategies. To realize the plan, the Company has identified theskills (knowledge, experience, capabilities) needed for the Company’s Board of Directors to exercise its
management oversight function and monitoring function effectively. These skills and the skills of each
Director are disclosed on the Company’s website.
Persons with the required skills as well as the qualities and capabilities that contribute to the medium- tolong-term, sustainable enhancement of corporate value are appointed as candidates for Director.
- 5 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE[Website]https://www.mec.co.jp/en/ir/governance/overview/[Notice of convocation (Appointment Standards for Candidates for Directors: P.24 and Skill Matrix: P.8)]
https://www.mec.co.jp/assets/img/shareholder/shareholder125_e.pdf* Supplementary Principle 4.11.2 Status on Concurrent Position of Directors
The Company’s policy regarding concurrent position of Directors is described in the Article 13 (Concurrent
Position of Directors) of the Company’s Guidelines.
The status on concurrent position, including as Outside Directors to listed companies, of the Company’s
Directors is indicated in the Notice of Convocation of the General Meeting of Shareholders and business
report as Significant Positions Concurrently Held.
https://www.mec.co.jp/en/ir/stock/shareholder/* Supplementary Principle 4.11.3 Summary of the Results of Analysis and Evaluation of the Effectivenessof the Board of Directors as a Whole [updated](Purpose of evaluating the effectiveness of the Board of Directors)
To confirm that the Board of Directors is functioning effectively through its oversight function to realizeenhanced corporate value on a medium- to long-term basis and to enhance corporate governance, through anannual evaluation by each Director, the Company’s Board of Directors analyzes and evaluates theeffectiveness of the Board of Directors as a whole, and in addition to disclosing a summary of those results,
where necessary, it formulates and implements policies to enhance its effectiveness.
(Initiatives undertaken thus far toward the desired role of the Board of Directors)
In June 2016, the Company transitioned to a Company with Nominating Committee, etc. The main roles of
the Board of Directors shall be to make decisions on both basic management policy and important businessexecution and to supervise the performance of duties by Directors and Corporate Executive Officers from thestandpoint of greater clarity of roles and a strengthening of functions in both the supervision of the
management and the execution of business.
Thus far, based on the results of the analysis of the annual evaluation of effectiveness, issues are carefully
reviewed, and the management plan is discussed in detail. Additionally, the Board of Directors ensures that
there are sufficient reporting opportunities and details from the Corporate Executive Officers and thatprovision of thorough information and other measures are carried out with respect to Outside Directors,
implementing initiatives that ensure that roles are suitably fulfilled.
From FY2020, based on the Long-Term Management Plan 2030 formulated and released in January 2020,
from the position of appropriately monitoring management to increase shareholder value and social value
from a long-term standpoint, in addition to the existing evaluation items, we added items related to future
initiatives to be improved.
Furthermore, we received advice from third-party evaluation organizations at each phase, including creating aquestionnaire, analyzing the responses and results, and sharing issues. Following is a summary of the process
and results of the evaluation of the effectiveness of the Board of Directors that we implemented.
i) Process of evaluation(1) Method of evaluation
All Directors provided self-evaluation in the form of a response to a questionnaire relating to thecomposition, operation, effectiveness, etc. of the Board of Directors and each of the Nominating, Audit, andRemuneration Committees, and taking these results into consideration, they shared the issues with each otherand examined proposed corrective measures at the Board of Directors meetings.
(2) Items of evaluation
In terms of evaluation items based on the Long-Term Management Plan 2030, we have confirmed “diversity
to exercise monitoring and management oversight functions” with respect to the composition of the Board of
Directors, and “topics to be fleshed out in future discussions for monitoring and the nature of reports on thestatus of business execution from Corporate Executive Officers” with respect to the effectiveness andoperation of the Board of Directors. With questions surveying “satisfaction levels with the status quo” and“opinions on the direction for making improvements” designed to gauge the relevance and degree of room
for improvement, the latest effectiveness evaluation increased the number of questions surveying “directors’
opinions on the direction for making improvements” to sound out their opinions on the direction for realizing
the Company’s overall policies.

Roles and composition of the Board of Directors (roles of the Board of Directors and its chairperson, theproportion of Outside Directors, membership size, diversity, and skills)

Effectiveness of the Board of Directors (management planning, monitoring of business execution(including business risk assessment), internal control and risk management, sustainability, dialogue with- 6 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
and information disclosure to shareholders and investors, operation of the Nominating, Audit, andRemuneration committees, etc.)Operation of the Board of Directors (holding method, frequency, required time, report on status ofbusiness execution of Corporate Executive Officers, provision of information outside of Board of
Directors meetings, questions and answers, training, etc.)
Others (method of the evaluation of the effectiveness of the Board of Directors, etc.)ii) Results of evaluation and future initiatives(Evaluation results)
The Company analyzed the responses and results to the questionnaire, and as a result of discussions at theBoard of Directors meetings on the evaluation results, the Board of Directors deemed that it was “functioning
effectively.”(Analysis results)
In the questionnaire on the evaluation of Board effectiveness completed by each director, despite an increasein the number of comments pointing out challenges in the methods for monitoring changes in the businessenvironment and in the degree to which the level of discussion can be improved, a high proportion of
respondents rated the majority of items as “appropriate.”
In analyzing the results, identifying issues, and examining measures for remediation, the Board of Directors
held discussions that took into account recommendations and comments on issues from directors on various
evaluation items while referencing the analysis results and advice on issues provided by the third-party
organization. In particular, with respect to appropriate monitoring of the Long-Term Management Plan 2030,
we saw a high level of awareness of the issues in the contents of reporting on the status of business executionof Corporate Executive Officers, themes for improving the strength of monitoring, the balance between thetime for briefings and the time for deliberation, and other matters.
(1) Main items improved since the previous evaluation
In the previous fiscal year’s evaluation of effectiveness, “continued evaluation of expanding and improving
our monitoring is to be implemented to deepen supervision of the implementation of business strategies in
response to changes in the business environment, such as geopolitical risks and price fluctuations, andincreased site visits to promote better understanding of the business by outside directors” were given as main
issues and future initiatives aimed at further improving the effectiveness of the Board of Directors. In termsof the state of improvement in the current fiscal year, as a result of examination and discussion at the Boardof Directors meetings, the following points were identified.
The number of inside directors who concurrently serve as corporate executive officers was reduced sothat the proportion of directors, which had been a majority of inside directors, becomes split equally
between inside and outside directors of the Company, aimed at further improving the transparency andeffectiveness of the Board of Directors.

Site visits, which were not possible during the pandemic, were increased and opportunities to confirm
the status of execution in response to changes in the business environment were increased to promote a
better understanding of the business by outside directors.
(2) Main issues and future initiatives aimed at further improvements in effectivenessAs a result of examination and discussion at the Board of Directors meetings, following points wereidentified.
Further evaluation and summarization of the methods for providing information so that suchinformation can be used by outside directors to further enhance their knowledge, the monitoring
method, and the points that should be discussed by the Board of Directors, towards improvement of thecurrent status, to deepen supervision of the implementation of business strategies in response to changes
in the business environment, such as geopolitical risks and price fluctuations.
Continued evaluation of the composition and diversity of the Board of Directors is to be implemented tofurther improve its effectiveness.
* Supplementary Principle 4.14.2 Director Training
Please refer to Article 17 (Training for Directors and Corporate Executive Officers) of the Company’s
Guidelines.
* Principle 5.1 Policy for Constructive Dialogue with Shareholders [updated]
Please refer to Article 18 (Dialogue with Shareholders and Investors) of the Company’s Guidelines.
In order to help shareholders and investors understand our long-term management direction, we conduct
interviews in an ESG-integrated manner, focusing on ESG and other non-financial aspects, withapproximately 30 companies annually, mainly major shareholders. We feed back the opinions, requests, andproposals we receive through this dialogue to management through the Board of Directors, and aim toachieve sustainable growth by incorporating dialogue into the PDCA cycle of management.
- 7 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Please refer to the following page for details on the dialogue conducted in the most recent fiscal year.
In addition to the above, we hold approximately 400 IR meetings annually with over 100 companies in order
to explain our management strategies, capital policy and financial policy.
[Website]https://www.mec.co.jp/en/ir/governance/others/[Measures to realize management with an awareness of cost of capital and share price]
The Company has been promoting the Long-Term Management Plan 2030 since FY2020, aiming to enhance
its corporate value, and practices management based on both “strategies for increasing social value” and“strategies for increasing shareholder value” for the realization of sustainable growth. For “strategies forincreasing shareholder value,” the Company has set KPIs (targets), which are ROA (5%) as an efficiency
indicator for total assets, ROE (10%) as an efficiency indicator for shareholders’ equity, and EPS (¥200) as
the share value. Specifically, we aim to achieve profit growth of ¥50.0 billion in each business, the Domestic
Asset Business, International Asset Business and Non-Asset Business, as set forth in the Long-Term
Management Plan 2030, and to build the business portfolio, making it more efficient and resilient to changes
in market conditions through balance sheet control. Furthermore, by introducing a progressive dividend of ¥3
every fiscal year in principle (until FY2030), while allocating resources to growth investments, andimplementing a flexible capital policy based on market trends, including shareholder returns by continuing toflexibly purchase treasury stock, as well as through initiatives to respond to environmental concerns andother social issues and by increasing social value through the enhancement of human capital, we will increase
market valuation, which will lead to an improved PBR.
For information on the state of progress of the Long-Term Management Plan 2030, please refer to pages 15
to 27 of the materials for the FY2023 IR Presentation posted on the Company’s website.
[Website]https://www.mec.co.jp/ir/library/2024/4Q/presentation_2023_4_en_1.pdf
2. Capital Structure
Ratio of Shares Held by Foreigners

30% or more

[Major Shareholders] [updated]
Number of Shares Held
(Shares)Name or Designation
The Master Trust Bank of Japan, Ltd.
(Trust Account)
Custody Bank of Japan, Ltd.
(Trust Account)
Meiji Yasuda Life Insurance Company
STATE STREET BANK WEST CLIENT - TREATY
505234SSBTC CLIENT OMNIBUS ACCOUNTTAKENAKA CORPORATION
Obayashi Corporation
SHIMIZU CORPORATION
JP MORGAN CHASE BANK 385781
JP MORGAN CHASE BANK 385632
Controlling Shareholder (Excluding Parent Company)
Parent Company

Investment Ratio(%)

220,501,900

17.41

77,429,900

6.11

42,194,580

3.33

24,244,373

1.91

21,828,536
18,150,000
16,422,796
16,367,780
16,165,133
14,645,593

1.72
1.43
1.29
1.29
1.27
1.15

———
None

Supplementary Explanation [updated]* The investment ratio is calculated after deducting the shares of treasury stock from the issued shares of theCompany.
* Substantial Shareholding Reports
On April 17, 2023, Mitsubishi UFJ Financial Group, Inc. provided a substantial shareholding report of sharecertificates, etc. for public viewing. However, as of March 31, 2024, the Company is unable to completely
confirm the status of actual shareholdings. Accordingly, this company is not included in the above list ofmajor shareholders.
On December 5, 2022, BlackRock Japan Co., Ltd. provided a substantial shareholding report of sharecertificates, etc. for public viewing. However, as of March 31, 2024, the Company is unable to completely- 8 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
confirm the status of actual shareholdings. Accordingly, this company is not included in the above list ofmajor shareholders.
On July 4, 2019, Sumitomo Mitsui Trust Asset Management Co., Ltd. provided a substantial shareholding
report of share certificates, etc. for public viewing. However, as of March 31, 2024, the Company is unable tocompletely confirm the status of actual shareholdings. Accordingly, this company is not included in theabove list of major shareholders.

