[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 125th 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

125

OF THEth
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Time and Date: 10:00 a.m., Thursday, June 27, 2024 (JST)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
2023 (From April 1, 2023, to March 31, 2024)
2. Reports on Non-consolidated Financial Statements for
Fiscal 2023 (From April 1, 2023, to March 31, 2024)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fourteen (14) Directors
Due date of exercising voting rights via the Internet, etc.
and by mailNo later than 5:45 p.m. on Wednesday, June 26, 2024

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

[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 125th 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 5, 2024
Start date of measures for electronic provision: May 29, 2024
Dear Shareholders
Atsushi Nakajima
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 125th ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 125th Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd. (the “Company”) will beheld as follows.
When convening the meeting, the Company takes measures for providing information that constitutes
the content of REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS,
etc. (items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s Website. Please access the Company’s Website
below and select “Notice of Convocation of the 125th Ordinary General Meeting of Shareholders” toreview the information.
The Company’s Website:
https://www.mec.co.jp/ir/stock/shareholder/ (in Japanese)
In addition, the items subject to measures for providing information in electronic format are also posted on thewebsite of Tokyo Stock Exchange, Inc. (TSE) (Listed Company Search). To access this information, access theTSE website by using the Internet address shown below, enter the issue name (Mitsubishi Estate) or securities
code (8802), and click “Search,” and then click “Basic information,” “Documents for public inspection/PR
information” and select “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. orby mail. Please read the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS provided below, and exercise your voting rights by 5:45 p.m., on Wednesday, June 26, 2024
(JST).
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on each of the websites above.

-1-

[Translation for Reference and Convenience Purposes Only]
10:00 a.m., Thursday, June 27, 2024 (JST)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 2023 (From April 1, 2023, to March 31,2024)
2. Reports on Non-consolidated Financial Statements for Fiscal 2023 (From April 1,
2023, to March 31, 2024)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fourteen (14) Directors
4. Matters Decided upon Convocation(1) Among the items subject to measures for providing information in electronic format, in accordance with theprovisions of laws and regulations and the Articles of Incorporation of the Company, the following items are
not provided in the paper-based documents delivered to shareholders who have made a request for deliveryof such documents but are posted on the Company’s Website and TSE website. Documents subject to audit
including the following items have been audited by the Audit Committee and the Accounting Auditor.
1) “Situation of Share Acquisition Rights, etc.,” “Situation of Accounting Auditor” and “Systems to Ensure
the Propriety of Business Operations and the Operational Status of that System”
2) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements”
3) “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements”(2) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for the Company proposal.
1. Time and Date:
2. Place:

Guidance to On-demand Video Streaming of the General Meeting of Shareholders
A part of this 125th Ordinary General Meeting of Shareholders will be posted on the Company’s Website
below at a later date.
https://www.mec.co.jp/ir/stock/shareholder/ (in Japanese)
Acceptance of Preliminary Questions via the Internet
The Company is accepting questions from shareholders related to the 125th Ordinary General Meeting of
Shareholders as described below. Among the questions received, the Company will answer questions that are
deemed to be of particular interest to shareholders on the day of the meeting. Please note that the Company will
not provide individual responses to questions that are not answered in the meeting.
Due date for submitting questions: No later than 5:45 p.m. on Thursday, June 20, 2024 (JST)Submit questions to: https://v.sokai.jp/8802/2024/mec/ (in Japanese)
How to log-in: Your log-in ID is your “eight-digit shareholder number” and your password is the“seven-digit postal code of the shareholder’s registered address.”* Please make sure to keep record of your shareholder number before mailing the Voting Rights Exercise
Form.
* The website for submitting preliminary questions will be unavailable during the hours of 1:00 a.m. to
5:00 a.m. (JST) every day due to maintenance and inspection.

-2-

[Translation for Reference and Convenience Purposes Only]
5. Matters regarding the Exercise of Voting Rights
There are three ways to exercise your voting rights as described below.
We recommend you to exercise your voting rights via the Internet, etc. or by mail prior to the meeting after
reading the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
provided below.
Recommended[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page four (4) 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 Wednesday, June 26, 2024 (JST)[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 at your earliest convenience.
Exercise Due Date: To be received no later than 5:45 p.m. on Wednesday, June 26, 2024 (JST)[By Attending the General Meeting of Shareholders]
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Time and Date: 10:00 a.m., Thursday, June 27, 2024 (JST)(1) If you attend the meeting in person, please note that any prior exercise of your voting rights will be deemed
to be canceled.
(2) If any shareholder has exercised his/her voting rights both via the Internet, etc., and by the Voting Rights
Exercise Form, 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.

-3-

[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.

Log-in ID/Temporary Password Entry Method
Web site for the Exercise of Voting Rights: https://evote.tr.mufg.jp/ (in Japanese)
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 2:30 a.m. to 4:30 a.m.
(JST) every day due to maintenance and inspection.
* If any shareholder has exercised his/her voting rights both via the Internet, etc., and by the Voting Rights
Exercise Form, only the exercise of the 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. (JST)<<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.

-4-[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, 2024.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥20 per share of the Company’s common stock for a total of ¥25,324,725,660
As we paid ¥20 per share as an interim dividend, the annual dividend would be ¥40 per share for the fiscal
year under review, an increase of ¥2 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 28, 2024
(Reference: Purchase of treasury stock)
In order to improve capital efficiency and enhance shareholder returns as part of the capital policy in the longterm management plan, at the Board of Directors meeting held on May 10, 2024, a resolution was passed topurchase shares of treasury stock at a total cost of no more than ¥50.0 billion and acquire up to 32,000,000
shares through the market purchase of the Company’s common stock available on the Tokyo Stock Exchange
during the period from May 13, 2024 to November 11, 2024.

-5-

[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of Fourteen (14) Directors
The terms of office of all fourteen (14) Directors will expire at the conclusion of this Meeting of Shareholders.
The Company proposes the election of fourteen (14) Directors as nominated by the Nominating Committee.
The candidates for Director are as follows:
CandidateNo.

Committee (Note)

Name(After Conclusion ofThis Meeting)
Reappointment

Current Positions in the Company

1

Junichi Yoshida

2

Atsushi Nakajima

Reappointment–

3

Bunroku Naganuma

Reappointment–

4

Naoki Umeda

Reappointment–

Director, Senior Executive Officer

5

Mikihito Hirai

Reappointment–

Director, Corporate Executive
Officer

6

Noboru Nishigai

Reappointment

Member of the
Audit Committee

Director

7

Hiroshi Katayama

Non-executive

Member of the
Audit Committee

Director

Reappointment

Member of theNominating
Committee

8Masaaki Shirakawa–

Non-executive

Non-executive
Reappointment

OutsideMember of theRemuneration
Committee(Chairman)

Independent

Reappointment

9

Tetsuo Narukawa

Member of the
Audit Committee(Chairman)

OutsideIndependent

Member of theNominating
Committee(Chairman)

Reappointment

10

Tsuyoshi Okamoto

OutsideMember of theNominating
Committee

Reappointment

Melanie Brock

OutsideMember of theRemuneration
Committee

Independent

Reappointment

12

Wataru Sueyoshi

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

Director

Director

Director

Member of theRemuneration
Committee

Independent

11

Chairman of the Board

Member of the
Audit Committee

OutsideIndependent-6-

Director

Director[Translation for Reference and Convenience Purposes Only]
CandidateNo.

Committee (Note)

Name

Member of theNominating
Committee

Reappointment

13

Ayako Sonoda

OutsideMember of theRemuneration
Committee

Independent

New

14

Naosuke Oda

Current Positions in the Company(After Conclusion ofThis Meeting)Member of the
Audit Committee

OutsideDirector–

Independent

Note:

If this proposal is approved and adopted, the members and each Chairman of the Nominating Committee, Audit Committee
and Remuneration Committee will be as stated above.

-7-

[Translation for Reference and Convenience Purposes Only]■ Board of Directors Skill Matrix
In January 2020, the Company formulated its Long-Term Management Plan 2030 based on the Group’s mediumto long-term management strategy and business strategies. To realize the plan, the Company has identified theskills (knowledge, experience, capabilities) needed for the Company’s Board of Directors to exercise its
management oversight function and monitoring function effectively.
The Company’s Director candidates are appointed by resolution of the Nominating Committee, giving
consideration to the diversity and balance of these skills.
Long-term
vision on
Term
Urban
of
Development
office (the industry

Name

GenderAge

Junichi Yoshida

Male

66

8

Male

60

2

Male

61

3

Naoki Umeda

Male

58

2

Mikihito Hirai

Male

55

1

Noboru Nishigai

Male

63

5

Male

65

8

Male

74

8

Tetsuo Narukawa

Male

75

6

TsuyoshiOkamoto

Male

76

5

Melanie Brock

Female60

2Wataru Sueyoshi

Male

67

1

Ayako Sonoda

Female60

1Naosuke Oda

Male

71

–

Corporate
management
experience

Organizational International
strategy/knowledge orBusiness
Internationastrategy
lity

Treasury,
accounting
and financeCompliance/
Riskmanagement

ESG/
Sustainability

insight)

Inside Directors

AtsushiNakajima
Bunroku
Naganuma

Hiroshi
Katayama
MasaakiShirakawa

Outside Directors

*
*

●
●
●
●
●
●
●

●
●

●
●
●
●

●
●

●
●

●

●
●
●
●

●
●
●

●
●
●

●
●

●
●
●

●
●
●

●

●
●
●
●

●
●
●
●

●
●
●
●

To clarify the skill balance of the Board of Directors, from the skills possessed by each candidate for Director, we have narrowed
down relatively superior skills here, and all skills (knowledge, experience, capabilities) are not listed.
Age indicated is the age as of the date of this General Meeting of Shareholders, and term of office indicated is the total years ofterm of office served as of the conclusion of this General Meeting of Shareholders.

-8-[Translation for Reference and Convenience Purposes Only]

Candidate No.

1

Junichi Yoshida

Reappointment
Non-executive(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.
111,737 shares
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Company’s Director (at theconclusion of this General
Apr. 2017
Director, Representative Corporate Executive Officer, President
Meeting of Shareholders):
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
8 years
Apr. 2023
Chairman of the Board, Mitsubishi Estate Co., Ltd. (Current
position)(Significant Positions Concurrently Held)
President, The Real Estate Companies Association of Japan (General Incorporated
Association)
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 to March 2023.
Additionally, since April 2023 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-term basis, leveraging management experiences in the Company and extensive knowledge andexperience related to the business of the Group.

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

Candidate No.

