[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 122nd 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

122

OF THEnd
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Time and Date: 10 a.m., Tuesday, June 29, 2021
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
2020 (From April 1, 2020, to March 31, 2021)
2. Reports on Non-consolidated Financial Statements for
Fiscal 2020 (From April 1, 2020, to March 31, 2021)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
Due date of exercising voting rights by mail and via theInternet, etc.
No later than 5:45 p.m. on Monday, June 28, 2021

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

In order to prevent the spread of the novel
coronavirus disease (COVID-19), you arerecommended to exercise your voting rights prior
to the meeting by mail or via the Internet, etc. if at
all possible. Regardless of your own state ofhealth, you are urged to refrain from traveling to
the venue on the date of the meeting. We plan tomake part of the proceedings on the day available
to be viewed from the website below afterwards.
In addition, we plan to take the following measures
to prevent the spread of COVID-19. We appreciate
your kind understanding.
- We ask that you disinfect with an alcohol
disinfectant and wear a face mask before coming
to the reception desk.
- Furthermore, we will take the temperature ofattendees and anyone who is suspected of being
infected by COVID-19 due to symptoms such as
having a fever (37.5 degrees C or above) or coughwill be refused entry.
- As we will be increasing the space between
shareholders at the venue, it is possible that wewill not be able to provide sufficient seats, so wemay restrict entry.
- From the viewpoint of shortening the agenda, weplan to omit specific explanations of the Reports(including the audit report) and Proposals at themeeting. We ask that you please look over the
Notice of Convocation prior to the meeting.
It is possible that we will change the method of
operation of the General Meeting of Shareholders
due to the situation going forward or requests fromthe government, etc. (including major changes,
such as changing the venue or time and date). We
will announce latest information regarding themethod of operation of the General Meeting of
Shareholders going forward via the following
Company’s website.
https://www.mec.co.jp/e/investor/stock/shareholde
r/index.html

[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation of Japanese original text of the Noticeof Convocation of the 122nd 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 7, 2021
Dear Shareholders
Junichi Yoshida
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 122nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We express our sincere sympathy to those affected by the novel coronavirus disease (COVID-19) and hopethat they have a speedy recovery.
The 122nd Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd. (the “Company”) will beheld as follows.
In order to prevent the spread of the COVID-19, our shareholders are recommended to exercise yourvoting rights prior to the meeting in writing (by mail) or by electromagnetic means (the Internet, etc.) if at
all possible. Regardless of your own state of health, you are urged to refrain from traveling to the venue
on the date of the meeting.
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 Monday, June 28,
2021. A part of this 122nd Ordinary General Meeting of Shareholders will be posted on the Company’s
Website presented in the next page at a later date.
10:00 a.m., Tuesday, June 29, 2021
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 2020 (From April 1, 2020, to March 31,
2021)
2. Reports on Non-consolidated Financial Statements for Fiscal 2020 (From April 1,
2020, to March 31, 2021)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
1. Time and Date:
2. Place:-1-[Translation for Reference and Convenience Purposes Only]
4. Matters regarding the Exercise of Voting Rights:
There are three ways to exercise your voting rights as described below.
Please exercise your voting rights after reading the attached REFERENCE DOCUMENTS FOR THE
GENERAL MEETING OF SHAREHOLDERS provided below.
[By Submitting Voting Rights Exercise Form by Mail]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form, andpost it to us without postage stamp.
Exercise Due Date: To be received no later than 5:45 p.m. on Monday, June 28, 2021
[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page three (3) of this notice, and access our Internet voting website througha computer or smartphone and enter your approval or disapproval of the proposals.
Exercise Due Date: No later than 5:45 p.m. on Monday, June 28, 2021
[By Attending the General Meeting of Shareholders]
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Please also bring this notice to the meeting for use as a meeting agenda.
Time and Date: 10:00 a.m., Tuesday, June 29, 2021
(1) If you attend the meeting, you do not need to mail the Voting Rights Exercise Form or exercise voting
rights via the Internet, etc.
(2) If any shareholder has exercised his/her voting rights both by the Voting Rights Exercise Form and via theInternet, etc., only the exercise of the voting rights via the Internet, etc., shall be deemed effective. If any
shareholder has exercised his/her voting rights more than once via the Internet, etc., only the final exerciseof the voting rights shall be deemed effective.
(3) If any shareholder wishes to exercise his/her voting rights by proxy, his/her qualified attorney-in-fact shallbe limited to a single shareholder having voting rights under the provisions of Article 18 of the Articles ofIncorporation of the Company, provided, however, that documents certifying the attorney-in-fact’s powerof representation must be submitted.

