[Translation for Reference and Convenience Purposes Only]

Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the 121st Ordinary
General Meeting of Shareholders of Mitsubishi Estate Co., Ltd.
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 the Japanese original, the latter shall prevail.

(Securities Code: 8802)

NOTICE OFCONVOCATION

121

OF THEst
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Time and Date: 10 a.m., Friday, June 26, 2020
Royal Park Hotel, 3F, Royal Hall,
Place:
1-1, Nihonbashi-Kakigara-cho 2-chome,
Chuo-ku, Tokyo
Objectives of the Meeting:
Reports:
1. Reports on Business Report and Consolidated
Financial Statements, as well as Results of the Auditsof the Consolidated Financial Statements by the
Accounting Auditor and Audit Committee for Fiscal
2019 (From April 1, 2019, to March 31, 2020)
2. Reports on Non-consolidated Financial Statements for
Fiscal 2019 (From April 1, 2019, to March 31, 2020)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
Due date of exercising voting rights by mail and via theInternet, etc.
No later than 5:45 p.m. on Thursday, June 25, 2020

Please note that no souvenirs will be provided to theshareholders attending the General Meeting of Shareholders.
We would appreciate your understanding.

In response to the spread of the novel coronavirus
disease (COVID-19), you are strongly
recommended to exercise your voting rights inwriting or via the internet instead. Shareholders
attending this General Meeting of Shareholders inperson are requested to take note of your own
health condition and check the status of infection
on the date of the meeting.
In addition, we plan to take the following measures
to prevent the spread of COVID-19. We appreciate
your kind understanding.
- We ask that you disinfect with an alcohol
disinfectant and wear a face mask before coming
to the reception desk.
- Furthermore, we will take the temperature ofattendees and anyone who is suspected of being
infected by COVID-19 due to symptoms such as
having a fever (37.5 degrees C or above) or coughwill be refused entry.
- We kindly ask that any shareholder who has
returned to Japan within 14 days of the meetingrefrain from attending in person.
- As we will be increasing the space between
shareholders’ seats at the venue, it is possible that
we will not be able to provide sufficient seats, so
we may restrict entry.
- From the viewpoint of shortening the agenda incomparison to previous years, we plan to omit
specific explanations of the Reports (including theaudit report) and Proposals at the meeting. We ask
that you please look over the Notice ofConvocation prior to the meeting.
It is possible that we will change the method of
operation of the General Meeting of Shareholders
due to the situation going forward or requests fromthe government, etc. (including major changes,
such as changing the venue or time and date). We
will announce latest information regarding themethod of operation of the General Meeting of
Shareholders going forward via the website below.
https://www.mec.co.jp/e/investor/stock/shareholde
r/index.html

[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation of Japanese original text of the Noticeof Convocation of the 121st Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd.
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
the Japanese original, the latter shall prevail.
(Securities Code: 8802)
June 4, 2020
Dear Shareholders
Junichi Yoshida
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 121st ORDINARY GENERAL MEETING OF SHAREHOLDERS
We express our sincere sympathy to those affected by the novel coronavirus disease (COVID-19) and hopethat they have a speedy recovery.
The 121st Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd. (the “Company”) will beheld as follows.
The Company strongly asks you to read the attached REFERENCE DOCUMENTS FOR THE
GENERAL MEETING OF SHAREHOLDERS provided below, and exercise your voting rights inadvance in writing (by mail) or by electromagnetic means (the Internet, etc.) by 5:45 p.m., on Thursday,June 25, 2020 to the best of your ability from the perspective of preventing the spread of COVID-19. If
you choose to attend in person, please carefully make that decision upon confirming your own healthcondition and the status of infection on the date of the meeting.
10 a.m., Friday, June 26, 2020
Royal Park Hotel, 3F, Royal Hall,
1-1, Nihonbashi-Kakigara-cho 2-chome, Chuo-ku, Tokyo
3. Objectives of the Meeting:
Reports:
1. Reports on Business Report and Consolidated Financial Statements, as well as
Results of the Audits of the Consolidated Financial Statements by the Accounting
Auditor and Audit Committee for Fiscal 2019 (From April 1, 2019, to March 31,
2020)
2. Reports on Non-consolidated Financial Statements for Fiscal 2019 (From April 1,
2019, to March 31, 2020)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
1. Time and Date:
2. Place:-1-[Translation for Reference and Convenience Purposes Only]
4. Matters regarding the Exercise of Voting Rights:
There are three ways to exercise your voting rights as described below.
Please exercise your voting rights after reading the attached REFERENCE DOCUMENTS FOR THE
GENERAL MEETING OF SHAREHOLDERS provided below.
[By Submitting Voting Rights Exercise Form by Mail]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form,and post it to us without postage stamp.
Exercise Due Date: To be received no later than 5:45 p.m. on Thursday, June 25, 2020
[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page three (3) of this notice, and access our Internet voting website
through a computer or smartphone and enter your approval or disapproval of the proposals.
Exercise Due Date: No later than 5:45 p.m. on Thursday, June 25, 2020
[By Attending the General Meeting of Shareholders]
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Please also bring this notice to the meeting for use as a meeting agenda.
Time and Date: 10 a.m., Friday, June 26, 2020
(1) If you attend the meeting, you do not need to mail the Voting Rights Exercise Form or exercise voting
rights via the Internet, etc.
(2) If any shareholder has exercised his/her voting rights both by the Voting Rights Exercise Form and via theInternet, etc., only the exercise of the voting rights via the Internet, etc., shall be deemed effective. If any
shareholder has exercised his/her voting rights more than once via the Internet, etc., only the final exerciseof the voting rights shall be deemed effective.
(3) If any shareholder wishes to exercise his/her voting rights by proxy, his/her qualified attorney-in-fact shallbe limited to a single shareholder having voting rights under the provisions of Article 18 of the Articles ofIncorporation of the Company, provided, however, that documents certifying the attorney-in-fact’s powerof representation must be submitted.

◎The following materials are posted on the Company’s Website and not attached to this notice in accordancewith the relevant laws and regulations and Article 16 of the Articles of Incorporation of the Company.
1) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”
2) “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements”
Reports and statements subject to audit including the above materials posted on the Company’s Website havebeen audited by the Audit Committee and the Accounting Auditor.
◎If any amendment is made to the REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS, the Business Report, and the Consolidated and/or the Non-consolidated Financial
Statements, the amended information will be disclosed on the Company’s Website.
<<The Company’s Website>>https://www.mec.co.jp/e/investor/stock/shareholder/index.html-2-

[Translation for Reference and Convenience Purposes Only]<Guidance to the Exercise of Voting Rights via the Internet, etc.>
If you wish to exercise voting rights via the Internet, etc., please read carefully the following explanation
before doing so.

QR Code Scanning Method
You can log in to the Web site for the Exercise of Voting Rights without entering the Log-in ID or Temporary
Password which are printed on the Duplicate Voting Rights Exercise Form.
1. Scan the QR code displayed on the enclosed Duplicate Voting Rights Exercise Form (to the right).
* QR code is a registered trademark of DENSO WAVE INCORPORATED.

This completes the log-in.
2. Please follow the instructions on the screen and indicate your approval or disapproval.

You can only log in using the QR code once.
To re-exercise your voting rights, or to exercise your voting rights without using the QR code, please use
the “Log-in ID/Temporary Password Entry Method” listed to the right.
Log-in ID/Temporary Password Entry Method
Web site for the Exercise of Voting Rights: https://evote.tr.mufg.jp/
1. Access the Web site for the Exercise of Voting Rights, and click the “Next” button.
2. Enter the “Log-in ID/ Temporary Password,” which are printed on the enclosed Voting Rights Exercise
Form, and click the “Log-in” button.
This completes the log-in.
3. Please follow the instructions on the screen and indicate your approval or disapproval.

* The Web site for the Exercise of Voting Rights will be unavailable during the hours of 2:00 a.m. to 5:00 a.m.
everyday due to maintenance and inspection.
* If you have exercised your voting rights both by mailing the Voting Rights Exercise Form and via the Internet,
etc., only the exercise of voting rights via the Internet, etc. shall be deemed effective.
* If you have exercised your voting rights more than once via the Internet, etc., only the final exercise of thevoting rights shall be deemed effective.
* The Web site for the Exercise of Voting Rights may be unavailable by certain Internet settings, or by theservice to which you are subscribed or the model of the device you use to access the Web site.
* Any costs including Internet connection fees and communication charges that might be required to access the
Web site for the exercise of voting rights shall be borne by the shareholder.
For Inquiries about the System Environment, etc.
Please use the contact number to the right if you haveany difficulties when voting by the Internet, etc. using
a personal computer or smartphone.

Transfer Agent (“Help Desk”),
Mitsubishi UFJ Trust and Banking Corporation
Toll-Free Call: 0120-173-027
Available from 9:00 a.m. to 9:00 p.m.

<<To Our Institutional Investors>>
You may use the “Electronic Proxy Voting Platform (for Institutional Investors)” operated by ICJ Inc., as amethod of exercising your voting rights for the Company’s General Meetings of Shareholders.

-3-[Translation for Reference and Convenience Purposes Only]
REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS(Contents of Proposals)
Proposals and References
Proposal No. 1: Appropriation of Surplus
We hereby propose to appropriate the surplus as described below.
Fiscal Year-End Dividends
The Company maintains a basic policy for profit distribution of returning appropriate profits based on thecomprehensive consideration of performance level, business environment of real estate markets, etc. and otherfactors, while taking into account the financial requirements for the Marunouchi Redevelopment Project andother future business developments. From such a viewpoint, we hereby propose to distribute a fiscal year-end
dividend as indicated below for the fiscal year ended March 31, 2020.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥18 per share of the Company’s common stock for a total of ¥24,092,947,998
As we paid ¥15 per share as an interim dividend, the annual dividend would be ¥33 per share for the fiscal
year under review, an increase of ¥3 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 29, 2020-4-

[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of Fifteen (15) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this Meeting of Shareholders. The
Company proposes the election of fifteen (15) Directors as nominated by the Nominating Committee.
The candidates for Director are as follows:
Candidate
No.

Name

1

Hirotaka Sugiyama

2

Junichi Yoshida

3

Junichi Tanisawa

4

Tetsuji Arimori

5

Hiroshi Katayama

6

Bunroku Naganuma

7

Jo Kato8

Toru Okusa

9

Tsuyoshi Okamoto

Committee(Note 1)(After Conclusion ofThis Meeting)
Reappointment
Non-executive
Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment–

Chairman of the Board–

Director, Representative Corporate
Executive Officer, President & Chief
Executive Officer–

Director, Representative Corporate
Executive Officer, Deputy President–

Director, Representative Corporate
Executive Officer, Executive Vice
President–

Director, Senior Executive Officer–

Director, Senior Executive Officer

Audit

Non-executive
Reappointment

Current Positions in the Company

Audit

Non-executive
Reappointment

Nominating

OutsideRemuneration

Director
Director

Director

Independent

10

Shin Ebihara

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

11

Tetsuo Narukawa

Audit

Director

OutsideIndependent

12

Masaaki Shirakawa

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

13

Shin Nagase

Audit

Director

OutsideIndependent

14

Setsuko Egami

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

15

Iwao Taka

Audit

Director

OutsideIndependent-5-[Translation for Reference and Convenience Purposes Only]

Candidate No.

1

Hirotaka Sugiyama

Reappointment(July 1, 1949)

Non-executive

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1974
Joined Mitsubishi Estate Co., Ltd.
Apr. 2004
Executive Officer and General Manager, Corporate Planning &Administration Division, Finance & Accounting Dept., Mitsubishi
Estate Co., Ltd.
Apr. 2005
Executive Officer and General Manager, Corporate Planning &Administration Division, General Affairs Dept., Mitsubishi EstateCo., Ltd.
Apr. 2006
Executive Officer and General Manager, General Affairs Dept.,
Mitsubishi Estate Co., Ltd.
Apr. 2007
Jun. 2007
Apr. 2010
Jun. 2010
Apr. 2011
Jun. 2016
Apr. 2017

Number of the shares of theCompany held:
50,991 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
13 years

Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Director and Executive Vice President, Mitsubishi Estate Co., Ltd.
Representative Director, Executive Vice President, Mitsubishi
Estate Co., Ltd.
Representative Director, President and Chief Executive Officer,
Mitsubishi Estate Co., Ltd.
Director, Representative Corporate Executive Officer, President
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
Chairman of the Board, Mitsubishi Estate Co., Ltd. (Current
position)(Significant Positions Concurrently Held)
Chairman, The Association for Real Estate Securitization
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Hirotaka Sugiyama has been in charge of theCompany’s management as Representative Director, President and Chief Executive Officer from April 2011 toJune 2016, and President and Chief Executive Officer from June 2016 to March 2017. Additionally, since April
2017 he has served as Chairman of the Board. The Company has nominated him as a candidate for Director
because he is expected to contribute to enhancing the corporate value of the Group on a medium- to long-termbasis, leveraging management experiences in the Company and extensive knowledge and experience related tothe business of the Group.

