Please note that the following is an unofficial English translation of the Japanese original text of the
Mitsubishi Estate Co., Ltd. Corporate Governance Guidelines. The Company provides thistranslation 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 the Japaneseoriginal, the latter shall prevail.

Mitsubishi Estate Co., Ltd.
CORPORATE GOVERNANCE GUIDELINES
Chapter I
Article 1

General Provisions

PurposeThe 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, andserve as guidelines for the development and promotion of the corporate governance system, which
contributes to the realization of the Mitsubishi Estate Group (the “Group”)’s basic mission and theenhancement of its corporate value on a medium- to long-term basis.
Article 2
1.

2.

Basic Policy

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
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 promotionof the corporate governance system as one of the most important management issues in realizing thisgoal.
In developing and promoting the corporate government system, to bring about greater clarity of roles
and a strengthening of functions in both the supervision of the management and the execution ofbusiness while also fulfilling accountability to our shareholders and other stakeholders, the basic
policy shall work to ensure 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 well as promote clarification of authorities and responsibilities and prompt decision-making
concerning business execution while improving the transparency and objectivity of management as theprimary aim.

Chapter II
Article 4
1.

2.

Board of Directors

Roles of the Board of Directors

The main roles of the Board of Directors shall be to make decisions on both basic management
policy and important business execution and to supervise the performance of duties by Directors andCorporate Executive Officers from the standpoint of greater clarity of roles and a strengthening offunctions in both the supervision of the management and the execution of business.
To appropriately fulfill the roles prescribed in the preceding paragraph, the Board of Directors shallbroadly 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 the Board of Directors Regulations.

- 1 -Article 5
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
appropriate balance 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”).

Article 61.
2.
3.

Composition of the Board of Directors

Chairman of the Board

The Chairman of the Board shall be appointed by resolution of the Board of Directors, in accordancewith the 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 shallserve 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 the Board of Directors, the evaluation of the Board of Directors, and thepromotion of coordination among the Outside Directors, the Corporate Executive Officers andothers.

Article 7

Evaluation of the Board of Directors

Once yearly, the Board of Directors shall conduct an analysis and evaluation of the effectiveness of theentire Board of Directors based on evaluations of the individual Directors, and in addition to disclosing asummary of those results, formulate and implement policies to increase the effectiveness of the Board of
Directors as required.
Article 8
1.

2.

Meetings of only Outside Directors

By exchanging information and sharing understanding on a broad range of matters not limited to theagenda 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
Article 9
1.
2.
3.

2.

Nominating Committee

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 theBoard of Directors.

Article 101.

Nominating, Audit, and Remuneration Committees

Audit Committee

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
the General 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 shall be Outside Directors. Furthermore, Full-time Members of the Audit Committee shall be
appointed from among members of the Audit Committee.

- 2 -

3.

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
1.

2.
3.

Remuneration Committee

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
the Board of Directors.

Chapter IV
Article 12
1.

2.

Directors and Corporate Executive Officers

Process of Nominating the Candidates for Directors

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 suitable means.

Article 13

Concurrent Position of Directors

To ensure the required time for the performance of their duties, Directors of the Company may notconcurrently serve as directors, auditors, or corporate executive officers of more than three (3) listedcompanies in addition to the Company.
Article 14
1.

2.

3.

4.
5.

The appointment of Corporate Executive Officers, and among them, the selection of theRepresentative Corporate Executive Officer and of the President and Chief Executive Officer andCorporate Executive Officers with special titles, and the decisions on the division of duties ofCorporate 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 ofIncorporation, or the Company Code, etc., they shall be dismissed by the Board of Directors
following deliberation by the Nominating Committee.

Article 15
1.

Process of Appointment and Dismissal of Corporate Executive Officers

Succession Plan for the President and Chief Executive Officer

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 nextgeneration management personnel who support sustainable growth of the Company.

- 3 -

2.