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

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

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

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

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

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

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

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

-3-[Translation for Reference and Convenience Purposes Only]
REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS(Contents of Proposals)
Proposals and References
Proposal No. 1: Appropriation of Surplus
We hereby propose to appropriate the surplus as described below.
Fiscal Year-End Dividends
The Company maintains a basic policy for profit distribution of returning appropriate profits based on thecomprehensive consideration of performance level, business environment of real estate markets, etc. and otherfactors, while taking into account the financial requirements for the Marunouchi Redevelopment Project andother future business developments. From such a viewpoint, we hereby propose to distribute a fiscal year-end
dividend as indicated below for the fiscal year ended March 31, 2021.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥19 per share of the Company’s common stock for a total of ¥25,433,294,303
As we paid ¥12 per share as an interim dividend, the annual dividend would be ¥31 per share for the fiscal
year under review, a decrease of ¥2 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 30, 2021
(Reference: Purchase of treasury stock)
In order to improve capital efficiency and shareholder value as part of the capital policy in the long-term
management plan, at the Board of Directors meeting held on April 8, 2021, a resolution was passed topurchase treasury stock at a total cost of no more than ¥30.0 billion and acquire up to 22,000,000 sharesthrough the market purchase of the Company’s common stock available on the Tokyo Stock Exchange during
the period from April 9, 2021 to March 31, 2022.

-4-

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

Name

1

Hirotaka Sugiyama

2

Junichi Yoshida

3

Junichi Tanisawa

4

Tetsuji Arimori

5

Hiroshi Katayama

6

Hitoshi Kubo

7

Jo Kato8

Noboru Nishigai

9Tsuyoshi Okamoto

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

Reappointment

Reappointment–

Chairman of the Board–

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

Director, Representative Corporate
Executive Officer, Deputy President–

Reappointment

–

New

–

Reappointment

Audit

Non-executive
New

Current Positions in the Company

Audit

Non-executive
Reappointment

Nominating

OutsideRemuneration

Director, Representative Corporate
Executive Officer, Executive Vice
President
Director, Representative Corporate
Executive Officer, Executive Vice
President
Corporate Executive Officer
Director
Executive Vice President (Note 2)

Director

Independent

10

Shin Ebihara

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

11

Tetsuo Narukawa

Audit

Director

OutsideIndependent

12

Masaaki Shirakawa

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

13

Shin Nagase

Audit

Director

OutsideIndependent

14

Setsuko Egami

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

15

Iwao Taka

Audit

Director

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

Candidate No.

1

Hirotaka Sugiyama

Reappointment
Non-executive(July 1, 1949)

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

Number of the shares of theCompany held:
56,591 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
14 years

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

-6-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

2

Junichi Yoshida

Reappointment(May 26, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1982
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer and General Manager, Commercial Asset
Company held:
Management Dept., Mitsubishi Estate Co., Ltd.
64,166 shares
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director (Current position) and Senior Executive Officer,
Company’s Director (at theconclusion of this General
Mitsubishi Estate Co., Ltd.
Meeting of Shareholders):
Apr. 2017
Representative Corporate Executive Officer,
5 years
President & Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of theCompany’s management as President and Chief Executive Officer from April 2017. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging management experiences in the Company andextensive knowledge and experience related to the business of the Group.

-7-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

Junichi Tanisawa

Reappointment(January 3, 1958)

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

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Jun. 2014

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

Jun. 2016
Apr. 2017
Apr. 2018

Number of the shares of theCompany held:
44,481 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
7 years(Assignments in the Company)
Assistant to the President; supervising Commercial Property Business Group;
responsible for Commercial Property Business Planning Dept., and Commercial
Property Business Strategy Dept.
(Significant Positions Concurrently Held)
President, The Council for Area Development and Management of Otemachi,
Marunouchi and Yurakucho
Reasons for Nomination as Candidate for Director
Having experience as General Manager, Officer, etc. of the Commercial Property Business Group and the
Corporate Group of the Company, Junichi Tanisawa is currently engaged in the Company’s management as
Representative Corporate Executive Officer, Deputy President. The Company has nominated him as a candidate
for Director because he is expected to contribute to enhancing the corporate value of the Group on a medium- tolong-term basis, leveraging his management experiences in the Company and extensive knowledge andexperience related to the business of the Group.