-6-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

2

Junichi Yoshida

Reappointment(May 26, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1982
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer and General Manager, Commercial Asset
Company held:
Management Dept., Mitsubishi Estate Co., Ltd.
56,316 shares
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director (Current position) and Senior Executive Officer,
Company’s Director (at theconclusion of this General
Mitsubishi Estate Co., Ltd.
Meeting of Shareholders):
Apr. 2017
Representative Corporate Executive Officer,
4 years
President & Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of theCompany’s management as President and Chief Executive Officer from April 2017. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging management experiences in the Company andextensive knowledge and experience related to the business of the Group.

-7-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

Junichi Tanisawa

Reappointment(January 3, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Apr. 2011
Executive Officer and General Manager, Commercial Asset
Development Dept., Mitsubishi Estate Co., Ltd.
Apr. 2012
Executive Officer and General Manager, Corporate Planning Dept.,
Mitsubishi Estate Co., Ltd.
Apr. 2014

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Jun. 2014

Director (Current position) and Senior Executive Officer,
Mitsubishi Estate Co., Ltd.
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Representative Corporate Executive Officer,
Executive Vice President, Mitsubishi Estate Co., Ltd.
Representative Corporate Executive Officer, Deputy President,
Mitsubishi Estate Co., Ltd. (Current position)

Jun. 2016
Apr. 2017
Apr. 2018

Number of the shares of theCompany held:
40,300 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
6 years(Assignments in the Company)
Assistant to the President; supervising Commercial Property Business Group;
responsible for Commercial Property Business Strategy Dept., Commercial Property
Business Planning Dept., Urban Planning Dept. and Area Management Planning
Dept.
(Significant Positions Concurrently Held)
President, The Council for Area Development and Management of Otemachi,
Marunouchi and Yurakucho
Reasons for Nomination as Candidate for Director
Having experience as General Manager, Officer, etc. of the Commercial Property Business Group and the
Corporate Group of the Company, Junichi Tanisawa is currently engaged in the Company’s management as
Representative Corporate Executive Officer, Deputy President. The Company has nominated him as a candidate
for Director because he is expected to contribute to enhancing the corporate value of the Group on a medium- tolong-term basis, leveraging his management experiences in the Company and extensive knowledge andexperience related to the business of the Group.

-8-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Tetsuji Arimori

Reappointment(June 9, 1957)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1980
Joined Mitsubishi Estate Co., Ltd.
Apr. 2011
Executive Officer, Mitsubishi Estate Co., Ltd. and President(Representative), Mitsubishi Jisho Investment Advisors, Inc.
Apr. 2013
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2016

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Apr. 2017

Representative Corporate Executive Officer,
Executive Vice President, Mitsubishi Estate Co., Ltd. (Current
position)
Director, Mitsubishi Estate Co., Ltd. (Current position)

Jun. 2018

Number of the shares of theCompany held:
31,587 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
2 years(Assignments in the Company)
Responsible for Corporate Planning Dept. and Sustainability Management andPromotion Dept.
Reasons for Nomination as Candidate for Director
Having served as President of the Group company and as the Officer responsible the Business Development,
Client Relations & Solutions Group and the Investment Management Group, Tetsuji Arimori is currently
engaged in primarily corporate planning as the Representative Corporate Executive Officer and Executive Vice
President. The Company has nominated him as a candidate for Director because he is expected to contribute toenhancing the corporate value of the Group on a medium- to long-term basis, leveraging his extensive
knowledge and experience related to the business of the Group.

Candidate No.

5

Hiroshi Katayama

Reappointment(March 2, 1959)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Apr. 2012
Executive Officer, Mitsubishi Estate Co., Ltd. and CEO &President, Japan Real Estate Asset Management Co., Ltd.
Apr. 2016
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2016
Director, Senior Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)

Number of the shares of theCompany held:
29,773 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
4 years(Assignments in the Company)
In charge of Finance & Accounting Dept. and Corporate Communications Dept.
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group of the Company and CEO &President of the Group company, Hiroshi Katayama is currently responsible for finance & accounting as well as
corporate communications as Senior Executive Officer. The Company has nominated him as a candidate for
Director because he is expected to contribute to enhancing the corporate value of the Group on a medium- tolong-term basis, leveraging his extensive knowledge and experience related to the business of the Group.

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

Candidate No.

6

Bunroku Naganuma

Reappointment(September 8, 1962)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1986
Joined Mitsubishi Estate Co., Ltd.
Apr. 2016
Executive Officer and General Manager, Corporate Planning
Dept., Mitsubishi Estate Co., Ltd.
Apr. 2017
Group Executive Officer, Mitsubishi Estate Co., Ltd. andRepresentative Director and Executive Vice President, Mitsubishi
Jisho Sekkei Inc.
Apr. 2019
Senior Executive Officer, Mitsubishi Estate Co., Ltd. (Current
position)
Jun. 2019
Director, Mitsubishi Estate Co., Ltd. (Current position)

Number of the shares of theCompany held:
18,820 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
1 year(Assignments in the Company)
Responsible for Human Resources Dept., General Affairs Dept., Legal &Compliance Dept., Compliance, Risk Management, and Disaster Prevention
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group and the Corporate Group of theCompany and Representative Director of the Group company, Bunroku Naganuma is currently responsible forhuman resources, general affairs, compliance, risk management and others as Senior Executive Officer. The
Company has nominated him as a candidate for Director because he is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

Reappointment

Jo KatoNon-executive(April 14, 1954)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1977
Joined Mitsubishi Estate Co., Ltd.
Apr. 2007
Executive Officer, Mitsubishi Estate Co., Ltd. and President andDirector, Mitsubishi Estate Building Management Co., Ltd.
Apr. 2010
Senior Executive Officer, Mitsubishi Estate Co., Ltd. and President
and Director, Mitsubishi Estate Building Management Co., Ltd.
Apr. 2011
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2011
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2013
Representative Director and Executive Vice President, Mitsubishi
Estate Co., Ltd.
Apr. 2015
Representative Director and Deputy President, Mitsubishi EstateCo., Ltd.
Jun. 2016
Director, Representative Corporate Executive Officer,
Deputy President, Mitsubishi Estate Co., Ltd.
Apr. 2018
Director, Mitsubishi Estate Co., Ltd. (Current position)

Number of the shares of theCompany held:
66,449 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
9 years(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the International Business Group of the Company, President and Directorof the Group company and Officer responsible for departments of the International Business Group and the
Corporate Group of the Company, Jo Kato is currently engaged in the audit of the execution of duties by
Corporate Executive Officers and Directors as a full-time member of the Audit Committee. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging his management experiences in the Company andextensive knowledge and experience related to the business of the Group.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

8

Reappointment

Toru Okusa

Non-executive(June 24, 1955)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1980
Joined Mitsubishi Estate Co., Ltd.
Apr. 2010
Executive Officer and General Manager, Finance & Accounting
Dept., Mitsubishi Estate Co., Ltd.
Apr. 2013
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2013
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)

Number of the shares of theCompany held:
30,505 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
7 years(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer responsible for departments of the Corporate Group of theCompany, Toru Okusa is currently engaged in the audit of the execution of duties by Corporate Executive
Officers and Directors as a full-time member of the Audit Committee. The Company has nominated him as a
candidate for Director because he is expected to contribute to enhancing the corporate value of the Group on a
medium- to long-term basis, leveraging his extensive knowledge and experience related to the business of theGroup.
Reappointment

Candidate No.

9OutsideTsuyoshi Okamoto

Independent(September 23, 1947)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1970
Joined Tokyo Gas Co., Ltd.
Apr. 2010
Representative Director, President, Tokyo Gas Co., Ltd.
Apr. 2014
Director, Chairman of the Board, Tokyo Gas Co., Ltd.
Apr. 2018
Director, Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Jul. 2018
Senior Corporate Advisor, Tokyo Gas Co., Ltd. (Current position)
Jun. 2019
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee (Chairman)
Member of the Remuneration Committee(Significant Positions Concurrently Held)
Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Director, Japan Post Holdings Co., Ltd.
Director, Asahi Kasei Corporation

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
1 yearAttendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 8/8
Nominating Committee: 5/5
Remuneration Committee:
4/4

Reasons for Nomination as Candidate for Outside Director
The Company has nominated Tsuyoshi Okamoto as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his management
experience in an integrated energy company.
- 12 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

10

OutsideShin Ebihara

Independent(February 16, 1948)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1971
Joined the Ministry of Foreign Affairs of Japan
Jan. 2001
Director-General, Treaties Bureau, the Ministry of Foreign Affairsof Japan
Sep. 2002
Director-General, North American Affairs Bureau, the Ministry ofForeign Affairs of Japan
Jan. 2005
Assistant Chief Cabinet Secretary, the Cabinet Secretariat
Mar. 2006
Ambassador Extraordinary and Plenipotentiary to the Republic ofIndonesia
Apr. 2008
Ambassador Extraordinary and Plenipotentiary to the United
KingdomFeb. 2011Retired from the Ministry of Foreign Affairs of Japan
Jun. 2015
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee (Chairman)

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
5 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 10/10
Nominating Committee: 5/5
Remuneration Committee: 6/6(Significant Positions Concurrently Held)
Advisor, Sumitomo Corporation
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Shin Ebihara as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his wealth of international
experience, knowledge, etc. gained through his extensive years as a diplomat. Although he does not haveexperience of being involved in corporate management other than as an outside officer, the Company
determined that he will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

11

Reappointment

Tetsuo Narukawa

OutsideIndependent(April 15, 1949)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1974
Joined The Industrial Bank of Japan, Ltd.
Number of the shares of theDec. 1997
Chairman of the Board of Managing Directors, Industriebank vonCompany held:
Japan (Deutschland) Aktiengesellschaft, IBJ (Germany)— shares
Apr. 2004
Executive Managing Director, Mizuho Bank, Ltd.
Term of office served as
Apr. 2006
Senior Managing Executive Officer and COO of Corporate
the Company’s Outside
Planning & Management Division, Kowa Real Estate Co., Ltd.
Director (at the conclusion ofthis General Meeting ofApr. 2010
President, Kowa Real Estate Co., Ltd.
Shareholders):
Oct. 2012
President & CEO, Nippon Steel Kowa Real Estate Co., Ltd.
2 years
Jun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
2019):
Jun. 2016
Executive Advisor, Nippon Steel Kowa Real Estate Co., Ltd.
Board of Directors: 10/10
Apr. 2017Retired from the position of Executive Advisor, Nippon Steel
Audit Committee: 12/12
Kowa Real Estate Co., Ltd.
Remuneration Committee: 2/2
Jun. 2018
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee (Chairman)(Significant Positions Concurrently Held)
Director, Nippon Soda Co., Ltd.
Director, Okasan Securities Co., Ltd.
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Tetsuo Narukawa as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his international
experience as well as management experience in financial institutions and real estate companies.

- 14 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

12

Masaaki Shirakawa(September 27, 1949)

OutsideIndependent
Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1972
Joined Bank of Japan
Jul. 2002
Executive Director, Bank of Japan
Jul. 2006
Professor, Kyoto University School of GovernmentMar. 2008
Deputy Governor, Bank of Japan
Apr. 2008
Governor, Bank of Japan
Mar. 2013
Retired from Bank of Japan
Jun. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
4 years(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee

Attendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 9/10
(Significant Positions Concurrently Held)
Nominating Committee: 5/5
Distinguished Guest Professor, School of International Politics, Economics & Remuneration Committee: 6/6

Communication, Aoyama Gakuin University
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Masaaki Shirakawa as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his knowledge on financeand economy, etc. gained through his experience in a central bank. Although he does not have experience ofbeing involved in corporate management other than as an outside officer, the Company determined that he will
be able to carry out the duties of an Outside Director appropriately for the aforementioned reason.

- 15 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

13

Reappointment

Shin Nagase

OutsideIndependent(March 13, 1950)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1972
Joined All Nippon Airways Co., Ltd.
Apr. 2009
Member of the Board of Directors and Senior Executive Vice
President, All Nippon Airways Co., Ltd.
Apr. 2012
President, CEO, ANA Strategic Research Institute Co., Ltd.
Apr. 2016
Senior Advisor, ANA HOLDINGS INC.
Jun. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)
Mar. 2017Retired from Senior Advisor, ANA HOLDINGS INC.
(Assignments in the Company)
Member of the Audit Committee

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
4 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 10/10
Audit Committee: 15/15(Significant Positions Concurrently Held)
Director, HAPPINET CORPORATION
Director, TOSHIBA TEC CORPORATION
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Shin Nagase as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his management
experience in an airline company.