- 9 -[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
3. Corporate Attributes
Stock Exchange Listings and Market Classification
Fiscal Year-end
Industry
Number of Employees as of March 31, 2024
(consolidated)
Net Sales (Consolidated) for the Fiscal Year Ended
March 31, 2024
Number of Consolidated Subsidiaries as of March 31,
2024

Prime Market, Tokyo Stock Exchange
MarchReal Estate
1,000 or more

¥1 trillion or more
100 or more and less than 300

4. Guideline on Protection of Minority Shareholders in Conducting Transactions with Controlling
Shareholders———
5. Other Exceptional Circumstances that Might Have a Material Impact on Corporate Governance
The Company has no listed subsidiary.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
II Overview of Business Management Organization and Other Corporate Governance
Systems Related to Managerial Decision-Making, Business Execution, andManagement Supervision
1. Items Relating to Organization Structure and Operations, etc.
Form of Organization
Company with Nominating Committee, etc.
[Directors]
Number of Directors Stipulated in the Articles ofIncorporation
Term of Office of Directors Stipulated in the Articles
of Incorporation
Chairperson of the Board of Directors
Number of Directors[Items Relating to Outside Directors]
Number of Outside Directors
Number of Outside Directors Designated as
Independent Directors

18
One year
Chairman(except when concurrently serving as President)
1477

Relationship with the Company (1) [updated]
Name

Relationship with the Company *b c d efg hijAttributesaMasaaki Shirakawa
Other
Tetsuo Narukawa
Coming from another company
Tsuyoshi Okamoto
Coming from another company△
Melanie Brock
Coming from another company
Wataru Sueyoshi
Attorney
Ayako Sonoda
Coming from another company○
Naosuke Oda
Coming from another company△* Selection criteria regarding relationship with the Company* Under each item, ○ denotes current or recent relationship and △ denotes past relationship for the individualin question.
* Under each item, ● denotes current or recent relationship and ▲ denotes past relationship for close relativesof the individual in question.
a. An executive officer of a listed company or its subsidiaryb. An executive officer or non-executive director of a listed company’s parent company
c. An executive officer of a listed company’s fellow subsidiary company
d. Person whose major business partner is a listed company or an executive officer of the samee. A major business partner of a listed company or an executive officer of the samef. A consultant, accounting specialist or legal specialist that receives significant financial reward or otherassets from a listed company in addition to director or auditor remuneration
g. A major shareholder of a listed company (or an executive officer of a corporation, where the major
shareholder is a corporation)h. An executive officer of a company that has a business relationship with a listed company (where d, e, andf are not applicable; individual in question only)
i. An executive officer of a company that has reciprocal outside director or outside auditor appointmentswith the Company (individual in question only)
j. An executive officer of a company receiving donations from a listed company (individual in question
only)
k. Other- 11 -k[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Relationship with the Company (2) [updated]
Committee Participation
Name

MasaakiShirakawa

NomiRemunating
neration
Commit- Committee
tee
○
○

Audit
Committee

Independent
Director

Supplementary
Explanation
Relating to
These Items

○

————

- 12 -

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from an objective
viewpoint independent frommanagement executives incharge of business affairs byleveraging his knowledge on
finance and economy, etc.
gained through his experiencein a central bank, he is expected
to contribute to enhancing thecorporate value of the Group on
a medium- to long-term basis.
Furthermore, the Company
deems that he has the
personality, knowledge andcapability enabling objective
and fair judgments, based on
the perspective that he would
fulfill duty of care of a prudent
manager toward the Company
and contribute to the common
interests of its shareholders
without bias toward theinterests of management or any
particular party of interest. The
Company also deems that he isindependent as a Director of theCompany (without being at riskof having a conflict of interest
with general shareholders)
because his personal history
does not infringe upon thestandards indicated in theTokyo Stock Exchange’s“Guidelines Concerning Listed
Company Compliance, etc.,”
which are criteria used by the
Tokyo Stock Exchange todetermine whether a conflict ofinterest with generalshareholders may occur, and thestandards for independence
stipulated by the Company.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

TetsuoNarukawa

NomiRemunating
neration
Commit- Committee
tee

Audit
Committee

Independent
Director

Supplementary
Explanation
Relating to
These Items

○

○

————

- 13 -

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from an objective
viewpoint independent frommanagement executives in chargeof business affairs by leveraging
his international experience aswell as management experience infinancial institutions and realestate companies, he is expected
to contribute to enhancing thecorporate value of the Group on a
medium- to long-term basis.
Furthermore, the Company
deems that he has the personality,
knowledge and capability
enabling objective and fairjudgments, based on theperspective that he would fulfill
duty of care of a prudent manager
toward the Company andcontribute to the common interestsof its shareholders without bias
toward the interests ofmanagement or any particularparty of interest. The Company
also deems that he is independent
as a Director of the Company(without being at risk of having a
conflict of interest with generalshareholders) because his personal
history does not infringe upon thestandards indicated in the Tokyo
Stock Exchange’s “Guidelines
Concerning Listed Company
Compliance, etc.,” which are
criteria used by the Tokyo Stock
Exchange to determine whether aconflict of interest with generalshareholders may occur, and thestandards for independence
stipulated by the Company.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

TsuyoshiOkamotoNomiRemunating
neration
Commit- Committee
tee
○
○

Audit
Committee

Independent
Director○- 14 -

Supplementary
Explanation
Relating to
These Items
The
Company
enters intotransactions
for real
estateleasing, etc.
with Tokyo
Gas Co.,Ltd., where
TsuyoshiOkamotohad served
as Director,
Chairmanof theBoard until
March
2018.
However,
because theamounts
involved inthesetransactions
betweenTokyo Gas
Co., Ltd.
and theCompany
come toless than
1% of theconsolidate
d revenue
fromoperationsof eithercompany,theCompany
judges that
there is norisk of thishaving
impact on
his
independen
ce.

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from an objective
viewpoint independent frommanagement executives incharge of business affairs byleveraging his management
experience in an integrated
energy company, he is expected
to contribute to enhancing thecorporate value of the Group on
a medium- to long-term basis.
Furthermore, the Company
deems that he has the
personality, knowledge andcapability enabling objective
and fair judgments, based on
the perspective that he would
fulfill duty of care of a prudent
manager toward the Company
and contribute to the common
interests of its shareholders
without bias toward theinterests of management or any
particular party of interest. The
Company also deems that he isindependent as a Director of theCompany (without being at riskof having a conflict of interest
with general shareholders)
because his personal history
does not infringe upon thestandards indicated in theTokyo Stock Exchange’s“Guidelines Concerning Listed
Company Compliance, etc.,”
which are criteria used by the
Tokyo Stock Exchange todetermine whether a conflict ofinterest with generalshareholders may occur, and thestandards for independence
stipulated by the Company.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

Melanie
Brock

NomiRemunating
neration
Commit- Committee
tee
○
○

Audit
Committee

Independent
Director

Supplementary
Explanation
Relating to
These Items

○

————

- 15 -

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from a global
perspective and based on her
objective viewpoint independent
from management executives incharge of business affairs byleveraging her extensive
knowledge regarding marketing,business strategy, and diversity
promotion activities, etc.,
cultivated through international
consulting activities, she isexpected to contribute toenhancing the corporate value of
the Group on a medium- to longterm basis.
Furthermore, the Company
deems that she has the personality,
knowledge and capability
enabling objective and fairjudgments, based on theperspective that she would fulfill
duty of care of a prudent manager
toward the Company andcontribute to the common interestsof its shareholders without bias
toward the interests ofmanagement or any particularparty of interest. The Company
also deems that she is independent
as a Director of the Company(without being at risk of having a
conflict of interest with generalshareholders) because her
personal history does not infringe
upon the standards indicated in
the Tokyo Stock Exchange’s“Guidelines Concerning Listed
Company Compliance, etc.,”
which are criteria used by the
Tokyo Stock Exchange todetermine whether a conflict ofinterest with general shareholders
may occur, and the standards forindependence stipulated by theCompany.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

WataruSueyoshi

NomiRemunating
neration
Commit- Committee
tee

Audit
Committee

Independent
Director

Supplementary
Explanation
Relating to
These Items

○

○

————

- 16 -

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from an objective
viewpoint independent frommanagement executives in chargeof business affairs by leveraging
his knowledge on corporate legal
affairs, risk management,
governance, etc. gained throughhis experience as an attorney, heis expected to contribute toenhancing the corporate value of
the Group on a medium- to longterm basis.
Furthermore, the Company
deems that he has the personality,
knowledge and capability
enabling objective and fairjudgments, based on theperspective that he would fulfill
duty of care of a prudent manager
toward the Company andcontribute to the common interestsof its shareholders without bias
toward the interests ofmanagement or any particularparty of interest. The Company
also deems that he is independent
as a Director of the Company(without being at risk of having a
conflict of interest with generalshareholders) because his personal
history does not infringe upon thestandards indicated in the Tokyo
Stock Exchange’s “Guidelines
Concerning Listed Company
Compliance, etc.,” which are
criteria used by the Tokyo Stock
Exchange to determine whether aconflict of interest with generalshareholders may occur, and thestandards for independence
stipulated by the Company.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

Ayako
SonodaNomiRemunating
neration
Commit- Committee
tee
○
○

Audit
Committee

Independent
Director○- 17 -

Supplementary
Explanation
Relating to
These Items

Reason for Appointment

The
Through the execution of theCompanysupervision and check functions
has
regarding the Company’stransactions
management from an objectivewith Cre-en
viewpoint independent fromInc., wheremanagement executives in charge
Ayako
of business affairs by leveraging
Sonodaher extensive knowledge
currently
regarding ESG, SDGs, CSR, etc.,
serves ascultivated through consulting
Representaactivities related to sustainable
tive Director management, she is expected to& Chairman. contribute to enhancing the
However,
corporate value of the Group on a
because themedium- to long-term basis.
amounts
Furthermore, the Company
involved indeems that she has the personality,theseknowledge and capability
transactions
enabling objective and fairbetween Cre- judgments, based on theen Inc. andperspective that she would fulfill
the Company duty of care of a prudent manager
come to less toward the Company andthan 5
contribute to the common interests
million yen,of its shareholders without bias
which is less toward the interests ofthan 1% ofmanagement or any particulartheparty of interest. The Company
consolidated also deems that she is independent
revenue from as a Director of the Company
operations of (without being at risk of having aeitherconflict of interest with generalcompany,
shareholders) because her
the Company personal history does not infringe
judges thatupon the standards indicated inthere is no
the Tokyo Stock Exchange’s
risk of this“Guidelines Concerning Listed
havingCompany Compliance, etc.,”
impact on
which are criteria used by theher indepen- Tokyo Stock Exchange todence.
determine whether a conflict ofinterest with general shareholders
may occur, and the standards forindependence stipulated by theCompany.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Committee Participation
Name

Naosuke
Oda

NomiRemunating
neration
Commit- Committee
tee

Audit
Committee

Independent
Director○○- 18 -

Supplementary
Explanation
Relating to
These Items
The Company
enters intotransactions
for real estateleasing, etc.
with JFE
Shoji
Corporation,
where
Naosuke Oda
had served as
President and
CEO until
March 2021.
However,
because theamounts
involved inthesetransactions
between JFE
Shoji
Corporationand theCompany
come to lessthan 1% oftheconsolidated
revenue fromoperations ofeithercompany, theCompany
judges that
there is norisk of thishaving impact
on hisindependence.

Reason for Appointment

Through the execution of thesupervision and check functions
regarding the Company’s
management from an objective
viewpoint independent frommanagement executives in chargeof business affairs by leveraging
his management experience in asteel company, he is expected tocontribute to enhancing thecorporate value of the Group on a
medium- to long-term basis.
Furthermore, the Company
deems that he has the personality,
knowledge and capability
enabling objective and fairjudgments, based on theperspective that he would fulfill
duty of care of a prudent manager
toward the Company andcontribute to the common interestsof its shareholders without bias
toward the interests ofmanagement or any particularparty of interest. The Company
also deems that he is independent
as a Director of the Company(without being at risk of having a
conflict of interest with generalshareholders) because his personal
history does not infringe upon thestandards indicated in the Tokyo
Stock Exchange’s “Guidelines
Concerning Listed Company
Compliance, etc.,” which are
criteria used by the Tokyo Stock
Exchange to determine whether aconflict of interest with generalshareholders may occur, and thestandards for independence
stipulated by the Company.

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE[Committees]
Committee’s Composition and Attributes of Chairperson
All Committee
Members
Nominating
Committee
Remuneration
Committee
Audit
Committee

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

4

0

0

4

Outside Director

4

0

0

4

Outside Director

5

2

2

3

Outside Director[Corporate Executive Officers]
Number of Corporate Executive Officers

15

Status of Additional Duties [updated]

Name

Representative
Authority

Additional Duties as Director
Nominating
Remuneration
Committee
Committee
MemberMember××

Additional
Duties as
Employee

Atsushi Nakajima

Yes

Yes

Kenji Hosokane

Yes

No

×

×

No

Yuji Fujioka

Yes

No

×

×

No

Bunroku Naganuma

Yes

Yes

×

×

No

Yutaro Yotsuzuka

Yes

No

×

×

No

Ryozo Kawabata

Yes

No

×

×

No

Keiji Takano

No

No

×

×

No

Toru Kimura

No

No

×

×

No

Ikuo Ono

No

No

×

×

No

Naoki Umeda

No

Yes

×

×

No

Haruhiko Araki

No

No

×

×

No

Masato Aikawa

No

No

×

×

No

Hirofumi Kato

No

No

×

×

No

Toru Takeda

No

No

×

×

No

Mikihito Hirai

No

Yes

×

×

No

[Auditing Structure]
Appointment of Directors and/or Staff to Support the
Audit Committee