-8-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Tetsuji Arimori

Reappointment(June 9, 1957)

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

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Apr. 2017

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

Jun. 2018

Number of the shares of theCompany held:
33,938 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
3 years(Assignments in the Company)
Responsible for Corporate Planning Dept. and Sustainability Management andPromotion Dept.
Reasons for Nomination as Candidate for Director
Having served as President of the Group company and as the Officer responsible the Business Development,
Client Relations & Solutions Group and the Investment Management Group, Tetsuji Arimori is currently
engaged in primarily corporate planning as the Representative Corporate Executive Officer and Executive Vice
President. The Company has nominated him as a candidate for Director because he is expected to contribute toenhancing the corporate value of the Group on a medium- to long-term basis, leveraging his extensive
knowledge and experience related to the business of the Group.

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

Candidate No.

5

Hiroshi Katayama

Reappointment(March 2, 1959)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Apr. 2012
Executive Officer, Mitsubishi Estate Co., Ltd. and CEO &President, Japan Real Estate Asset Management Co., Ltd.
Apr. 2016
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2016
Director (Current position) and Senior Executive Officer,
Mitsubishi Estate Co., Ltd.
Apr. 2021
Representative Corporate Executive Officer,
Executive Vice President, Mitsubishi Estate Co., Ltd. (Current
position)

Number of the shares of theCompany held:
31,879 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
5 years(Assignments in the Company)
In charge of Finance & Accounting Dept. and Corporate Communications Dept.
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group of the Company and CEO &President of the Group company, Hiroshi Katayama is currently responsible for finance & accounting as well as
corporate communications as Representative Corporate Executive Officer, Executive Vice President. The
Company has nominated him as a candidate for Director because he is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

6

Hitoshi Kubo

New

(July 1, 1966)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1990
Joined Mitsubishi Estate Co., Ltd.
Apr. 2016
Director and Senior Executive Officer, Mitsubishi Jisho Property
Management Co., Ltd.
Apr. 2017
General Manager, General Affairs Dept., Mitsubishi Estate Co.,Ltd.
Apr. 2021
Corporate Executive Officer, Mitsubishi Estate Co., Ltd. (Current
position)

Number of the shares of theCompany held:
3,200 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):— years(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 Director of the Group company and General Manager at the Corporate Group of the Company,
Hitoshi Kubo is currently responsible for human resources, general affairs, compliance, risk management andothers as Corporate Executive Officer. 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 extensive knowledge and experience related to the business of the Group.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

Reappointment

Jo KatoNon-executive(April 14, 1954)

Audit

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

Number of the shares of theCompany held:
58,139 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
10 years(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the International Business Group of the Company, President and Directorof the Group company and Officer responsible for departments of the International Business Group and the
Corporate Group of the Company, Jo Kato is currently engaged in the audit of the execution of duties by
Corporate Executive Officers and Directors as a full-time member of the Audit Committee. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging his management experiences in the Company andextensive knowledge and experience related to the business of the Group.

- 12 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

8

Noboru Nishigai

New(July 29, 1960)

Non-executive
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.
28,254 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.
— years
Apr. 2019
Representative Corporate Executive Officer,(Note 3)
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. (Current
position) (Note 2)
Reasons for Nomination as Candidate for Director
Noboru Nishigai had served as General Manager at the Corporate Group of the Company, President of theGroup company and Officer responsible for the Corporate Group and departments of the Residential BusinessGroup of the Company. 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 his
management experiences in the Company and extensive knowledge and experience related to the business of theGroup.

- 13 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

9Tsuyoshi 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. (Current position)
Jun. 2019
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee (Chairman)
Member of the Remuneration Committee(Significant Positions Concurrently Held)
Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Director, Japan Post Holdings Co., Ltd.
Director, Asahi Kasei Corporation

Number of the shares of theCompany held:
400 shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
2 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
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 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.