- 16 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

14

Reappointment

Setsuko Egami

Outside(July 16, 1950)(Name as shown on the family register:Setsuko Kusumoto)

Independent
Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1983
Editor-in-Chief of “Travaille” magazine, Japan Recruit Center
Dec. 2001
Director, Frontier Service Development Laboratory, East Japan
Railway Company
Apr. 2009
Professor, Graduate School of Humanities, Musashi University(Current position)
Professor, Faculty of Sociology, Musashi University (Current
position)
Apr. 2012
Dean, Faculty of Sociology, Musashi University
Jun. 2015
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
5 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 10/10
Nominating Committee: 5/5
Remuneration Committee: 6/6(Significant Positions Concurrently Held)
Professor, Graduate School of Humanities, Musashi University
Professor, Faculty of Sociology, Musashi University
Director, MITSUBISHI MOTORS CORPORATION
Director, Resona Holdings, Inc. (scheduled to assume the position in Jun. 2020)
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Setsuko Egami as a candidate for Outside Director because she is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging her abundant knowledgeof corporate strategy, marketing strategy, human resources development, etc. Although she does not haveexperience of being involved in corporate management other than as an outside officer, the Company
determined that she will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

- 17 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

15

Reappointment

Iwao Taka

Outside(March 10, 1956)

Independent
Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1994
Full-Time Lecturer, Faculty of International Economics, Reitaku
University
Apr. 2001
Professor, Faculty of International Economics (currently Faculty of
Economics and Business Administration), Reitaku University(Current position)
Apr. 2002
Professor, School of International Economics (currently School of
Economics and Business Administration), Chikuro Hiroike Schoolof Graduate Studies, Reitaku University (Current position)
Apr. 2009
Dean, Faculty of Economics and Business Administration, Reitaku
University
Jun. 2015
Statutory Auditor, Mitsubishi Estate Co., Ltd.
Jun. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
4 years(Note 2)
Attendance to the meetings ofthe Board of Directors (Fiscal
2019):
Board of Directors: 10/10
Audit Committee: 14/15(Significant Positions Concurrently Held)
Professor, School of Economics and Business Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku University
Professor, Faculty of Economics and Business Administration, Reitaku University
Director, The Shoko Chukin Bank, Ltd.
Director, ASKUL Corporation
Audit and Supervisory Board Member, The Dai-ichi Life Insurance Company,
Limited (scheduled to assume the position in Jun. 2020)
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Iwao Taka as a candidate for Outside Director because he is expected to contributeto enhancing the corporate value of the Group on a medium- to long-term basis through the execution of thesupervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his extensive knowledge
regarding business ethics, compliance, etc. Although he does not have experience of being involved in corporate
management other than as an outside officer, the Company determined that he will be able to carry out theduties of an Outside Director appropriately for the aforementioned reason.

- 18 -

[Translation for Reference and Convenience Purposes Only]
Notes:
1. If this proposal is approved and adopted, the members of the Nominating Committee, Audit Committee andRemuneration Committee, and Chairman will be as follows:
Nominating Committee:
Tsuyoshi Okamoto (Chairman), Shin Ebihara, Masaaki Shirakawa and Setsuko Egami
Audit Committee:
Tetsuo Narukawa (Chairman), Jo Kato, Toru Okusa, Shin Nagase and Iwao Taka
Remuneration Committee

2.
3.
4.
5.

6.

7.

8.

9.

:
Shin Ebihara (Chairman), Tsuyoshi Okamoto, Masaaki Shirakawa and Setsuko Egami
Iwao Taka had served as an Outside Statutory Auditor of the Company during the period from June 2015 toJune 2016, and his term of office as outside officer including that as Outside Statutory Auditor will be five(5) years as of the conclusion of this 121st Ordinary General Meeting of Shareholders.
There is no special interest between any of the candidates and the Company.
Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and
Iwao Taka are Candidates for Outside Directors as stipulated in Article 2, paragraph (3), item (vii), of theRegulation for Enforcement of the Companies Act.
Outline of the liability limit agreements entered into with Candidates for Outside Directors is as follows:
The Company has entered into agreements, in accordance with Article 427, paragraph (1) of the Companies Act,with the seven (7) Outside Directors currently in office (Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa,
Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities to compensate
damages under Article 423, paragraph (1) of the Companies Act. The 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 in the relevant laws and regulations, whichever is higher. If the appointment of these seven(7) candidates is approved, the Company intends to continue the above liability limit agreements.
Tokyo Gas Co., Ltd., at which Tsuyoshi Okamoto served as Director until June 2018, received a cease anddesist order from the Consumer Affairs Agency in July 2017. The order was issued because a leaflet for an
event held in November 2016 contained misleading representation of advantages prohibited under the Act
against Unjustifiable Premiums and Misleading Representations.
Japan Post Holdings Co., Ltd., at which Tsuyoshi Okamoto serves as Outside Director, received anadministrative disposition in accordance with the Act on Japan Post Holdings Co., Ltd. and the same inaccordance with the Insurance Business Act in December 2019 concerning numerous cases of impropersolicitation actions regarding insurance products of JAPAN POST INSURANCE Co., Ltd. carried out by
JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd., subsidiaries of Japan Post Holdings Co., Ltd.
Although Tsuyoshi Okamoto had not been aware of the fact until such case came to light, he has constantly
called attention to the importance of group governance in such occasions as the Board of Directors meetings.
After the discovery of such case, he has fulfilled the duties by, for example, investigating the factual
information, advising on the implementation of measures to prevent recurrence, etc., when and as necessary.
Yusen Logistics Co., Ltd., at which Setsuko Egami served as Outside Auditor until June 2018, received anadministrative disposition in the Customs Act in January 2017 and the same in the Customs Brokerage Act inMarch of the same year. Although Setsuko Egami had not been aware of the fact until such contravening
operation was discovered, she has constantly called attention to the importance of compliance in suchoccasions as the Board of Directors meetings. After the discovery of the contravention, she has fulfilled theduties by, for example, investigating the factual information, advising on the implementation of measures toprevent recurrence, etc., when and as necessary.
MITSUBISHI MOTORS CORPORATION, at which Setsuko Egami serves as Outside Director, had its
certification for the technical intern training plan revoked and received an order for improvement in January
2019 under the Act on Proper Technical Intern Training and Protection of Technical Intern Trainees for not
giving technical training to some of the foreign technical interns at its Okazaki Plant in accordance with thetechnical training plan certified by the Organization for Technical Intern Training. Although Setsuko Egami
had not been aware of the fact until such contravening operation was discovered, she has constantly called
attention to the importance of compliance in such occasions as the Board of Directors meetings. After the
discovery of the contravention, she has fulfilled the duties by, for example, investigating the factual
information, advising on the implementation of measures to prevent recurrence, etc., when and as necessary.

- 19 -

[Translation for Reference and Convenience Purposes Only]
10. The Company has appointed seven (7) Outside Directors currently in office (Tsuyoshi Okamoto, Shin
Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) as Independent
Director/Auditor and notified such designation to the Tokyo Stock Exchange and other exchanges inaccordance with the rules of Tokyo Stock Exchange, Inc., and other exchanges. If the seven (7) candidates
are appointed, the Company intends to continue their appointment as Independent Director.

(For Reference: Appointment Standards for Candidates for Directors and Standards for the
Independence of Outside Directors)[Appointment Standards for Candidates for Directors]
1. Purpose
These Standards shall establish standards for the nomination of candidates for Directors by the Nomination
Committee.
2. Candidates for Directors
The candidates for Directors shall fulfill 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 thequalities and capabilities to contribute to enhancing the medium- to long-term sustainable corporate value, inview 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 corporate officers in charge of the Company’s business group or corporate officers incharge of corporate 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, finance and risk management, for having thepersonality and knowledge 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 particularparty 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.
[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 provided
professional services to the Company and received compensation from the Company exceeding ¥10
million in the most recent fiscal year.

- 20 -

[Translation for Reference and Convenience Purposes Only]

Attached Documents
Business Report(April 1, 2019, through March 31, 2020)
I. Current Situation of the Mitsubishi Estate Group
1. Progress and Results of Operations
In a broad range of business fields including its building business centered on the leasing ofCompany-owned buildings, the lifestyle property business centered on the development and leasing ofcommercial complexes and logistics facilities, the residential business centered on the sale ofcondominiums and single-unit houses, the international business, the investment management business,the hotel & airport business, architectural design & engineering, and real estate services, the Mitsubishi
Estate Group (the “Group”) has strived for the businesses while monitoring changes in the businessenvironment surrounding these markets and our businesses.
Revenue from operations for the consolidated fiscal year ended March 31, 2020, increased by ¥38,912
million from the previous fiscal year to ¥1,302,196 million mainly due to increased revenue and profit
from the building business, the lifestyle property business and the international business. Operating
income increased by ¥11,590 million from the previous fiscal year to ¥240,768 million while profit before
taxes and special items increased by ¥12,985 million from the previous fiscal year to ¥219,572 million.
As to extraordinary gain and loss, extraordinary gain of ¥26,251 million was recorded mainly due togain on amortization of negative goodwill, whereas extraordinary loss of ¥21,874 million was posted
mainly due to impairment loss.
As a consequence, profit attributable to owners of parent amounted to ¥148,451 million, an increase of¥13,843 million from the previous fiscal year.
Status of Revenue from Operations
Building Business
Lifestyle Property BusinessResidential Business
International Business
Investment Management
Business
Hotel & Airport BusinessArchitectural Design &Engineering
Real Estate Services
Other
Eliminations
Total

Revenue from Operations(Millions of yen)
565,501
127,205
389,008
130,718

Composition ratio
(%)
42.3
9.5
29.1
9.8

21,316

1.6

36,438

2.7

21,5891.6

35,5408,622(33,745)
1,302,196

2.7
0.7(Note) Composition ratios are based on values before adjustments such as intersegmental elimination.

Building Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥565,501 million (Up 6.7% year on year)
Development, leasing and management of office buildings
Parking lot operation
District heating and cooling business

The Link Square Shinjuku (Shibuya-ku, Tokyo), a large-scale redevelopment project that had been underdevelopment and is directly connected to the JR Shinjuku station deck, was completed by the Company inAugust 2019. Also, the CO･MO･RE YOTSUYA (Shinjuku-ku, Tokyo) a large-scale redevelopment
project with a site area of around 2.4 hectares, which is a new landmark of Yotsuya district consisting ofcommercial, residential, educational and public facilities in addition to a large office building withsophisticated specifications, was completed in January 2020. Furthermore, three (3) properties of
CIRCLES, a series of compact office buildings designed for growth companies that have outgrown their- 21 -

[Translation for Reference and Convenience Purposes Only]
small offices such as shared offices, were completed to improve productivity and comfortability byworking together.
Regarding the Group companies, the building rental revenue of Sunshine City Corporation and revenue
from the building operation, management and consignment, etc., of Mitsubishi Jisho Property
Management Co., Ltd. contributed to segment revenue.
Progress of Marunouchi Redevelopment Project
We position urban development around the Otemachi, Marunouchi and Yurakucho areas after 2020 as the
Marunouchi NEXT Stage, focusing on the improvements in the Yurakucho and Tokiwabashi areas. We
also promote urban development based on the Marunouchi Re-design to improve individual quality of lifeand discover and solve social issues through innovation and strengthening of digital infrastructure.
Currently, for the reconstruction of the Yurakucho area, we have developed a leading project, the MicroSTARs Dev., with the aim of creating a location and system that allow creative people to gather and use
their skills. Also, in the Tokyo Tokiwabashi Project, a large-scale redevelopment project with the largest
site area around the Tokyo Station, we plan to develop four (4) buildings in stages over the plan period of
more than 10 years. In addition to the construction of a 210-meter-high Building A, the construction of a
390-meter-high Building B, which is expected to become a landmark for Tokyo, is progressing well.
Furthermore, the new construction for the Marunouchi 1-3 Project (tentative name) is under way, to befollowed by the Otemachi Building Renovation Project and the Uchikanda 1-chome Project (tentativename).

Lifestyle Property Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥127,205 million (Up 19.8% year on year)
Development, leasing and management of commercial complexes andlogistics facilities, etc.