2

Atsushi Nakajima

Reappointment(August 9, 1963)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1986
Joined Mitsubishi Estate Co., Ltd.
Apr. 2015
Executive Officer, Mitsubishi Estate Co., Ltd. and President &CEO, Rockefeller Group International, Inc.
Apr. 2016
Executive Officer and General Manager, Americas & Europe
Business Dept., Mitsubishi Estate Co., Ltd.
Apr. 2017
Executive Officer and General Manager, International Business
Planning Dept., Mitsubishi Estate Co., Ltd.
Apr. 2018
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2022

Number of the shares of theCompany held:
66,564 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
2 years

Representative Corporate Executive Officer, Executive Vice
President, Mitsubishi Estate Co., Ltd.
Jun. 2022
Director, Representative Corporate Executive Officer, Executive
Vice President, Mitsubishi Estate Co., Ltd.
Apr. 2023
Director, Representative Corporate Executive Officer, President
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as President & CEO of a Group company and General Manager and Officer of the Company,
Atsushi Nakajima has been in charge of the Company’s management as President and Chief Executive Officer
from April 2023. The Company has nominated him as a candidate for Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis, leveraging
management experiences in the Company and extensive knowledge and experience related to the business of theGroup.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

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, Executive Vice President, Mitsubishi Jisho
Sekkei Inc.
Apr. 2019
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2019
Jun. 2021
Apr. 2023

Number of the shares of theCompany held:
56,164 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
1 yearDirector and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Retired from the position of Director, Mitsubishi Estate Co., Ltd.
Representative Corporate Executive Officer, Executive Vice
President, Mitsubishi Estate Co., Ltd.
Jun. 2023
Director, Representative Corporate Executive Officer,
Executive Vice President, Mitsubishi Estate Co., Ltd. (Current
position)(Assignments in the Company)
Responsible for Corporate Planning Dept. and
Sustainability Management and Promotion Dept.
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group and the Corporate Group of theCompany, CEO & President of a Group company and Officer responsible for the Corporate Group anddepartments of the Residential Business Group of the Company, Bunroku Naganuma is currently engaged inprimarily 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 to enhancing
the corporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.
*

Bunroku Naganuma had served as Director of the Company for two (2) years from June 2019 to June 2021, and his term ofoffice as Director will be three (3) years in total as of the conclusion of this 125th Ordinary General Meeting of Shareholders.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Naoki Umeda

Reappointment(November 5, 1965)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1988
Joined Mitsubishi Estate Co., Ltd.
Apr. 2014
President & CEO, Mitsubishi Estate London Limited
Apr. 2016
President & CEO, Japan Real Estate Asset Management Co., Ltd.
Apr. 2018
Group Executive Officer, Mitsubishi Estate Co., Ltd. and President& CEO, Japan Real Estate Asset Management Co., Ltd.
Apr. 2022
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2022
Director, Senior Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)

Number of the shares of theCompany held:
35,320 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 Finance & Accounting Dept. and Corporate Communications Dept.
Reasons for Nomination as Candidate for Director
Having served as President & CEO of Group companies, Naoki Umeda 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 Groupon a medium- to long-term basis, leveraging his extensive knowledge and experience related to the business of
the Group.

- 12 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

5

Mikihito Hirai

Reappointment(January 7, 1969)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1991
Joined Mitsubishi Estate Co., Ltd.
Apr. 2017
General Manager, Tokiwabashi Development Department,
Mitsubishi Estate Co., Ltd.
Apr. 2020
General Manager, Corporate Planning Department, Mitsubishi
Estate Co., Ltd.
Apr. 2022
Executive Officer and General Manager, Corporate Planning Dept.,
Mitsubishi Estate Co., Ltd.
Apr. 2023
Executive Officer
Jun. 2023
Director, Corporate Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)

Number of the shares of theCompany held:
16,407 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 Commercial Property Business Group and the Corporate Group of theCompany, Mikihito Hirai is currently responsible for human resources, general affairs, compliance, risk
management and others as Corporate 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.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

6

Reappointment

Noboru Nishigai

Non-executive(July 29, 1960)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1983
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2013
Executive Officer, Mitsubishi Estate Co., Ltd. and President,
Company held:
Mitsubishi Estate Home Co., Ltd.
29,901 shares
Apr. 2015
Executive Officer and General Manager, General Affairs Dept.,
Term of office served as the
Mitsubishi Estate Co., Ltd.
Company’s Director (at theApr. 2017
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
conclusion of this General
Meeting of Shareholders):
Jun. 2017
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
3 years
Apr. 2019
Director, Representative Corporate Executive Officer, Executive
Vice President, Mitsubishi Estate Co., Ltd.
Jun. 2019
Retired from the position of Director, Mitsubishi Estate Co., Ltd.
Apr. 2021
Executive Vice President, Mitsubishi Estate Co., Ltd.
Jun. 2021
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Corporate Group of the Company, President of a Group company and
Officer responsible for the Corporate Group and departments of the Residential Business Group of theCompany, Noboru Nishigai 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 management experiences in the Company and extensive knowledge
and experience related to the business of the Group.
*

Noboru Nishigai had served as Director of the Company for two (2) years from June 2017 to June 2019, and his term of officeas Director will be five (5) years in total as of the conclusion of this 125th Ordinary General Meeting of Shareholders.

- 14 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

Hiroshi Katayama(March 2, 1959)

Reappointment
Non-executive
Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer, Mitsubishi Estate Co., Ltd. and President &Company held:
CEO, Japan Real Estate Asset Management Co., Ltd.
38,670 shares
Apr. 2016
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Company’s Director (at theconclusion of this General
Apr. 2021
Director, Representative Corporate Executive Officer, Executive
Meeting of Shareholders):
Vice President, Mitsubishi Estate Co., Ltd.
8 years
Apr. 2022
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group of the Company, CEO & President of
a Group company and Officer responsible for the Corporate Group of the Company, Hiroshi Katayama iscurrently engaged in the audit of the execution of duties by Corporate Executive Officers and Directors as a fulltime member of the Audit Committee. The Company has nominated him as a candidate for Director because heis expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis,leveraging his management experiences in the Company and extensive knowledge and experience related to thebusiness of the Group.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

8

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)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee (Chairman)(Significant Positions Concurrently Held)Distinguished Guest Professor, Aoyama Gakuin University

Number of the shares of theCompany held:–
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
8 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2023):
Board of Directors: 9/9
Nominating Committee: 5/5
Remuneration Committee:
6/6

Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
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 highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
knowledge on finance and economy, etc. gained through his experience in a central bank. Although he does nothave experience 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.
Supplementary Explanation Relating to Independence
Masaaki Shirakawa meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
**

Masaaki Shirakawa is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Masaaki Shirakawa, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If he is appointed, the Company intends to continue his appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

9

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)
4,400 shares
Apr. 2004
Executive Managing Director, Mizuho Bank, Ltd.
Term of office served as theApr. 2006
Senior Managing Executive Officer and COO of Corporate
Company’s Outside Director
Planning & Management Division, Kowa Real Estate Co., Ltd.
(at the conclusion of this
General Meeting ofApr. 2010
President, Kowa Real Estate Co., Ltd.
Shareholders):
Oct. 2012
President & CEO, Nippon Steel Kowa Real Estate Co., Ltd.
6 years
Jun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
2023):
Jun. 2016
Executive Advisor, Nippon Steel Kowa Real Estate Co., Ltd.
Board of Directors: 9/9
Apr. 2017Retired from the position of Executive Advisor, Nippon Steel
Audit Committee: 15/15
Kowa Real Estate Co., Ltd.
Jun. 2018
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee (Chairman)(Significant Positions Concurrently Held)
Director, Audit and Supervisory Committee Member, Okasan Securities Co., Ltd.
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
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 highly effective supervision and check functions regarding the Company’s management based on his
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.
Supplementary Explanation Relating to Independence
Tetsuo Narukawa meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
**

Tetsuo Narukawa is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Tetsuo Narukawa, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If he is appointed, the Company intends to continue his appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

10

Tsuyoshi Okamoto(September 23, 1947)

OutsideIndependent
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.
Jun. 2019
Director, Mitsubishi Estate Co., Ltd. (Current position)
Jun. 2023
Honorary Advisor, Tokyo Gas Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee (Chairman)
Member of the Remuneration Committee

Number of the shares of theCompany held:
3,400 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
5 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2023):
Board of Directors: 8/9
Nominating Committee: 5/5
Remuneration Committee:
6/6(Significant Positions Concurrently Held)
Honorary Advisor, Tokyo Gas Co., Ltd.
Director, Japan Post Holdings Co., Ltd.
Director, Asahi Kasei Corporation
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
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 highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
management experience in an integrated energy company.
Supplementary Explanation Relating to Independence
Tsuyoshi Okamoto meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
***

Tsuyoshi Okamoto is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Tsuyoshi Okamoto, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If he is appointed, the Company intends to continue his appointment as Independent Director.
Japan Post Holdings Co., Ltd., at which Tsuyoshi Okamoto serves as Outside Director, received an administrative dispositionin accordance with the Act on Japan Post Holdings Co., Ltd. and the same in accordance with the Insurance Business Act inDecember 2019 concerning numerous cases of improper solicitation 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. Afterthe discovery of such case, he has fulfilled the duties by, for example, investigating the factual information, advising on theimplementation of measures to prevent recurrence, etc., when and as necessary.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

11

OutsideMelanie Brock

Independent(April 10, 1964)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Mar. 2003
Founded AGENDA (currently Melanie Brock Advisory Ltd.), CEO Number of the shares of the(Current position)
Company held:
800 sharesMar. 2010
Board Member, Australia-Japan Foundation
Apr. 2010
Board Member, Australia Japan Business Co-operation Committee
Term of office served as the
Chair, Australian and New Zealand Chamber of Commerce inCompany’s Outside Director(at the conclusion of thisJapan
General Meeting ofOct. 2010
Regional Manager - Japan, Meat & Livestock Australia
Shareholders):
2 years
Dec. 2012
Chair, Australian Business Asia
Nov. 2016
Chair Emeritus, Australian and New Zealand Chamber ofAttendance to the meetings ofCommerce in Japan (Current position)
the Board of Directors (Fiscal
2023):
Jul. 2018
Ambassador, Business Sydney, NSW, Australia (Current position)
Board of Directors: 9/9
Jul. 2019
Board Member, Australia-Japan Research Centre (Current position) Nominating Committee: 5/5
Remuneration Committee:
Oct. 2019
Global Ambassador, Advance, an initiative supported by Australian
6/6
Government funding (Current position)
Jun. 2022
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee(Significant Positions Concurrently Held)
CEO, Melanie Brock Advisory Ltd.
Director of the Board, SEGA SAMMY HOLDINGS INC.
Director, Kawasaki Heavy Industries, Ltd.
Director, Asahi Group Holdings, Ltd.
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Melanie Brock 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 highly effective supervision and check functions regarding the Company’s management from a global
perspective and based on her objective viewpoint independent from management executives in charge ofbusiness affairs by leveraging her extensive knowledge regarding marketing, business strategy, and diversity
promotion activities, etc., cultivated through international consulting activities.
Supplementary Explanation Relating to Independence
Melanie Brock meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
**

Melanie Brock is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Melanie Brock, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If she is appointed, the Company intends to continue her appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

12

Wataru Sueyoshi

OutsideIndependent(October 11, 1956)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1983
Registered as an attorney
Joined Mori Sogo (currently Mori Hamada & Matsumoto)Apr. 2007
Founded STW & Partners (currently SHIOMIZAKA), Partner
Jul. 2014
Member of Subdivision on Copyright, the Council for Cultural
Affairs organized by the Ministry of Education, Culture, Sports
Science and Technology
Jan. 2020
Founded Sueyoshi & Sato, Partner (Current position)
Jun. 2023
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)

Number of the shares of theCompany held:
100 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
1 yearAttendance to the meetings ofthe Board of Directors (Fiscal
2023):
Board of Directors: 7/7
Audit Committee: 12/12

Member of the Audit Committee(Significant Positions Concurrently Held)
Partner, Sueyoshi & Sato
Director, Audit and Supervisory Committee Member, Riken Vitamin Co., Ltd.
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Wataru Sueyoshi 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 highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
knowledge on corporate legal affairs, risk management and governance, etc. gained through his experience as an
attorney. 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 the duties of an Outside Director
appropriately for the aforementioned reason.
Supplementary Explanation Relating to Independence
Wataru Sueyoshi meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
***