No

Yes

Matters Related to the Independence of Such Directors and/or Staff from Corporate Executive Officers
The Company has established an Audit Committee Office as an organization to assist the duties of the
Audit Committee, and it assigns the personnel required to assist the duties of the Audit Committee to thisoffice where they serve under the full-time General Manager of the office. The General Manager of the
Audit Committee Office directs the personnel assigned to the office in accordance with the instructions of
the Audit Committee and executes the duties delegated to that position.
The personnel relocation and/or disciplinary punishment, etc. of the General Manager of the Audit
Committee Office shall require an accord of the Audit Committee. The personnel relocation and/or
disciplinary punishment, etc. of the staff of the Audit Committee other than the General Manager of the
Audit Committee Office shall require prior consultation with the General Manager of the Audit Committee
Office.
- 19 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Cooperation among Audit Committee, Accounting Auditors and Internal Audit Divisions [updated]
Full-time Members of the Audit Committee promote cooperative relationships with the Accounting Auditor(Ernst & Young ShinNihon LLC) through regular meetings which are held to receive reports on suchmatters as audit plans, the status of auditing programs and audit results as well as exchange opinions andinformation.
Full-time Members of the Audit Committee endeavor to promote cooperative relationships with theInternal Audit Department through regular meetings which are held to receive reports on internal audit
plans, the status of internal auditing programs and audit results, with one (1) member of the Internal Audit
Department also concurrently serving in the Audit Committee Office, a section aiding the performance ofAudit Committee’s duties.
In addition, the Audit Committee receives reports from the Accounting Auditor and the Internal Audit
Department on audit plans, the system of auditing programs and audit results, thereby promoting
cooperative relationships.
The Internal Audit Department and the Accounting Auditor share information on their respective audit
plans and results. The Internal Audit Department also serves as an administrative office handling reports on
internal controls regarding financial reports by management and conducts such jobs as the evaluation ofinternal controls relative to financial reports in cooperation with audits by the Accounting Auditor.
[Independent Directors]
Number of Independent Directors

7

Other Information on Independent Directors
The Company designates all Outside Directors who meet the requirements of Independent Directors as
Independent Directors.
The Company’s Appointment Standards for Candidates for Directors and Standards for the
Independence of Outside Directors are described in the Article 12 (Process of Nominating the Candidates
for Directors) of the Company’s Guidelines.
* Independence Standards and Qualification for Independent Directors
The candidates for Outside Directors shall fulfill duty of care of a prudent manager toward the Company,
understand the Group’s basic mission of contributing to the creation of a truly meaningful society bybuilding attractive, environmentally sound communities where people can live, work and relax with
contentment, have the skills necessary to implement the management strategies, apply their qualities andcapabilities to contribute to enhancing the medium- to long-term sustainable corporate value, as well as
utilize their own operational and management experience and their experience and knowledge in
specialized fields such as global business and risk management, in view of the Group’s businesscharacteristics such as supporting urban development in the Marunouchi area, and have personality andknowledge enabling objective and fair judgments, based on the perspective that they would contribute to
the common interests of the shareholders without bias toward the interest of any particular party of interest.
However, as a general principle, candidates are not elected if the Tokyo Stock Exchange’s standards forindependence and the following standards for the independence of Outside Directors apply to them.
(1) A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting
rights to the Company.
(2) A transaction party or executive member of an entity whose transactional amounts in the most recent
fiscal year have exceeded 2% of consolidated revenue from operations of the Company.
(3) A representative employee, employee or staff of the Company’s Accounting Auditor.
(4) An attorney, certified public accountant, tax accountant, consultant or other party who has received
compensation from the Company exceeding ¥10 million in the most recent fiscal year.
* Insignificance Criteria Related to Relationships with the Company
In relationships with the Company, transactions corresponding to the below-stated insignificance criteria
are omitted.
•Transactions with entities from which Outside Directors hail: Transactions with amounts totaling less than
¥10 million per year
•Transactions with Outside Directors themselves: Transactions with amounts totaling less than ¥2 million
per year- 20 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE[Incentives]
Status of Implementation of Measures
to Grant Incentives to Directors

Introduction of performance-based remuneration
system and other systems

Supplementary Explanation Relating to These Items
In its provision of remuneration to Corporate Executive Officers (including Corporate Executive Officers
concurrently serving as Directors), apart from basic remuneration, the Company also provides monetarycompensation that is paid based on short-term performance, etc. and stock compensation, etc. (including
monetary compensation paid based on indicators such as stock price) that is paid with a view to realizing
the medium- to long-term sharing of values with shareholders. The standards and ratio of basic
remuneration and variable remuneration, valuation indicators for variable remuneration and other mattersshall be decided upon taking into account medium- to long-term performance targets, etc., aimed at in the
management strategy and the Medium-Term Management Plan and factors such as position andresponsibilities as Corporate Executive Officers. An overview, etc. of performance-based remuneration is
as follows.
(i) Performance-Based Remuneration by CashWith the aim of achieving further corporate growth and greater efficiency while guaranteeing financial
soundness, the amount of remuneration varies depending on consolidated business profit, ROA, ROE,
EPS and the target level of business profit, etc. in the divisions for which the individual Officers are
responsible. When determining remuneration, the amount is calculated using the actual indicators, etc.
for the previous fiscal year, to which is added an evaluation of qualitative aspects, established during
interviews with the President, including the degree of contribution to performance over the medium tolong term, the status of ESG-related initiatives, and progress on each business (domestic,
international, and non- asset) in the Long-Term Management Plan 2030, with the final remuneration
amount being decided by the Remuneration Committee.
(ii) Restricted stock compensation (fixed and variable portions)With the objectives of creating an incentive to work for sustainable growth of corporate value, and of
promoting more complete sharing of values with shareholders, a stock compensation plan with arestricted transfer period until the time of resignation as officers has been adopted. When shares areallotted, the amount of monetary compensation claims is determined by the Remuneration Committee.
For the payout calculation and major evaluation items in the variable portion, the same evaluation
indicator used in (i) Performance-Based Remuneration by Cash will be used.
(iii) Medium- to long-term performance-based remuneration (phantom stock)
With the objectives of creating an incentive to work for sustainable growth of corporate value, and of
promoting more complete sharing of values with shareholders, the amount of remuneration will varydepending on the share price and on an indicator based on the total shareholder return (TSR) ranking
relative to five (5) other companies in the same industry with a performance evaluation period of
approximately three years. The base amount for each position and the final amount of remuneration
shall be determined by the Remuneration Committee.
Grantees of Stock Options
Supplementary Explanation Relating to These Items———[Directors’ and Corporate Executive Officers’ Remuneration]
Disclosure Status (of Individual Directors’
Only a certain portion of individual Directors’
Remuneration)
remuneration is disclosed.
Disclosure Status (of Individual Corporate Executive
Only a certain portion of individual Corporate
Officers’ Remuneration)
Executive Officers’ remuneration is disclosed.
Supplementary Explanation Relating to These Items [updated]* Remuneration paid to Directors and Corporate Executive Officers
Remuneration for Directors and Corporate Executive Officers of the Company in FY2023 was as follows:(1) Amount for remunerations of each category of Directors and Corporate Executive Officers, amount by
type of remuneration, and number of relevant people- 21 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Category

Directors(excluding Outside Directors)
Corporate Executive Officers
Outside Directors

Amount Paid
(Millions of yen)376

Fixed Remuneration Performance-based(Millions of yen)
Remuneration(Millions of yen)
376
–

1,496
143

614
143

Number of
Persons
5

881*
–

16
9

Note: * Performance-based remuneration includes restricted stock compensation that corresponds to“non-monetary remuneration, etc.” stipulated in the Regulation for Enforcement of theCompanies Act. Figures presented in the above table are performance-based remuneration
amounts for service in FY2023 and exclude medium- to long-term performance-based
remuneration (phantom stock remuneration) for service in prior fiscal years.
An additional amount (¥15 million) of remuneration calculated based on TSR ranking and shareprice at the end of FY2023 is considered to be medium- to long-term performance-based
remuneration (phantom stock remuneration) that belongs to the performance-based remuneration
for service in the prior fiscal year (FY2021) and it was recorded as Directors’ and Corporate
Executive Officers’ remuneration for FY2023.
An additional amount (¥38 million) of remuneration calculated based on TSR ranking and shareprice at the end of FY2023 is considered to be medium- to long-term performance-based
remuneration (phantom stock remuneration) that belongs to the performance-based remuneration
for service in the prior fiscal year (FY2022) and it was recorded as Directors’ and Corporate
Executive Officers’ remuneration for FY2023.
An estimated amount (¥190 million) of remuneration calculated based on TSR ranking and shareprice at the end of FY2023 is considered to be medium- to long-term performance-based
remuneration (phantom stock remuneration) that belongs to the performance-based remuneration
for service in FY2023 and it was recorded as Directors’ and Corporate Executive Officers’
remuneration for FY2023.
(2) Aggregate amount of one Director’s remuneration that exceeds ¥100 million
Name

Junichi Yoshida(Director)
Atsushi Nakajima(Corporate Executive Officer)
Futoshi Chiba(Corporate Executive Officer)
Kenji Hosokane(Corporate Executive
Officer)
Yuji Fujioka(Corporate Executive
Officer)
Bunroku Naganuma(Corporate Executive
Officer)

Fixed Remuneration(Millions of yen)Amount Paid
(Millions of yen)177

Performance-based
Remuneration(Millions of yen)
–

79

98*

178

51

73*

125

51

72*

123

42

65*

107

42

68*

111

177

Note: * Performance-based remuneration includes restricted stock compensation that corresponds to“non-monetary remuneration, etc.” stipulated in the Regulation for Enforcement of theCompanies Act. Figures presented in the above table are performance-based remuneration
amounts for service in FY2023 and exclude medium- to long-term performance-based
remuneration (phantom stock remuneration) for service in prior fiscal years.
An additional amount of remuneration calculated based on TSR ranking and share price at theend of FY2023 is considered to be medium- to long-term performance-based remuneration(phantom stock remuneration) that belongs to the performance-based remuneration for service inthe prior fiscal year (FY2021) and it was recorded as Directors’ and Corporate Executive
Officers’ remuneration for FY2023 as follows:- 22 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Atsushi Nakajima:¥0.8 million
Futoshi Chiba:¥1 million
Kenji Hosokane:¥1 million
Yuji Fujioka:¥0.8 million
Bunroku Naganuma: ¥0.8 million
An additional amount of remuneration calculated based on TSR ranking and share price at theend of FY2023 is considered to be medium- to long-term performance-based remuneration(phantom stock remuneration) that belongs to the performance-based remuneration for service inthe prior fiscal year (FY2022) and it was recorded as Directors’ and Corporate Executive
Officers’ remuneration for FY2023 as follows:
Atsushi Nakajima:¥2 million
Futoshi Chiba:¥2 million
Kenji Hosokane:¥2 million
Yuji Fujioka:¥2 million
Bunroku Naganuma: ¥2 million
An estimated amount of remuneration calculated based on TSR ranking and share price at theend of FY2023 is considered to be medium- to long-term performance-based remuneration(phantom stock remuneration) that belongs to the performance-based remuneration for service in
FY2023 and it was recorded as Directors’ and Corporate Executive Officers’ remuneration for
FY2023 as follows:
Atsushi Nakajima: ¥24 million
Futoshi Chiba:¥15 million
Kenji Hosokane:¥15 million
Yuji Fujioka:¥13 million
Bunroku Naganuma: ¥13 million
Means of Disclosure
The information on Directors’ remuneration provided in the Company’s corporate governance report isdisclosed in its securities report and the business report as well.
Policy for Deciding the Amounts or Calculation Method Yesof Remuneration
Disclosed Policy for Deciding the Amounts or Calculation Method of Remuneration* Board Policies and Procedures in Determining the Remuneration of the Senior Management andDirectors
The policy for deciding the amounts or calculation method of remuneration, etc. of the Company’s corporate
officers is as follows.
The aforementioned policy is also contained in the Article 16 (Remuneration for Directors and Corporate
Executive Officers) of the Company’s Guidelines.
i) Procedures for Deciding Remuneration Paid to Officers
The policy concerning decisions on the details of remuneration paid to Directors and Corporate Executive
Officers of the Company and the details of remuneration for each person shall be decided upon by aresolution at the Remuneration Committee which is comprised solely of Outside Directors.
ii) The Basic Policy for Deciding Remuneration for Officers
The basic policy for deciding remuneration for Directors and Corporate Executive Officers of the Company is
as follows.
 The remuneration system shall be the one that is linked with our medium- to long-term performancetargets, etc. aimed at in the management strategy and the Medium-Term Management Plan and realizes
sustained corporate value improvement and sharing of values with our shareholders.
 The remuneration system shall be the one that allows for giving incentives to management executives’
taking up of challenges and appropriate risk taking in line with the strategy targets and expectations ofshareholders and other stakeholders.
 The remuneration system shall be the one that makes it possible to fulfill the high accountability for the
benefit of our shareholders and other stakeholders through objective deliberations and judgments at the
Remuneration Committee.