- 14 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

10

OutsideShin Ebihara

Independent(February 16, 1948)

Nominating
Remuneration

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

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
6 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
Board of Directors: 9/9
Nominating Committee: 5/5
Remuneration Committee: 6/6(Significant Positions Concurrently Held)
Advisor, Sumitomo Corporation
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Shin Ebihara as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof 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
wealth of international experience, knowledge, etc. gained through his extensive years as a diplomat. Although
he does not have experience of being involved in corporate management other than as an outside officer, theCompany determined that he will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

11

Tetsuo Narukawa

Reappointment
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)
400 shares
Apr. 2004
Executive Managing Director, Mizuho Bank, Ltd.
Term of office served as
Apr. 2006
Senior Managing Executive Officer and COO of Corporate
the Company’s Outside
Planning & Management Division, Kowa Real Estate Co., Ltd.
Director (at the conclusion ofthis General Meeting ofApr. 2010
President, Kowa Real Estate Co., Ltd.
Shareholders):
Oct. 2012
President & CEO, Nippon Steel Kowa Real Estate Co., Ltd.
3 years
Jun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
2020):
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, 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.

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

12

Masaaki Shirakawa(September 27, 1949)

OutsideIndependent
Nominating
Remuneration

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

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

Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
Board of Directors: 9/9(Significant Positions Concurrently Held)
Nominating Committee: 5/5
Distinguished Guest Professor, School of International Politics, Economics & Remuneration Committee: 6/6

Communication, Aoyama Gakuin University
Reasons for Nomination as Candidate for Outside Director 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.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

13

Reappointment

Shin Nagase

OutsideIndependent(March 13, 1950)

Audit

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

Number of the shares of theCompany held:
100 shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
5 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
Board of Directors: 9/9
Audit Committee: 15/15(Significant Positions Concurrently Held)
Director, HAPPINET CORPORATION
Director, TOSHIBA TEC CORPORATION
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Shin Nagase as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof 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 airline company.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

14

Reappointment

Setsuko Egami

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

Independent
Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1983
Editor-in-Chief of “Travaille” magazine, Japan Recruit Center
Dec. 2001
Director, Frontier Service Development Laboratory, East Japan
Railway Company
Jul. 2005
Advisor, East Japan Railway Company
Apr. 2006
Visiting Professor, The Okuma School of Public Management,
Waseda University
Apr. 2009
Professor, Graduate School of Humanities, Musashi University
Professor, Faculty of Sociology, Musashi University
Apr. 2012
Dean, Faculty of Sociology, Musashi University
Jun. 2015
Director, Mitsubishi Estate Co., Ltd. (Current position)
Apr. 2021
Professor Emeritus, Musashi University (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee

Number of the shares of theCompany held:
1,200 shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
6 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
Board of Directors: 9/9
Nominating Committee: 5/5
Remuneration Committee: 6/6(Significant Positions Concurrently Held)
Professor Emeritus, Musashi University
Director, MITSUBISHI MOTORS CORPORATION
Director, Resona Holdings, Inc.
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Setsuko Egami as a candidate for Outside Director because she is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof 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 herabundant knowledge of corporate strategy, marketing strategy, human resources development, etc. Although she
does not have experience of being involved in corporate management other than as an outside officer, theCompany determined that she will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

15

Reappointment

Iwao Taka

Outside(March 10, 1956)

Independent
Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1994
Full-Time Lecturer, Faculty of International Economics, Reitaku
University
Apr. 2001
Professor, Faculty of International Economics (currently Faculty of
Economics and Business Administration), Reitaku University
Apr. 2002
Professor, School of International Economics (currently School of
Economics and Business Administration), Chikuro Hiroike Schoolof Graduate Studies, Reitaku University
Apr. 2009
Dean, Faculty of Economics and Business Administration, Reitaku
University
Jun. 2015
Statutory Auditor, Mitsubishi Estate Co., Ltd.
Jun. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)
Apr. 2021
Specially Appointed Professor, Graduate School of Economics andBusiness Administration, Chikuro Hiroike School of Graduate
Studies, Reitaku University (Current position)
Specially Appointed Professor, Faculty of Economics and Business
Administration, Reitaku University (Current position)

Number of the shares of theCompany held:
400 shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
5 years(Note 4)
Attendance to the meetings ofthe Board of Directors (Fiscal
2020):
Board of Directors: 9/9
Audit Committee: 15/15(Assignments in the Company)
Member of the Audit Committee(Significant Positions Concurrently Held)
Specially Appointed Professor, School of Economics and Business Administration,
Chikuro Hiroike School of Graduate Studies, Reitaku University
Specially Appointed, Faculty of Economics and Business Administration, Reitaku
University
Director, ASKUL Corporation
Audit and Supervisory Board Member, The Dai-ichi Life Insurance Company,
LimitedReasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Iwao Taka as a candidate for Outside Director because he is expected to contributeto enhancing the corporate value of the Group on a medium- to long-term basis through the execution of 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 extensive
knowledge regarding business ethics, compliance, etc. Although he does not have experience of being involvedin corporate management other than as an outside officer, the Company determined that he will be able to carryout the duties of an Outside Director appropriately for the aforementioned reason.