As Wataru Sueyoshi took office as Director on June 29, 2023, 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.
Wataru Sueyoshi is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Wataru Sueyoshi, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If he is appointed, the Company intends to continue his appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

13

Outside

Ayako Sonoda

Independent(August 28, 1963)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Aug. 1988
Founded Cre-en Inc., Representative Director
Oct. 2003
Secretary-General, Sustainability Forum Japan (Specified Nonprofit Corporation)
Jun. 2004
Board Member, Japan Sustainable Investment Forum (Specified
Non-profit Corporation) (Current position)
Feb. 2017
Representative Director, Mirai RITA Foundation, (General
Incorporated Foundation (currently Public Interest Incorporated
Foundation)) (Current position)
Feb. 2023
Director, Sustainability Forum Japan (Current position)
Jun. 2023
Director, Mitsubishi Estate Co., Ltd. (Current position)
Aug. 2023
Representative Director & Chairman Cre-en Inc. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee

Number of the shares of theCompany held:
700 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
1 yearAttendance to the meetings ofthe Board of Directors (Fiscal
2023):
Board of Directors: 7/7
Nominating Committee: 5/5
Remuneration Committee:
4/4(Significant Positions Concurrently Held)
Representative Director & Chairman, Cre-en Inc.
Director, Lotte Co., Ltd.
Representative Director, Mirai RITA Foundation (Public Interest Incorporated
Foundation)
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Ayako Sonoda 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 highly effective supervision and check functions regarding the Company’s management based on her
objective viewpoint independent from management executives in charge of business affairs by leveraging her
extensive knowledge regarding ESG, SDGs, and CSR, etc., cultivated through consulting activities related tosustainable management.
Supplementary Explanation Relating to Independence
Ayako Sonoda meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
***

As Ayako Sonoda took office as Director on June 29, 2023, 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.
Ayako Sonoda is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Ayako Sonoda, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If she is appointed, the Company intends to continue her appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]
New

Candidate No.

14

Naosuke Oda

OutsideIndependent(June 3, 1953)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1977
Joined Nippon Kokan K.K. (currently JFE Steel Corporation)
Apr. 2012
Representative Director and Executive Vice President, JFE SteelCorporation
Apr. 2016
President and CEO, JFE Shoji Corporation
Jun. 2017
President and CEO, JFE Shoji Corporation and Director, JFE
Holdings, Inc.
Apr. 2021
Senior Advisor, JFE Shoji Corporation
Apr. 2023
Advisor, JFE Shoji Corporation (Current position)(Significant Positions Concurrently Held)
Director, Daio Paper Corporation

Number of the shares of theCompany held:–
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):–
Attendance to the meetings ofthe Board of Directors (FY2023):–

Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Naosuke Oda 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 highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
management experience in a steel company.
Supplementary Explanation Relating to Independence
Naosuke Oda meets the “Standards for the Independence of Outside Directors,” which have been established by
the Company.
**

Naosuke Oda is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
If the appointment of the candidate, Naosuke Oda, is approved, the Company will appoint him as Independent Director andnotify such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.

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[Translation for Reference and Convenience Purposes Only]
Notes:
1. There is no special interest between any of the candidates and the Company.
2. Outline of the liability limit agreements entered into with Candidates for Outside Directors is as follows:
1) The Company has entered into agreements, in accordance with Article 427, paragraph (1) of theCompanies Act, with the six (6) Outside Directors currently in office (Masaaki Shirakawa, Tetsuo
Narukawa, Tsuyoshi Okamoto, Melanie Brock, Wataru Sueyoshi and Ayako Sonoda) 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 six (6) candidates is approved, the Company intends to continue the above
liability limit agreements.
2) If the appointment of the candidate, Naosuke Oda is approved, the Company will enter into anagreement, in accordance with Article 427, paragraph (1) of the Companies Act, with Naosuke Oda tolimit his liability to compensate damages under Article 423, paragraph (1) of the Companies Act. The
limitation on liability of the Outside Director to compensate damages under such agreement will be either¥10 million or the respective amounts set forth in the relevant laws and regulations, whichever is higher.
3. An outline of the directors and officers liability insurance policy is as follows:
The Company has entered into a directors and officers liability insurance policy with an insurance company,as provided for in Article 430-3, paragraph (1) of the Companies Act, covering Directors, Corporate
Executive Officers and Executive Officers of the Company and Group Executive Officers, as well as
Directors, Statutory Auditors and Executive Officers of domestic subsidiaries, executives and employees of
the Company who are dispatched to companies other than the Company’s subsidiaries and hold a position of
Director or Corporate Executive Officer at such companies under the Companies Act, and Directors, etc., ofoverseas subsidiaries who are dispatched from the Company or domestic subsidiaries. The insurance
premiums for the insurance policy are fully borne by the Company.
The insurance policy covers damages and litigation costs that may arise from liability borne by the insured in
the course of execution of their duties or claims pertaining to the pursuit of such liability. (However, as ameasure to prevent the appropriateness of execution of their duties as Officer, etc. from being impaired,damages, etc. arising from criminal acts or intentional violation of laws and regulations are not covered by
the insurance policy.)
If the appointment of each candidate in this proposal is approved and adopted, they will be included as theinsured. The Company intends to renew such insurance policy with the same details during their terms ofoffice.

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[Translation for Reference and Convenience Purposes Only](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.
When nominating candidates for Directors, the overall Board of Directors shall ensure a diverse backgroundand an appropriate balance among individual Directors for their experience and knowledge in specialized fields,
as stipulated in Article 5 (Composition of the Board of Directors) of the “Mitsubishi Estate Co., Ltd. Corporate
Governance Guidelines.”
2. Candidates for Directors
The candidates for Directors shall fulfill the duty of care of a prudent manager toward the Company, 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 theskills necessary to implement the management strategies, while possessing the qualities and capabilities tocontribute to enhancing the Company’s medium- to long-term, sustainable corporate value, in view of its
business characteristics such as supporting urban development in the Marunouchi area.
(1) Candidates for Inside Directors
For Directors from within the Company, in addition to displaying the above-mentioned qualities andcapabilities of being especially outstanding in integrity, leadership, foresight, etc., candidates to be
nominated shall be officers responsible for the Company’s business group or officers responsible forcorporate staff who have extensive knowledge and experience related to the Group’s business, who can
perform oversight roles with a company-wide perspective, and who are highly trained, or, alternatively,
personnel with this experience or personnel with translatable experience.
(2) Candidates for Outside Directors
For Outside Directors, in addition to the above-mentioned qualities and capabilities, candidates shall be
nominated for their operational and management experience, their application of their experience andknowledge in specialized fields such as global business and risk management, for having the personality andknowledge enabling objective and fair judgments, based on the perspective that they would contribute to thecommon interests of the shareholders without bias toward the interest of any particular party of interest, andfor satisfying the “standards for the independence of Outside Directors.”
3. The revision or abolishment of these standards shall require a resolution of the Nominating Committee.
[Standards for the Independence of Outside Directors]
As a general principle, candidates shall not be elected if the Tokyo Stock Exchange’s standards for independence
and the following standards for the independence of Outside Directors apply to them.
(i)A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting rights to
the Company.
(ii) A transaction party or executive member of an entity whose transactional amounts in the most recent fiscal
year have exceeded 2% of consolidated revenue from operations of the Company.
(iii) A representative employee, employee or staff of the Company’s Accounting Auditor.
(iv) An attorney, certified public accountant, tax accountant, consultant or other party who has received
compensation from the Company exceeding ¥10 million in the most recent fiscal year.

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[Translation for Reference and Convenience Purposes Only]

Attached Documents
Business Report(April 1, 2023, through March 31, 2024)
I. Current Situation of the Mitsubishi Estate Group
1. Progress and Results of Operations
In a broad range of business fields including its commercial property business, which encompasses all
aspects of operations related to the development and management of property (excluding residential
housing) domestically, the residential business centered on the sale of condominiums and single-unit
houses, the international business, the investment management business, and the architectural design &engineering and real estate services business, the Mitsubishi Estate Group (the “Group”) has strived forthe businesses while monitoring changes in the business environment surrounding these markets andour businesses.
Operating revenue for the fiscal year ended March 31, 2024 increased by ¥126,860 million from theprevious fiscal year to ¥1,504,687 million mainly due to increases in revenue and profit from the salesof properties in the commercial property business, increases in revenue and profit from leasing in theretail facility and hotel businesses due to improved business environment, an increase in profit from thesales of condominiums in the residential business, and a decrease in profit from the sales of properties in
the international business. Operating profit decreased by ¥18,075 million from the previous fiscal yearto ¥278,627 million and ordinary profit decreased by ¥30,661 million from the previous fiscal year to¥241,158 million.
As to extraordinary income and losses, extraordinary income of ¥45,513 million was recorded mainly
due to gain on sale of investment securities, whereas extraordinary losses of ¥12,138 million was posted
due to impairment losses on equity investments.
As a consequence, profit attributable to owners of parent amounted to ¥168,432 million, an increaseof ¥3,089 million from the previous fiscal year.
Status of Operating Revenue
Commercial Property BusinessResidential Business
International Business
Investment Management
Business
Architectural Design &Engineering Business and Real
Estate Services Business
Other
Eliminations
Total

Operating revenue(Millions of yen)
849,771
398,827
173,770

Composition ratio
(%)
55.3
25.9
11.3

30,9622.0

73,265

4.8

11,009(32,918)
1,504,687

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

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[Translation for Reference and Convenience Purposes Only]
Commercial Property Business
Operating Revenue:
Total ¥849,771 million (Up 9.3% year on year)
Scope of Main Businesses: Development, leasing and management of office buildings, commercial
complexes, logistics facilities, hotels, etc.
Operation of airport facilities
Parking lot operation
District heating and cooling business
Progress of Marunouchi Redevelopment Project
We position urban development around the Otemachi, Marunouchi and Yurakucho areas (Marunouchiarea) in the 2020s as the Marunouchi NEXT Stage, and promote the “creation of a stage where people
and companies gather and interact to create new ‘value’” based on the Marunouchi Re-design. We put
forth a strategy for Urban Development for the Post COVID-19 Era in July 2020 during the period of
the spread of COVID-19, and implemented various initiatives to transform the Marunouchi area from a“place where 280,000 workers spend eight hours a day, five days a week” into a “stage where one
million diverse workers gather at their optimal time and interact to create new value.” In the post
COVID-19 era, we are promoting various measures based on the following five strategies for urban
development to accelerate the Marunouchi NEXT Stage: “providing diverse places,” “diverse themes
and communities,” “connecting and transmitting information from various aspects,” “triggering creative
activities,” and “realizing a digital vision and smart city.” We are promoting a variety of measures tocreate a city where people and businesses can gain more diverse stimulation, interact with each other,and create new value than ever before.
In terms of development plans, we are promoting “TOKYO TORCH (Tokyo Tokiwabashi Project)”under the project vision of “brighten the future and rise energy of Japan” in the Tokiwabashi area. In
September 2023, we started the construction of “Torch Tower (Tower B),” which will become the tallest
building in Japan, with a high-rise office of approximately 2,000 tsubo (approx. 6,611.57 m2) on thestandard floors, a large-scale commercial facility, an observation deck, rental housing, an ultra-luxury
hotel, and a 2,000-seat hall. The “Torch Tower (Tower B)” obtained LEED® BD+C (CS, Core & Shell)
Gold precertification, which is the LEED® (Leadership in Energy & Environmental Design)certification for new construction administered by the U.S. Green Building Council (USGBC®) as aninternational environmental performance evaluation system. It also obtained precertification for officeuse under the WELL Building StandardTM (WELL Certification), administered by the International
WELL Building Institute (IWBI), which focuses on people’s health and wellness. Gold level
certification is expected upon completion of construction.
We are also promoting redevelopment plans in the Yurakucho area.
For existing buildings, as the final step of the phased renewal of the “Marunouchi Building,” whichmarked its 20th anniversary in 2022, and the “Shin-Marunouchi Building,” which marked its 15th
anniversary in the same year, in April 2023, we renewed and reopened the “MARUCHIKA,” a foodzone on the first basement floor of the Marunouchi Building, and the “Marunouchi House,” a restaurant
floor on the 7th floor of the Shin-Marunouchi Building, which houses unique and distinctive restaurants
and bars, respectively.
As services for workers, we launched in June 2023 the “Machi Workers,” a membership program which
offers various perks and services through an app to workers of offices and stores we lease in the
Marunouchi area.
Progress of Development and Operation BusinessWe have completed the construction of five “CIRCLES” properties, which we started supplying in 2019as compact offices with a high level of design and comfort for growing companies that have outgrownshared offices and other small offices. Completed constructions include “CIRCLES Kandaogawamachi”(Chiyoda-ku, Tokyo) and “CIRCLES Gotanda” (Shinagawa-ku, Tokyo).
In January 2024, we started the construction of the “Dogenzaka 2-chome South District Type 1 Urban
Redevelopment Project” (Shibuya-ku, Tokyo), a large-scale redevelopment of an
office/commercial/hotel complex directly connected to the Shibuya Station of the Keio Inokashira Line.
In March 2024, we also started the construction of the “Akasaka 2-6-chome District Development Plan”(Minato-ku, Tokyo), which was designated as a National Strategic Special Zone in November 2021,
with a theater with cutting-edge streaming equipment, a high-grade hotel meeting international
standards, and a function to promote development and interaction of startups and creators (an incubation- 26 -