- 23 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
iii) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately established inconsideration of respective functions and roles to be fulfilled for the purpose of achieving the sustained
corporate value improvement. In addition, Directors who concurrently serve as Corporate Executive Officers
shall be paid remuneration as Corporate Executive Officers.
 Directors (excluding Directors who concurrently serve as Corporate Executive Officers)
In consideration of their function and role of supervising performance of duties by Corporate Executive
Officers and Directors, they shall receive, in principle, only basic remuneration in the form of money, and thestandards shall be decided upon individually taking into account factors such as position and responsibilities
as Directors and whether they are full-time or part-time.
 Corporate Executive Officers
In consideration of their function and role of taking charge of business execution of the Company, theirremuneration shall, in principle, be comprised of basic remuneration and variable remuneration. Variable
remuneration is comprised of monetary compensation that is paid based on short-term performance, etc. andstock compensation, etc. (including monetary compensation paid based on indicators such as stock price) thatis paid with a view to realizing the medium- to long-term sharing of values with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators for variable
remuneration and other matters shall be decided upon taking into account medium- to long-term performancetargets, etc., aimed at in the management strategy and the Medium-Term Management Plan and factors suchas position and responsibilities as Corporate Executive Officers.
[Support System for Outside Directors]
As part of the support system for the Outside Directors, the administrative offices for the Board of Directors
and each committee provide explanation and information when appropriate or necessary by coordinating with
relevant departments.
The roles of administrative offices are performed by the General Affairs Department in the case of theBoard of Directors, Nominating Committee and Remuneration Committee; and by the Audit Committee
Office in the case of the Audit Committee.
[Status of Persons Who Have Retired from a Position Such as Representative Director and President]
Retired Representative Director and Presidents, etc. Holding Advisory or Any Other Position in the Company

Name

Title/
PositionTakeshiFukuzawa

Honorary
Adviser

Shigeru
Takagi

Honorary
Adviser

Keiji
KimuraSeniorCorporate
Adviser

Responsibilities* Maintaining andexpanding positive
relationships withstakeholders, etc.
* Maintaining andexpanding positive
relationships withstakeholders, etc.
* Activities in thefinancial industry and atindustry organizations* Maintaining andexpanding positive
relationships withstakeholders, etc.
* Activities etc. that
contribute to society or
the public good, etc.

- 24 -

Working Form andConditions(Full-time/Part-time,
Paid/Unpaid, etc.)
Working Form: Part-time
Conditions: Unpaid

Date of
Retirement from
Position Such as
President
March 31, 2001———

Working Form: Part-time
Conditions: Unpaid

June 28, 2005———

Working Form: Full-time
Conditions: Paid

March 31, 2011———

Term of
Office[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Hirotaka
Sugiyama

SeniorCorporate
Adviser* Activities in thefinancial industry and atindustry organizations* Maintaining andexpanding positive
relationships withstakeholders, etc.
* Activities etc. that
contribute to society or
the public good, etc.

Total Number of Retired Representative Director andPresidents, etc. Holding Advisory or Any Other
Position in the Company

Working Form: Full-time
Conditions: Paid

March 31, 2017———4

2. Items Relating to Functions of Business Execution, Audit and Supervision, Nomination, and Decision on
Remuneration, etc.
* Overview of Corporate Governance Structure [updated]
1) Board of Directors
The Board of Directors decides the basic policy of the Company’s management, and it also carries out
supervision of the execution of duties of Directors and Corporate Executive Officers. As of April 1, 2024, theBoard of Directors consists of fourteen (14) Directors, of which seven (7) are Outside Directors. The role ofchairman of the Board of Directors is fulfilled by the Chairman of the Board of the Company, who does notconcurrently serve as a Corporate Executive Officer. The Board of Directors broadly delegates the authority
to execute business on matters other than those to be resolved by the Board of Directors as prescribed in laws
and regulations or the Articles of Incorporation, to the Corporate Executive Officers and promotes
clarification of authorities and responsibilities and prompt decision-making concerning business execution.
Moreover, the Board of Directors met nine (9) times in FY2023, of which eight (8) times with all Directors
attending, and of which one (1) time with one (1) Director being absent.
2) Committeesi) Nominating Committee
The Nominating Committee decides the details of the proposals of the General Meeting of Shareholders
relating to the election and dismissal of Directors. As of April 1, 2024, the committee consists of four (4)members, all the four (4) members are Outside Directors. Furthermore, the committee met five (5) times in
FY2023, with all committee members attending every meeting.
ii) Audit Committee
The Audit Committee’s responsibilities include conducting audits of the execution of duties of the Directors
and Corporate Executive Officers, creating the audit reports relating to this, and deciding on the details of
proposals of the General Meeting of Shareholders relating to the election, dismissal or non-reappointment of
the Accounting Auditor. As of April 1, 2024, the committee consists of five (5) members, three (3) of whom
are Outside Directors. In addition, the committee chairman is selected from among the Outside Directors.
Furthermore, the committee met fifteen (15) times in FY2023, with all committee members attending every
meeting.
iii) Remuneration Committee
The Remuneration Committee decides on the policy relating to remuneration decisions for Directors andCorporate Executive Officers and on the remuneration amounts for each individual. As of April 1, 2024, thecommittee consists of four (4) members, all the four (4) members are Outside Directors.
Furthermore, the committee met six (6) times in FY2023, with all committee members attending every
meeting.
3) Corporate Executive Officers
The Corporate Executive Officers are appointed by resolution of the Board of Directors. They make decisions
on business execution delegated to them by the Board of Directors and carry out the execution of suchbusiness. As of April 1, 2024, the Company has fifteen (15) Corporate Executive Officers.
4) Executive Officers and Group Executive Officers
The executive officers and group executive officers are appointed by resolution of the Board of Directors.
They carry out the execution of business for the division or Group company to which they belong. As of
April 1, 2024, the Company has nine (9) executive officers and nine (9) group executive officers.
5) Overview of Various Conference Bodies- 25 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
The Corporate Strategy Committee provides opportunities to carry out discussions relating to the overallmanagement strategy of the entire Group. The committee consists of the president, the deputy president,
officers responsible for corporate staff of the Company, and any person designated by the president, and it isheld regularly. The Executive Committee is a deliberation body to carry out important decisions relating to
the business execution of the Group. Its membership consists of the president, controlling officers, officers
responsible for corporate staff of the Company, Full-time Members of the Audit Committee and any person
designated by the president, and it is generally held once a week.
To promote a high standard in discussions and management decisions at the Executive Committee, theCompany has established, as subordinate bodies to the Executive Committee, the Group Strategy Committee
to discuss and check on progress regarding important management policy, particularly formulation ofbusiness strategies of each functional group and each business group, and the Strategic Investment Committee
to discuss particularly important investment proposals before they are discussed at the Executive Committee
and summarize the points at issue.
The Sustainability Committee is a body that oversees the promotion of sustainability within the Group, andis composed of the Company’s president (the Chairman of the Committee), the person with responsibility foroverseeing sustainability (Vice Chairman), controlling officers, officers in charge, and the presidents of the
major Group companies, etc., with the Chairman of the Board and Full-time Members of the Audit
Committee also attending. The committee holds scheduled meetings twice a year, and holds extraordinary
meetings as appropriate.
The Risk Management & Compliance Committee is the body in charge of risk management andcompliance promotion within the Group. It consists of the Company’s president (the Chairman of theCommittee), officers responsible for risk management and compliance (Vice Chairman), controlling officers,
officers in charge, as well as the presidents of the major Group companies, etc. The Company’s Chairman of
the Board, the Full-time Members of the Audit Committee and the General Manager of the Internal Audit
Department also participate. The Risk Management & Compliance Committee holds regular meetings threetimes per year and extraordinary meetings as necessary.
* Status of Audit Committee Audits, Internal Audits and Accounting Audits [updated]i) Status of Audit Committee Audits
The Audit Committee audits consist of five (5) Audit Committee Members and Noboru Nishigai and Hiroshi
Katayama as Full-time Members of the Audit Committee have been appointed from the perspective ofensuring effectiveness of audits. Furthermore, Hiroshi Katayama has experience working for the accounting
department of the Company and considerable knowledge of finance and accounting.
In accordance with the audit standards, audit policies and audit plans prescribed by the Audit Committee,
the Full-time Members of the Audit Committee participate in meetings of the Board of Directors and otherimportant meetings, and also receive reports from Directors, Corporate Executive Officers and employees,
etc. in relation to the status of execution of their duties, view important authorized documents, etc., andinvestigate the status of the Company’s operations and assets at headquarters, branches and major subsidiaries(including overseas).
The Company has established an Audit Committee Office as an organization to assist the duties of the
Audit Committee, and as of June 27, 2024 it has eight (8) members, consisting of a dedicated General
Manager and other staff members, including support staff members who work concurrently on duties on otherdepartments. For the Audit Committee audits, reports on the audit plan, audit implementation system andaudit results are received from the Accounting Auditor and Internal Audit Department, reports on the status of
settlement of accounts at the end of quarterly and annual financial periods are received from the Finance &Accounting Department, and reports on the status of risk management and related matters are received fromthe Legal & Compliance Department. In addition, after the Full-time Members of the Audit Committee sharethe information gained on those activities, the exchange of opinions and discussions of important matters arecarried out in the committee.
ii) Status of Internal Audits
The Internal Audit Department conducts internal audits in accordance with annual and mid-term audit plans
devised based on company-wide risk analysis. Then, it verifies if the internal control development andmanagement status is appropriate. The Internal Audit Department reports all audit results to the president and,after reporting to the president, it explains the contents to the Full-time Members of the Audit Committee andthe compliance officer as well. Furthermore, the Internal Audit Department reports a summary of this to the
Executive Committee and the Audit Committee, and reports important matters to the Board of Directors.
When any issues are found in the course of an audit, the Internal Audit Department reports the issue to thebusiness group or department subject to the audit together with a request for action to rectify the situation.
The Internal Audit Department then verifies the status of that rectification.
The Internal Audit Department and the Accounting Auditor mutually share information concerning their- 26 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
respective audit plans and audit results. The Internal Audit Department also functions as administrative office
relating to the reporting of internal controls on the management’s financial reporting, and in this capacity, it
promotes evaluation, etc. of internal controls on financial reporting by coordinating with the audits conductedby the Accounting Auditor. As of June 27, 2024, including its General Manager, the Internal Audit
Department currently has nine (9) staff members.
iii) Status of Accounting Audits
・Name of accounting firm:
Ernst & Young ShinNihon LLC・Continuous audit period:
20 years・Certified public accountants who have executed business:
Designated and engagement partner; Kazunori Takenouchi, Chihiro Yasunaga, Teruyo Okubo
・Audit operations assistants:
Certified public accountants: 9; CPA assistants and others: 36
・Reasons, etc. for selecting accounting firm
The reasoning behind the decision of the Audit Committee to the effect that it was appropriate toreappoint Ernst & Young ShinNihon LLC, is that, as a result of consideration of the standards for the
Audit Committee’s audit set out by the Audit Committee, the policy on decisions of dismissal or nonreappointment of the Accounting Auditor, and the standards for the appointment, dismissal or nonreappointment of the Accounting Auditor, it was judged that there were no problems with thereasonableness of the audit methods and audit results, and the independence of the accounting auditor,
the status of compliance with laws and regulations, etc., or with the system for the execution of duties,
and that Ernst & Young ShinNihon LLC was therefore able to appropriately execute its duties.
・Policy regarding decisions to dismiss or not reappoint an Accounting Auditor
If it is deemed that any circumstance stipulated in Article 340 of the Companies Act applies to the
Accounting Auditor and its dismissal is deemed appropriate, the Accounting Auditor will be dismissed
based on the unanimous approval of all members of the Audit Committee. Furthermore, the Audit
Committee shall, if it is found that execution of duties by the Accounting Auditor will be difficult andthere is a need for a change in Accounting Auditor, decide on the content of a proposal to submit to theGeneral Meeting of Shareholders regarding the dismissal or non-reappointment of the Accounting
Auditor.
* Remuneration Paid to Accounting Auditors [updated]i) Remuneration payable by the Company and its consolidated subsidiaries to the Accounting Auditor, etc.
(FY2023)
Fees based on audit services:¥399 million
Fees based on non-audit services:¥19 million** The non-audit services involve creation of comfort letters pertaining to issuance of corporate bonds,
agreed-upon procedural (AUP) work and other services.
ii) Fees to the same network as Ernst & Young ShinNihon LLC (excluding “i)” above)
Fees based on audit services:¥440 million
Fees based on non-audit services:¥140 million** The non-audit services involve advisory services on tax and other services.
iii) Description of other fees for important audit services
Not applicableiv) Policy for determining audit fees
The amount of remuneration paid to the Accounting Auditor, etc., Ernst & Young ShinNihon LLC, isdetermined after taking into account the number of days of auditing plans, the Company’s business scale
and attributions, in consultation with the Accounting Auditor, etc. and by agreement of the Audit
Committee.
v) The Audit Committee’s reason for agreeing to remuneration, etc. payable to Accounting Auditor
The Audit Committee has decided to consent to the amount of remuneration, etc. to be paid to the
Accounting Auditor as it judged that the audit plan of the Accounting Auditor, the execution of auditing
duties, the basis for calculating remuneration estimate, etc. are all appropriate for implementing theaccounting audit of the Company as a result of verification necessary for determining whether they areappropriate or not.
- 27 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE* Outline of the Liability Limit Agreement with Outside Directors [updated]
The Company has entered into agreements, in accordance with Article 427, Paragraph 1 of the Companies
Act, with the seven (7) Outside Directors (Masaaki Shirakawa, Tetsuo Narukawa, Tsuyoshi Okamoto,
Melanie Brock, Wataru Sueyoshi, Ayako Sonoda and Naosuke Oda) to limit their liabilities to compensate
damages under Article 423, Paragraph 1 of the Companies Act. Limitation on liability of each Outside
Director to compensate damages under such agreements is set out to be either ¥10 million or the respective
amounts set forth under the laws and regulations, whichever is higher.
3. Reason for Adopting the Current Governance System
As stated in Article 3 (Organizational Structure) of the Company’s Guidelines, the Company has adopted theCompany with Nominating Committee, etc. organizational structure pursuant to the Companies Act, and has
accordingly been working to bring about greater clarity of roles and a strengthening of functions in both thesupervision of the management and the execution of business by having the Board of Directors not only takeon the function of management supervision but also delegate decision authority on individual businessexecution to the Corporate Executive Officers wherever possible and promoting clarification of authorities
and responsibilities concerning business execution and prompt decision-making. In addition, threecommittees (the Nominating Committee, Audit Committee, and Remuneration Committee—a majority ofeach of whose membership are Outside Directors) nominate the candidates for Director, decide remunerationof corporate officers, and perform audits on the execution of duties of the Directors and Corporate Executive
Officers, etc., and thereby promote high standards and ensure transparency of the decision-making process.
Accordingly, we deem that in so doing the Company undertakes the mandate of its stakeholders, especially its
shareholders, while also contributing to achieving medium- to long-term improvement in its corporate value.