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[Translation for Reference and Convenience Purposes Only]
Notes:
1. If this proposal is approved and adopted, the members of the Nominating Committee, Audit Committee andRemuneration Committee, and Chairman will be as follows:
Nominating Committee:
Tsuyoshi Okamoto (Chairman), Shin Ebihara, Masaaki Shirakawa and Setsuko Egami
Audit Committee:
Tetsuo Narukawa (Chairman), Jo Kato, Noboru Nishigai, Shin Nagase and Iwao Taka
Remuneration Committee:
Shin Ebihara (Chairman), Tsuyoshi Okamoto, Masaaki Shirakawa and Setsuko Egami
2. If this proposal is approved and adopted, Noboru Nishigai will retire from the position of Executive Vice
President at the meeting of the Board of Directors of the Company to be held after this 122nd Ordinary
General Meeting of Shareholders.
3. Noboru Nishigai had served as Director of the Company for two (2) years from June 2017 to June 2019.
4. Iwao Taka had served as an Outside Statutory Auditor of the Company during the period from June 2015 toJune 2016, and his term of office as outside officer including that as Outside Statutory Auditor will be six (6)years as of the conclusion of this 122nd Ordinary General Meeting of Shareholders.
5. There is no special interest between any of the candidates and the Company.
6. Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and
Iwao Taka are Candidates for Outside Directors as stipulated in Article 2, paragraph (3), item (vii), of theRegulation for Enforcement of the Companies Act.
7. Outline of the liability limit agreements entered into with Candidates for Outside Directors is as follows:
The Company has entered into agreements, in accordance with Article 427, paragraph (1) of the Companies
Act, with the seven (7) Outside Directors currently in office (Tsuyoshi Okamoto, Shin Ebihara, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities tocompensate 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 therespective amounts set forth in the relevant laws and regulations, whichever is higher. If the appointment ofthese seven (7) candidates is approved, the Company intends to continue the above liability limit agreements.
8. 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, Executive Officers and Group Executive Officers, as well as executives and employeesof the Company who are dispatched to companies other than the Company’s subsidiaries and hold a positionof Director or Corporate Executive Officer at such companies under the Companies Act. If the appointmentof each candidate in this proposal is approved and adopted, each of them will continue to be the insured as
Director. The Company intends to renew such insurance policy with the same details during their terms ofoffice. An outline of the policy is as follows:(1) Outline of insurance accidents to be covered
The insurance policy covers damages and litigation costs, etc. that may arise from liability borne by the
insured persons in the course of execution of their duties as Director, Corporate Executive Officer,
Executive Officer, Group Executive Officer, or executive/employee of the Company who is dispatched
to a corporation other than the Company’s subsidiaries and holds a position of Director or Corporate
Executive Officer at such corporation under the Companies Act or claims pertaining to the pursuit ofsuch 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 oflaws and regulations are not covered by the insurance policy.)(2) Insurance premiums
The insurance premiums for the insurance policy are fully borne by the Company.
9. Tokyo Gas Co., Ltd., at which Tsuyoshi Okamoto served as Director until June 2018, received a cease anddesist order from the Consumer Affairs Agency in July 2017. The order was issued because a leaflet for an
event held in November 2016 contained misleading representation of advantages prohibited under the Act
against Unjustifiable Premiums and Misleading Representations.
10. Japan Post Holdings Co., Ltd., at which Tsuyoshi Okamoto serves as Outside Director, received anadministrative disposition in accordance with the Act on Japan Post Holdings Co., Ltd. and the same inaccordance with the Insurance Business Act in December 2019 concerning numerous cases of impropersolicitation actions regarding insurance products of JAPAN POST INSURANCE Co., Ltd. carried out by
JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd., subsidiaries of Japan Post Holdings Co., Ltd.
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[Translation for Reference and Convenience Purposes Only]
Although Tsuyoshi Okamoto had not been aware of the fact until such case came to light, he has constantly
called attention to the importance of group governance in such occasions as the Board of Directors meetings.
After the discovery of such case, he has fulfilled the duties by, for example, investigating the factual
information, advising on the implementation of measures to prevent recurrence, etc., when and as necessary.
11. Yusen Logistics Co., Ltd., at which Setsuko Egami served as Outside Auditor until June 2018, received anadministrative disposition in the Customs Act in January 2017 and the same in the Customs Brokerage Act inMarch of the same year. Although Setsuko Egami had not been aware of the fact until such contravening
operation was discovered, she has constantly called attention to the importance of compliance on suchoccasions as the Board of Directors meetings. After the discovery of the contravention, she has fulfilled theduties by, for example, investigating the factual information, advising on the implementation of measures toprevent recurrence, etc., when and as necessary.
12. MITSUBISHI MOTORS CORPORATION, at which Setsuko Egami serves as Outside Director, had its
certification for the technical intern training plan revoked and received an order for improvement in January
2019 under the Act on Proper Technical Intern Training and Protection of Technical Intern Trainees for not
giving technical training to some of the foreign technical interns at its Okazaki Plant in accordance with thetechnical training plan certified by the Organization for Technical Intern Training. Although Setsuko Egami
had not been aware of the fact until such contravening operation was discovered, she has constantly called
attention to the importance of compliance on such occasions as the Board of Directors meetings. After the
discovery of the contravention, she has fulfilled the duties by, for example, investigating the factual
information, advising on the implementation of measures to prevent recurrence, etc., when and as necessary.
13. The Company has appointed seven (7) Outside Directors currently in office (Tsuyoshi Okamoto, Shin
Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) as Independent
Director/Auditor and notified such designation to the Tokyo Stock Exchange and other exchanges inaccordance with the rules of Tokyo Stock Exchange, Inc., and other exchanges. If the seven (7) candidates
are appointed, the Company intends to continue their appointment as Independent Director.