[Translation for Reference and Convenience Purposes Only]
facility), in addition to offices and a commercial facility, directly connected to the Akasaka Station of
the Tokyo Metro Chiyoda Line.
In addition, as a project to “enter the domain of services and contents offering” under the Long-Term
Management Plan, we have been promoting investment, planning, and development of “concept-based
camping facilities” that offer experience and ambiance which are not available at conventional camping
facilities. In September 2023, we opened the “CAMP and CABINS YAMANAKAKO” (Yamanakakomura, Minamitsuru-gun, Yamanashi), the first camping facility planned and developed by us.
As for logistics facilities, construction of “Logicross Zama” (Zama-shi, Kanagawa) and “Logicross
Sagamihara” (Sagamihara-shi), which are multi-tenant logistics facilities of the “Logicross” brand, wascompleted in November and December 2023, respectively. They are our largest logistics facilities withseismic isolation structures.
In the hotel development business, in June 2023, the Company opened “Hilton Okinawa Miyako Island
Resort” (Miyakojima-shi, Okinawa), which is Hilton’s first property on remote islands of Okinawa, andin an adjacent area of the said hotel, the Company started construction of “Canopy by Hilton Okinawa
Miyako Island Resort” (Miyakojima-shi, Okinawa) in September 2023, which is the first resort facility
in the Asia-Pacific region by Hilton’s lifestyle brand “Canopy by Hilton.” In the hotel managementbusiness, Mitsubishi Estate Hotels & Resorts Co., Ltd. continued to develop the “Royal Park Hotels”
brand by opening “The Royal Park Canvas Fukuoka Nakasu” (Fukuoka-shi), which is the second Royal
Park Hotel opened in Fukuoka, in August 2023, and “The Royal Park Hotel Iconic Nagoya” (Nagoyashi), with a tea lounge which offers an experience of the culture of Japanese tea ceremonies as well as adining venue with one of the largest rooftop terraces in Japan, in February 2024. “The Royal Park Hotel
Iconic Nagoya” is the fourth hotel opened under the “Iconic” brand, which is the flagship line of “THE
Series” of the Royal Park Hotels, and is the 18th “THE Series” hotel.
Regarding Group companies, in addition to the building rental revenue of Tokyo Ryutsu Center Inc.,
which completed the reconstruction of “Distribution A Building,” one of the largest multi-tenant
logistics facilities in the Tokyo metropolitan bay area, in August 2023, the building rental revenue ofMitsubishi Estate Simon Co., Ltd., the building rental revenue of Sunshine City Corporation, revenue
from facility usage fees of Japan Regus Co., Ltd., and revenue from the building operation, management
and consignment, etc. of Mitsubishi Jisho Property Management Co., Ltd. contributed to segment
revenue.

- 27 -

[Translation for Reference and Convenience Purposes Only]
Residential Business
Operating Revenue:
Total ¥398,827 million (Up 15.1% year on year)
Scope of Main Businesses: Development, sale, leasing, management, brokerage 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 Gran Kamiyamacho (Shibuya-ku, Tokyo), the Parkhouse Itabashi Oyama Okusunomori(Itabashi-ku, Tokyo), the Parkhouse Kawagoe Tower (Kawagoe-shi, Saitama), and the Parkhouse Kyoto
Kawaramachi (Kyoto-shi). Segment revenue also included condominium management consignment
revenue from Mitsubishi Jisho Community Co., Ltd., revenue from the custom-built housing business at
Mitsubishi Estate Home Co., Ltd., and revenue from sales brokerage of houses, etc. from Mitsubishi
Jisho House Net Co., Ltd.
International Business
Operating Revenue:
Total ¥173,770 million (Down 1.3% year on year)
Scope of Main Businesses: Overseas real estate development, sales, leasing and management
Construction of a large-scale office redevelopment project “8 Bishopsgate” in London City, U.K. wascompleted in June 2023, and “One City Centre,” a large-scale office complex, fully opened in theCentral Lumpini area of Bangkok CBD, Thailand, in January 2024.
In the United States, the Company participated in “1072 West Peachtree,” a large-scale mixed-use
development project centered on rental housing in the central part of Atlanta, Georgia, as well as “6005th,” an office development project using an existing building in Washington D.C., and started
construction of these projects. In Asia, we launched “The Grand Outlet – Kura Kura Bali (tentativename),” the first large-scale luxury outlet mall project in the island of Bali, Indonesia, and participatedin “International Tech Park Chennai, Radial Road,” a business park development project in Chennai,
India, and “Crystal Bridge,” a large-scale mixed-use development project in Shanghai, China.

- 28 -

[Translation for Reference and Convenience Purposes Only]
Investment Management Business
Operating Revenue:
Total ¥30,962 million (Down 13.7% year on year)
Scope of Main Businesses: Real estate investment management
Revenues primarily from fees pertaining to real estate investment management contributed to thesegment revenue. Mitsubishi Jisho Investment Advisors, Inc. (asset manager of Nippon Open Ended
Real Estate Investment Corporation, Mitsubishi Estate Logistics REIT Investment Corporation andothers), 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 assets under management both in Japan and overseas.
Architectural Design & Engineering Business and Real Estate Services Business
Operating Revenue:
Total ¥73,265 million (Up 20.6% year on year)
Scope of Main Businesses: Design and project supervision of buildings, civil engineering and interiorInterior finishing services, etc.
Brokerage, management, rental/leasing and appraisal of real estate
Real estate-related general consulting
As for the architectural design & engineering business, operating revenue comprised sales from thearchitectural design & engineering operations and consulting businesses of Mitsubishi Jisho Design Inc.
in relation to office buildings, complex facilities, and renovations. In addition, MEC Design
International Corporation recorded revenue from interior design supervision and interior finishing
contracts for offices, hotels, commercial complexes, and other buildings.
In the real estate services business, we strove to strengthen our services, expand operational scale andreinforce earning capability, in the distribution business, lease business, parking business and appraisal
business at Mitsubishi Real Estate Services Co., Ltd. In addition, Mitsubishi Estate Parks Co., Ltd.
recorded revenue from the parking lot operation, management and consignment, etc. related to theparking business.

- 29 -

[Translation for Reference and Convenience Purposes Only][Operating Results by Business Segment]

Business Segment

2023/3 Results
OperatingOperating Profit
Revenue(Millions of yen)2024/3 Results
OperatingOperating Profit
Revenue

Commercial Property Business

777,424

188,852

849,771

211,795

Residential Business

346,41935,037

398,827

38,888International Business

176,130

89,400173,770

51,448Investment Management Business

35,878

8,054

30,962(1,619)Architectural Design/Engineering &Real Estate Services

60,774

4,176

73,265

9,021

Other

11,801(2,121)

11,009(1,577)

Eliminations(30,602)(26,696)(32,918)(29,328)

1,377,827

296,7021,504,687

278,627

Total- 30 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Assets and Profit and Loss in the Last Three (3) Fiscal Years

Category

2021/3 Results(April 2020
through March
2021)

2022/3 Results(April 2021
through March
2022)

2023/3 Results(April 2022
through March
2023)(Millions of yen)2024/3 Results(April 2023
through March
2024)

Operating Revenue

1,207,594

1,349,489

1,377,827

1,504,687

Operating Profit

224,394

278,977

296,702

278,627

Ordinary Profit

210,965

253,710

271,819

241,158

Profit Attributable to
Owners of Parent

135,655

155,171

165,343

168,432

Earnings per Share (Yen)

101.34116.45125.54131.96

Total Assets

6,072,519

6,493,917

6,871,959

7,583,748

Net Assets

2,061,447

2,236,432

2,379,941

2,624,593

Net Assets per Share (Yen)

1,383.47

1,514.58

1,664.47

1,896.25

Note: The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020), etc. has
been applied from the beginning of the fiscal year ended March 31, 2022, and the figures for the results of2022/3 and thereafter are the figures after these accounting standards have been applied.

- 31 -

[Translation for Reference and Convenience Purposes Only]
3. Tasks Ahead for the Corporate Group
The Mitsubishi Estate Group has been implementing the Long-Term Management Plan 2030 formulated
in 2020 to provide stakeholders with value on a more sustainable and long-term basis in the future, and thetheme we set out in the Plan is to practice management based on both strategies for increasing social value
and strategies for increasing shareholder value.
In strategies for increasing social value, the Group recently revised the key themes for sustainability that
had been established in 2020, in response to changes in the social environment, etc., surrounding the Group.
We prioritized four key themes for the sustainability of both the Group and society, and reviewed material
issues. We will accelerate our initiatives to solve social issues through business activities, striving to provide
greater value and realize ESG targets as a company sought by the next generation.
As part of our efforts to realize a decarbonized society, we entered into a virtual PPA with a power
producer in November 2023, and started procuring “renewable energy with additionality,” generated in a
newly installed power generation facility, in order to accelerate the transition to renewable energy in theTokyo metropolitan area, where the electricity demand is high.
To further promote Diversity, Equity & Inclusion within and outside the Company, the Company
expressed its support for the Women’s Empowerment Principles (WEPs) and signed a statement for taking
action in accordance with the WEPs in February 2024. In terms of business and human rights, to deepen theefforts related to sustainability and ESG across the entire supply chain of the Group, we have beenpromoting initiatives since September 2023, by introducing consultation and grievance services for foreign
workers with the aim of establishing a grievance mechanism for foreign workers who work at construction
sites contracted by the Company, in addition to conducting supplier interview survey.
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 build 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.
Regarding shareholder return, the Company aims to improve stability and predictability, and has decided
to introduce a progressive dividend of ¥3 every fiscal year in principle (until Fiscal 2030), together with
continuing to purchase treasury shares.
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. Although we need to keep aclose eye on such factors as varying trends of office demand in Japan and overseas, price trends including
construction costs, energy costs, a rise in wages and rent increase, financial trends such as monetary policy
in Japan, a rapid hike of interest rates overseas and foreign currency exchange rates, and economic
conditions due to geopolitical trends, we will continue to make the investments necessary for the growth ofeach business and optimize their impact by diversifying the portfolio and promoting appropriate businesses,with the aim of realizing the goals of the Long-Term Management Plan. In addition, we will strengthen ourefforts to create new value by enhancing productivity through the provision of services that enable flexible
office use for diversifying work styles and managing commercial facilities and hotels in response to changes
in consumer behavior in Japan and demand from inbound tourists, and we will address issues that haveemerged as a result of changes in social conditions.
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.