- 28 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCEIII Status of Implementation of Measures Related to Shareholders and Other Stakeholders
1. Measures Toward Revitalization of the General Meeting of Shareholders and Facilitation of Exercise of
Voting Rights [updated]
Supplementary Explanation
Prompt Delivery of
Notice of Convocation of
the General Meeting of
Shareholders
Exercise of Voting Rights
by Electromagnetic
Means

Efforts to Encourage
Participation in theElectronic Voting
Platform and Enhance
Other Environments for
the Exercise of Voting
Rights by Institutional
Investors
Provision of a
Summarized Notice ofConvocation of theGeneral Meeting of
Shareholders in English

As a general rule, we shall endeavor to forward the Notice of Convocation at least
three (3) weeks prior to the date of the General Meeting of Shareholders.

The exercise of voting rights via the Internet has been available since the Ordinary
General Meeting of Shareholders held in 2004. Further, the Company has
participated in the electronic exercise of voting rights platform for institutional
investors operated by ICJ, Inc., since the Ordinary General Meeting of Shareholders
held in 2006.
To provide early disclosure for the Notice of Convocation of the General Meeting of
Shareholders and the Reference Documents for the General Meeting of Shareholders
and related materials (including the English translations), the Company endeavors toprovide early disclosure of this information on the Company website and on theelectronic exercise of voting rights platform operated by ICJ Inc. For FY2024, theCompany disclosed the respective materials one week before dispatching the Noticeof Convocation of the General Meeting of Shareholders.
To provide early disclosure for the Notice of Convocation of the General Meeting of
Shareholders and the Reference Documents for the General Meeting of Shareholders
and related materials (including the English translations), the Company endeavors toprovide early disclosure of this information on the Company website and on theelectronic exercise of voting rights platform operated by ICJ Inc. For FY2024, theCompany disclosed the respective materials one week before dispatching the Noticeof Convocation of the General Meeting of Shareholders.

2. Investor Relations Activities [updated]
Supplementary Explanation
Establishment andPublication of Disclosure
Policies○ Basic Stance Concerning Information Disclosure
Seeking to become a corporate group that values the views of its
stakeholders and creatively works on behalf of society, theGroup strives to gain the understanding of its shareholders andinvestors through accurate and prompt information disclosure.
○ Information Disclosure Policy
With respect to the disclosure of important information,
including with regard to decisions, events and earnings results,
that affects the investment decisions of shareholders andinvestors, the Group discloses information in accordance with
Security Listing Regulations standards (hereinafter “timely
disclosure standards”) established by the Tokyo Stock Exchange
and other stock exchanges, and in accordance with Article 27-36
of the Financial Instruments and Exchange Act (hereinafter “fairdisclosure rules”). In addition, when it believes it would be
useful to shareholders and investors, the Group tries to actively
disclose information even when it does not fall under the
category of important information communicated to parties
involved in the transaction (hereinafter “important
information”), and for which disclosure is not required by thetimely disclosure standards or the fair disclosure rules.

- 29 -

Explanation byRepresentative

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Supplementary Explanation

Explanation byRepresentative○ Information Disclosure Methods
Corporate information (hereinafter “timely disclosure
information”) that requires disclosure within the timely
disclosure standards and important information are released
through the Tokyo Stock Exchange’s “TDnet” (Timely
Disclosure network) and is promptly posted on our website.
Moreover, information that is useful to shareholders andinvestors, even information that does not fall under the categoryof timely disclosure information, is promptly and impartiallyposted on our website.
○ Information Disclosure System
Each business group and functional group of the Group has
appointed a person in charge of information disclosure (or aperson to be in charge of information disclosure) and a system isin place in which important information from each businessgroup and functional group is consolidated in the Company’s
Corporate Communications Department (and IR Office), thedepartment in charge of information disclosure. In addition, an
Information Disclosure Committee is charged with the primary
duty of managing and overseeing an appropriate information
disclosure system and its operation, and deliberating on whether
to disclose other than the timely disclosure information
evaluating the possibility of a major impact on the Company’s
performance and trustworthiness.
○ Policy for Dealing with Ambiguous Information
In the event of the circulation of rumors and newspaper reports
concerning the corporate information of the Group, realizing thatsuch rumors and reports could affect the investment decisions ofshareholders and investors, appropriate disclosure is conducted
through TDnet when it is necessary to clarify the authenticity of
the information contained therein.
○ Quiet Period
To prevent the leakage of earnings information and ensure
fairness, the Company has established a quiet period dating fromtwo (2) weeks before the day that earnings are announced to thetime of the earnings announcement. During this period, theCompany refrains from answering questions or commenting
about said earnings. However, in the event of a significant
discrepancy between actual performance and the most recently
announced performance forecast, the Company will answer
questions after appropriately disclosing information over TDnet,
even during the quiet period.
Holding Regular
The president conducts Corporate Results Presentations in May
Briefings for Analysts
each year and Presentations of the Second Quarter Results inand Institutional Investors November for analysts and institutional investors.

- 30 -Yes

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Supplementary Explanation
Posting Investor
Relations Materials on
the Company website

Establishment of Investor
Relations Department(Liaison)

Explanation byRepresentative

Investor relations materials including kessan tanshin (brief
results announcements), fact sheets, IR presentation materials,
IR data books, securities reports, quarterly summary of financial
statements, “To Our Shareholders” (formerly, the “Business
Report”), corporate governance reports, integrated reports, andthe Long-Term Management Plan 2030 are posted regularly on
the following website: https://www.mec.co.jp/en/ir/
The Company’s designated IR unit is the IR Office, Corporate
Communications Department.
Its designated IR officer is Senior Executive Officer, Naoki
Umeda.
The IR business liaison officer is Toru Watanabe, head of the IR
Office.

3. Measures to Respect the Position of Stakeholders [updated]
Supplementary Explanation
Provisions of Internal
The Company has formulated the Group’s Mission, Code of Corporate Conduct andRegulations to Respect
Guidelines for Conduct to help foster respect for the position of its respective
the Position of
stakeholders and adopt a creative approach to society.
Stakeholders
Promotion of
In accordance with the Group’s Mission and Code of Corporate Conduct, etc., theEnvironmental
Group is promoting sustainability based on three (3) main concepts—acting withProtection,
integrity, earning the trust of our clients and creating a vibrant workplace. The
Corporate Social
Sustainability Management and Promotion Department works as the administrative
Responsibility (CSR),
office for the sustainability promotion system, and a Sustainability Committee has
and Other Activities
been set up with the President as the chairman, with a Sustainability Subcommittee
established beneath that, in addition to which a person with responsibility foroverseeing sustainability has been appointed. There is also the Company’s
Sustainability Report, published annually, which outlines its efforts to address
sustainability issues.
In 2020, aiming to promote business aimed at realizing a sustainable society, theCompany established the Mitsubishi Estate Group Sustainability Vision 2050 with aview to corporate management focused on sustainability by 2050. Under the slogan“Be the Ecosystem Engineers,” the Company declared its aspiration to be a
corporate group (=engineers) that provides spaces and infrastructure (=ecosystems)
where all actors from different standpoints (individuals, corporations, and more) cansustainably construct relationships of coexistence in all perspectives—economically,
environmentally and socially.
In addition, as specific themes and actions to help achieve the Sustainability Vision
2050, we have established key themes related to sustainability in our strategies forincreasing social value under the Long-Term Management Plan 2030. However, inconjunction with the revision in FY2024, we made a new start under “Sustainabilityof the Mitsubishi Estate Group and Society: Four Key Themes.” Based on the four
key themes of “Pursue tangible and intangible urban development for the next
generation,” “Maintain commitment to reducing environmental impact,” “Consider
people, empathize with people, protect people” and “Create and circulate newvalue,” we will pursue improvement in the correlation between sustainability
measures and our business, and aim to establish the sustainability of our businessactivities while creating a truly meaningful society, which is “The Mission of the
Mitsubishi Estate Group.”
Establishment of Policy“Mitsubishi Estate Group Guidelines for Conduct” places great importance on
Concerning Disclosure of dialogue with such stakeholders as customers, business partners, shareholders andInformation toinvestors, and local communities, and outlines the policy for proper and appropriate
Stakeholders
disclosure of information related to its operations. Not only do they containprovisions calling for disclosure based on the Stock Exchange’s rules on timely
disclosure of corporate information, but by prescribing information disclosure
regulations as a Company Code so that information useful to shareholders and- 31 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE

Other

investors can be actively disclosed in a timely and proper manner, they also reinforce
the Company’s internal system.
○ Promoting Women’s Participation and Advancement in the Workplace
Concerning the promotion of women’s participation and advancement in theworkplace, the Company formulates and announces a general business owner action
plan pursuant to the “Act on Promotion of Women’s Participation and Advancementin the Workplace,” which took effect in April 2016, and the “Act on Advancementof Measures to Support Raising Next-Generation Children.” The Company
endeavors to create a workplace in which all employees can comfortably work. The
Company will continue to develop an environment in which diverse humanresources can play active roles and will promote diversity in the Company throughefforts that include promoting women’s participation.
https://mec.disclosure.site/e/sustainability/activities/social/diversity/○ Human Rights Initiatives
As a member of society, the Group is keenly aware of the importance of respect forhuman rights. To fulfill our responsibility to respect the basic human rights of all
stakeholders, not only those involved in Group businesses, we set up the “Mitsubishi
Estate Group Human Rights Policy.”
The Group also conducts human rights due diligence by identifying and addressing
Group-wide issues while collaborating across industries through the construction andreal estate “Human Rights Due Diligence Promotion Council,” as well as byworking on eliminating human right risks in each business, namely the real estatedevelopment business, international business, and hotel business.
https://mec.disclosure.site/e/sustainability/activities/social/human-rights/○ Supply Chain Management
In order to help realize a sustainable and truly meaningful society through its
business activities, the Group believes it is important to promote efforts across the
supply chain. As such, the Group established the “Mitsubishi Estate Group Supplier
Code of Conduct” based on the Code of Corporate Conduct and Guidelines for
Conduct.
To promote greater efforts related to sustainability and ESG across the entire supply
chain, the Group confirms the level of compliance with the Supplier Code of
Conduct using an interview sheet.
https://mec.disclosure.site/e/sustainability/activities/social/supply-chain/○ Health Management
The Company advocates health management, in which it considers employee healthfrom a management perspective and works on it strategically. Based on thisperspective, the Company established the “Health Management Declaration” in
October 2016 to systematize initiatives and plans that the Company and the healthinsurance union have carried out thus far, articulate the top management’s
commitment, and ensure further improvements in maintaining and improving
employee health. In implementing its health management, the Company has
appointed the officer responsible for human resources as the health management
promotion officer. The Company also makes commitments to safety and hygiene inits labor agreements and strives to protect employee health and safety through healthcheckups and safety education. In FY2020, the Company formulated HealthManagement 2030, complementing the ESG initiatives in the Long-Term
Management Plan 2030, and is working to achieve improvements in employees’
health.
https://www.mec.co.jp/e/sustainability/activities/social/health-safety/- 32 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCEIV Basic Policy and Status of Implementation of the Internal Control System
1. Basic Policy and Status of Implementation of the Internal Control System [updated]*Basic Policy of Establishment of the Internal Control System
1. Systems to Keep and Manage Information pertaining to the Execution of Duties by Corporate Executive
Officers
Pursuant to the “Mitsubishi Estate Group Basic Rules on Information Management,” in order toappropriately handle information assets held by the Group and improve information security and enhance its
level on an ongoing basis, the Company shall appoint the Officer responsible for the risk management as
Chief Information Security Officer and the Officer responsible for the DX Promotion Department as Chief
Information Technology Officer and Chief Information System Security Officer, and the Risk Management& Compliance Committee shall be in charge of company-wide control of information storage andmanagement.
The Company shall, under such organizational systems, develop regulations on basic matters for the
management procedures necessary for the protection and handling of information held by the Company,
matters related to document storage and abolition including the storage method and period for documents
and abolition rules, matters related to the protection of the information system and electronic information,and matters related to the response in the event that an information incident occurs. The Company shallappropriately store and manage relevant information pertaining to the execution of Corporate Executive
Officers’ duties by operating these internal regulations.
2. Rules and Other Systems Regarding Loss Risk Management in the Company and Its Subsidiaries
In the group-wide corporate management, the Group shall practice diverse risk management measures forall business operations of the Group in order to properly evaluate and manage internal and external risk
factors related to its businesses and to maintain and raise the corporate value of the Group.
Specifically, the Company has established the “Mitsubishi Estate Group Risk Management Rules” torealize appropriate risk management through establishing systems for risk management to be carried out by
all the executives and employees of the Group. Moreover, under the Risk Management Rules above, at theCompany, the Risk Management & Compliance Committee shall be in charge of controlling the promotionof risk management activities at the group level, whereas the Risk Management & Compliance
Subcommittee shall work as a practical collegial body to collect and streamline risk management-related
information. In addition, the Officer responsible for the risk management appointed by the resolution of theBoard of Directors shall be assigned the responsibility for risk management to develop and promote the risk
management system.
In the meantime, with these risk management systems as a basis, at the Company, the Strategic
Investment Committee, an advisory body of the Executive Committee, shall preliminarily deliberate
especially important investment subjects in making decisions thereof prior to the deliberations by the
Executive Committee to check the content and degree of risk factors as well as countermeasures, etc. in
preparation for possibly realizing risk.
Furthermore, the Company shall appoint an Officer responsible for disaster prevention by resolution of
the Board of Directors to maintain the most updated action principles, communications and initial measures
to be taken and system for business continuity program in case of the occurrence of any emergency. The
officer formulates and implements manuals, guidelines, etc., and conducts training as well as reviews andimprovements of systems and plans on a periodic basis.
The Internal Audit Department shall conduct internal audit activities in accordance with the “Internal
Audit Rules” to raise the effectiveness of risk management.
3. Systems to Ensure Efficient Execution of Duties by Corporate Executive Officers of the Company andDirectors, etc. of Its Subsidiaries
The Group shall continue improving managerial system that has been designed to fit the Group, to ensure
the efficient execution of duties by Corporate Executive Officers of the Company and directors, etc. of its
subsidiaries in the course of fulfilling the CSR of the Group. Under this policy, the Company aims toreinforce the management oversight function and the business execution function as well as management
efficiency and expedited decision making by adopting the organizational structure of a Company with
Nominating Committee, etc., thereby largely delegating authority relating to business execution decisions to
Corporate Executive Officers. In addition, the Company shall take such actions as to appoint controlling
officers and officers in charge, adopt the Executive Officer System and the Group Executive Officer System
and improve the rules related to the authority and decision making in accordance with internal regulations,- 33 -