Commercial complexes, the Corowa Koshien (Nishinomiya-shi, Hyogo) and the MARK IS Fukuoka
Momochi (Fukuoka-shi), both of which opened in the previous fiscal year, were operated throughout theyear and contributed to the revenue of the Company. Logistics facilities, Logicross Yokohama Kohoku(Yokohama-shi) and Logicross AtsugiⅡ (Atsugi-shi, Kanagawa) were completed in June and July 2019,respectively. We also decided to develop five (5) new Logicross buildings in the Tokyo metropolitan areaand started construction on two (2) of them. Regarding the Group companies, building rental revenue ofMitsubishi Estate·Simon Co., Ltd., which started operation of the 4th expanded area of the TOSUPREMIUM OUTLETS® in November 2019, contributed to segment revenue.
Residential Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥389,008 million (Down 7.4% year on year)
Development, sale, leasing, management and renovation of condominiums
and single-unit houses, etc.
Consignment in sales of real estate
Development of new towns
Operation of leisure facilities
Design and contract construction of custom-built houses

Mitsubishi Estate Residence Co., Ltd. recorded revenue from sales of condominium complexes such as
the Parkhouse Shibuya Nanpeidai (Shibuya-ku, Tokyo), the Parkhouse Takanawa Fort (Minato-ku,
Tokyo) and the Parkhouse Kobe Tower (Kobe-shi). Segment revenue also included condominium
management consignment revenue from Mitsubishi Jisho Community Co., Ltd. and revenue from thecustom-built housing business at Mitsubishi Estate Home Co., Ltd.

- 22 -

[Translation for Reference and Convenience Purposes Only]
International Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥130,718 million (Up 59.7% year on year)
Overseas real estate development, leasing and management

The Company participated in the office development project, One City Centre, in Bangkok, Thailand as
well as the office development project, Savya Financial Center North Tower, and the condominium
development project, Taft Project, in Metro Manila, Philippines. We are also proceeding with adevelopment plan for the skyscraper office building, 8 Bishopsgate (Tentative name), in London, U.K.
and started sales of the condominium, Rose Hill, under development in New York, U.S.
Another initiative for the expansion of our Asian business includes the launch of the local subsidiaries in
Jakarta, Indonesia in April 2019 and in Ho Chi Minh City, Vietnam in July 2019.
Investment Management Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥21,316 million (Down 57.0% year on year)
Real estate investment management

Revenues primarily from fees pertaining to real estate investment management contributed to the segment
revenue. Mitsubishi Jisho Investment Advisors, Inc. (asset manager of Nippon Open Ended Real Estate
Investment Corporation, Mitsubishi Estate Logistics REIT Investment Corporation and others), Japan
Real Estate Asset Management Co., Ltd. (asset manager of Japan Real Estate Investment Corporation) as
well as TA Realty LLC (U.S.) and their respective local subsidiaries located in mainly U.K. and Singapore
expanded their asset under management both in Japan and overseas.
Hotel & Airport Business
Revenue from Operations:
Scope of Main Businesses:

Total ¥36,438 million (Down 17.5% year on year)
Development and operation of hotels
Operation of airport facilities

In the hotel business, Royal Park Hotels and Resorts Company, Limited promoted its brands of Royal
Park Hotels including the opening of the Royal Park Hotel Iconic Osaka Midosuji in March 2020. In the
airport business, Hokkaido Airports Co., Ltd., to which we contribute equity capital, acquired theoperating right associated with the Project Agreement for the Airport Operation of the Seven Airports in
Hokkaido in October 2019 and started operation of terminal building facilities in January 2020.
Architectural Design & Engineering
Revenue from Operations:
Scope of Main Businesses:

Total ¥21,589 million (Down 12.5% year on year)
Design and project supervision of buildings, civil engineering and interiorInterior finishing services, etc.

Revenue from operations in this segment comprised sales from the architectural design & engineering
operations and consulting businesses of Mitsubishi Jisho Sekkei Inc. in relation to office buildings,
complex facilities, and renovations. In addition, MEC Design International Corporation recorded revenue
from interior design and interior finishing contracts for offices, hotels, commercial complexes, and otherbuildings.
Real Estate Services
Revenue from Operations: Total ¥35,540 million (Up 5.8% year on year)
Scope of Main Businesses: Brokerage, management, rental/leasing and appraisal of real estate
Real estate–related general consulting

We strove to strengthen our services, expand operational scale and reinforce earning capability, in the
distribution business, lease business, parking business and appraisal business at Mitsubishi Real Estate
Services Co., Ltd.
- 23 -

[Translation for Reference and Convenience Purposes Only][Operating Results by Business Segment](Millions of yen)
Business Segment

2019/3 Results
Revenue fromOperatingOperations
Income2020/3 Results
Revenue fromOperatingOperations
IncomeBuilding Business

529,695

147,691

565,501

152,886

Lifestyle Property Business

106,182

32,560127,205

35,741

Residential Business

420,405

30,428389,008

25,946

International Business

81,84426,927130,718

44,544

Investment Management Business

49,5889,231

21,316

4,467

Hotel & Airport Business

44,171

2,371

36,438(2,998)Architectural Design & Engineering

24,671

2,021

21,5891,268

Real Estate Services

33,586

2,603

35,540

1,139

Other

8,106

(196)

8,622

199

(34,969)(24,459)(33,745)(22,426)

1,263,283

229,178

1,302,196

240,768

Eliminations
Total- 24 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Assets and Profit and Loss in the Last Three (3) Fiscal Years
2017/3 Results(April 2016
through March2017)2018/3 Results(April 2017
through March2018)2019/3 Results(April 2018
through March
2019)(Millions of yen)
2020/3 Results(April 2019
through March
2020)

1,125,405

1,194,049

1,263,283

1,302,196

192,495

213,047

229,178

240,768

169,851

190,506

206,587

219,572

102,681

120,443

134,608

148,451

74.00

86.78

96.97

108.64

Total Assets

5,484,115

5,801,450

5,774,193

5,858,236

Net Assets

1,767,460

1,879,088

1,957,105

1,941,206

Net Assets per Share (Yen)

1,147.80

1,223.58

1,275.54

1,295.83

Category
Revenue from Operations
Operating Income
Profit Before Taxes andSpecial Items
Profit attributable to
Owners of Parent
Earnings per Share (Yen)

Note: The “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ Statement No. 28,
February 16, 2018) and relevant guidances have been applied from the beginning of the fiscal year ended
March 31, 2019, and the figure for total assets for 2018/3 Results is the figure after these accounting
standards have been applied retroactively.

- 25 -

[Translation for Reference and Convenience Purposes Only]
3. Tasks Ahead for the Corporate Group
The Mitsubishi Estate Group formulated the Medium-Term Management Plan (FY2017 to FY2019) inview of the accelerated occurrence of significant changes in the social and economic environment surrounding
its business due to changes in the social structure, advancement in technology, etc. We achieved all its
quantitative targets set by the Plan while making good progress on our capital policies and corporate
governance and achieving steady growth.
Based on this progress, the Group formulated the Long-Term Management Plan 2030, which started fromFY 2020, to provide stakeholders with value on a more sustainable and long-term basis in the future, and willpractice management based on both strategies for increasing social value and strategies for increasing
shareholder value.
In strategies for increasing social value, the Group established “Mitsubishi Estate Group’s Sustainable
Development Goals 2030” for achieving a sustainable society based on the specified material issues in light ofenvironmental changes surrounding the Group, striving to realize ESG targets and provide greater value
through our business to all stakeholders including visitors and employees.
In strategies for increasing shareholder value, the Group will harness its strengths in “Long-term view on
Urban Development” and “Forward-looking DNA” and its “Extensive user reach” and “abundant real estate
asset touchpoints” and aim for the realization of growth in the three business domains: “Domestic AssetBusiness,” “International Asset Business” and “Non-asset Business.” In addition, we will aim to transform thebusiness portfolio, making it more efficient and resilient to changes in market conditions by expanding
revenue via mainly market-resilient “Non-asset Business” in combination with flexible capital policy.
While leveraging synergies between these strategies: increasing social value and increasing shareholder
value, we will aim to realize the Group’s basic mission and sustainable growth.
Due to the spread of COVID-19, there has been a certain impact on performance associated withinitiatives related to voluntarily refraining from operating, etc. mainly in commercial facilities and hotels,
and it is necessary to continue to closely observe the situation going forward.
The Group will continue to make group-wide efforts to meet the expectations of its shareholders. This isunder the fundamental mission of “contributing to society through urban development.” We look forward to
our shareholders’ continued support and cooperation.

- 26 -

[Translation for Reference and Convenience Purposes Only]
Overview of Long-Term Management Plan 2030
1. Management Plan: Objective
Mitsubishi Estate Group’s Mission:
Creation of a truly meaningful society through urban development
A pair of driving wheels

Fundamental Approach
Increasing
Social value

Create value for every
stakeholder including
visitors and employees

Fundamental Approach

Increasing
Shareholder
valueTransformational improvements
to the business portfolio's
efficiency and market resilience

Synergy

Realize our mission and sustainable growthby increasing both social value and shareholder value

2. ESG Initiatives
Mitsubishi
Estate Group’s
MissionCreation of a truly meaningful society through urban development

Establish key themes and KPIs for the 2030s
Mitsubishi Estate Group Sustainable Development Goals 2030
Key Themes

1. Environment

2. Diversity & Inclusion

3. Innovation

4. Resilience

Environment

SocialGovernanceProtecting the environment

Human resource and resilience

Corporate governance system

ESG value-creation initiatives through business

Value
Propositions

Sustainability

Quality Of Life

Social issue solutions

Innovative services & experiences- 27 -

[Translation for Reference and Convenience Purposes Only]
3. Strengths and Growth Strategy“Long-term view on Urban Development” and “Forward-looking DNA”
“Extensive user reach” and “Abundant real estate asset touchpoints”

Strengths

Leverageexisting strengths

1. Domestic Asset Business

Grow international
business

Adapt to a changing future

2. International Asset Business3. Non-asset Business

Build a more efficient and market-resilient business portfolio
Goal

Improve ROA and ROE by expanding revenue via mainly market-resilient non-asset
business in combination with flexible capital policy.

4. Quantitative Target – 2030 Target
Quantitative Target for 2030
ROA*1

ROE

EPS

5%

10%

¥200

Shareholder Return

Financial Stability

Key Assumptions
Profit GrowthBusiness Profit*2¥350.0 - 400.0 billion[Current framework]
Payout ratio: Approx. 30%+
Share buybacks(when determined to be
optimal use of funds)

Maintain current level ofcredit ratings

Will adjust to business conditions*1 ROA = Business Profit*2 / Total assets (average of opening/closing balances)*2 Business Profit = Operating Income + Equity in earnings (loss) unconsolidated subsidiaries and affiliates- 28 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the consolidated fiscal year under review, total capital expenditures of ¥331.8 billion were made mainly forthe new construction of the Tokyo Tokiwabashi Project and the CO･MO･RE YOTSUYA, as well as theacquisition of buildings including the 60-72 Upper Ground.
(Millions of yen)
2017/3
2018/3
2019/32020/3
Capital Expenditures
275,372
289,570
285,089
331,857
5. Situation of Financing
Category

Beginning BalanceEnding Balance

Short-Term Borrowings and1,506,088
1,550,764
Long-Term Debt
Commercial Papers―
50,000
Corporate Bonds
808,916
827,134
Total
2,315,005
2,427,898
Note: Corporate bonds above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease
44,67550,00018,217
112,892

With respect to corporate bonds, the Company issued unsecured bonds of ¥15.0 billion in April 2019, ¥5.2
billion in June 2019, ¥2.9 billion in July 2019 and ¥70.0 billion in August 2019.
6. Situation of Major Lenders (As of March 31, 2020)(Millions of yen)
Balance of Borrowings

Name of Lender
MUFG Bank, Ltd.
Meiji Yasuda Life Insurance Company
The Norinchukin Bank

338,42090,85478,022

7. Situation of Important Business Reorganization, etc.
(1) Situation of Business Transfer, Absorption-type Company Split or Incorporation-type Company Split
With an aim to strengthen its parking lot operation business, Mitsubishi Real Estate Service Co., Ltd.,the Company’s subsidiary, implemented an absorption-type company split as a split company with
Parking Management Organization Ltd., a subsidiary of Mitsubishi Real Estate Service Co., Ltd., as a
successor company effective as of April 1, 2020. As a result, the parking lot operation business of
Mitsubishi Real Estate Service Co., Ltd. was succeeded to Parking Management Organization Ltd.
Parking Management Organization, Ltd. was renamed as Mitsubishi Estate Parks Co., Ltd. effective asof the same date.
(2) Situation of Acceptance of Other Company’s BusinessNot applicable(3) Situation of Assumption of Rights and/or Liabilities regarding Businesses of Other Legal Entities, etc.,
due to Absorption-type Merger or Absorption-type Company Split
Royal Park Hotels and Resorts Company, Limited, the Company’s subsidiary, plans to expand as a hotel
chain, and implemented an absorption-type merger as a surviving company with Yokohama
Royal Park Hotel Co., Ltd., its subsidiary, as an absorbed company as of April 1, 2020.
(4) Situation of Acquisition or Disposition of Shares or Other Equity Interests or Stock Acquisition Rights
Issued by Other Corporations
Not applicable(5) Situation of Other Important Business Reorganization, etc.
Not applicable- 29 -