- 32 -

[Translation for Reference and Convenience Purposes Only]
Overview of Long-Term Management Plan 2030 (Formulated in January 2020, and partially updated in May
2024)

1. Management Plan: Objective
Shared Fundamental Approach

Mitsubishi Estate Group Sustainability Vision 2050
Be the Ecosystem Engineers*1
Responsibility to the future generations
Return to basics
Continue responsible business which we can proudly pass down ・ Enhance the “earning power” or the fundamental ability
to the future generations as a legacy for the futureof the real estate business to respond to changes in theenvironment (i.e., core competence)
Responsibility to the planet
Maintain a healthy global environment to ensure sustainability ・ Ensure thorough asset management in a broad senseof the society and business environment
Responsibility as a leading company
Continue to be a company loved and sought by customers,
communities and employees

Fundamental ApproachContinue to provide social
infrastructure for the future
generations

2030 Target
Four key themes for thesustainability of both the Mitsubishi
Estate Group and society
1. Seek to provide urban properties
and services that can be proudly
passed down to the future
generations
2. Continue to work on reducing theenvironmental impact
3. Love people, empathize withpeople, and protect people
4. Create and circulate new value

Fundamental ApproachContinuously increase social value andshareholder value
A pair of driving wheels

Increasing
Shareholder
value

Increasing
Social value

SynergyBy realizing both the sustainable growth of the Mitsubishi
Estate Group and the sustainability of society, we will achieve
the following fundamental mission of the Group“Creation of a truly meaningful society through urban
development”- 33 -

Transformational improvements tothe business portfolio’s efficiency
and market resilience2030 Target
ROA*2

ROE

EPS

5%

10%

¥200

*1 We aspire to be a corporate group(engineers) that provides spaces
and infrastructure (ecosystems)
where all actors (individuals,
corporations, and more) are able
to coexist sustainably and thrive
together—economically,
environmentally, and socially.
(Announced on February 5, 2020)*2 ROA = Business Profit*4 / Total
assets (average of opening/closingbalances)[Translation for Reference and Convenience Purposes Only]
2. Key Assumptions for Quantitative Target
Profit Growth

Shareholder Return

Business Profit*3[Current framework]
Payout ratio: Approx. 30%
Dividend of ¥60 or more in 2030 inprinciple
Progressive dividend of +¥3 every
fiscal year in principle(until 2030)¥350.0 - 400.0 billion+
Continuous and flexible sharebuybacks
as part of capital policies

Financial Stability

Maintain current level ofcredit ratings

Will adjust to business conditions*3 Business Profit = Operating Profit + Share of profit (loss) of entities accounted for using equity method- 34 -

[Translation for Reference and Convenience Purposes Only]
3. [Increasing Social Value] Material Issues and Four Key Themes
Four Key Themes for the Sustainability of the
Mitsubishi Estate Group and Society

Classification of Material Issues
Maintenance andimprovement of urban
functionsCustomer satisfaction

Quality of products andservices

Resilience

Contribution to communities

Changes in lifestyle▼

Seek to provide urban properties andservices that can be proudly passed
down to the future generations

Communities
and services

Create “communities of choice,” which are loved
by all generations, and which grow organically

Increase in business costs (materials, fuel cost, lack of humanresources, etc.)
Climate change, reduction of GHG and embodied carbon
Reduction of waste, circularity▼

Supply chain (Environment)

Continue to work on reducing theenvironmental impact

Globalenvironment

Realize sustainable communities and global
environment

Biodiversity
Low birthrate and aging
society

Supply chain (Social)

Diversity, Equity & Inclusion of communities andstakeholders▼

Wellness of communities and stakeholders
Occupational safety andhealthLove people, empathize with people,
and protect people

Respect forpeopleCreate a society where diverse people can workand live happily

Business and human rights

Innovation▼

Partnership

Create and circulate new value

Creation ofvalue

Stay ahead of changing times and foster prosperity
and convenience

4. [Increasing Shareholder Value] Strengths and Growth Strategy of the GroupStrengths“Long-term view on Urban Development” and “Forward-looking DNA”
“Extensive user reach” and “Abundant real estate asset touchpoints”

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.

- 35 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the fiscal year under review, total capital expenditures of ¥451.4 billion were made mainly for the new
construction of the TOKYO TORCH (Tokyo Tokiwabashi Project), 8 Bishopsgate, Hilton Okinawa Miyako
Island Resort and other buildings.
(Millions of yen)2021/32022/32023/32024/3
Capital Expenditures

319,841

329,115

286,523

451,402

5. Situation of Financing
Category

Beginning BalanceEnding Balance

Short-Term Borrowings and2,022,987
Long-Term Borrowings
Commercial Papers―
Bonds Payable
847,219
Total
2,870,207
Note: Bonds payable above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease

2,256,040

233,052―
880,584
3,136,624―
33,365
266,417

With respect to bonds payable, the Company issued unsecured bonds (sustainability-linked bonds) of¥60.0 billion in May 2023.
6. Situation of Major Lenders (As of March 31, 2024)(Millions of yen)
Balance of Borrowings
530,027
203,838
184,717

Name of Lender
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
The Norinchukin Bank

7. Situation of Important Business Reorganization, etc.
･ With the aim of centralizing the hotel management function and separating and reorganizing themanagement and ownership functions of the hotels, Marunouchi Hotel Co., Ltd., which was a
subsidiary of the Company, and Mitsubishi Estate Hotels & Resorts Co., Ltd., which is a subsidiary of
the Company, implemented an absorption-type split with Marunouchi Hotel Co., Ltd. as the splitting
company and Mitsubishi Estate Hotels & Resorts Co., Ltd. as the successor company as of April 1,
2024. Mitsubishi Estate Hotels & Resorts Co., Ltd. succeeded to the operational functions ofMarunouchi Hotel Co., Ltd. In addition, on the same day, the Company and Marunouchi Hotel Co., Ltd.
merged through an absorption-type merger with the Company as the surviving company andMarunouchi Hotel Co., Ltd. as the absorbed company.
8. Main Offices, etc. (As of March 31, 2024)(1) The Company･ Head Office: 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo･ Branches: Hokkaido Branch (Sapporo-shi), Tohoku Branch (Sendai-shi), Yokohama Branch(Yokohama-shi), Chubu Branch (Nagoya-shi), Kansai Branch (Osaka-shi), Chushikoku Branch(Hiroshima-shi) and Kyushu Branch (Fukuoka-shi)(2) Principal Group Companies
Principal group companies are as stated in “9. Situation of Material Subsidiaries.”- 36 -

[Translation for Reference and Convenience Purposes Only]
9. Situation of Material Subsidiaries (As of March 31, 2024)
The
Paid-inCompany’s
Location of
CapitalCompany Name
Investment
Main Businesses
Head Office (Millions of
Ratio
yen)
(%)
Development, sales and
Mitsubishi Estate Residence Co., Chiyoda-ku,
15,000100.00Tokyo
leasing of real estate
Ltd.
Brokerage, management,
rental/leasing and appraisal of
Mitsubishi Real Estate Services Chiyoda-ku,
2,400
100.00 real estate,Co., Ltd.
Tokyo
real estate-related general
consulting
Design and contract
Mitsubishi Estate Home Co.,
Shinjuku-ku,
450
100.00 construction of custom-built
Ltd.
Tokyo
housesOperation and management of
Mitsubishi Jisho Property
Chiyoda-ku,
buildings and commercial
300
100.00Management Co., Ltd.
Tokyo
facilities owned by theCompany, etc.
Design and supervision of
Chiyoda-ku,
Mitsubishi Jisho Design Inc.
300
100.00 architecture and civilTokyoengineering
Shinjuku-ku,
Management of rental offices
Japan Regus Co., Ltd.
276
100.00Tokyo
and co-working space, etc.
Mitsubishi Estate Hotels &Chiyoda-ku,
Management of Royal Park100
100.00Resorts Co., Ltd.
Tokyo
HotelsMitsubishi Jisho Community
Chiyoda-ku,
General management of
100
71.47
Co., Ltd.
Tokyo
condominiums and buildings
Supply of heat and cooling toMarunouchi Heat Supply Co.,
Chiyoda-ku,
Marunouchi, Yurakucho,
2,775
65.59
Ltd.
Tokyo
Otemachi, Uchisaiwaichoand Aoyama districts
Toshima-ku,
Management of Sunshine City
Sunshine City Corporation
19,20063.20
Tokyo
and others
Rental/lease, operation andOta-ku,Tokyo Ryutsu Center Inc.
4,000
62.55 management of logistics
Tokyofacilities and office buildings
Mitsubishi Estate·Simon Co.,
Chiyoda-ku,
Management of Premium
249
60.00
Ltd.
Tokyo
Outlets®
Real estate business in the
MEC Group International, Inc. United
US$1,640
100.00 United States and other(a U.S. corporation)
Statesthousandcountries
UK
Real estate business in the
Mitsubishi Estate Europe Ltd. (a United£487,462
100.00 United Kingdom and other
U.K. corporation)
Kingdomthousandcountries
Mitsubishi Estate Asia Pte. Ltd.
S$392,644
Singapore
100.00 Real estate business in Asia
(a Singapore corporation)
thousand
Notes:
1. The Company’s investment ratio (%) above is calculated including investments through its subsidiaries,etc.

2. In December 2023 and March 2024, the Company acquired additional shares of Tokyo Ryutsu Center Inc.
3. Royal Park Hotels and Resorts Co., Ltd. changed its trade name to Mitsubishi Estate Hotels & Resorts Co.,
Ltd., as of January 1, 2024.

4. The Company’s consolidated subsidiaries totaled three hundred and seventeen (317), and one hundred andtwenty-eight (128) companies were accounted for by the equity method.

- 37 -

[Translation for Reference and Convenience Purposes Only]
The results of corporate affiliations during the fiscal year under review are as stated in the aforementioned“1. Progress and Results of Operations.”

10. Status of Employees (As of March 31, 2024)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Number of Employees
Commercial Property BusinessResidential Business
International Business
Investment Management BusinessArchitectural Design & Engineering Business andReal Estate Services Business
Other
Corporate (shared)
Total

4,432
3,483
381
377
1,498
494
380
11,045

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

Average Years ofService

1,093

+80

40 years andthree (3) months

13 years andnine (9) months

Note: The above figures indicate the number of regular workers (excluding temporary employees).