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
so as to allow for more efficient execution of duties.
4. Systems to Ensure Compliance of the Execution of Duties by Corporate Executive Officers and Employeesof the Company and Directors, etc. and Employees of Its Subsidiaries with Laws, Regulations and the
Articles of Incorporation
The Group has established and intends to thoroughly disseminate “The Mission of the Mitsubishi EstateGroup,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group
Guidelines for Conduct” to present conduct standards by which executives and employees should abide. The
Company conducts, as a Company with Nominating Committee, etc., management oversight by the Boardof Directors and audits by the Audit Committee.
In addition, while the Risk Management & Compliance Committee conducts group-wide supervision andthe Risk Management & Compliance Subcommittee conducts practical discussions in accordance with the“Mitsubishi Estate Group Compliance Rules,” the officer responsible for compliance appointed by the
resolution of the Board of Directors shall be assigned the responsibility for compliance to take such actions
as to manage and promote overall compliance at the Group. The Group also ensures that the execution ofduties by Corporate Executive Officers and employees complies with laws and regulations and the Articles
of Incorporation through such means as preventive legal activities, risk management promotion activities
and internal audit practices.
To handle compliance-related consulting and whistleblowing on concerns, the dedicated Help Lines shallbe established and operated internally and externally as contact windows for the Group and business
partners.
5. Systems for Reporting Matters Related to the Execution of Duties by Directors, etc. of Subsidiaries to theCompany, and Other Systems to Ensure the Propriety of Business Operations Conducted by the Corporate
Group Consisting of the Company, Its Parent Companies and Subsidiaries
The Group shall endeavor to practice group-wide compliance-based management and business ethics andensure the propriety of business operations by establishing “The Mission of the Mitsubishi Estate Group,”“The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group Guidelines for
Conduct,” etc., all of which are the standards of conduct for the Group, and thoroughly disseminating themunder the control of the Risk Management & Compliance Committee.
In addition, the Company specifies the department in charge of operations related to group companies,
such as promoting the corporate management of the respective group companies and supporting the staff
function, thereby establishes a system to link the company-wide management plan and the measuresconcerning group companies. Meanwhile, group management shall be enhanced toward the achievement of
maximized corporate value of the Group by promoting the propriety and efficiency improvement andupgrading risk management of group-wide corporate management by operating the “Mitsubishi EstateGroup Management Rules,” through measures such as compulsory consultations and exchange of
information between the Company and group companies for certain important matters.
Furthermore, the “Mitsubishi Estate Group Basic Guidelines on Internal Control Regarding Financial
Reporting (Basic Rules)” shall be formulated to ensure the reliability of financial reports inside the Group
with the aim of appropriately responding to the internal control reporting system for financial reports, as
required to follow under the Financial Instruments and Exchange Act.
6. Matters Related to Employees to Support the Duties of the Audit Committee, and Matters Related toEnsuring the Effectiveness of Instructions Given to Such Employees by the Audit Committee
The Audit Committee Office shall be established as a subsidiary organ to assist the Audit Committee in theexecution of its duties pursuant to the relevant provisions such as “Job Ladder.” The Company shall assign a
dedicated General Manager and persons necessary for supporting the Audit Committee’s duties. The
General Manager of the Audit Committee Office shall supervise other employees assigned to the office andexecute his or her business duties in accordance with the instructions of the Audit Committee.
7. Matters Related to Independence of Employees in the Preceding Item from Corporate Executive Officers
The personnel relocation and/or disciplinary punishment, etc. of the General Manager of the Audit
Committee Office shall require an accord of the Audit Committee. The personnel relocation and/or
disciplinary punishment, etc. of the staff of the Audit Committee Office other than the General Manager ofthe Audit Committee Office shall require prior consultation with the General Manager of the Audit
Committee Office.

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
8. Systems for Directors, Corporate Executive Officers and Employees of the Company, Directors, etc. andEmployees of Its Subsidiaries, and Individuals Who Receive Their Reports to Provide Reports to the Audit
Committee, and Other Systems Related to Reporting to the Audit Committee
In the case where the occurrence of breach of any laws and regulations or the Articles of Incorporation orsignificantly unreasonable matter is revealed, anybody shall, either Directors, Corporate Executive Officers
or employees, immediately report thereof to the Audit Committee. An obligation shall be established byinternal regulations to have important documents such as those requiring approval circulated to Full-timeMembers of the Audit Committee, and a whistleblower program with Audit Committee members serving as
contact windows shall be established. Moreover, matters that may be judged necessary in performing theduties of the Audit Committee, including results of internal audits, the status of compliance promotion
activities, the status of risk management promotion activities, and the status of operation of Help Linesestablished internally and externally as contact windows for Group companies and business partners for
consultations and whistleblowing on concerns about compliance, shall also be periodically reported to the
Audit Committee. In addition, in accordance with the “Mitsubishi Estate Group Management Rules,”matters reported by the Directors, etc. and employees of Group companies shall be shared with the
Executive Committee and other meetings attended by the Full-time Members of the Audit Committee.
9. Systems to Ensure Individuals Who Make the Reports in Item 8 Are Not Treated Unfavorably for Making
Those Reports
In accordance with the “Mitsubishi Estate Group Risk Management Rules,” all executives and employees of
the Group are responsible for ensuring compliance in accordance with the “Mitsubishi Estate Group
Compliance Rules,” and are responsible for collecting and reporting risk information. Also, based on the
Whistleblower Protection Act, regarding a whistleblower program with Audit Committee Members serving
as contact windows and the Group’s internal or external Help Lines, the Company develops and operates
rules related to the policy for protection of whistleblowers and notification of redress procedures in order toensure individuals who make the reports in Item 8 are not treated unfavorably for making those reports.
10. Matters Related to Policy for Handling Costs and Debts Incurred by Audit Committee Members in the
Course of Executing Their Duties
In accordance with the audit standards established by the Audit Committee, the Audit Committee Members
may invoice the Company beforehand for any costs deemed necessary for the execution of duties of the
Audit Committee. The Audit Committee Members may also seek subsequent reimbursement for costs
incurred in emergency or special situations.
Based on invoices received from the Audit Committee Members, the Company shall pay costs necessary
for the Audit Committee to execute its duties.
11. Other Systems to Ensure Effective Audits by the Audit Committee
In accordance with audit standards established by the Audit Committee, the Full-time Members of the Audit
Committee shall have periodic meetings with the management executives of the Company including thePresident and Chief Executive Officer, the Internal Audit Department, other departments determined
necessary according to the duties of the Audit Committee and the Accounting Auditor to exchange opinionswith each other.
The Full-time Members of the Audit Committee shall attend the important conferences such as the
Executive Committee.
Please refer to the Attached sheet 2 “Mitsubishi Estate Group Corporate Governance System.”- 35 -

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
2. Basic Policy and Status of Implementation of Efforts Toward Exclusion of Antisocial Forces [updated]
1. Basic Policy Toward Exclusion of Antisocial Forces
The Group refuses to countenance any relationship with antisocial forces.
2. Status of Implementation of Efforts Toward Exclusion of Antisocial Forces
The Group set out policies in relation to its refusal to countenance relationships with antisocial forces in“Mitsubishi Estate Group Guidelines for Conduct” and strives to ensure such policies are rigorously
followed. As part of its Internal System, it has also established a special department with overall
responsibility for countermeasures in relation to the exclusion of antisocial forces and appointed a
responsible person for prevention of unreasonable demands, and a responsible person and a manager incharge of compliance duties that include the exclusion of antisocial forces for each department.
The Company maintains efforts toward collecting information in relation to antisocial forces by attending
training sessions hosted by organizations affiliated with the Tokyo Metropolitan Police Department andcooperates with external specialist bodies including the police and lawyer to reject relationships with these
antisocial forces.
In addition, it periodically provides reminders to managers and general staff and shares cases of
unreasonable demands by antisocial forces.
Furthermore, in response to ordinance for the elimination of organized crime and prevent and deter therisk of having business relations with antisocial forces, the Group has not only formulated “Guidelines
Relating to Model Clauses for Exclusion of Gang Groups and Other Antisocial Forces” to be inserted intobusiness contracts used by the Group and “Guidelines for Checking Compliance of Business Partners andOthers,” which prescribe the Group’s internal structure to check for anti-social characteristics of business
partners and others, it is also striving to prevent money laundering through rigorous checking at the time of
the transaction.

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
V Others
1. Presence or Absence of Introduction of Takeover Defense
Introduction of Takeover Defense

Not introduced

Supplementary Explanation Relating to These Items
Set out below are outlines of the contents of the basic policy regarding the persons who control decisions on the
Company’s financial and business policies.
By drawing up, and steadily implementing, a management plan to contribute to the growth of the Company,
while at the same time working to strengthen corporate governance, etc., the Company will strive to enhance
corporate value and protect the common interests of shareholders. In addition, in response to persons attempting
a large-scale acquisition of the shares of the Company, we will devise appropriate measures that are compliant
with the Financial Instruments and Exchange Act, the Companies Act and other laws, by requesting necessary
and sufficient information to allow shareholders to come to a conclusion as to whether the large-scaleacquisition is appropriate or not, by disclosing the opinion of the Board of Directors, which takes into accountthe views of the independent Outside Directors, and working for sufficient time and information to enableconsideration by shareholders.
2. Other Items Relating to Corporate Governance System, etc. [updated]
The Company’s internal system for the timely disclosure of corporate information was as follows.
1. Internal System for the Timely Disclosure of Corporate Information
The Group formulated “The Mission of the Mitsubishi Estate Group,” “The Mitsubishi Estate Group Codeof Corporate Conduct” and “Mitsubishi Estate Group Guidelines for Conduct,” in which we declare that theGroup strives to gain the understanding of its shareholders and investors through accurate and prompt
information disclosure, seeking to become a corporate group that values the views of its stakeholders andcreatively works on behalf of society. These form the basis for our attitude toward information disclosure to
be taken by the employees of Mitsubishi Estate and the Mitsubishi Estate Group companies.
In line with the abovementioned basic attitude, several internal regulations* including the “Information
Disclosure Regulations” have been formulated to define the Group standards, so that the Group can actively,
timely and properly disclose information that is useful to shareholders and investors, besides informationthat fall under the timely disclosure standards category established by the Tokyo Stock Exchange and otherstock exchanges. These regulations prescribe the gathering and reporting of information, the drafting of
documents, their presentation to conference bodies and organizations for discussion, and for notification andconsultation with related departments, in order to establish a structure whereby important information frombusiness groups, including Group companies, is delivered to and consolidated by the Corporate
Communications Department, the department in charge of information disclosure, as well as the Company’s
management. (Please refer to the Attached sheet 3 for the structure of the disclosure system and the flow of
information.)* Board of Directors Regulations, Ringi Rules, Executive Committee Regulations, Mitsubishi EstateGroup Management Rules, Internal Information Management Regulations, etc.
Specifically, the internal disclosure system works as follows.
(1) A person in charge of information disclosure, who is appointed by each business group, gathers
information, including timely disclosure information from each business group (including Group
companies), and reports that to the Corporate Communications Department. (2) The Corporate
Communications Department consults with the department in charge of the information, which provided by
the persons in charge of information disclosure or any other sources, as well as with other related
departments, including the Corporate Planning Department and the General Affairs Department, todetermine whether the information falls under the disclosure standards established by stock exchanges orwhether it is information that does not fall under such standards and should be disclosed voluntarily. The
Corporate Communications Department then analyzes and determines specific methods for disclosure, forwhich it obtains approval from the corporate officer and department in charge of the information before
disclosing the information. (3) When the corporate officer deems it necessary, an Information Disclosure
Committee meeting is held to determine whether the information should be disclosed. The primary purposeof the Information Disclosure Committee is the management and oversight of an appropriate information
disclosure system and its operation as stipulated in the “Information Disclosure Regulations,” anddeliberating on whether to disclose other than the timely disclosure information, evaluating the possibility of- 37 -