[Translation for Reference and Convenience Purposes Only]
8. Situation of Material Subsidiaries(1) Situation of Material Subsidiaries
The Company’s
Paid-in Capital
Investment Ratio
Main Businesses(Millions of yen)
Note 1 (%)
Mitsubishi Estate Residence
15,000100.00
Sales, rental/lease andCo., Ltd.
consignment in sales of real
properties
Mitsubishi Real Estate
2,400
100.00Brokerage, management,
Services Co., Ltd.
rental/lease and appraisal of real
properties and real estate–related
general consulting
Mitsubishi Estate Home Co.,
450
100.00Design and contract construction
Ltd.
of custom-built houses
Mitsubishi Jisho Property
300
100.00Operation and management ofManagement Co., Ltd.
buildings owned by the Company,
etc.
Mitsubishi Jisho Sekkei Inc.
300
100.00Design and supervision ofarchitecture and civil engineering
Royal Park Hotels and100
100.00Management of Royal Park Hotels
Resorts Co., Ltd.
Mitsubishi Jisho Community
100
71.47
General management ofCo., Ltd.
condominiums and buildings
Marunouchi Heat Supply
2,775
65.59
Supply of heat and cooling toCo., Ltd. Note 2
Marunouchi, Yurakucho,
Otemachi, Uchisaiwaicho andAoyama districts
Sunshine City Corporation
19,20063.20
Management of Sunshine City andothersMitsubishi Estate·Simon
249
60.00
Management of Premium Outlets®
Co., Ltd.
Tokyo Ryutsu Center Inc.
4,000
58.02
Rental/lease, operation andNote 3management of logistics facilities
and office buildings
MEC Group International,
US$1,640
100.00Real estate business in the United
Inc. (a U.S. corporation)
thousandStates and other countries
Note 4100.00Real estate business in the United
Mitsubishi Estate EuropeUK￡487,462
Kingdom and other countries
Ltd.
thousand(a U.K. corporation)
S$392,644
100.00Real estate business in Asia
Mitsubishi Estate Asia Pte.
thousandLtd.
(a Singapore corporation)
Company Name

Notes:
1. The Company’s investment ratio (%) above is calculated including investments through its
subsidiaries, etc.
2. The Company additionally acquired shares of Marunouchi Heat Supply Co., Ltd. in February 2020.
3. The Company additionally acquired shares of Tokyo Ryutsu Center Inc. in December 2019.
4. MEC Group International Inc. changed its trade name from Rockefeller Group, Inc. as of January 1,
2020.
(2) Situation of Specified Wholly-Owned Subsidiaries
Not applicable- 30 -

[Translation for Reference and Convenience Purposes Only](3) Results of Corporate Affiliations
The Company’s consolidated subsidiaries totaled two hundred and forty-one (241), and one hundred andtwenty (120) companies were accounted for by the equity method.
The results of corporate affiliations during the consolidated fiscal year under review are as stated in
the aforementioned “1. Progress and Results of Operations.”
9. Main Offices, etc. (As of March 31, 2020)(1) The Company* Head Office: 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo* Branches:
Hokkaido Branch (Sapporo), Tohoku Branch (Sendai), Yokohama Branch (Yokohama),
Chubu Branch (Nagoya), Kansai Branch (Osaka), Chushikoku Branch (Hiroshima) andKyushu Branch (Fukuoka)(2) Principal Group Companies
Company Name
Mitsubishi Estate Residence Co., Ltd.
Mitsubishi Real Estate Services Co., Ltd.
Mitsubishi Estate Home Co., Ltd.
Mitsubishi Jisho Property Management Co., Ltd.
Mitsubishi Jisho Sekkei Inc.
Royal Park Hotels and Resorts Co., Ltd.
Mitsubishi Jisho Community Co., Ltd.

Marunouchi Heat Supply Co., Ltd.
Sunshine City Corporation
Mitsubishi Estate·Simon Co., Ltd.
Tokyo Ryutsu Center Inc.
MEC Group International, Inc.
Mitsubishi Estate Europe Ltd.
Mitsubishi Estate Asia Pte. Ltd.

- 31 -

Location of Offices
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Hiroshima, Fukuoka
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Hiroshima, Fukuoka
Tokyo, Osaka
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Ishikawa, Hiroshima
Tokyo, Osaka, Aichi, Hokkaido, Miyagi,
Hiroshima, Fukuoka, Kagoshima
Tokyo
Tokyo, Kanagawa, Chiba, Saitama, Osaka, Kyoto,
Hyogo, Aichi, Hokkaido, Miyagi, Shizuoka,
Okayama, Hiroshima, Fukuoka, Okinawa
Tokyo
Tokyo
Tokyo
Tokyo
United States, etc.
United Kingdom
Singapore, etc.

[Translation for Reference and Convenience Purposes Only]
10. Status of Employees (As of March 31, 2020)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Building Business
Lifestyle Property BusinessResidential Business
International Business
Investment Management Business
Hotel & Airport BusinessArchitectural Design & Engineering
Real Estate Services
Other
Corporate (shared)
Total

Number of Employees
1,781
427
3,337
341
293
1,525
646
735
260
274
9,619

Notes:
1. The above figures indicate the number of regular workers (excluding temporary employees).
2. The figure stated in “Corporate (shared)” indicates the number of employees who belong toadministrative departments, which cannot be categorized as specified business segments.
(2) Situation of Employees of the Company
Number of Employees

Increase/Decrease from thePrevious Fiscal Year-End

Average Age

837

+28

41 years andthree (3) months

Average Years ofService
16 years andtwo (2) months

Note: The above figures indicate the number of regular workers (excluding temporary employees).
11. Other Important Matters regarding the Current Situation of the Mitsubishi Estate GroupNot applicable- 32 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2020)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000(2) Total Number of Issued Shares:
1,391,174,263(including 52,677,152 shares of treasury stock)(3) Number of Shareholders:(4) Major Shareholders (Ten (10) Largest Shareholders)

63,456
Investment in the Company
Number of Shares
Investment Ratio
Held (Thousands)(%)

Shareholder Name
The Master Trust Bank of Japan, Ltd. (Trust account)

122,882

9.18

Japan Trustee Services Bank, Ltd. (Trust account)

69,470

5.19

Meiji Yasuda Life Insurance Company

46,882

3.50

JP MORGAN CHASE BANK 380055

46,512

3.47

SSBTC CLIENT OMNIBUS ACCOUNT

29,513

2.20

Japan Trustee Services Bank, Ltd. (Trust account 5)

28,149

2.10

Japan Trustee Services Bank, Ltd. (Trust account 7)

28,0242.09

Tokio Marine & Nichido Fire Insurance Co., Ltd.

20,3001.51

JP MORGAN CHASE BANK 385151

20,064

1.49

STATE STREET BANK WEST CLIENT - TREATY
505234

19,395

1.44

Note: The investment ratio is calculated after deducting the shares of treasury stock from the issued
shares of the Company.
(5) Other Important Matters regarding the Shares･ The Company has issued 136,093 shares of common stock as long-term performance-based
incentive plan (restricted stock) to Corporate Executive Officers, Executive Officers and Group
Executive Officers on May 24, 2019. The restricted stock cannot be transferred, used to create asecurity interest or otherwise disposed of until June 30, 2022.
･ In order to improve capital efficiency and enhance shareholder returns, at the Board of Directors
meeting held on May 14, 2019, a resolution was passed to purchase shares of treasury stock at a
total cost of no more than ¥100.0 billion or acquire up to 65,000,000 shares through the market
purchase of the Company’s common stock available on the Tokyo Stock Exchange during the period
from May 15, 2019 to March 31, 2020. Based on the resolution, we completed to purchase
49,700,400 shares of treasury stock (total amount for share purchase: approximately ¥100.0 billion)
by March 24, 2020.

- 33 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Stock Acquisition Rights, etc.
(1) Situation of Stock Acquisition Rights Delivered in Compensation for the Execution of Duties, which
are Held by Officers of the Company (As of March 31, 2020)
Number ofClass and Number ofDate of
Stock
Shares Subject to
Resolution
AcquiStock Acquisition
on IssuancesitionRightsRightsIssue Price ofStock
Acquisition
RightsAmount to be
Paid upon
Exercise ofStock
Acquisition
RightsDirectors and Corporate
Conditions Executive Officers (Excluding
Exercise Period
for Exercise Outside Directors) (Note 1)of Stockof StockNumber of theAcquisition
Acquisition Number ofstock
RightsRightsholders
acquisitionrights held

July 26,
2007

2

Common stock:
2,000
Note 2¥3,016 per share¥1 per share

August 14, 2007
toAugust 13, 2037

Note 3

1

2

July 31,2008

3

Common stock:
3,000
Note 2¥2,161 per share¥1 per share

August 16, 2008
toAugust 15, 2038

Note 3

1

3

July 31,2009

11

Common stock:
11,000Note 2¥1,282 per share¥1 per share

August 18, 2009toAugust 17, 2039

Note 3

1

6

July 30,
2010

21

Common stock:
21,000Note 2¥1,083 per share¥1 per share

August 17, 2010
toAugust 16, 2040

Note 3

1

7

July 29,2011

29

Common stock:
29,000Note 2¥1,044 per share¥1 per share

August 16, 2011
toAugust 15, 2041

Note 3

2

17

July 31,
2012

26

Common stock:
26,000Note 2¥1,230 per share¥1 per share

August 16, 2012
toAugust 15, 2042

Note 3

2

19

July 31,2013

21

Common stock:
21,000Note 2¥2,338 per share¥1 per share

August 16, 2013
toAugust 15, 2043

Note 3

3

11

July 31,2014

28

Common stock:
28,000Note 2¥2,264 per share¥1 per share

August 16, 2014
toAugust 15, 2044

Note 3

4

15

July 31,2015

24

Common stock:
24,000Note 2¥2,690 per share¥1 per share

August 18, 2015
toAugust 17, 2045

Note 3415

Notes:
1. No Outside Directors of the Company hold the stock acquisition rights issued by the Company.
2. The number of the shares subject to a stock acquisition right is 1,000.
3. Conditions for exercise of the stock acquisition rights* A qualified person entitled to the stock acquisition rights may exercise his/her stock acquisitionrights only within the exercise period set forth above on and after the day following the date when
he/she steps down from any and all the positions of Director, Corporate Executive Officer,
Statutory Auditor, Executive Officer or Group Executive Officer of the Company. Provided,
however, that the qualified person entitled to the stock acquisition rights may exercise the rights
only for a period of five (5) years reckoning from the day following the date when he/she steps
down from any and all of such positions.
* Regardless of the above provision, if the General Meeting of Shareholders of the Company
approves a proposal of (i) a contract of merger in which the Company will be an extinct company
or (ii) a share exchange contract or a share transfer plan by which the Company becomes awholly-owned subsidiary of another company (or a resolution of the Board of Directors is adopted
in the case where such a resolution of the General Meeting of Shareholders is not required), thequalified person entitled to the stock acquisition rights may exercise his/her stock acquisitionrights only for a period of fifteen (15) days reckoning from the day following the date when the
proposal concerned was approved.
* In case a qualified person entitled to the stock acquisition rights has waived his/her offered stockacquisition rights, he/she cannot exercise such offered stock acquisition rights.
* The stock acquisition rights shall not be allowed to be assigned, pledged or otherwise disposed of,for the benefit of any third party.
* If a qualified person entitled to the stock acquisition rights dies, his/her heir may exercise the stockacquisition rights subject to the conditions stipulated in the Agreement for Allotment of Stock
Acquisition Rights.
- 34 -

[Translation for Reference and Convenience Purposes Only]* Other applicable conditions and details for exercising the stock acquisition rights shall be
stipulated in the Agreement for Allotment of Stock Acquisition Rights.
4. Other* The Company has not issued stock acquisition rights since fiscal 2016.
(2) Situation of Stock Acquisition Rights Delivered to Employees, etc., during the Fiscal Year inCompensation for the Execution of Duties
Not applicable(3) Other Important Matters relating to Stock Acquisition Rights
Not applicable- 35 -

[Translation for Reference and Convenience Purposes Only]
3. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2020)

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Bunroku Naganuma
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization

President, The Council for Area
Development and Management ofOtemachi, Marunouchi and YurakuchoMember of the Audit
Committee

Toru Okusa

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

Director
Member of theNominating Committee(Chairman)
Member of theRemuneration Committee

Shin Ebihara

Director

Senior Corporate Advisor, Tokyo Gas Co.,
Ltd.; Director, Japan Post Holdings Co.,
Ltd.; and Director, Asahi Kasei
Corporation
Advisor, Sumitomo Corporation

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Tetsuo Narukawa

Director
Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee
Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 36 -

Director, Nippon Soda Co., Ltd.; andDirector, Okasan Securities Co., Ltd.
Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin
University
Director, HAPPINET CORPORATION;
and Director, TOSHIBA TECCORPORATION
Professor, Graduate School of Humanities,
Musashi University; Professor, Faculty ofSociology, Musashi University; andDirector, MITSUBISHI MOTORSCORPORATION