- 38 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2024)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000 shares(2) Total Number of Issued Shares:
1,324,288,306 shares(including 58,052,023 treasury shares)(3) Number of Shareholders:
91,127(4) Major Shareholders (Ten (10) Largest Shareholders)
Investment in the Company
Number of Shares
Shareholder Name
Investment Ratio
Held(%)(Thousands)
The Master Trust Bank of Japan, Ltd. (Trust account)

220,501

17.41

Custody Bank of Japan, Ltd. (Trust account)

77,429

6.11

Meiji Yasuda Life Insurance Company

42,194

3.33

STATE STREET BANK WEST CLIENT - TREATY
50523424,244

1.91

SSBTC CLIENT OMNIBUS ACCOUNT

21,828

1.72

Takenaka Corporation

18,150

1.43

Obayashi Corporation

16,422

1.29

Shimizu Corporation

16,367

1.29

JP MORGAN CHASE BANK 385781

16,165

1.27

JP MORGAN CHASE BANK 385632

14,645

1.15

Note: The investment ratio is calculated after deducting treasury shares from the issued shares of theCompany.
(5) Situation of Shares Delivered to Corporate Executive Officers and Executive Officers inCompensation for the Execution of Duties during the Fiscal Year under Review･ The Company has delivered 159,042 shares of the Company’s common stock on May 26, 2023,
and 146,281 shares of the Company’s common stock on August 25, 2023, respectively, as mediumto long-term performance-based remuneration (restricted stock compensation) to Corporate
Executive Officers, Executive Officers and Group Executive Officers. The restricted stock cannot
be transferred, used to create a security interest or otherwise disposed of until the day ofresignation from all positions of Directors, Corporate Executive Officers, Executive Officers andGroup Executive Officers of the Company.
･ Of the above, stock remuneration delivered to Corporate Executive Officers and Executive Officers
in compensation for the execution of their duties during the fiscal year under review are as follows.
Note that no stock compensation is delivered to Directors and Outside Directors who do notconcurrently serve as Executive Officers.
Number of Shares
Category
Number of Deliverees
DeliveredCorporate Executive Officers (including Corporate
Executive Officers who concurrently serve as16
185,720 shares
Directors)- 39 -

[Translation for Reference and Convenience Purposes Only](6) Other Important Matters regarding the Shares･ At the Board of Directors meeting held on November 10, 2022, a resolution was passed to buyback the Company’s common stock by means of market purchase on the Tokyo Stock Exchange
from November 11, 2022 to November 10, 2023, with the maximum number of shares to bepurchased being 70,000,000 shares and the maximum amount to be paid for the buyback being¥100 billion. The Company completed the repurchase of treasury shares at a cost of approximately¥100 billion on November 10, 2023.
･ At the Board of Directors meeting held on May 10, 2024, a resolution was passed to purchasetreasury shares at a total cost of no more than ¥50.0 billion and acquire up to 32,000,000 sharesthrough the market purchase of the Company’s common stock available on the Tokyo Stock
Exchange during the period from May 13, 2024 to November 11, 2024.
･ President and Chief Executive Officer delegated by resolution of the Board of Directors decided tocancel 53,012,100 treasury shares as of May 31, 2024. The said number of shares was calculated
by deducting 4 million shares which are expected to be used in the future for restricted stockcompensation, etc., from 57,012,100 shares which had been acquired by a resolution at the meetingof the Board of Directors held on November 10, 2022.

- 40 -

[Translation for Reference and Convenience Purposes Only]
2. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2024)
Name

Positions and Assignmentsin the Company

Junichi Yoshida

Director

Atsushi Nakajima

Director

Bunroku Naganuma

Director

Naoki Umeda

Director

Mikihito Hirai

Director

Material Concurrent Positions
President, The Real Estate Companies
Association of Japan (General
Incorporated Association)

Director
Noboru Nishigai

Member of the Audit
Committee

Director
Hiroshi Katayama

Member of the Audit
Committee

Director
Tsuyoshi Okamoto

Member of theNominating Committee(Chairman)
Member of theRemuneration Committee

Director
Tetsuo Narukawa

Member of the Audit
Committee (Chairman)

Honorary Advisor, Tokyo Gas Co., Ltd.
Director, Japan Post Holdings Co., Ltd.
Director, Asahi Kasei Corporation
Director, Audit and Supervisory
Committee Member, Okasan Securities
Co., Ltd.

Director
Masaaki Shirakawa

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Director
Shin Nagase

Member of the Audit
Committee

Director
Wataru Sueyoshi

Member of the Audit
Committee

Director
Ayako Sonoda

Member of theNominating Committee
Member of theRemuneration Committee

Director
Melanie Brock

Member of theNominating Committee
Member of theRemuneration Committee

Distinguished Guest Professor, Aoyama
Gakuin University

Director, HAPPINET CORPORATION
Director, TOSHIBA TECCORPORATION
Partner, Sueyoshi & Sato
Director, Audit and Supervisory
Committee Member, Riken Vitamin Co.,
Ltd.
Representative Director & Chairman, Creen Inc.
Director, Lotte Co., Ltd.
Representative Director, Mirai RITA
Foundation (Public Interest Incorporated
Foundation)
CEO, Melanie Brock Advisory Ltd.
Director of the Board, SEGA SAMMYHOLDINGS INC.
Director, Kawasaki Heavy Industries, Ltd.
Director, Asahi Group Holdings, Ltd.

Notes:
1. Directors Atsushi Nakajima, Bunroku Naganuma, Naoki Umeda and Mikihito Hirai concurrently
serve as Corporate Executive Officers.
- 41 -

[Translation for Reference and Convenience Purposes Only]
2. Directors Tsuyoshi Okamoto, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Wataru
Sueyoshi, Ayako Sonoda and Melanie Brock are Outside Directors.
3. Directors Noboru Nishigai and Hiroshi Katayama are full-time Audit Committee members. The
Company appoints full-time Audit Committee members from the perspective of ensuring theeffectiveness of the Audit Committee audits.
4. Audit Committee member Hiroshi Katayama has experience working for the accounting departmentof the Company and considerable knowledge of finance and accounting.
5. Director Ayako Sonoda has retired from the position of director of BIPROGY Inc. as of June 28,
2023.
6. Director Melanie Brock assumed the office as Director of Kawasaki Heavy Industries, Ltd. as ofJune 28, 2023.
7. Director Melanie Brock assumed the office as Director of Asahi Group Holdings, Ltd. as of March
26, 2024.
8. At the conclusion of the 124th Ordinary General Meeting of Shareholders held on June 29, 2023,
Directors Hirotaka Sugiyama, Junichi Tanisawa, Hitoshi Kubo, Setsuko Egami and Iwao Taka
retired from their positions due to expiration of their terms of office.
9. At the 124th Ordinary General Meeting of Shareholders held on June 29, 2023, Bunroku Naganuma,
Mikihito Hirai, Wataru Sueyoshi and Ayako Sonoda were newly elected as Directors, and assumed
office on the same day.
10. The Company has no relationship to be disclosed in terms of material concurrent positions ofrespective Outside Directors and their relationships with the Company.
11. 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, Tetsuo Narukawa,
Masaaki Shirakawa, Shin Nagase, Wataru Sueyoshi, Ayako Sonoda and Melanie Brock) 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 tobe either ¥10 million or the respective amounts set forth under the laws and regulations, whicheveris higher.
12. Outline of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act, covering Directors,
Corporate Executive Officers, Executive Officers of the Company and Group Executive Officers, aswell as Directors, Statutory Auditors and Executive Officers of domestic subsidiaries, executives
and employees of the Company who are dispatched to companies other than the Company’s
subsidiaries and hold a position of Director or Corporate Executive Officer at such companies under
the Companies Act, and Directors, etc., of overseas subsidiaries who are dispatched from theCompany or domestic subsidiaries. The insurance premiums for the insurance policy are fully borneby the Company.
The insurance policy covers damages and litigation costs that may arise from liability borne by the
insured in the course of execution of their duties or claims pertaining to the pursuit of such liability.
(However, as a measure to prevent the appropriateness of execution of their duties as Officer, etc.
from being impaired, damages, etc. arising from criminal acts or intentional violation of laws andregulations are not covered by the insurance policy.)
13. The Company designates Tsuyoshi Okamoto, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase,
Wataru Sueyoshi, Ayako Sonoda and Melanie Brock as independent directors as stipulated by the
Tokyo Stock Exchange and other exchanges and made such notification of these officers to theTokyo Stock Exchange and other exchanges.

- 42 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Corporate Executive Officers (As of March 31, 2024)
Name

Atsushi Nakajima

Futoshi Chiba

Kenji Hosokane

Yuji Fujioka

Bunroku Naganuma

Yutaro Yotsuzuka

Keiji Takano

Toru Kimura

Ikuo Ono

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer
a. Assistant to the President;
Representative Corporate b. Supervising Business Development, Client
Executive Officer
Relations & Solutions Group; andDeputy President
c. Responsible for Client Strategy Planning
Department
a. Assistant to the President;b. Supervising Commercial Property
Business Group;c. Responsible for Commercial Property
Business Planning Department;
Representative Corporate d. Responsible for Commercial Property
Executive Officer
Business Strategy Department;
Deputy President
e. Responsible for Content Business
Planning and Operation Department; andf. President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho(General Incorporated Association)
a. Responsible for Airport Business
Representative Corporate
Department; andExecutive Officer
b. Responsible for Hotel Business
Executive Vice President
Department
a. Responsible for Corporate Planning
Representative Corporate
Department; andExecutive Officer
b. Responsible for Sustainability
Executive Vice PresidentManagement and Promotion Department
a. Responsible for Mixed Use Development
Department;
Representative Corporate
b. Responsible for TOKYO TORCH
Executive Officer
Department; andExecutive Vice President
c. Responsible for Urban Redevelopment
Department
a. Responsible for Business Creation
Department;
b. Responsible for DX Promotion
Senior Executive Officer
Department;c. Responsible for Information System; andd. Responsible for Information System
Securitya. Supervising Investment Management
Group;
Senior Executive Officer b. Responsible for Investment Management
Business Department; andc. Director, MEC Group International, Inc.
Senior Executive Officer
Responsible for Kansai Branch- 43 -

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Naoki Umeda

Senior Executive Officer

Ryozo Kawabata

Senior Executive Officer

Haruhiko Araki

Senior Executive Officer

Masato Aikawa

Senior Executive Officer

Hirofumi Kato

Senior Executive Officer

Mikihito Hirai

Corporate Executive
Officer

Assignments in the Company and Material
Concurrent Positions
a. Responsible for Finance & Accounting
Department; andb. Responsible for Corporate
Communications Department
Responsible for Office Leasing and Tenant
Relations Department
a. Responsible for Commercial Property
Management Department;
b. Responsible for xTECH Leasing andPromotion Department;c. Responsible for Flexible Workspace
Planning and Operation Department;
d. Responsible for Museum Management
Office;e. Director, Mitsubishi Jisho Property
Management Co., Ltd.; andf. Senior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
a. Supervising International Business Group;b. Responsible for International Business
Planning Department; andc. Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.
a. Supervising Residential Business Group;b. Responsible for Residential Business
Planning Department;c. Responsible for CLT Business, Residential
Land & Recreational Facilities
Management Department; andd. Director, Mitsubishi Estate Residence Co.,Ltd.
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

