May 14, 2019
To whom it may concern:
Company Name: Mitsubishi Estate Co., Ltd.
Representative:
Junichi Yoshida,
President and Chief Executive Officer
Code Number:
8802
Contact:
Motohiro Sato,
General Manager of the Corporate
Communications Department
Telephone:+81-3-3287-5200

Non-Renewal of Countermeasures to Large-Scale Acquisitions ofMitsubishi Estate Co., Ltd. Shares (Takeover Defense Measures)
Mitsubishi Estate Co., Ltd. (the “Company”) hereby announces as follows that its Board of
Directors resolved at a meeting held today not to renew a plan for countermeasures to large-scaleacquisitions of the shares in the Company (takeover defense measures).
The Company introduced a plan for countermeasures to large-scale acquisitions of the sharesin the Company (takeover defense measures) at the 108th ordinary general meeting of shareholdersof the Company held on June 28, 2007, and subsequently obtained the shareholders’ approval torenew that plan (including partial revisions of the details thereof) at each of the 111th ordinary
general meeting of shareholders of the Company held on June 29, 2010, the 114th ordinary general
meeting of shareholders of the Company held on June 27, 2013, and the 117th ordinary general
meeting of shareholders of the Company held on June 29, 2016 (the renewed plan is to be referred
to as the “Plan”).
The effective period of the Plan is until the conclusion of the 120th ordinary general meetingof shareholders scheduled to be held in June 2019. The Company’s Board of Directors has been
engaging in discussions and deliberations on whether or not to continue the Plan based on dialogue
with both domestic and overseas shareholders including institutional investors. As a result, theCompany’s Board of Directors resolved at a meeting held today not to renew the Plan, having
given comprehensive consideration to, among other matters, the recent trends toward
strengthening corporate governance and the Company’s initiatives aimed at strengthening its
corporate governance.
After the effective period of the Plan expires, the Company will continue to enhance theCompany’s corporate value and the common interests of its shareholders through such initiatives
as formulating and steadily implementing management plans that contribute to the Company’sgrowth, and continuing its active efforts to strengthen its corporate governance (the Company’srecent major initiatives are as set out below). Furthermore, with regard to persons who attempt
to make large-scale acquisitions of shares in the Company, the Company will employ appropriate
measures under the Financial Instruments and Exchange Act, the Companies Act, and otherrelevant laws and regulations, including requesting such persons to provide necessary and adequate
information for shareholders to make proper decisions as to the appropriateness of large-scaleacquisitions, disclosing the opinions and the like of the Board of Directors while giving the utmost
respect to the opinions of independent Outside Directors, and making efforts to ensure time andinformation for shareholders to make decisions.

Company’s recent major initiatives for corporate governance
DateDetails of initiatives
Made the transition to a Company with Nominating Committee, etc. andJune 2016
increased the ratio of Outside Directors to total directors (7 of 15directors)
July 2016
Introduced restricted stock compensation as compensation to executives
February 2017 Introduced an evaluation of the effectiveness of the Board of Directors
September
Formulated the “Mitsubishi Estate Co., Ltd. Corporate Governance
2017Guidelines”
Revised the composition of the Compensation Committee (to becomposed only of Outside Directors)
April 2018
Introduced performance-based incentive plan (Phantom Stock) as
compensation to executives
Revise composition of Nominating Committee (to be composed only ofJune 2019
Outside Directors)(scheduled)
Change the Chairman of the Audit Committee to an Outside Director
End of document