(For Reference: Supplemental Information regarding the Independence of Setsuko Egami, theCandidate No. 14 for Directors)
Ms. Setsuko Egami (“Ms. Egami”) had worked for East Japan Railway Company in the past, and the Company
holds shares of East Japan Railway Company as “equity securities held for purposes other than pureinvestments” in the Annual Securities Report. Ms. Egami joined Japan Recruit Center (current Recruit Holdings
Co., Ltd.) in 1983 and after serving, among others, as the Editor-in-Chief of “Travaille” magazine and Directorof Sanno University’s Open College, she worked for East Japan Railway Company from September 2001 to June
2005, and was contracted as a part-time advisor by East Japan Railway Company until June 2009. After
resigning from East Japan Railway Company in June 2005, she became active in the research and academic
circles, having served as a visiting professor of Waseda University from April 2006 and currently serving as
professor of Musashi University from April 2009. As described above, Ms. Egami’s service at East Japan
Railway Company was limited to a single period of time in her varied career, and based on the fact that at thetime she was appointed as Outside Director of the Company in June 2015, it had been approximately 10 years
since she resigned from East Japan Railway Company, and, presently, it has been 16 years since she resigned
from the said company (12 years since resigning from the office of advisor), the Company believes that Ms.
Egami does not have a relationship of interest with the said company.
According to provisions of the Companies Act, which were revised in 2014, the requirements for outside status
shall be fulfilled in the case of a person with experience working at the company provided that 10 years havepassed since their retirement from that position. Therefore, Ms. Egami sufficiently satisfies the requirements of
independence even when assessing her status from the perspective of the “cooling-off period.”
On that basis, the Company believes that Ms. Egami also meets the Appointment Standards for Candidates for
Directors and the Standards for the Independence of Outside Directors, which have been established by theCompany, and that her independence has been adequately ensured.