Notes:
1. Corporate Executive Officers Atsushi Nakajima, Bunroku Naganuma, Naoki Umeda and Mikihito
Hirai concurrently serve as Directors.
2. Corporate Executive Officer Futoshi Chiba retired from the position due to expiration of tenure on
March 31, 2024.
3. Among the companies indicated in Assignments in the Company and Material Concurrent Positions,
Mitsubishi Estate Residence Co., Ltd., Mitsubishi Jisho Property Management Co., Ltd. and MEC
Group International Inc. are operating in the real estate business (a business in which the Company
also engages).
4. Outline of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy with an insurancecompany, as provided for in Article 430-3, paragraph (1) of the Companies Act, covering Directors,
Corporate Executive Officers, Executive Officers of the Company and Group Executive Officers, aswell as Directors, Statutory Auditors and Executive Officers of domestic subsidiaries, executives
and employees of the Company who are dispatched to companies other than the Company’s
subsidiaries and hold a position of Director or Corporate Executive Officer at such companies under- 44 -

[Translation for Reference and Convenience Purposes Only]
the Companies Act, and Directors, etc., of overseas subsidiaries who are dispatched from theCompany or domestic subsidiaries. The insurance premiums for the insurance policy are fully borneby the Company.
The insurance policy covers damages and litigation costs that may arise from liability borne by the
insured in the course of execution of their duties or claims pertaining to the pursuit of such liability.
(However, as a measure to prevent the appropriateness of execution of their duties as Officer, etc.
from being impaired, damages, etc. arising from criminal acts or intentional violation of laws andregulations are not covered by the insurance policy.)- 45 -

[Translation for Reference and Convenience Purposes Only]
Situation of Corporate Executive Officers as of April 1, 2024 is as follows:[Corporate Executive Officers]
Name

Atsushi Nakajima

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer

Kenji Hosokane

Representative Corporate
Executive Officer
Deputy President

Yuji Fujioka

Representative Corporate
Executive Officer
Executive Vice President

Bunroku Naganuma

Representative Corporate
Executive Officer
Executive Vice President

Yutaro Yotsuzuka

Representative Corporate
Executive Officer
Executive Vice President

Ryozo Kawabata

Representative Corporate
Executive Officer
Executive Vice President

Keiji Takano

Senior Executive Officer

Toru Kimura

Senior Executive Officer- 46 -

Assistant to the President;
Supervising Marunouchi Property
Business Group; Responsible for
Marunouchi Property Business Planning
Department; and Responsible for
Marunouchi Property Management
Department
Director, Mitsubishi Jisho Property
Management Co., Ltd.
President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho(General Incorporated Association)
Supervising Commercial Property
Business Group;
Responsible for Commercial Property
Business Planning Department; andResponsible for Commercial Property
Management Department
Responsible for Corporate Planning
Department; and Responsible for
Sustainability Management and Promotion
Department
Responsible for Urban Project
Development Department; Responsible for
Urban Redevelopment Department; andResponsible for Hotel Business
Department
Supervising Business Development, Client
Relations & Solutions Group; Responsible
for Client Strategy Planning Department;
Responsible for Office Leasing and Tenant
Relations Department 1; and Responsible
for Office Leasing and Tenant Relations
Department 2
Responsible for Business Creation
Department; Responsible for DX
Promotion Department;
Responsible for Information System; andResponsible for Information System
Security
Supervising Investment Management
Group; Responsible for Investment
Management Business Department; andDirector, MEC Group International, Inc.

[Translation for Reference and Convenience Purposes Only]
Name

PositionsIkuo Ono

Senior Executive Officer

Naoki Umeda

Senior Executive Officer

Haruhiko Araki

Senior Executive Officer

Masato Aikawa

Senior Executive Officer

Hirofumi Kato

Senior Executive Officer

Toru Takeda

Senior Executive Officer

Mikihito Hirai

Corporate Executive
Officer

Assignments in the Company and Material
Concurrent Positions
Responsible for Kansai Branch
Responsible for Finance & Accounting
Department; and Responsible for
Corporate Communications Department
Responsible for Area Management
Planning Department; Responsible forContent Business Planning and Operation
Department;
Responsible for Flexible Workspace
Planning and Operation Department;
Responsible for Innovative Communities
Department; andResponsible for Museum Management
OfficeSupervising International Business Group;
Responsible for International Business
Planning Department; andDirector Deputy President, Mitsubishi
Estate Residence Co., Ltd.
Supervising Residential Business Group;
Responsible for Residential Business
Planning Department; Responsible for
CLT Business, Residential Land &Recreational Facilities Management
Department; andDirector, Mitsubishi Estate Residence Co.,Ltd.
Responsible for Airport Business
Department; Responsible for Kamiseya
Business Planning Office; and Responsible
for Yokohama Branch
Responsible for Human Resources
Department; Responsible for General
Affairs Department; Responsible for Legal& Compliance Department; andResponsible for Compliance, Risk
Management and Disaster Prevention

Note: Corporate Executive Officer Toru Takeda took office as Corporate Executive Officer on April 1,
2024.

- 47 -

[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:
Amount Paid
Category
Number of Persons(Millions of yen)
Directors
14
520(of which Outside Directors)
(9)
(143)
Corporate Executive Officers
16
1,496
Total
30
2,017
Notes:
1. The above includes four Directors who retired at the conclusion of the 124th Ordinary General
Meeting of Shareholders held on June 29, 2023, and one Corporate Executive Officer who retired on
the same date.
2. Remuneration for the 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.
4. All the remuneration for the Company’s Directors is basic remuneration in the form of money.
5. Of the above amounts paid, the amounts of remuneration paid to sixteen (16) Corporate Executive
Officers by type are as follows:(1) Monetary remuneration

Basic remuneration: ¥614 million
Single-year performance-based remuneration: ¥381 million
Medium- to long-term performance-based remuneration (phantom stock): ¥190 million(2) Non-monetary remuneration

Medium- to long-term performance-based remuneration (restricted stock compensation): ¥309
million
6. With the aim of achieving further corporate growth and greater efficiency while guaranteeing
financial soundness, the amount of single-year performance-based remuneration varies depending
on consolidated business profit, EPS, ROA, ROE and the target level of business profit in thedivisions for which the individual Corporate Executive Officers and Executive Officers are
responsible. When determining remuneration, the amount is calculated using the actual indicators,
etc. for the previous fiscal year, and by taking into account an evaluation of qualitative aspects,
established during interviews with the President, including the degree of contribution to
performance over the medium to long term and the status of ESG-related initiatives. The results forconsolidated indicators in the previous fiscal year were as follows:
Results
Operating Profit¥296,962 million
EPS¥125.54
ROA
4.4%
ROE
7.9%
7. With the objectives of creating an incentive to work for sustainable growth, and of promoting more
complete sharing of values with shareholders, the amount of phantom stock remuneration will varydepending on the share price and on an indicator based on the total shareholder return (TSR) ranking
relative to other five (5) companies in the same industry (Nomura Real Estate Holdings, Inc., Tokyu
Fudosan Holdings Corporation, Mitsui Fudosan Co., Ltd., Tokyo Tatemono Co., Ltd. and Sumitomo
Realty & Development Co., Ltd.). The Company has set the performance evaluation period for the
Phantom Stock Plan (hereinafter the “Evaluation Period”) to be approximately three (3) years. The
remuneration amount is calculated by multiplying the remuneration base amount by share pricevolatility during the Evaluation Period and vesting ratio corresponding to the Company’s TSR rank
(from 0% to 100%). As the Evaluation Period has not yet expired, the above remuneration amount iscalculated based on the share price volatility and such vesting ratio at the end of the fiscal year
under review, i.e., calculated by multiplying the remuneration base amount by the simple average ofthe closing share prices during the last month of the fiscal year under review (¥2,557), dividing suchproduct by the issue price (¥1,623), and then multiplying such quotient by the vesting ratio
corresponding to the Company’s TSR rank (2nd, 80%).
- 48 -

[Translation for Reference and Convenience Purposes Only]
8. The details and situation of restricted stock delivered during the fiscal year under review aredescribed in “II. 1. (5) Situation of Shares Delivered to Corporate Executive Officers and Executive
Officers in Compensation for the Execution of Duties during the Fiscal Year under Review.”
9. The Outside Directors of the Company do not receive remuneration as directors from any of theCompany’s subsidiaries.

- 49 -

[Translation for Reference and Convenience Purposes Only](4) Policy Concerning Decisions on the Amounts of Remuneration, etc., Paid to Officers
The Company’s decision policy for the details of remuneration, etc. for each Director and Corporate
Executive Officer has been resolved by the Remuneration Committee. The Remuneration Committee
also confirmed that the method for deciding the details of remuneration, etc. paid to each Director andCorporate Executive Officer for the fiscal year under review and the details of decided remuneration are
consistent with the said decision policy, and therefore judged that the remuneration, etc. paid to each
Director and Corporate Executive Officer for the fiscal year under review are in line with the decision
policy.
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
performance targets, etc., aimed at in the management strategy and the Medium-Term Management
Plan and realizes sustained corporate value improvement and sharing of values with ourshareholders.
 The remuneration system shall be the one that allows for giving incentives to management
executives’ taking up of challenges and appropriate risk taking in line with the strategy targets andexpectations of shareholders and other stakeholders.
 The remuneration system shall be the one that makes it possible to fulfill the high accountability
for the benefit of our shareholders and other stakeholders through objective deliberations andjudgments at the Remuneration Committee.
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 serveas 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 theCompany, their remuneration shall, in principle, be comprised of basic remuneration and variable
remuneration.
Variable remuneration is comprised of monetary compensation that is paid based on short-term
performance, etc., and stock compensation, etc., (including monetary compensation paid basedon indicators such as stock price) that is paid with a view to realizing the medium- to long-term
sharing of values with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators forvariable remuneration and other matters shall be decided upon taking into account medium- tolong-term performance targets, etc., aimed at in the management strategy and the Medium-Term
Management Plan and factors such as position and responsibilities as Corporate Executive
Officers.

- 50 -

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

Tetsuo Narukawa

Masaaki Shirakawa

Shin Nagase

Wataru Sueyoshi

Ayako Sonoda

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 8/9
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 6/6

Status of Expression of Opinions and Outline ofDuties Performed in regard to Expected Roles
He executed supervision and check functions
regarding the Company’s management throughappropriate questions and/or remarks from an
objective viewpoint independent of management
executives who are in charge of executing
business affairs by leveraging his management
experience in an integrated energy company.
Meetings of the Board of
He executed supervision and check functions
Directors: 9/9
regarding the Company’s management throughMeetings of Audit Committee: appropriate questions and/or remarks from an
objective viewpoint independent of management
15/15
executives who are in charge of executing
business affairs by leveraging his management
experience in a financial institution, international
experience and management experience in a realestate company.
Meetings of the Board of
He executed supervision and check functions
Directors: 9/9
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 5/5
executives who are in charge of executing
Meetings of Remuneration
business affairs by leveraging his knowledge on
Committee: 6/6
finance and economy, etc., gained through his
experience in a central bank.
Meetings of the Board of
He executed supervision and check functions
Directors: 9/9
regarding the Company’s management throughMeetings of Audit Committee: appropriate questions and/or remarks from an
objective viewpoint independent of management
15/15
executives who are in charge of executing
business affairs by leveraging his management
experience in an airline company.
Meetings of the Board of
He executed supervision and check functions
Directors: 7/7
regarding the Company’s management throughMeetings of Audit Committee: appropriate questions and/or remarks from an
objective viewpoint independent of management
12/12
executives who are in charge of executing
business affairs by leveraging his knowledge on
corporate legal affairs, risk management andgovernance, etc. gained through his experience
as an attorney.
Meetings of the Board of
She executed supervision and check functions
Directors: 7/7
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 5/5
executives who are in charge of executing
Meetings of Remuneration
business affairs by leveraging her extensive
Committee: 4/4
knowledge regarding ESG, SDGs, and CSR,
etc., cultivated through consulting activities
related to sustainable management.

