(Translation originally issued in Japanese)

SHARE HANDLING REGULATIONSOFMITSUBISHI ESTATE COMPANY, LIMITEDCHAPTER 1: GENERAL PROVISIONS

Article 1.
1) Various procedures regarding the shares of Mitsubishi Estate Company, Limited (the “Company”) (including
procedures regarding the exercise of shareholders’ rights and the like), shall be governed by these Regulations pursuant to
the Articles of Incorporation of the Company, as well as by the relevant provisions stipulated by Japan Securities
Depository Center, Inc. (the “Center”), which is a book-entry transfer institution, and account management institutions
including securities firms in which the shareholders of the Company have opened their book-entry transfer accounts (the“Securities Firms”).
2) Various procedures regarding special accounts opened under agreements entered into by and between the Company
and a trust and banking company designated by the Company (including procedures regarding the exercise ofshareholders’ rights and the like) shall be governed by the relevant provisions stipulated by the trust and banking
company, as well as by the relevant provisions of these Regulations.

Article 2.
The transfer agent and its handling office of the Company shall be as follows:
Transfer agent:
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Handling office:Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo-1-

Article 3.
1) Any request or notification made pursuant to these Regulations shall be prepared in the form specified by theCompany; provided, however, that this clause shall not apply to cases in which the request or the notification is madethrough the Securities Firms and the Center or through the Securities Firms, as well as the case prescribed in Article 22,
Paragraph 1), of these Regulations.
2) If the request or notification prescribed in the preceding paragraph is submitted by a proxy, a power of attorney, towhich the shareholder has provided a seal beside a name inscription (such power of attorney requiring the entries of thename or designation and the address of the mandatory), shall be submitted. Moreover, if the shareholder needs to obtainthe consent of his/her curator or assistant to submit the request or notification prescribed in the preceding paragraph, theshareholder shall submit a document evidencing the consent of his/her curator or assistant.
3) If the request or notification prescribed in Paragraph 1) is made through the Securities Firms and the Center or throughthe Securities Firms, the Company may handle the request or notification as having been submitted by the shareholder
himself/herself.
4) The Company may request the person who has submitted the request or notification prescribed in Paragraph 1) tosubmit a document evidencing that he/she is a shareholder or a proxy of a shareholder.
5) If the Company requests the document prescribed in the preceding paragraph, the Company shall not accept the request
or notification prescribed in Paragraph 1) unless the document is submitted.

CHAPTER 2: REGISTRATION OR RECORD IN
THE REGISTER OF SHAREHOLDERS, ETC.
Article 4.
1) The Company registers or records entries in the register of shareholders based on the information stated in the notice toall of the shareholders, which the Company has received from the Center.
2) If the Company receives a notice from the Center regarding revisions to the entries in the register of shareholders, suchas changes to the address or the like of the persons registered or recorded in the register of shareholders (the“Shareholders, etc.,”), the Company shall register or record the changes in the register of shareholders in accordance with
the notice.

-2-3) In addition to cases under the two preceding paragraphs, in cases provided for by laws or ordinances such as theissuance of new shares, the Company registers or records entries in the register of shareholders regardless of the noticegiven by the Center.

Article 5.
The register of shareholders of the Company shall be registered or recorded using characters and symbols specified by theCenter.

CHAPTER 3: VARIOUS NOTIFICATIONS, ETC.
Article 6.
1) The Shareholders, etc., of the Company must notify the Company of the names or designations and addresses thereof.
2) The notification prescribed in the preceding paragraph or any change thereto must be notified through the Securities
Firms and the Center in accordance with the relevant provisions stipulated by the Center; provided, however, that thisclause shall not apply to the cases set forth in Article 4, Paragraph 3), of these Regulations.

Article 7.
1) Shareholders, etc., who reside abroad must assign their standing proxies in Japan or designate a location as the location
for receiving notices sent from the Company, and notify the Company of their standing proxies or this location.
2) The standing proxies shall be included in the Shareholders, etc., in Paragraph 1) of the preceding Article.
3) The notification prescribed in Paragraph 1) or any change thereto must be notified through the Securities Firms and theCenter in accordance with the relevant provisions stipulated by the Center; provided, however, that this clause shall not
apply to the cases set forth in Article 4, Paragraph 3), of these Regulations.