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
a major impact on the Company’s performance and trustworthiness. The Committee consists of the Officers
and the General Managers of the Corporate Planning Department, the Sustainability Management andPromotion Department, the Finance & Accounting Department, the Corporate Communications Department,
the General Affairs Department and the Legal & Compliance Department.
Documents concerning the decision on information disclosure are also circulated to the Internal Audit
Department and the Full-time Members of the Audit Committee.
Aside from the timely disclosure information, the statutory disclosure information, including financial
statements and other accounting and financial information, as stipulated by the Financial Instruments andExchange Act and the Cabinet Office Ordinance on Disclosure of Corporate Information, etc., isdocumented by the Finance & Accounting Department, which then obtains approval internally and submits
it to the designated finance bureau or elsewhere to make it available for public inspection.
2. Supervisory Functions for the Internal System for Timely Disclosure
The Company has the Internal Audit Department, which methodically conducts internal audits of the overallbusiness operations of the Company and its Group companies. This Department is designed to provide
useful information for making decisions on business management, based on the results of evaluating theinternal systems for managing and operating various business activities and the status of operation
performance from the standpoints of legal compliance and reasonableness, and to offer advice and proposals
to improve and streamline internal management systems on a continuous basis, thereby contributing to therealization of business goals. Audits are carried out by this Department in a planned manner.
Audits by the Internal Audit Department provide daily confirmation that the Group’s systems and rules
are effective in providing appropriate internal controls and management as required by laws and regulations,the code of corporate conduct, company regulations, management plans, etc., and that an effective
implementation of such systems and rules is taking place. The results of the audits are regularly reported to
the Executive Committee and/or the Audit Committee, etc. to help prevent the concealment of informationand careless failures of communication.
Moreover, the Company has not only established a Legal & Compliance Department, which provides on adaily basis advice for preventing failures of compliance, instructions concerning operation manuals andeducational activities to raise the awareness of compliance, it has also established the Risk Management &Compliance Committee to serve as an organ for taking charge of the promotion of risk management andcompliance. Due to these efforts, if material negative information exists at all, it will be promptly
communicated to the top management, enabling its fair and timely disclosure.
See the Attached sheet 3 “Internal System for the Timely Disclosure of Corporate Information.”- 38 -

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE<Attached sheet 1>

Mitsubishi Estate Co., Ltd.
CORPORATE GOVERNANCE GUIDELINES
Chapter I

General Provisions

Article 1 Purpose
The purpose of the “Mitsubishi Estate Co., Ltd. Corporate Governance Guidelines” is to set forth the basic policy
and framework for the Mitsubishi Estate Co., Ltd. (the “Company”)’s corporate governance, and serve as
guidelines for the development and promotion of the corporate governance system, which contributes to therealization of the Mitsubishi Estate Group (the “Group”)’s basic mission and the enhancement of its corporate
value on a medium- to long-term basis.
Article 2 Basic Policy
1.

2.

The Company shall aim to realize enhancement of its genuine corporate value through a harmonious
balance between corporate growth and the interests of our various stakeholders by following its brandslogan “A Love for People. A Love for the City,” based on its basic mission of “contributing to society
through urban development.” The Company shall position the development and promotion of the corporate
governance system as one of the most important management issues in realizing this goal.
In developing and promoting the corporate government system, to bring about greater clarity of roles and astrengthening of functions in both the supervision of the management and the execution of business while
also fulfilling accountability to our shareholders and other stakeholders, the basic policy shall work toensure the transparency and objectivity of management.

Article 3 Organizational Structure
The Company’s organizational structure pursuant to the Companies Act shall be a company with Nominating
Committee, etc., in order to strengthen the function of management supervision of the Board of Directors as wellas promote clarification of authorities and responsibilities and prompt decision-making concerning businessexecution while improving the transparency and objectivity of management as the primary aim.

Chapter II

Board of Directors

Article 4 Roles of the Board of Directors
1.

2.

The main roles of the Board of Directors shall be to make decisions on both basic management policy andimportant business execution and to supervise the performance of duties by Directors and Corporate
Executive Officers from the standpoint of greater clarity of roles and a strengthening of functions in boththe supervision of the management and the execution of business.
To appropriately fulfill the roles prescribed in the preceding paragraph, the Board of Directors shall broadly
delegate the authority to execute business on matters other than those to be resolved by the Board of
Directors as prescribed in laws and regulations or the Articles of Incorporation to the Corporate Executive
Officers and receive regular reports on the execution of business from the Directors and the Corporate
Executive Officers, the specific details of which are provided for within the Company Code, including theBoard of Directors Regulations.

Article 5 Composition of the Board of Directors
1.

2.
3.

The Board of Directors shall consist of no more than 18 Directors, as stipulated in the Articles ofIncorporation, and the overall Board of Directors shall ensure a diverse background and an appropriatebalance among individual Directors for their experience and knowledge in specialized fields.
One third or more of members of the Board of Directors shall be Outside Directors.
A majority of members of the Board of Directors shall be Directors who do not concurrently serve as
Corporate Executive Officers (including Outside Directors, hereinafter “Non-executive Director”).

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Article 6 Chairman of the Board
1.
2.
3.

The Chairman of the Board shall be appointed by resolution of the Board of Directors, in accordance withthe provisions of the Articles of Incorporation.
The Chairman of the Board shall be a Non-executive Director.
In accordance with the provisions of the Articles of Incorporation, the Chairman of the Board shall serve as
the Chairperson of the Board of Directors, and to improve the effectiveness of the Board of Directors
through thorough deliberation, play a leading role in such matters as the selection of agenda brought to theBoard of Directors, the evaluation of the Board of Directors, and the promotion of coordination among theOutside Directors, the Corporate Executive Officers and others.

Article 7 Evaluation of the Board of Directors
Once yearly, the Board of Directors shall conduct an analysis and evaluation of the effectiveness of the entire
Board of Directors based on evaluations of the individual Directors, and in addition to disclosing a summary of
those results, formulate and implement policies to increase the effectiveness of the Board of Directors as required.
Article 8 Meetings of only Outside Directors
1.

2.

By exchanging information and sharing understanding on a broad range of matters not limited to the agenda
brought to the Board of Directors, the Outside Directors shall aim to suitably execute their management
supervision function, and where necessary, may convene and hold meetings composed only of Outside
Directors.
Where the meetings prescribed in the preceding paragraph are held, the Outside Directors may request of
the Company the sharing of required information, as well as the attendance of Inside Directors, Corporate
Executive Officers and others.

Chapter III

Nominating, Audit, and Remuneration Committees

Article 9 Nominating Committee
1.
2.
3.

The Nominating Committee shall decide the details of the proposals of the General Meeting of
Shareholders relating to the election and dismissal of Directors.
The Nominating Committee shall consist of around five (5) Directors, and all of them shall be Outside
Directors.
The appointment of the Chairman of the Nominating Committee shall be made by a resolution of the Boardof Directors.

Article 10 Audit Committee
1.

2.

3.

The Audit Committee shall conduct audits of the execution of duties of the Directors and Corporate
Executive Officers, create the audit reports relating to this, and decide on the details of proposals of theGeneral Meeting of Shareholders relating to the election or dismissal, etc. of the Accounting Auditor.
The Audit Committee shall consist of around five (5) Non-executive Directors, and a majority thereof shallbe Outside Directors. Furthermore, Full-time Members of the Audit Committee shall be appointed fromamong members of the Audit Committee.
The Chairman of the Audit Committee shall be appointed from among Outside Directors. The appointment
shall be made by a resolution of the Board of Directors.

Article 11 Remuneration Committee
1.

2.
3.

The Remuneration Committee shall decide on the policy concerning decisions on the details of
remuneration, etc. for each Director and Corporate Executive Officer and the details of remuneration, etc.
for each Director and Corporate Executive Officer.
The Remuneration Committee shall consist of around five (5) Directors, and all of them shall be Outside
Directors.
The appointment of the Chairman of the Remuneration Committee shall be made by a resolution of theBoard of Directors.

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Chapter IV

Directors and Corporate Executive Officers

Article 12 Process of Nominating the Candidates for Directors
1.

2.

The candidates for Directors shall be nominated by the Nominating Committee following deliberation
based on the “Appointment Standards for Candidates for Directors” (Exhibit 1) and the “Standards for the
Independence of Outside Directors” (Exhibit 2) established by the Nominating Committee.
The reasons for the nominations of individual candidates for Directors shall be appropriately disclosed in
the contents of the Notice of Convocation of the General Meeting of Shareholders or through other suitablemeans.

Article 13 Concurrent Position of Directors
To ensure the required time for the performance of their duties, Directors of the Company may not concurrently
serve as directors, auditors, or corporate executive officers of more than three (3) listed companies in addition to
the Company.
Article 14 Process of Appointment and Dismissal of Corporate Executive Officers
1.

2.
3.

4.
5.

The appointment of Corporate Executive Officers, and among them, the selection of the Representative
Corporate Executive Officer and of the President and Chief Executive Officer and Corporate Executive
Officers with special titles, and the decisions on the division of duties of Corporate Executive Officers,
shall be conducted through resolution of the Board of Directors following deliberation by the Nominating
Committee.
The Board of Directors shall decide the President and Chief Executive Officer based on the “Succession
Plan for the President and Chief Executive Officer” prescribed in Article 15, paragraph 1.
The Board of Directors shall decide Corporate Executive Officers following a consideration of theappointment standards for candidates for Inside Directors in the “Appointment Standards for Candidates for
Directors” (Exhibit 1) listed in Article 12, paragraph 1.
The reasons for the appointment of individual Corporate Executive Officers shall be appropriately disclosed
in the contents of the Company’s website or through other suitable means.
If the Corporate Executive Officers (including the Representative Corporate Executive Officer, thePresident and Chief Executive Officer and Corporate Executive Officers with special titles) are deemed
inappropriate in light of these Guidelines, other laws and regulations, the Articles of Incorporation, or theCompany Code, etc., they shall be dismissed by the Board of Directors following deliberation by the
Nominating Committee.

Article 15 Succession Plan for the President and Chief Executive Officer
1.

2.

The Board of Directors shall establish the “Succession Plan for the President and Chief Executive Officer”
following deliberation by the Nominating Committee in order to develop the next-generation management
personnel who support sustainable growth of the Company.
The Nominating Committee shall regularly check on the status of activities carried out in regard to the“Succession Plan for the President and Chief Executive Officer” prescribed in the preceding paragraph,
ascertain the necessity of revision and consider other relevant matters for the said plan, and report thesedetails to the Board of Directors.

Article 16 Remuneration for Directors and Corporate Executive Officers
The details of the remuneration, etc. for each Director and Corporate Executive Officer shall be decided by the
Remuneration Committee based on the “Policy Concerning Decisions on the Details of Remuneration, etc. foreach Director and Corporate Executive Officer” (Exhibit 3) following deliberation by the Remuneration
Committee.
Article 17 Training for Directors and Corporate Executive Officers
1.

Based on the “Appointment Standards for Candidates for Directors” prescribed in Article 12, paragraph 1
and the “Succession Plan for the President and Chief Executive Officer” prescribed in Article 15, paragraph
1, among others, the Company shall make use of external specialists and outside seminars, etc. to conductperiodic training for Inside Directors and Corporate Executive Officers in relation to laws and regulations,and corporate management.

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Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
2.

At the time of their appointment, the Company shall conduct lectures for Outside Directors providing an
overview of the Group, its basic mission, management plans and other topics. Following their appointment,
the Company shall also provide presentations as appropriate related to the content of its operations andinvolve them in inspections of Group-related properties and facilities.