[Translation for Reference and Convenience Purposes Only]
Name
Iwao Taka

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Professor, School of Economics andBusiness Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku
University; Professor, Faculty of
Economics and Business Administration,
Reitaku University;
Director, The Shoko Chukin Bank, Ltd.;and Director, ASKUL Corporation

Notes:
1. Directors Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama and Bunroku
Naganuma concurrently serve as Corporate Executive Officers.
2. Directors Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase,
Setsuko Egami and Iwao Taka are Outside Directors.
3. The officially registered name of Director Setsuko Egami is Setsuko Kusumoto.
4. Directors Jo Kato and Toru Okusa are full-time Audit Committee members. The Company appoints
full-time Audit Committee members from the perspective of ensuring the effectiveness of the Audit
Committee audits.
5. Audit Committee members Jo Kato and Toru Okusa have experience working for the accounting
department of the Company and considerable knowledge of finance and accounting.
6. Directors Noboru Nishigai and Shu Tomioka retired from the position due to expiration of theirtenure as of the close of the 120th Ordinary General Meeting of Shareholders held on June 27, 2019.
7. At the 120th Ordinary General Meeting of Shareholders held on June 27, 2019, Bunroku Naganuma
and Tsuyoshi Okamoto were newly elected as Director and assumed the office as of the same date.
8. Director Iwao Taka has retired from the position of director of NH Foods Ltd. as of June 25, 2019.
9. The Company has no relationship to be disclosed in terms of material concurrent positions of
Outside Officers and their relationships with the Company.
10. Outline of the liability limit agreement
The Company has entered into agreements, in accordance with Article 427, paragraph (1) of theCompanies Act, with the seven (7) Outside Directors (Tsuyoshi Okamoto, Shin Ebihara, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities
to compensate damages under Article 423, paragraph (1) of the Companies Act. Limitation on
liability of each 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.
11. The Company designates Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa,Shin Nagase, Setsuko Egami and Iwao Taka as independent directors as stipulated by the Tokyo
Stock Exchange and other exchanges and made such notification of these officers to the Tokyo
Stock Exchange and other exchanges.

- 37 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Corporate Executive Officers (As of March 31, 2020)
Name
Junichi Yoshida

Junichi Tanisawa

Assignments in the Company and Material
Concurrent Positions

PositionsRepresentative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a.
Executive Officerb.
Deputy President
c.
d.
e.
f.
g.
h.

Kenichi Iwata
Atsuo Kyono

Executive Vice President
Representative Corporate a.
Executive Officer
Executive Vice President
b.
c.
d.

Tetsuji Arimori

Representative Corporate a.
Executive Officer
Executive Vice President b.
c.
d.

Futoshi Chiba

Representative Corporate a.
Executive Officer
Executive Vice President b.
c.
d.
e.
f.
g.

- 38 -

Assistant to the President;
Responsible for Strategic Development
Office;Responsible for Office Building
Development Department 1;
Responsible for Office Building
Development Department 2;
Responsible for Marunouchi Development
Department;
Responsible for Tokiwabashi Development
Department;
Responsible for Urban Development
Promotion Department; andPresident, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Responsible for Kansai Branch
Responsible for Business Development,
Consulting & Solutions Planning
Department;
Responsible for Business Development,
Consulting & Solutions Department 1;
Responsible for Business Development,
Consulting & Solutions Department 2; andResponsible for Business Development,
Consulting & Solutions Department 3
Responsible for Corporate Planning
Department;
Responsible for Sustainable Management
and Promotion Department;
Responsible for DX promotion Department;
andJointly responsible for Business Creation
Department
Responsible for Office Building Planning
Department;
Responsible for Office Building
Management Department;
Responsible for Area Brand Management
Department;
Responsible for Museum Management
Office;Responsible for Office Leasing and Tenant
Relations Department
Responsible for xTECH Leasing andPromotion Department; andSenior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.

[Translation for Reference and Convenience Purposes Only]
Name
Noboru Nishigai

Hiroshi Katayama

Kenji Hosokane

Keiji Takano

Atsushi Nakajima

Yuji Fujioka

Bunroku Naganuma

Assignments in the Company and Material
Concurrent Positions
Representative Corporate a. Responsible for Residential Business
Executive Officer
Planning Department; andExecutive Vice President b. Director, Mitsubishi Estate Residence Co.,Ltd.
Senior Executive Officer a. Responsible for Finance & Accounting
Department; andb. Responsible for Corporate
Communications Department
Senior Executive Officer a. Responsible for Lifestyle Property Business
Planning Department;
b. Responsible for Retail Property
Management Department;c. Responsible for Retail Property
Development Department;
d. Responsible for Retail Property Leasing
Department; ande. Responsible for Logistics Facilities
Development Department
Senior Executive Officer a. Responsible for Investment Management
Business Department; andb. Director, MEC Group International, Inc.
Senior Executive Officer a. Responsible for International Business
Planning Department; andb. Chairman and Director, MEC GroupInternational, Inc.
Senior Executive Officer a. Responsible for Hotel Business
Department; andb. Responsible for Airport Business
Department
Senior Executive Officer a. Responsible for Human Resources
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & ComplianceDepartment; andd. Responsible for Compliance, Risk
Management and Disaster Prevention
Positions

Notes:
1. Corporate Executive Officers Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama
and Bunroku Naganuma concurrently serve as Directors.
2. Corporate Executive Officer Kenichi Iwata retired from the position due to expiration of tenure on
March 31, 2020.
3. Among the companies indicated in Assignments in the Company and Material Concurrent Positions,
Mitsubishi Estate Residence Co., Ltd. and MEC Group International Inc. are operating in the realestate business (a business in which the Company also engages).

- 39 -

[Translation for Reference and Convenience Purposes Only]
Situation of Directors and Corporate Executive Officers as of April 1, 2020 is as follows:[Directors]

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Bunroku Naganuma
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization
President, The Council for Area Development
and Management of Otemachi, Marunouchi
and YurakuchoMember of the Audit
Committee

Toru Okusa

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

Director
Member of theNominating Committee(Chairman)

Senior Corporate Advisor, Tokyo Gas Co.,
Ltd.; Director, Japan Post Holdings Co., Ltd.;and Director, Asahi Kasei Corporation

Member of theRemuneration Committee

Shin Ebihara

Director

Advisor, Sumitomo Corporation

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Tetsuo Narukawa

Director
Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee

Director, Nippon Soda Co., Ltd.; andDirector, Okasan Securities Co., Ltd.
Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin University

Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 40 -

Director, HAPPINET CORPORATION; andDirector, TOSHIBA TECCORPORATION
Professor, Graduate School of Humanities,
Musashi University;
Professor, Faculty of Sociology, Musashi
University; andDirector, MITSUBISHI MOTORSCORPORATION

[Translation for Reference and Convenience Purposes Only]
Name
Iwao Taka

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Professor, School of Economics and Business
Administration, Chikuro Hiroike School ofGraduate Studies, Reitaku University;
Professor, Faculty of Economics and Business
Administration, Reitaku University;
Director, The Shoko Chukin Bank, Ltd.;and Director, ASKUL Corporation[Corporate Executive Officers]
Name
Junichi Yoshida

Junichi Tanisawa

Assignments in the Company and Material
Concurrent Positions

PositionsRepresentative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate
Executive Officer
Deputy President

a.
b.
c.
d.
e.
f.
g.

Atsuo Kyono

Representative Corporate
Executive Officer
Executive Vice President

a.
b.
c.
d.

Tetsuji Arimori

Hidemi Waki

Futoshi Chiba

Representative Corporate
Executive Officer
Executive Vice President
Representative Corporate
Executive Officer
Executive Vice President
Representative Corporate
Executive Officer
Executive Vice Presidenta.

Responsible for Corporate Planningb.

Department; andResponsible for Sustainability Management
and Promotion Department

Responsible for Urban Redevelopment
Department
a.
b.
c.
d.
e.

- 41 -

Assistant to the President;
Supervising Commercial Property BusinessGroup;
Responsible for Commercial Property
Business Strategy Department;
Responsible for Commercial Property
Business Planning Department;
Responsible for Urban Planning
Department;
Responsible for Area Management Planning
Department; andPresident, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Supervising Business Development, Client
Relations & Solutions Group;
Responsible for Client Strategy Planning
Department;
Responsible for Business Development,
Consulting & Solutions Department 1; andResponsible for Business Development,
Consulting & Solutions Department 2

Responsible for Commercial Property
Management Department;
Responsible for Facility Management
Planning Department;
Responsible for xTECH Leasing andPromotion Department;
Responsible for Museum Management
Office; andSenior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.

[Translation for Reference and Convenience Purposes Only]
Name
Noboru Nishigai

Assignments in the Company and Material
Concurrent Positions

PositionsRepresentative Corporate
Executive Officer
Executive Vice President

a.
b.
c.
d.

Hiroshi Katayama

Senior Executive Officera.
b.

Kenji Hosokane

Senior Executive Officera.
b.

Keiji Takano

Senior Executive Officera.
b.

Atsushi Nakajima

Senior Executive Officer

c.
a.
b.
c.
d.

Yuji Fujioka

Senior Executive Officer

Bunroku Naganuma

Senior Executive Officer

Responsible for Airport Business
Department
a.
b.
c.
d.
e.

Toru Kimura
Yutaro Yotsuzuka

Senior Executive Officer
Senior Executive Officer

Supervising Residential Business Group
Responsible for Residential Business
Planning Department;
Responsible for CLT Business, Residential
Land & Recreational Facilities Management
Office; andDirector, Mitsubishi Estate Residence Co.,Ltd.
Responsible for Finance & Accounting
Department; andResponsible for Corporate Communications
Department
Responsible for Office Leasing and Tenant
Relations Department; andResponsible for Retail Property Leasing
Department
Supervising Investment Management
Group;
Responsible for Investment Management
Business Department; andDirector, MEC Group International, Inc.
Responsible for Project Planning
Department;
Responsible for Urban Project Development
Department;
Responsible for Logistics Facilities
Development Department; andResponsible for Hotel Business Department

Responsible for Human Resources
Department;
Responsible for General Affairs
Department;
Responsible for Legal & ComplianceDepartment; andResponsible for Compliance, Risk
Management and Disaster Prevention

Responsible for Kansai Branch
a.
b.
c.
d.

Supervising International Business Group;
Responsible for International Business
Planning Department;
Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andChairman and Director, MEC GroupInternational, Inc.

Note: Corporate Executive Officers Hidemi Waki, Toru Kimura and Yutaro Yotsuzuka took office as
Corporate Executive Officers on April 1, 2020.

- 42 -

[Translation for Reference and Convenience Purposes Only](3) Total Amounts of Remuneration, etc., Paid to Directors and Corporate Executive Officers
The amounts of remuneration, etc., paid to the Directors and the Corporate Executive Officers
pertaining to the fiscal year under review are as follows:
Category

Number of Persons

Directors(of which Outside Directors)
Corporate Executive Officers
Total

11
(8)
13
24

Amount Paid
(Millions of yen)
372
(108)
1,081
1,454

Notes:
1. The above amounts paid include the remuneration for one (1) Outside Director who retired from theposition as of the close of the 120th Ordinary General Meeting of Shareholders held on June 27,
2019.
2. Remuneration for the Company’s Directors concurrently serving as Corporate Executive Officer is
included in the remuneration for Corporate Executive Officers.
3. The Company pays no salary as employees to Directors and Corporate Executive Officers of theCompany.
4. The above amounts paid include the expenses recorded for the long-term performance-based
incentive plan (restricted stock) pertaining to the fiscal year under review (¥134 million to thirteen(13) Corporate Executive Officers) and long-term performance-based incentive plan (Phantom
Stock Plan) pertaining to the fiscal year under review (¥48 million to thirteen (13) Corporate
Executive Officers).
5. The Outside Directors and Outside Statutory Auditors of the Company do not receive remuneration
as directors or statutory auditors from any of the Company’s subsidiaries.
(4) Policy Concerning Decisions on the Amounts of Remuneration, etc., Paid to Officers
The policy concerning decisions on the amounts of remuneration, etc., paid to Officers is as follows.
1) 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 comprised solely of Outside Directors.
2) 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 performancetargets, etc., aimed at in the management strategy and the Medium-Term Management Plan andrealizes 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 forthe benefit of our shareholders and other stakeholders through objective deliberations and judgments
at the Remuneration Committee.
3) 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.
- 43 -

[Translation for Reference and Convenience Purposes Only]
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 sharingof 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.