Article 8.
1) If shares are owned by a corporation, the corporation shall notify the Company of the name and position of one (1)representative of the corporation.
2) The notification prescribed in the preceding paragraph or any change thereto must be notified through the Securities
Firms and the Center in accordance with the relevant provisions stipulated by the Center; provided, however, that thisclause shall not apply to the cases set forth in Article 4, Paragraph 3), of these Regulations.

-3-3) If shares are owned by an unincorporated association or foundation, the two preceding paragraphs shall apply mutatis
mutandis, and the same notification procedure shall similarly apply to any change thereto.

Article 9.
1) Shareholders who jointly own shares must appoint one (1) representative and notify the Company of the name ordesignation and address of the representative.
2) The notification prescribed in the preceding paragraph or any change thereto must be notified through the Securities
Firms and the Center in accordance with the relevant provisions stipulated by the Center; provided, however, that thisclause shall not apply to the cases set forth in Article 4, Paragraph 3), of these Regulations.

Article 10.
1) A statutory agent such as a person with parental authority or a guardian must notify the Company of its name ordesignation and address.
2) The notification prescribed in the preceding paragraph or any change thereto or cancellation thereof must be notified
through the Securities Firms and the Center in accordance with the relevant provisions stipulated by the Center; provided,
however, that this clause shall not apply to the cases set forth in Article 4, Paragraph 3), of these Regulations.

Article 11.
1) If any notification by a shareholder is submitted to the Company, in addition to the notifications set forth in Articles 6through 10, the notification shall be made through the Securities Firms and the Center or through the Securities Firms
unless any method is otherwise specified by the Company; provided, however, that this clause shall not apply to the cases
set forth in Article 4, Paragraph 3), of these Regulations.
2) Any notification that cannot be received or commissioned by the Securities Firms shall be notified to the transfer agent.

Article 12.
When a request is made for the delivery of paper-based documents for those documents stated as being under the scope ofmeasures for providing information in electronic format, including reference documents for the general meeting ofshareholders, as provided for under Article 325-5, Paragraph (1) of the Company Law (hereinafter “Paper-Based
Document Delivery Request”) or a petition is received contending the scope stipulated under Paragraph (5) of the same
Article, the delivery of such documents shall be by paper-based document; provided, however, that if the Paper-Based-4-

Document Delivery Request is made through Securities Firms or the Center, the decision shall be made in accordancewith the provisions of the Securities Firms, or the Center.

CHAPTER 4: PURCHASE OF SHARES NOT CONSTITUTING A FULL UNIT
Article 13.
In case a shareholder makes a request of the Company to purchase shares not constituting a full unit, a method by which
the request for the purchase reaches, through the Securities Firms and the Center, the handling office of the transfer agent
set forth in Article 2 of these Regulations shall be employed in accordance with the relevant regulations stipulated by theCenter.

Article 14.
1) In case of a request under the preceding Article, the purchase unit price per share of shares not constituting a full unit
shall be the last price of the Company’s stock in trading at the market opened by Tokyo Stock Exchange on the day on
which the request prescribed in the preceding Article reaches the handling office of the transfer agent; provided, however,that the purchase unit price per share shall be the first trading price effected on any day subsequent to such day if there isno trading on that day or that day falls on a holiday of the Tokyo Stock Exchange.
2) The purchase price shall be the product obtained by multiplying the number of shares to be purchased by the purchase
unit price per share prescribed in the preceding paragraph.

Article 15.
1) The Company shall pay proceeds for the purchase to a shareholder who has requested the purchase of shares notconstituting a full unit on the fourth (4th) business day after the day immediately subsequent to the day on which thepurchase price is determined, unless otherwise provided for by the Company.
2) If the purchase price is a price cum rights, such as one relating to the dividends from surplus and/or a stock split, theproceeds for purchase shall be paid by the relevant record date.

Article 16.
The title to the shares not constituting a full unit, for which a request for purchase has been made, shall be transferred tothe account of the Company on the day on which the payment procedure of the proceeds for purchase was completed
pursuant to the preceding Article.
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CHAPTER 5: ADDITIONAL PURCHASE OF
SHARES NOT CONSTITUTING A FULL UNIT
Article 17.
In case a shareholder who own shares not constituting a full unit requests an additional purchase of shares not constituting
a full unit by requesting that the Company sell the number of shares that would constitute one unit together with theshares he/she holds, a method by which the request for the additional purchase reaches, through the Securities Firms andthe Center, the handling office of the transfer agent set forth in Article 2 of these Regulations, shall be employed inaccordance with the relevant regulations stipulated by the Center.