- 51 -

[Translation for Reference and Convenience Purposes Only]
Name
Melanie Brock

Attendance at meetings of theBoard of Directors, etc.

Status of Expression of Opinions and Outline ofDuties Performed in regard to Expected Roles

Meetings of the Board of
Directors: 9/9
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 6/6

She executed supervision and check functions
regarding the Company’s management throughappropriate questions and/or remarks from a
global perspective and based on an objective
viewpoint independent of management
executives who are in charge of executing
business affairs by leveraging her extensive
knowledge regarding marketing, businessstrategy, and diversity promotion activities, etc.,
cultivated through international consulting
activities.

Note: As Wataru Sueyoshi and Ayako Sonoda took office as Director on June 29, 2023, the number of
meetings counted as the scope of attendance for the Board of Directors meetings, etc., isdifferent from that of the other Directors.

- 52 -

[Translation for Reference and Convenience Purposes Only]
3. 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 topersons 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 otherlaws, by requesting necessary and sufficient information to allow shareholders to come to a conclusion as towhether the large-scale acquisition is appropriate or not, by disclosing the opinion of the Board of Directors,
which takes into account the views of the independent Outside Directors, and working for sufficient timeand information to enable consideration by shareholders.
- END -

- 53 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2024)
Account Item
(Assets)
Current assets
Cash and deposits
Trade notes and accounts receivable,
and contract assets
Securities
Real estate for sale
Real estate for sale in process
Real estate for development
Costs on construction contracts inprogress
Other inventories
Equity investments
Other securities
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Land in trust
Construction in progress
Other
Intangible assets
Leasehold interests in land
Other
Investments and other assets
Investment securities
Long-term loans receivable
Leasehold and guarantee deposits
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Total Assets

Amount
7,583,748
1,945,088
273,951

Account Item
(Liabilities)
Current liabilities
Trade notes and accounts payable

89,174

Short-term borrowings

4,752
53,792453,008719

Current portion of long-termborrowings
Current portion of bonds payable
Income taxes payable
Other

4,955

(Millions of yen)Amount4,959,155
871,447
87,094

1,358 Non-current liabilities
962,175
Bonds payable
101,985
Long-term borrowings(785)
Leasehold and guarantee deposits
received
Deferred tax liabilities
5,638,660
4,597,114
Deferred tax liabilities for land
revaluation
1,305,376
Retirement benefit liability
25,462
Provision for retirement benefits for
directors (and other officers)
2,403,359
540,882
Negative goodwill
297,382
Other
24,651(Net Assets)
104,743 Shareholders’ equity
77,192
Share capital
27,551
Capital surplus
Retained earnings
936,802
Treasury shares
434,243 Accumulated other comprehensive
5,078 income
151,033
Valuation difference on available126,652
for-sale securities
29,608Deferred gains or losses on hedges
191,404
Revaluation reserve for land
(1,219)Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
Non-controlling interests
7,583,748
Total Liabilities and Net Assets- 54 -

231,378
93,261
81,111
49,257329,344
4,087,707
799,472
1,931,400
450,325
357,466
264,082
27,424406
58,533
198,5942,624,593
1,463,054
142,414
156,961
1,265,749(102,071)
938,052
225,396(226)
526,417
132,469
53,995
71
223,414
7,583,748

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(April 1, 2023, through March 31, 2024)
Account Item
Operating revenue
Operating costs
Operating gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Other
Non-operating expenses
Interest expenses
Loss on retirement of non-current assets
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on amortization of negative goodwill
Extraordinary losses
Impairment loss on equity investments
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- 55 -(Millions of yen)Amount1,504,687
1,112,413
392,274
113,647
278,627
15,809
1,330
9,345
308
4,825
53,27835,996
5,817
11,465
241,158
45,513
10,38130,2804,850
12,13812,138274,532
89,7508,380
98,131
176,401
7,968
168,432

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)Account Item
AmountAccount Item
Amount(Assets)
5,742,398(Liabilities)
4,052,553
Current assets
1,507,561 Current liabilities
552,501
Cash and deposits
107,796
Accounts payable
33,745
Accounts receivable and contract assets
38,275
Short-term borrowings
85,184
Real estate for sale
18,752Current portion of long-term
32,440borrowings
Real estate for sale in process
37,777
Real estate for development
719
Current portion of bonds payable
81,111Equity investments
553,955
Income taxes payable
18,623
Deposits received
219,338
Short-term loans of affiliated
720,298
companies
Other
82,057
Other
33,488
Allowance for doubtful accounts(3,500) Non-current liabilities
3,500,052
Bonds payable
799,472
Long-term borrowings
1,623,378
Non-current assets
4,234,836
Property, plant and equipment
2,980,512
Leasehold and guarantee deposits
383,064
received
Buildings and structures
709,717
Machinery, equipment and vehicles
1,197
Deferred tax liabilities
206,138Land
1,627,055
Deferred tax liabilities for land
263,344
revaluation
Land in trust
519,383
Construction in progress
113,043
Reserve for retirement allowances
3,504
Other
10,115
Negative goodwill
48,902Other
172,247
Intangible assets:
27,301
Leasehold interests in land
14,338(Net Assets)
1,689,845
Other12,963 Shareholders’ equity
938,125
Share capital
142,414
Investments and other assets
1,227,022
Capital surplus
171,526
Investment securities
394,803
Capital reserve
171,526
Investments in shares of affiliatedRetained earnings
726,256
543,137
companies
Retained earnings reserve
21,663Long-term loans receivable
85,160
Other retained earnings
704,592
Leasehold and guarantee deposits
127,561
Reserve for special depreciation31
Prepaid pension cost
42,343
Reserve for advanced depreciation of
155,958
non-current assets
Other
34,268
Allowance for doubtful accounts(252)
Reserve for open innovation
674
promotion
General reserve
108,254
Earned surplus carried forward
439,673
Treasury shares(102,071)
Valuation, translation adjustments and751,648othersValuation difference on available-for222,838
sale securities

Total Assets

5,742,398

Deferred gains or losses on hedges(1,012)

Revaluation reserve for land
Share acquisition rights
Total Liabilities and Net Assets

529,82271
5,742,398- 56 -

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(April 1, 2023, through March 31, 2024)
Account Item
Operating revenue
Operating costs
Operating gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Non-operating expenses
Interest expenses
Bond interest
Loss on retirement of non-current assets
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on amortization of negative goodwill
Extraordinary losses
Loss on valuation of shares of affiliated companies
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 57 -(Millions of yen)Amount612,296444,533
167,762
35,168132,593
56,732
9,407
41,435
5,889
35,842
15,746
7,999
4,199
7,897
153,483
45,47010,36930,249
4,850
4,375
4,375
194,578
36,488
11,982
146,108

Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 17, 2024
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Kazunori Takenouchi
Designated Engagement Partner
Certified Public Accountant
Chihiro Yasunaga
Designated Engagement Partner
Certified Public Accountant
Teruyo Okubo
Designated Engagement Partner
Certified Public Accountant
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 theconsolidated financial statements of Mitsubishi Estate Co., Ltd. (the “Company”) applicable to thefiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated 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, 2024, 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 under those 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 theGroup in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordancewith these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
- 58 -

Other Information
The other information comprises the information included in the Group’s business report and its
supplementary schedules. Management is responsible for preparation and disclosure of the otherinformation. The Audit Committee is responsible for overseeing the duties of executive officers
and directors in designing and operating the Group’s reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to readthe other information and, in doing so, consider whether the other information is materiallyinconsistent with the consolidated financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit Committee for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for designingand operating such internal control as management determines is necessary to enable thepreparation 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 theGroup’s ability to continue as a going concern and disclosing, as required by accounting principles
generally accepted in Japan, matters related to going concern.
The Audit Committee is responsible for overseeing the duties of executive officers and directors indesigning and operating 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 are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion from an independent standpoint. 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 ofthese 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 sufficient and appropriate to provide a basis for our opinion.
・ Consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances for our risk assessments, while the purpose of the audit of theconsolidated financial statements is not expressing an opinion on the effectiveness of theGroup’s internal control.
- 59 -

・ 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 ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability tocontinue 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 the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation inaccordance 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 groupaudit. 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 ininternal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the consolidated 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, actions taken toeliminate threats or safeguards applied to reduce threats to an acceptable level.
Conflicts of Interest
Our firm and its designated engagement partners have no interest in the Group which should be
disclosed in accordance with the Certified Public Accountants Act.

- 60 -

Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 17, 2024
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Kazunori Takenouchi
Designated Engagement Partner
Certified Public Accountant
Chihiro Yasunaga
Designated Engagement Partner
Certified Public Accountant
Teruyo Okubo
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 436, Section 2, paragraph 1 of the Companies Act, we have audited theaccompanying 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, 2023 to March 31, 2024.
In our opinion, the accompanying financial statements present fairly, in all material respects, thefinancial position and results of operations of the Company applicable to the fiscal year ended
March 31, 2024, 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 under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company inaccordance 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 with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

- 61 -

Other Information
The other information comprises the information included in the Company’s business report andits supplementary schedules. Management is responsible for preparation and disclosure of theother information. The Audit Committee is responsible for overseeing the duties of executive
officers and directors in designing and operating the Company’s reporting process of the otherinformation.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statementsin accordance with accounting principles generally accepted in Japan, and for designing andoperating such internal control as management determines is necessary to enable the preparation offinancial 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 a going concern and disclosing, as required by accounting principles
generally accepted in Japan, matters related to going concern.
The Audit Committee is responsible for overseeing the duties of executive officers and directors indesigning and operating 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 awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion from an independent standpoint. Misstatements can arise fromfraud 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 thesefinancial 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 to provide a basis for our opinion.
・ Consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances for our risk assessments, while the purpose of the audit of thefinancial statements is not expressing an opinion on the effectiveness of the Company’s
internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
- 62 -

・ Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability tocontinue 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 financial statements or,if such disclosures are inadequate, to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events orconditions 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, and whether the financial statements represent the underlying transactions andevents in a manner that achieves fair presentation 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 ininternal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the financial statements inJapan, and to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied to reduce threats to an acceptable level.
Conflicts of Interest
Our firm and its designated engagement partners have no interest in the Company which should be
disclosed in accordance with the Certified Public Accountants Act.

- 63 -

[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, 2023, and ended March 31, 2024, 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 andbased on 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 the execution 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, the Audit Committee has examined important authorized documents and associatedinformation, and investigated the operations and financial conditions at headquarters and principal offices.

Moreover, the Audit Committee have communicated and exchanged information with the Directors,
Statutory Auditors and other relevant personnel of the subsidiaries and received business reports fromthe Company’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
the business report, based on progress of deliberations, etc. at the meetings of Board of Directors andothers.
(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) 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 statementof changes in net assets and notes to the consolidated financial statements), pertaining to the fiscal year
ended March 31, 2024.

- 64 -

[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 20, 2024
The Audit Committee of Mitsubishi Estate Co., Ltd.
Tetsuo Narukawa
Member of the Audit Committee (Chairman)
Noboru Nishigai
Member of the Audit Committee (full-time)
Hiroshi Katayama Member of the Audit Committee (full-time)
Shin Nagase
Member of the Audit Committee
Wataru Sueyoshi
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 Wataru Sueyoshi are Outside Directors as stipulated
in Article 2, item (xv) and Article 400, paragraph (3) of the Companies Act.

- 65 -