April 23, 2020
To whom it may concern:
Company name: Mitsubishi Estate Co., Ltd.
Representative: Junichi Yoshida,
President and Chief Executive Officer
Securities code: 8802
Contact:
Motohiro Sato,
General Manager of theCorporate Communications Department
Telephone:+81-3-3287-5200

Issue of New Shares as Stock Compensation
Mitsubishi Estate Co., Ltd. (hereafter the “Company”) hereby announces today that, pursuant to thedelegation of authority approved by resolutions of the Board of Directors of the Company, thePresident and Chief Executive Officer of the Company decided to issue new shares as stockcompensation.
1. Overview of the Issuance(1)(2)

Payment DateClass and Numbers ofShares to be Issued

May 22, 2020
154,053 shares of common stock of the Company(3)

Issue Price

1,701 yen per share(4)

Total Issue Price

262,044,153 yen

(5)
(6)

Method of Offering orAllotment
Method of Performanceof Contribution

Allotment of restricted stock
Monetary compensation receivables
15 Representative Corporate Executive Officers(7)

Allottees and Numbers ofAllottees and Shares

88,886 shares
4 Corporate Executive Officers

14,784 shares

13 Group Executive Officers

50,383 shares

2. Purpose and Reasons for the Issuance
The Company decided, at the Remuneration Committee meeting held today, to allot restricted sharesto the Representative Corporate Executive Officers, the Corporate Executive Officers, and the Group
Executive Officers (the “eligible officers”) for the purpose of providing incentives for the eligibleofficers to sustainably increase the Company’s enterprise value and further promote shared valuebetween the eligible officers and shareholders. By considering contributions among the eligible offices
in a comprehensive way, the Company also determined the payment amount of monetarycompensation receivables to be provided to each eligible officer within an amount that are notparticularly favorable to the eligible officers. The President and Chief Executive Officer of theCompany decided to grant restricted shares to the eligible officers by providing monetarycompensation receivables.
Monetary compensation receivables are to be issued under the condition that an Allotment
Agreement for Shares of Restricted Stock (the “Allotment Agreement”) is concluded between theCompany and the eligible officers.
3. Overview of the Allotment Agreement(1) Transfer Restriction PeriodThe eligible officers received restricted shares shall not transfer, create any interest on or otherwise
dispose of restricted shares during the period from the payment due day to June 30, 2023 (theTransfer Restriction Period).
(2) Conditions for Releasing Transfer Restriction
In principle, the Company shall remove, as of the expiration of the relevant Transfer Restriction
Period, transfer restrictions on all of the allotted shares of the eligible officers.
(3) Grounds for the Acquisition without Consideration
In case of certain events applicable to the grounds for the acquisition without considerationprescribed in the Allotment Agreement, the Company will acquire the allotted shares without any
considerations to those eligible officers.
(4) Management of Shares
The eligible officers are required to open accounts in order to keep records of restricted shares in adesignated way at the designated Financial Instruments Business Operators as the Company specifies.
4. Basis of Calculation of the Payment Amount and Specific Details thereof
The issue price shall be 1,701 yen (rounded down to the nearest one (1) yen) which is the Closing
Price at Tokyo Stock Exchange Group, Inc. on the business day immediately before the date on which
the President and Chief Executive Officer made a decision on allotment of restricted shares (April22, 2020). Since the Company’s common stock has been listed already, the Company believes that theissue price reflects the Company’s performance as well as circumstances of stock market demand
under the situation which doesn’t provide any specific reasons for the most recent stock price shouldnot be considered; thus the most reasonable one without any arbitrariness.
End of document