Article 18.
In case the total number of shares in relation to which requests for additional purchase are made in one day exceeds thenumber of the transferable shares of treasury stock held by the Company on that day, the requests for additional purchasemade on that day are ineffective.

Article 19.
1) The unit price per share of shares to be additionally purchased shall be the last price of the Company’s stock in tradingon the Tokyo Stock Exchange on the day on which the relevant request for additional purchase prescribed in Article 17reaches the handling office of the transfer agent; provided, however, that the unit price per share of shares to be
additionally purchased shall be the first trading price effected on any day subsequent to such date if there is no trading onthat day or that day falls on a holiday of the Tokyo Stock Exchange.
2) The price of shares to be additionally purchased shall be the product obtained by multiplying the number of sharessubject to the request for additional purchase by the unit price per share of shares to be additionally purchased prescribedin the preceding paragraph.

Article 20.
1) The Company suspends the acceptance of any requests for additional purchase during the period commencing on the10th business day prior to the dates mentioned below and ending on any of these dates.
(1)

March 31(2)

September 30
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(3)

Other dates on which shareholders are determined

2) In addition to the periods in the preceding paragraph, the acceptance of requests for additional purchase can besuspended if the Company or the Center deems it necessary.

Article 21.
With respect to the shares not constituting a full unit that are additionally purchased in relation to which a request has
been made by a shareholder, a transfer of title corresponding to those shares into the shareholder’s account will be applied
for on the day on which the Company has confirmed a remittance of the proceeds into the bank account designated by theCompany.

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CHAPTER 6: PROCEDURE FOR THE EXERCISE OFMINORITY SHAREHOLDERS’ RIGHTS OR THE LIKE
Article 22.
1) In case minority shareholders’ rights or the like, which are set forth in Article 147, Paragraph 4), of the Law
Concerning Book-Entry Transfer of Corporate Bonds, Stocks, etc. (the “Book-Entry Transfer Law”), are directly
exercised against the Company, they shall be exercised by a written document to which the shareholders’ names and seals
have been affixed, after requesting the Individual Shareholder Notification (as defined in Article 154, Paragraph 3), of theBook-Entry Transfer Law).
2) With respect to the exercise of minority shareholders’ rights prescribed in the preceding paragraph, Paragraphs 2), 4)
and 5) of Article 3 shall be applied.

Article 23.
In case that a shareholder requests the Company to notify shareholders of the summary of a proposal that the shareholder
intends to submit at the next general meeting of shareholders with respect to the purposes of the meeting of shareholders,
if the description with regard to the proposal that the shareholder requests the Company to notify the shareholders exceeds
the volume below, the Company may provide the summary in the Reference Documents for the General Meeting of
Shareholders.
(1)

Reason for the proposal
400 characters in Japanese per proposal(2)

Matters to be described in the Reference Documents for the General Meeting of Shareholders if the proposal
refers to the election of Directors and Independent Accounting Auditors
400 characters in Japanese per candidate (Provided, however, that if the nominee is a candidate for Outside
Director and the volume of information for the matters notified by the proposing shareholder, which fallunder Article 74, Paragraph 4) of the Enforcement Regulations of the Company Law (the “Election Proposal
Reference Information”), regarding each nominee exceeds 400 characters in Japanese, then the number ofcharacters above 400 which is reasonably determined by the Company in view of the content of such
Election Proposal Reference Information, overall volume of relevant information and other factors may beallowed.)-8-

CHAPTER 7: FEES
Article 24.
1) Handling fees for the Company’s shares shall be free of charge.
2) The fees paid by the Shareholders, etc., to the Securities Firms or the Center shall be borne by the Shareholders, etc.