- 44 -

[Translation for Reference and Convenience Purposes Only](5) Major Activities of Outside Directors during the Fiscal Year under Review
Name
Tsuyoshi Okamoto

Shin Ebihara

Tetsuo Narukawa

Masaaki Shirakawa

Shin Nagase

Setsuko Egami

Iwao Taka

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 8/8
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 4/4
Meetings of the Board of
Directors: 10/10
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 6/6
Meetings of the Board of
Directors: 10/10
Meetings of Audit Committee:
12/12
Meetings of Remuneration
Committee: 2/2
Meetings of the Board of
Directors: 9/10
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 6/6
Meetings of the Board of
Directors: 10/10
Meetings of Audit Committee:
15/15
Meetings of the Board of
Directors: 10/10
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 6/6
Meetings of the Board of
Directors: 10/10
Meetings of Audit Committee:
14/15

Status of Expression of Opinions
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his management experience in
an integrated energy company.
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his wealth of international
experience, knowledge, etc. gained through his
extensive years as a diplomat.
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his management experience ina financial institution, international experience andmanagement experience in a real estate company.
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his knowledge on finance andeconomy, etc., gained through his experience in acentral bank.
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his management experience inan airline company.
She appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging her abundant knowledge ofcorporate strategy, marketing strategy, humanresources development, etc.
He appropriately questioned and/or remarked froman objective viewpoint independent of management
executives who are in charge of executing businessaffairs by leveraging his extensive knowledge
regarding business ethics, compliance, etc.

Notes:
1. As Tsuyoshi Okamoto took office as Director on June 27, 2019, the number of meetings counted as
the scope of attendance for the Board of Directors meetings, etc., is different from that of the other
Directors.
2. As Tetsuo Narukawa retired from the position of Member of the Nominating Committee andMember of the Remuneration Committee on June 27, 2019 and took office as Member of the Audit
Committee on the same date, the number of meetings counted as the scope of attendance for each of
the committee meetings is different from that of the other Directors.

- 45 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Accounting Auditor(1) Designation: ERNST & YOUNG SHINNIHON LLC(2) Amounts of Remuneration, etc.
Amount to be Paid
Amount of remuneration, etc., to be paid by the Company to the Accounting
Auditor pertaining to the fiscal year under review
Total amount of money and other financial profits to be paid by theCompany and its subsidiaries to the Accounting Auditor¥147 million¥363 million

Notes:
1. 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 ofauditing duties, the basis for calculating remuneration estimate, etc., are all appropriate for
implementing the auditing of the Company as a result of verification necessary for determining
whether they are appropriate or not.
2. Of the Company’s material subsidiaries, MEC Group International, Inc., Mitsubishi Estate Europe
Ltd. and Mitsubishi Estate Asia Pte. Ltd. are subject to audits by an audit firm (Ernst & Young) otherthan the Accounting Auditor of the Company.
3. The audit agreement between the Company and the Accounting Auditor does not distinguish theamount of remuneration, etc., for the audit under the Companies Act and that for the audit under the
Financial Instruments and Exchange Act, and the two (2) amounts cannot be substantially
distinguished from each other. Therefore, the amount of remuneration, etc. pertaining to the fiscal
year under review indicates the total of these two (2) kinds of amounts.
(3) Contents of Non-audit Services
The services entrusted by the Company to Accounting Auditor other than those defined in Article 2,paragraph (1) of the Certified Public Accountants Act are creation of comfort letters pertaining toissuance of corporate bonds and other services.
(4) Policy on Decisions of Dismissal or Non-Reappointment of the Accounting Auditor
If the Audit Committee deems 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 and there is a need for a change in Accounting Auditor, decide on the content of a
proposal to submit to the General Meeting of Shareholders regarding the dismissal or non-reappointmentof the Accounting Auditor.
(5) Outline of the Liability Limit Agreement
Not applicable- 46 -

[Translation for Reference and Convenience Purposes Only]
5. Systems to Ensure the Propriety of Business Operations and the Operational Status of that System(1) Systems to Ensure the Propriety of Business Operations
Outline of decisions on systems to ensure the propriety of business operations as stipulated in the
Companies Act and the Regulation for Enforcement of the Companies Act is as follows:
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 andenhance 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 System Security Officer and the Risk Management & Compliance
Committee shall be in charge of companywide control of information storage and management.
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, and matters related to the protection of the information system andelectronic information. The Company shall appropriately 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 groupwide corporate management, the Group shall practice diverse risk management measures
for all business operations of the Group in order to properly evaluate and manage internal and externalrisk 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 carriedout by all the executives and employees of the Group. Moreover, under the Risk Management Rules
above, at the Company, the Risk Management & Compliance Committee shall be in charge ofcontrolling the promotion of risk management activities at the group level, whereas the Risk
Management & Compliance Subcommittee shall work as a practical collegial body to collect andstreamline risk management-related information. In addition, the officer responsible for the risk
management appointed by the resolution of the Board of Directors shall be assigned the responsibility
for risk management, and 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 in charge of 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 aswell as reviews and improvements of systems and plans on a periodic basis.
The Internal Audit Office 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, toensure 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 to reinforce the management oversight function and the business execution function as well as
management efficiency and expedited decision making by adopting the organizational structure of aCompany with Nominating Committee, etc., thereby largely delegating authority relating to businessexecution 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- 47 -

[Translation for Reference and Convenience Purposes Only]
Group Executive Officer System and improve the rules related to the authority and decision making inaccordance with internal regulations, so as to allow for more efficient execution of duties.
4) Systems to Ensure Compliance of the Execution of Duties by Corporate Executive Officers andEmployees of 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
Estate Group,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi EstateGroup 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 Board of Directors and audits by the Audit Committee.
In addition, while the Risk Management & Compliance Committee conducts group-wide supervisionand the Risk Management & Compliance Subcommittee conducts practical discussions in accordancewith the “Mitsubishi Estate Group Compliance Rules,” the officer responsible for complianceappointed by the resolution of the Board of Directors shall be assigned the responsibility forcompliance to take such actions as to manage and promote overall compliance at the Group. The Groupalso ensures that the execution of duties by Corporate Executive Officers and employees complies withlaws 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
shall be established and operated internally and externally as contact windows for the Group andbusiness partners.
5) Systems for Reporting Matters Related to the Execution of Duties by Directors, etc., of Subsidiaries to
the Company, 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 groupwide compliance-based management and business ethics
and ensure the propriety of business operations by establishing “The Mission of the Mitsubishi EstateGroup,” “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 them under the control of the Risk Management & Compliance Committee.
In addition, the Company specifies the department in charge of operations related to groupcompanies, such as promoting the corporate management of the respective group companies andsupporting the staff function, thereby establishes a system to link the companywide management planand the measures concerning group companies. Meanwhile, group management shall be enhanced
toward the achievement of maximized corporate value of the Group by promoting the propriety andefficiency improvement and upgrading risk management of groupwide corporate management by
operating the “Mitsubishi Estate Group 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 forfinancial 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 inthe execution of its duties pursuant to the relevant provisions such as “Job Ladder.” The Company shallassign 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 theoffice and execute 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- 48 -

[Translation for Reference and Convenience Purposes Only]
Committee Office shall require an accord of the Audit Committee. The personnel relocation and/or
disciplinary punishment, etc., of 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.
8) Systems for Directors, Corporate Executive Officers and Employees of the Company, Directors, etc.,
and Employees 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 Incorporationor significantly unreasonable matter is revealed, anybody shall, either Directors, Corporate Executive
Officer or employees, immediately report thereof to the Audit Committee. An obligation shall beestablished by internal regulations to have important documents such as those requiring approval
circulated to full-time Audit Committee members, and a whistleblower program with Audit Committee
members serving as contact windows shall be established. Moreover, matters that may be judged
necessary in performing the duties of the Audit Committee, including results of internal audits, thestatus of compliance promotion activities, the status of risk management promotion activities, and thestatus of operation of Help Lines established 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 employeesof Group companies shall be shared with the Executive Committee and other meetings attended by the
fulltime Audit Committee member.
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 andemployees 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, theCompany develops and operates rules related to the policy for protection of whistleblowers andnotification of redress procedures in order to ensure individuals who make the reports in Item 8 are nottreated 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 ofduties 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 members to execute their duties.
11) Other Systems to Ensure Effective Audits by the Audit Committee
In accordance with audit standards established by the Audit Committee, the fulltime Audit Committee
member shall have periodic meetings with the management executives of the Company including thePresident and Chief Executive Officer, the Internal Audit Office, other departments determined
necessary according to the duties of the Audit Committee and the Accounting Auditor to exchange
opinions with each other.
The Audit Committee member shall attend the important conferences such as the Executive
Committee.
(2) Operational Status of Systems to Ensure the Propriety of Business Operations
Outline of operational status of systems to ensure the propriety of business operations is as follows.
1) Status of Initiatives related to Risk Management
・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year, respectively, to take such actions as to- 49 -

[Translation for Reference and Convenience Purposes Only]
select priority risks that require countermeasures and report the status and results of risk management
activities on those priority risks, and thereby monitored risk management on an ongoing basis.
・In response to the EU General Data Protection Regulation (GDPR), we confirmed cases where theregulation was directly applied to the Group and followed up the matter as necessary.
・With the aim for strategy planning, development, operation and maintenance, as well as reinforcement ofgovernance regarding the Group’s information system, the DX Promotion Department was established in
April 2019 and improvement of group-wide information security centered around said department was
promoted.
2) Status of Initiatives related to Ensuring Efficiency in Execution of Duties
・In accordance with the Medium-Term Management Plan and annual plan, etc., formulated by the Board of
Directors, the Corporate Executive Officers properly executed the duties assigned to them based on theauthorities delegated by the Board of Directors. Furthermore, the Board of Directors gauged management
issues on a timely basis by receiving regular reports from the Corporate Executive Officers on theconditions surrounding the business execution, as well as deliberating and deciding policy on
countermeasures, thereby appropriately monitoring the state of progress of the management plan.
・In order to prepare for the new Long-Term Management Plan that rolls out in FY2020, the Company
decided to conduct organizational restructuring, aimed at reinforcement of competitiveness within theexisting business domains and acquiring business opportunities that offer high added value.
3) Status of Initiatives related to Compliance・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year to discuss compliance promotion activity
plans and report the results of the activities. In this way, the Company managed and promoted overall
compliance at the Group.
・In order to further enhance the anti-bribery system, in addition to steadily responding to issues based on
the roadmap created ahead of time, we developed various rules including “Guidelines in Relation to
Anti-corruption Provisions” and worked to reduce compliance risks throughout Japan and overseas.
4) Status of Initiatives related to Reporting of the Execution of Duties and Other Matters concerning theGroup Management
・Under the supervision of the “Corporate Planning Department Affiliated Group Office,” the Company
worked to promote appropriateness and efficiency of group company management and strengthen risk
management through such means as enforcement of the “Mitsubishi Estate Group Management Rules”
and providing business support to group companies.
・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, in accordance with “Mitsubishi
Estate Group Basic Guidelines on Internal Control Regarding Financial Reporting (Basic Rules),” theCompany evaluated the development and management status of internal controls regarding financial
reporting of the Group, targeting “companywide internal control,” etc.
5) Status of Initiatives related to Ensuring the Effectiveness of the Audit Committee’s Audit
・Reports were made as needed to the Audit Committee on the results of internal audits, risk management
activities and compliance promotion activities, and the Audit Committee conducted additional hearing
and provided advice to the relevant divisions based on the contents of these reports.
・Full-time Audit Committee members held periodic meetings with the management executives of theCompany including the President and Chief Executive Officer as well as the Internal Audit Office, theFinance & Accounting Department, the Legal & Compliance Department and the Accounting Auditor toexchange opinions with each other. In addition, they also made an effort to collect information necessary
for the Audit Committee audits by attending important internal meetings including the “Executive- 50 -

[Translation for Reference and Convenience Purposes Only]
Committee” and the “Risk Management & Compliance Committee,” reviewing important documents,
etc., and shared the details thereof within the Audit Committee properly.
・The Audit Committee Office is composed of seven (7) members including a dedicated General Manager
and dedicated employees as well as employees who concurrently serve as staff at other sections, and the
Office duly executed affairs they are responsible for.
6. Basic Policy Regarding the Control of Kabushiki-Kaisha (Joint-Stock Corporation)
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 theCompany, 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 aconclusion as to whether the large-scale acquisition is appropriate or not, by disclosing the opinion of theBoard of Directors, which takes into account the views of the independent Outside Directors, and working
for sufficient time and information to enable consideration by shareholders.
- END -

- 51 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2020)(Millions of yen)Account Item
(Assets)
Current assets
Cash on hand and in banks
Notes and accounts receivable - trade
Securities
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Expenditures for uncompleted works
Other inventories
Equity investments
Other current assets
Allowance for doubtful receivables
Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment and vehicles
Land
Land in trust
Construction in progress
Other property and equipment
Intangible assets
Leaseholds
Other intangible assets
Investments and other assets
Investment securities
Long-term loans receivable
Guarantee money and deposits paid
Net defined benefit asset
Deferred tax assets
Other investments
Allowance for doubtful receivables