Chapter V

Relationship with Stakeholders

Article 18 Dialogue with Shareholders and Investors
1.

2.

3.

4.

In an appropriate and timely manner, the Company shall disclose useful information to shareholders andinvestors that contributes toward their investment decisions and decisions regarding the exercise of theirrights, and actively engage in dialogue with them.
The President and Chief Executive Officer, as well as corporate officers and the department in charge ofengaging in dialogue with and disclosing information to shareholders and investors, shall promote various
opportunities for dialogue with shareholders and investors, including through General Meetings ofShareholders, Corporate Results Presentations and meetings with individual investors, in cooperation withother corporate officers and departments as necessary.
Information obtained through dialogue with shareholders and investors, as well as opinions and requests
and other information shall be shared with the appropriate corporate officers and departments and reported
periodically to the Board of Directors.
In the event that insider information is generated, such information shall be managed appropriately inaccordance with the Company’s internal regulations. Unpublicized insider information shall not be
disclosed during meetings with shareholders and investors. Regardless of whether insider information
exists, the Company shall establish the two weeks prior to the announcement of financial results as a quiet
period. During this period, the Company shall refrain from responding to questions or commenting about
financial performance.

Article 19 Basic Strategy for Capital Policy
1.

2.

From a medium- to long-term perspective, the Company shall strive to maintain an appropriate balance
between profitability, and capital and debt in order to create a robust, stable and sustainable financial bases
to support urban development in the Marunouchi area and other business activities from a medium- to longterm perspective while taking into consideration the risks associated with business activities and capitalefficiency for retaining the ability to respond flexibly to fluctuations in the real estate market, as well as
financial and capital markets.
The Company’s fundamental stance on the allocation of profits shall be to ensure an appropriate return ofprofits by comprehensively considering the performance levels, business environment such as conditions in
the real estate market, and other factors, while taking into account the capital demands for developing theGroup’s business.

Article 20 Cross-Shareholdings
1.

2.

3.

The Company shall conduct transactions in and hold shares for reasons other than purely investment
purposes (hereinafter, “Cross-Shareholdings”) if the Company deems such shareholdings to be useful infacilitating the Group’s business activities smoothly in cases such as when seeking to maintain or reinforce
medium- to long-term transactional relationships or found it useful for stable fund procurement.
The status of Cross-Shareholdings (including, for important holdings, the status by individual issue) shall bereported periodically to the Board of Directors, which verifies the significance and the rationality of suchholdings. Based on such verification, the Company shall consider its response, including sales, of issues forwhich the significance and rationality of holdings is low.
When exercising voting rights on Cross-Shareholdings, the Company shall exercise its rights appropriately
after determining the overall rationality of proposals from the perspective of enhancing the corporate valueof the investee company and the Company and such factors as the purpose of shareholding. In particular, theCompany shall carefully examine the proposals when exercising voting rights by such means as engaging in
dialogue with the investee company if required in cases where the proposals that have the possibility of
impairing the corporate value of the investee company and the Company (for example, third-party allotmentof shares or granting of retirement benefits to retiring corporate officers) or where important concerns
relating to corporate governance are recognized, such as when serious illicit conduct in the investee company
is revealed.

- 42 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Article 21 Related Party Transactions
Competitive transactions or conflict-of-interest transactions by Directors and Corporate Executive Officers of theCompany and transactions involving the Company and its major shareholders shall require advance approval by
the Board of Directors, as well as post-transaction reporting to the Board of Directors concerning the significanceof such transactions.

Chapter VI

Revision and Abolishment

Article 22 Revision and Abolishment
1.
2.

The revision or abolishment of these Guidelines shall require a resolution of the Board of Directors.
Notwithstanding the preceding paragraph, the revision or abolishment of the “Appointment Standards for
Candidates for Directors” (Exhibit 1) and the “Standards for the Independence of Outside Directors”(Exhibit 2) shall require a resolution of the Nominating Committee. The revision or abolishment of the“Policy Concerning Decisions on the Details of Remuneration, etc. for each Director and Corporate
Executive Officer” (Exhibit 3) shall require a resolution of the Remuneration Committee.

(Enacted) September 28, 2017
(Revised) March 29, 2018 (Exhibit 3)
December 20, 2018
June 27, 2019
December 16, 2021 (Exhibit 1)
June 29, 2022 (Exhibit 1)
June 29, 2023 (Exhibit 1)
February 15, 2024 (Exhibit 1)
June 27, 2024 (Exhibit 1)- 43 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Exhibit 1
Appointment Standards for Candidates for Directors
1. Purpose
These Standards shall establish standards for the nomination of candidates for Directors by the Nomination
Committee.
When nominating candidates for Directors, the overall Board of Directors shall ensure a diverse background andan appropriate balance among individual Directors for their experience and knowledge in specialized fields as
stipulated in Article 5 (Composition of the Board of Directors) of the “Mitsubishi Estate Co., Ltd. Corporate
Governance Guidelines.”
2. Candidates for Directors
The candidates for Directors shall fulfill the duty of care of a prudent manager toward the Company, understandthe Group’s basic mission of contributing to the creation of a truly meaningful society by building attractive,
environmentally sound communities where people can live, work and relax with contentment, and have the skills
necessary to implement the management strategies, while possessing the qualities and capabilities to contribute toenhancing the Company’s medium- to long-term, sustainable corporate value, in view of its businesscharacteristics such as supporting urban development in the Marunouchi area.
(1) Candidates for Inside Directors
For Directors from within the Company, in addition to displaying the above-mentioned qualities andcapabilities of being especially outstanding in integrity, leadership, foresight, etc., candidates to be
nominated shall be officers responsible for the Company’s business group or officers responsible forcorporate staff who have extensive knowledge and experience related to the Group’s business, who can
perform oversight roles with a company-wide perspective, and who are highly trained, or, alternatively,
personnel with this experience or personnel with translatable experience.
(2) Candidates for Outside Directors
For Outside Directors, in addition to the above-mentioned qualities and capabilities, candidates shall be
nominated for their operational and management experience, their application of their experience andknowledge in specialized fields such as global business and risk management, for having the personality andknowledge enabling objective and fair judgments, based on the perspective that they would contribute to thecommon interests of the shareholders without bias toward the interest of any particular party of interest, andfor satisfying the “standards for the independence of Outside Directors.”
3. The revision or abolishment of these standards shall require a resolution of the Nominating Committee.

- 44 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Board of Directors Skill Matrix
In January 2020, the Company formulated its Long-Term Management Plan 2030 based on the Group’s mediumto long-term management strategy and business strategies. To realize the plan, the Company has identified the skills(knowledge, experience, capabilities) needed for the Company’s Board of Directors to exercise its management
oversight function and monitoring function effectively.
The skills of the Company’s Directors are provided below.

Inside Directors

Long-term
vision on
Urban
Development(the industry
insight)

Corporate
management
experience

Organizational
strategy /Businessstrategy

Junichi Yoshida

●

●

●

Atsushi Nakajima●●

Bunroku
Naganuma●

Naoki Umeda●

Mikihito Hirai●

Noboru Nishigai●

Hiroshi
Katayama●

Outside Directors

TsuyoshiOkamoto

●
●
●

●
●

Treasury,
accounting
and financeCompliance/ Riskmanagement

ESG /Sustainability

●

●

●

●

●

●

●

●

MasaakiShirakawa
Tetsuo Narukawa

International
knowledge
orInternationality

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Melanie Brock●

Wataru Sueyoshi

●

●

●

Ayako Sonoda

●

●

●

●

●

Naosuke Oda

●

●

●

* To clarify the skill balance of the Board of Directors, from the skills possessed by each Director, we havenarrowed down relatively superior skills here, and all skills (knowledge, experience, capabilities) are not listed.

- 45 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Exhibit 2
Standards for the Independence of Outside Directors
As a general principle, candidates shall not be elected if the Tokyo Stock Exchange’s standards for independence
and the following standards for the independence of Outside Directors apply to them.
(i)A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting rights to
the Company.
(ii) A transaction party or executive member of an entity whose transactional amounts in the most recent fiscal
year have exceeded 2% of consolidated revenue from operations of the Company.
(iii) A representative employee, employee or staff of the Company’s Accounting Auditor.
(iv) An attorney, certified public accountant, tax accountant, consultant or other party who has received
compensation from the Company exceeding ¥10 million in the most recent fiscal year.

- 46 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE
Exhibit 3
Policy Concerning Decisions on the Details of Remuneration, etc. for each Director and Corporate
Executive Officer(i)Procedures for deciding remuneration paid to Officers
The policy concerning decisions on the details of remuneration paid to Directors and Corporate Executive
Officers of the Company and the details of remuneration for each person shall be decided upon by aresolution at the Remuneration Committee which is chaired by an Outside Director and majority of which iscomprised solely of Outside Directors.

(ii) The basic policy for deciding remuneration for Officers
The basic policy for deciding remuneration for Directors and Corporate Executive Officers of the Company
is as follows.


The remuneration system shall be the one that is linked with our medium- to long-term performancetargets, etc. aimed at in the management strategy and the Medium-Term Management Plan and realizes
sustained corporate value improvement and sharing of values with our shareholders.
The remuneration system shall be the one that allows for giving incentives to management executives’
taking up of challenges and appropriate risk taking in line with the strategy targets and expectations ofshareholders and other stakeholders.
The remuneration system shall be the one that makes it possible to fulfill the high accountability for the
benefit of our shareholders and other stakeholders through objective deliberations and judgments at the
Remuneration Committee.

(iii) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately established inconsideration of respective functions and roles to be fulfilled for the purpose of achieving the sustained
corporate value improvement. In addition, Directors who concurrently serve as Corporate Executive Officers
shall be paid remuneration as Corporate Executive Officers.


Directors (excluding Directors who concurrently serve as Corporate Executive Officers)
In consideration of their function and role of supervising performance of duties by Corporate Executive
Officers and Directors, they shall receive, in principle, only basic remuneration in the form of money,
and the standards shall be decided upon individually taking into account factors such as position andresponsibilities as Directors and whether they are full-time or part-time.
Corporate Executive Officers
In consideration of their function and role of taking charge of business execution of the Company, theirremuneration shall, in principle, be comprised of basic remuneration and variable remuneration.
Variable remuneration is comprised of monetary compensation that is paid based on short-term
performance, etc. and stock compensation, etc. (including monetary compensation paid based on
indicators such as stock price) that is paid with a view to realizing the medium- to long-term sharing ofvalues with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators forvariable remuneration and other matters shall be decided upon taking into account medium- to long-term
performance targets, etc., aimed at in the management strategy and the Medium-Term Management Plan
and factors such as position and responsibilities as Corporate Executive Officers.

- 47 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE<Attached sheet 2>

April 1, 2024

Mitsubishi Estate Group Corporate Governance System
Meeting of Shareholders
Board of Directors
Cooperate

Audit Committee

Audit

Cooperate

Audit Committee
OfficeDelegate
Authority to
ExecuteBusiness andSupervise

Nominating Committee

Remuneration Committee

President and Chief Executive Officer

Audit

Internal audit

Accounting Auditor

Internal Audit Department

Cooperate

Risk Management &Compliance
Committee

Risk Management &Compliance
Subcommittee

Sustainability
Committee

Corporate Strategy
Committee

Sustainability
Subcommittee

Executive Committee
Group Strategy
Committee
Strategic Investment
Committee

Corporate Executive
Officers

Functional Groups, Business Groups &Corporate Staff Departments- 48 -

[Translation for Reference and Convenience Purposes Only]

Mitsubishi Estate Company, Limited
CORPORATE GOVERNANCE<Attached sheet 3>

June 29, 2016

Internal System for the Timely Disclosure of Corporate Information
Mitsubishi Estate Group
Mission / Code of Corporate Conduct /Guidelines for Conduct
Board of Directors Regulations
Executive Committee Regulations
Ringi Rules

Group Management Rules

Information Disclosure
Regulations

Internal Information
Management Regulations

Mitsubishi Estate

Departments

Departments (Business Groups) in Charge
ReportGatherinformation

Consult / Report

NotifyGroup Companies

ReportGatherinformation

Persons in charge of information disclosure
Corporate Planning Department,
Finance & Accounting Department,
General Affairs Department, etc.
Consult

ReportConfirm

Department in charge of group-wide information gathering and disclosure
Corporate Communications Department
Information Handling Manager
Circulatedocuments

Confirm

Department Responsible
for Issues to be Disclosed

Draft documents

Corporate Officer
in Charge
Determine /Approve

Call ameeting
ifnecessary

Corporate
Communications
Department
Publicize

TDnet
Website, etc.

Investors- 49 -

Management and oversight of the information
disclosure system and its operations (If necessary,deliberates on whether to disclose information)

Information Disclosure Committee(Consists of the general managers of the
Corporate Staff Departments and the executive
officers in charge thereof)

1. The dotted lines represent the rules andregulations that provide for some obligations
including drafting of documents and its
presentation to conference bodies.
2. The bold lines represent the processes of
information gathering (black),
analysis/judgment (blue) and publication (red)relative to the timely disclosure system.