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 these details 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. for each Director and Corporate Executive Officer” (Exhibit 3) following deliberation by the
Remuneration Committee.
Article 17
1.

2.

Training for Directors and Corporate Executive Officers

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 andoutside seminars, etc. to conduct periodic training for Inside Directors and Corporate Executive
Officers in relation to laws and regulations, and corporate management.
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 and involve them in inspections of Group-related properties and facilities.

Chapter V
Article 18
1.

2.

3.

4.

2.

Dialogue with Shareholders and Investors

In an appropriate and timely manner, the Company shall disclose useful information to shareholders
and investors that contributes toward their investment decisions and decisions regarding the exerciseof their rights, and actively engage in dialogue with them.
The President and Chief Executive Officer, as well as corporate officers and the department in chargeof engaging in dialogue with and disclosing information to shareholders and investors, shall promotevarious opportunities for dialogue with shareholders and investors, including through General
Meetings of Shareholders, Corporate Results Presentations and meetings with individual investors, incooperation with other corporate officers and departments as necessary.
Information obtained through dialogue with shareholders and investors, as well as opinions andrequests and other information shall be shared with the appropriate corporate officers anddepartments 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
1.

Relationship with Stakeholders

Basic Strategy for Capital Policy

From a medium- to long-term perspective, the Company shall strive to maintain an appropriatebalance between profitability, and capital and debt in order to create a robust, stable and sustainablefinancial bases to support urban development in the Marunouchi area and other business activities
from a medium- to long-term perspective while taking into consideration the risks associated withbusiness activities and capital efficiency 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 of profits by comprehensively considering the performance levels, business environment suchas conditions in the real estate market, and other factors, while taking into account the capitaldemands for developing the Group’s business.
- 4 -Article 20
1.

2.

3.

Cross-Shareholdings

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 usefulin facilitating 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 fundprocurement.
The status of Cross-Shareholdings (including, for important holdings, the status by individual issue)
shall be reported periodically to the Board of Directors, which verifies the significance and therationality of such holdings. Based on such verification, the Company shall consider its response,
including sales, of issues for which 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 value of the investee company and the Company and such factors as the purpose ofshareholding. In particular, the Company 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 allotment of shares or granting of retirement
benefits to retiring corporate officers) or where important concerns relating to corporate governanceare recognized, such as when serious illicit conduct in the investee company is revealed.

Article 21

Related Party Transactions

Competitive transactions or conflict-of-interest transactions by Directors and Corporate Executive Officersof the Company and transactions involving the Company and its major shareholders shall require advanceapproval by the Board of Directors, as well as post-transaction reporting to the Board of Directors
concerning the significance of such transactions.

Chapter VI
Article 22
1.
2.

Revision and Abolishment

Revision and Abolishment

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 ofOutside 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)- 5 -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 and an 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,
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, and have the skills necessary to implement the management strategies, while possessing thequalities and capabilities to contribute to enhancing the Company’s medium- to long-term, sustainablecorporate value, in view of its business characteristics 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 shallbe nominated for their operational and management experience, their application of their experienceand knowledge in specialized fields such as global business and risk management, for having thepersonality and knowledge enabling objective and fair judgments, based on the perspective that theywould contribute to the common interests of the shareholders without bias toward the interest of any
particular party of interest, and for 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.

- 6 -Board of Directors Skill Matrix
In January 2020, the Company formulated its Long-Term Management Plan 2030 based on the Group’s
medium- to 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 notlisted.

- 7 -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 forindependence 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.

- 8 -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 a resolution at the Remuneration Committee which is chaired by an Outside Director andmajority of 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 theCompany is as follows.


The remuneration system shall be the one that is linked with our medium- to long-term
performance targets, 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 andexpectations of shareholders 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 andjudgments at the Remuneration Committee.

(iii) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately
established in consideration of respective functions and roles to be fulfilled for the purpose ofachieving 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 theform of money, and the standards 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,
their remuneration 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 of values 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- tolong-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.

- 9 -