Total Assets

AmountAccount Item
5,858,236(Liabilities)
1,115,634 Current liabilities
207,896
Notes and accounts payable - trade50,340
Short-term borrowings
7,657
Long-term debt to be repaid within one
72,256(1) year
247,677
Commercial paper
975
Corporate bonds to be redeemed withinone (1) year
7,390
1,005
Accrued income taxes
450,520
Other current liabilities
70,208(294) Long-term liabilities
Corporate bonds
Long-term debt
4,742,602
Guarantee money and deposits received
4,107,252
1,174,536
Deferred tax liability
27,712
Deferred tax liabilities for revaluation
2,152,812
Net defined benefit liability
608,331
Accrued directors’ retirement benefits
126,311
Provision for environmental measures
17,548
Negative goodwill
Other long-term liabilities
96,76772,764(Net Assets)
24,002 Shareholders’ equity
Capital stock
538,582
Capital surplus
236,969
Retained earnings
10,924
Treasury stock
126,092 Other accumulated comprehensive
21,336 income
16,266
Net unrealized gain on
127,636
available-for-sale securities(643) Deferred gains or losses on hedging
instruments
Land revaluation reserve
Foreign currency translation
adjustments
Remeasurements of defined benefit
plans
Stock acquisition rights
Non-controlling interests
5,858,236
Total Liabilities and Net Assets- 52 -

Amount
3,917,030
664,001
66,368115,306
156,778
50,00051,55029,773
194,225
3,253,028
775,584
1,278,678
459,177
215,852
264,063
26,919601
4,556
80,251
147,343
1,941,206
1,163,746
142,147
164,041
962,840(105,282)
570,716
79,527(1,948)526,623(29,321)(4,163)
288
206,4545,858,236

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(From April 1, 2019 to March 31, 2020)
Account Item
Revenue from operations
Cost of revenue from operations
Gross operating profit
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Equity in earnings of non-consolidated subsidiaries and affiliates
Other
Other expenses
Interest expenses
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of fixed assets
Gain on sales of investment securities
Gain on amortization of negative goodwill
Contribution for construction
Extraordinary loss
Loss related to retirement of fixed assets
Loss on devaluation of investment securities
Loss on business transfer
Impairment loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 53 -(Millions of yen)Amount1,302,196
967,036
335,159
94,391
240,768
12,377
906
7,271
229
3,969
33,574
22,1007,682
3,790
219,572
26,251
5,144
1,711
14,915
4,480
21,874
5,445
2,344
3,240
10,844
223,949
54,626
3,907
58,533
165,415
16,963
148,451

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2020)
Account Item
(Assets)
Current assets
Cash on hand and in banks
Accounts receivable - trade
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Equity investments
Short-term loans of affiliated companies
Other current assets
Allowance for doubtful receivables
Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment and vehicles
Land
Land in trust
Construction in progress
Other property and equipment(Millions of yen)Account Item
Amount(Liabilities)
3,339,780
Current liabilities
540,390
Accounts payable - trade
39,984
Short-term borrowings
49,827Long-term debt to be repaid within one
123,575(1) year
Commercial paper
50,000
Corporate bonds to be redeemed
51,550within one (1) year
447,272
Accrued income taxes
17,763
21,464
Deposits received
153,237(371)
Other current liabilities
54,451

Amount
4,782,507
934,30988,76834,066
17,281
1,686
975
323,166

3,848,198
2,922,089
733,792
2,853
1,522,057
586,417
69,2097,759

Long-term liabilities
Corporate bonds
Long-term debt
Guarantee money and deposits received
Deferred tax liability
Deferred tax liabilities for revaluation
Reserve for retirement allowances
Reserve for accepting the fulfillment of
obligations
Provision for environmental measures
Negative goodwill
Other long-term liabilities

2,799,389
775,584
1,097,174
386,220
129,714
263,4072,927(Net Assets)
Shareholders’ equity
Capital stock
514,865
Capital surplus
40,958
Capital reserve
107,614Retained earnings
20,489Retained earnings reserve
32,109Other retained earnings(766)
Reserve for special depreciation
Reserve for advanced depreciation of
fixed assets
General reserve
Earned surplus carried forward
Treasury stock
Valuation, translation adjustments andothersNet unrealized gain on
available-for-sale securities
Deferred gains or losses on hedging
instruments
Land revaluation reserve
Stock acquisition rights
4,782,507
Total Liabilities and Net Assets

1,442,727
834,812142,147
171,260
171,260
626,687
21,663605,024
1,489

Intangible assets
Leaseholds
Other intangible assets

21,933
11,363
10,570Investments and other assets
Investment securities
Investments in shares of affiliatedcompanies
Long-term loans receivable
Guarantee money and deposits paid
Prepaid pension cost
Other investments
Allowance for doubtful receivables

904,174
188,904

Total Assets- 54 -

5,597
4,556
53,75380,453

154,038108,254341,242(105,282)
607,626
79,532(1,872)529,965288
4,782,507

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(From April 1, 2019 to March 31, 2020)(Millions of yen)Amount549,362
478,458
70,903403,183
338,940
64,243
146,179
29,002
117,176
40,7403,139
35,3652,235
26,484
8,764
9,792
5,287
2,640
131,431
21,723
5,096
1,711
14,915
16,879
5,445
2,344
3,240
5,849
136,275
31,273(4,249)109,251

Account Item
Revenue from operations
Revenue from Building Business
Revenue from other businesses
Cost of revenue from operations
Cost of revenue from Building Business
Cost of revenue from other businesses
Gross operating profit
Selling, general and administrative expense
Operating income
Other income
Interest income
Dividend income
Other
Other expenses
Interest expenses
Bond interest
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of fixed assets
Gain on sales of investment securities
Gain on amortization of negative goodwill
Extraordinary loss
Loss related to retirement of fixed assets
Loss on devaluation of investment securities
Loss on business transfer
Impairment loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 55 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 20, 2020
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying consolidated financial
statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated
statement of changes in net assets, and notes to the consolidated financial statements of Mitsubishi Estate Co., Ltd. (the“Company”) applicable to the fiscal year from April 1,2019 to March 31,2020.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position and results of operations of the Group, which consisted of the Company and its
consolidated subsidiaries, applicable to the fiscal year ended March 31, 2020, in accordance with accounting principles
generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Responsibilities of Management, Audit Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability tocontinue as a going concern and disclosing, as required by accounting principles generally accepted in Japan, mattersrelated to going concern.
Audit Committee are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion.

- 56 -

・ In making those risk assessments, we consider internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the purpose of the audit of the consolidated financial statements is
not expressing an opinion on the effectiveness of the Group’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or,if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue
as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and events in amanner that achieves fair presentation in accordance with accounting principles generally accepted in Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements regarding
independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
Conflicts of Interest
We have no interest in the Company and its consolidated subsidiaries which should be disclosed in accordance with theCertified Public Accountants Act.

- 57 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 20, 2020
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Section 2, paragraph 1 of the Companies Act, we have audited the accompanying financial
statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets, and notes
to the financial statements and the related supplementary schedules of Mitsubishi Estate Co., Ltd. (the “Company”)
applicable to the fiscal year from April 1,2019 to March 31,2020.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position andresults of operations of the Company applicable to the fiscal year ended March 31, 2020, in accordance with accounting
principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements sectionof our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance withthese requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Responsibilities of Management, Audit Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as agoing concern and disclosing, as required by accounting principles generally accepted in Japan, matters related to going
concern.
Audit Committee are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion.
・ In making those risk assessments, we consider internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the purpose of the audit of the financial statements is not expressing
an opinion on the effectiveness of the Company’s internal control.

- 58 -

[Translation for Reference and Convenience Purposes Only]・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
・ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation in accordance with accounting principles generally accepted in Japan.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements regarding
independence that are relevant to our audit of the financial statements in Japan, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
Conflicts of Interest
We have no interest in the Company which should be disclosed in accordance with the Certified Public Accountants Act.

- 59 -

[Translation for Reference and Convenience Purposes Only]
The Audit Report of the Audit Committee
The Audit Report
The Audit Committee has audited the performance of duties by the Directors and Corporate Executive
Officers for the fiscal year, which began April 1, 2019, and ended March 31, 2020, of Mitsubishi Estate Co.,
Ltd. (the “Company”). We report the methods and the results of the audit as follows.
1. Auditing Methods Employed by the Audit Committee and Substance Thereof
The Audit Committee members received reports on the current status of the execution of the internal control
system (the substance of the resolution adopted by the Board of Directors with regard to the matters set forth in
Article 416, paragraph (1), item (i) (b) and (e) of the Companies Act as well as in-house systems that have been
improved pursuant to such resolution) from Directors, Corporate Executive Officers and employees, etc. on aperiodic basis, requested their explanations as required from time to time, expressed opinions, and conducted
audits using the following method.
(1) In compliance with the standards for the Audit Committee’s audit set out by the Audit Committee and basedon the auditing policies, division of duties and other guidelines, the Audit Committee members attended
important meetings, received reports from the Directors and Corporate Executive Officers, etc., on theexecution of their duties, and requested their explanations as required from time to time, in cooperation with
the Internal Audit Office and other departments in charge of internal control within the Company. Also, theAudit Committee has examined important authorized documents and associated information, andinvestigated the operations and financial conditions at headquarters and principal offices. Moreover, theAudit Committee have communicated and exchanged information with the Directors, Statutory
Auditors and other relevant personnel of the subsidiaries and received business reports from theCompany’s subsidiaries as necessary.
(2) The Audit Committee has reviewed the contents of the “Basic Policy regarding Those Who Control
Decisions of the Company’s Financial Matters and Business Policy” (the “Basic Policies” stipulated in
Article 118, item (iii) (a) of the Regulation for Enforcement of the Companies Act) prescribed in thebusiness report, based on progress of deliberations, etc. at the meetings of Board of Directors and others.
(3) The Audit Committee has monitored and verified whether the Accounting Auditor maintains
independence and has been conducting an appropriate audit; received reports on the status of theexecution of its duties and requested explanations, as required from time to time. The Audit Committee
have been notified that the Accounting Auditor has been improving the “Systems to Ensure
Appropriate Execution of Duties” (Matters as set forth in each paragraph of Article 131 of theRegulation on Corporate Accounting) in accordance with the guidelines such as the “Standards for
Quality Control of Audit” (issued by the Business Accounting Deliberation Council on October 28,2005) and requested its explanations, as required from time to time.
In the manner explained above, the Audit Committee has examined the business report and supplementaryschedules thereof, non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and notes to the non-consolidated
financial statements) and supplementary schedules thereof of the Company, as well as the consolidated
financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement ofchanges in net assets and notes to the consolidated financial statements), pertaining to the fiscal year ended
March 31, 2020.

- 60 -

[Translation for Reference and Convenience Purposes Only]

2. Audit Results(1) Audit results regarding the business report, etc.
i) In our opinion, the business report and the supplementary schedules thereof fairly represent theCompany’s conditions in accordance with the laws and regulations and the Articles ofIncorporation.
ii) We have found no wrongful action or material fact of violation of laws, regulations or the Articles
of Incorporation with regard to the execution of duties by the Directors and Corporate Executive
Officers.
iii) In our opinion, the substance of the resolution of the Board of Directors regarding the internal
control systems is fair and reasonable. We have found no matters to remark with regard to thedescription of the business report regarding the internal control system and the relevant execution ofduties by the Directors and Corporate Executive Officers.
iv) In our opinion, the Basic Policy regarding Those Who Control Decisions of the Company’s
Financial Matters and Business Policy, which is stated in the business report, is fair and reasonable.
(2) Audit results regarding the non-consolidated financial statements and the supplementary schedules
thereofIn our opinion, the audit methods and results employed and rendered by the Accounting Auditor, Ernst& Young ShinNihon LLC, are fair and reasonable.
(3) Audit results regarding the consolidated financial statements
In our opinion, the audit methods and results employed and rendered by the Accounting Auditor, Ernst& Young ShinNihon LLC, are fair and reasonable.
May 22, 2020
The Audit Committee of Mitsubishi Estate Co., Ltd.
Tetsuo Narukawa
Member of the Audit Committee (Chairman)
Jo KatoMember of the Audit Committee (full-time)
Toru Okusa
Member of the Audit Committee (full-time)
Shin Nagase
Member of the Audit Committee
Iwao Taka
Member of the Audit Committee
Note: The Member of the Audit Committee Tetsuo Narukawa, the Member of the Audit Committee Shin
Nagase, and the Member of the Audit Committee Iwao Taka are Outside Directors as stipulated in
Article 2, item (xv) and Article 400, paragraph (3) of the Companies Act.

- 61 -