CHAPTER 8: MISCELLANEOUS PROVISIONS
Article 25.
The Company may request that the Center notify all of the shareholders of the Company in accordance with Article 151,
Paragraph 8), of the Book-Entry Transfer Law, if any of the following items occur:(1)

if the Company is required to do so to notify its shareholders in accordance with laws or ordinances, listing rules,
the Company’s Articles of Incorporation and other regulations (the “Laws or Ordinances, etc.”);(2)

if the Company is required to do so to publicly announce or supply government and other public offices or any
stock exchange (financial instruments exchange) with shareholder-related information in accordance with theLaws or Ordinances, etc.;(3)

if the Company intends to take an action for the common benefit of shareholders of the shares transferredthrough the Book-Entry Transfer System such as the implementation of a hospitality program for shareholders;(4)

if the Company is required to do so to avoid the occurrence of delisting, cancellation of a license or any otheradverse situation that threatens to cause damage to the Company or any shareholder;(5)

if the Company intends to provide information or to solicit shareholders, or to confirm information regarding
shareholders or their shareholding status in connection with a tender offer and any other large-scale shareacquisition regarding the Company’s shares or any proposal for such intention (including potential ones; the“Large-Scale Acquisition, etc.”);(6)

if the Company is required to do so to implement, extend, revise, renew, exercise or abolish anti-takeovermeasures of the Company or if the Company intends to provide information with, solicit or confirm the intent of
its shareholders with regard to the anti-takeover measures of the Company;(7)

if the Company is required to do so to appropriately reflect the possibility of a considerable change inshareholders or their shareholding status since the latest notification to all of the shareholders in the register ofshareholders, in view of the trading circumstances of the Company’s shares, fluctuations in the Company’s stock
price in the market, the lapse of time or other factors; or

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(8)

if the Board of Directors of the Company has reasonably judged it necessary to confirm information regarding
shareholders or their shareholding status at a certain date for the sake of the common interests of its shareholders.

Article 26.
The Company may request that the Center or the Securities Firms provide information pursuant to Article 277 of theBook-Entry Transfer Law, if any of the following items occur:(1)

if the consent of the participant is obtained;(2)

if the Company is required to do so to confirm whether self-purporting shareholders are authentic shareholders;(3)

if the Company is required to do so to confirm whether a shareholder satisfies the conditions for exercisingcertain shareholder’s rights;(4)

if the Company is required to do so to publicly announce or supply government and other public offices or any
stock exchange (financial instruments exchange) with shareholder-related information in accordance with theLaws or Ordinances, etc.;(5)

if the Company is required to do so to avoid the occurrence of delisting, cancellation of a license or any otheradverse situation that threatens to cause damage to the Company or any shareholder;(6)

if the Company recognizes the existence of a person who conducts or has the potential to conduct a Large-Scale
Acquisition, etc., of the Company’s shares or the like (including their joint holders and persons having a special
relationship (tokubetsu kankei-sha), as well as persons who are involved in said Large-Scale Acquisition, etc.) or
reasonably surmises such existence and therefore is required to do so to confirm the information regarding thecorresponding persons or their shareholding status;(7)

if the Company is required to do so to confirm the information regarding a shareholder or his/her shareholding
status in the case that the shareholder is likely not to comply with his/her obligations under the Laws or
Ordinances, etc., with regard to holding of the Company’s shares or the like, or in the case that a shareholder islikely to be considered to be associated with antisocial forces;(8)

if the Company recognizes the existence of a shareholder who exercises his/her shareholder’s rights such as arequest (including illegal or improper demands; the “Requests”) to the Company (including those who havemade such Requests in the past or those who have the potential to make such Requests in the future) or
reasonably surmises such existence and therefore is required to do so to confirm the information regarding thecorresponding persons or their shareholding status; or

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(9)

if the Board of Directors of the Company has reasonably judged it necessary to understand for the sake of thecommon interests of its shareholders whether and when the acquisition, holding, transfer or disposition of theCompany’s shares has been conducted by specified shareholders, and other information relating to these actions,or the number of targeted shares and the like.

(Enacted)
November 26, 1951
(Revisions)
April 1, 1955

May 29, 1963

November 27, 1964

April 1, 1967

January 1, 1970

October 1, 1982

December 1, 1991

October 1, 1999

February 14, 2000

July 27, 2000

October 1, 2001

June 27, 2002

April 1, 2003

May 6, 2003

June 29, 2004

October 1, 2005

May 1, 2006

January 5, 2009

January 6, 2010

June 29, 2016

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