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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.
2. Candidates for Directors
The candidates for Directors shall fulfill duty of care of a prudent manager toward the Company, understandthe Group’s basic mission of contributing to the creation of a truly meaningful society by building attractive,
environmentally sound communities where people can live, work and relax with contentment, and have thequalities and capabilities to contribute to enhancing the medium- to long-term sustainable corporate value, inview of its business characteristics such as supporting urban development in the Marunouchi area.
(1) Candidates for Inside Directors
For Directors from within the Company, in addition to displaying the above-mentioned qualities andcapabilities of being especially outstanding in integrity, leadership, foresight, etc., candidates to be
nominated shall be corporate officers in charge of the Company’s business group or corporate officers incharge of corporate staff who have extensive knowledge and experience related to the Group’s business,
who can perform oversight roles with a company-wide perspective, and who are highly trained, or,alternatively, personnel with this experience or personnel with translatable experience.
(2) Candidates for Outside Directors
For Outside Directors, in addition to the above-mentioned qualities and capabilities, candidates shall be
nominated for their operational and management experience, their application of their experience andknowledge in specialized fields such as global business, finance and risk management, for having thepersonality and knowledge enabling objective and fair judgments, based on the perspective that they would
contribute to the common interests of the shareholders without bias toward the interest of any particularparty of interest, and for satisfying the “standards for the independence of Outside Directors.”
3. The revision or abolishment of these standards shall require a resolution of the Nominating Committee.
[Standards for the Independence of Outside Directors]
As a general principle, candidates shall not be elected if the Tokyo Stock Exchange’s standards forindependence and the following standards for the independence of Outside Directors apply to them.
(i)A shareholder or executive member of an entity holding voting rights exceeding 10% of total voting rights
to the Company.
(ii) A transaction party or executive member of an entity whose transactional amounts in the most recent
fiscal year have exceeded 2% of consolidated revenue from operations of the Company.
(iii) A representative employee, employee or staff of the Company’s Accounting Auditor.
(iv) An attorney, certified public accountant, tax accountant, consultant or other party who has provided
professional services to the Company and received compensation from the Company exceeding ¥10
million in the most recent fiscal year.

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[Translation for Reference and Convenience Purposes Only]

Attached Documents
Business Report(April 1, 2020, through March 31, 2021)
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.
Revenue from operations for the consolidated fiscal year ended March 31, 2021, decreased by¥94,601 million from the previous fiscal year to ¥1,207,594 million mainly due to lower profit from theretail facility and hotel businesses, which were affected by the spread of COVID-19, and decreases in
the revenue and profit from the sales of properties in the international business, despite positive factors
such as increased profit from building leasing. Operating income decreased by ¥16,374 million from theprevious fiscal year to ¥224,394 million while profit before taxes and special items decreased by ¥8,606
million from the previous fiscal year to ¥210,965 million.
As to extraordinary gain and loss, extraordinary gain of ¥16,603 million was recorded mainly due togain on sales of fixed assets, whereas extraordinary loss of ¥26,304 million was posted mainly due toloss on liquidation of subsidiaries.
As a consequence, profit attributable to owners of parent amounted to ¥135,655 million, a decrease of¥12,796 million from the previous fiscal year.
Status of Revenue from Operations
Commercial Property BusinessResidential Business
International Business
Investment Management
Business
Architectural Design &Engineering Business and Real
Estate Services Business
Other
Eliminations
Total

Revenue from Operations(Millions of yen)
672,441
362,755
114,457

Composition ratio
(%)
54.4
29.3
9.3

22,1991.8

56,064

4.5

9,055(29,378)
1,207,594

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

Due to the partial changes in the organization of the Company, the Company changed the segmentclassification from the fiscal year under review. The building business, the lifestyle property business,and the hotel & airport business, which had been hitherto independent reporting segments, were
integrated into a new segment, the commercial property business. Furthermore, to expand andstrengthen the profitability of the international business, we will formulate optimal portfolio strategies
for each region and deploy a structure for the integrated promotion of businesses for each asset type. In
connection with these changes, the international residential business, which had been included in theresidential business segment, was transferred into the international business segment. In addition, thearchitectural design & engineering business and the real estate services business, which had been
hitherto independent reporting segments, were integrated into a new segment, the architectural design &engineering and real estate services business.

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[Translation for Reference and Convenience Purposes Only]
Commercial Property Business
Revenue from Operations: Total ¥672,441 million (Down 7.0% 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) after 2020 as the Marunouchi NEXT Stage, focusing on the improvements in the Yurakucho andTokiwabashi areas. We also promote urban development based on the Marunouchi Re-design toimprove individual quality of life and discover and solve social issues through innovation andstrengthening of digital infrastructure.
As for the Tokiwabashi area, we have been moving forward assiduously with the Tokyo Tokiwabashi
Project, a large-scale redevelopment project with the largest site area around the Tokyo Station, and in
September of last year decided to name the district “TOKYO TORCH,” to name 212-meter-high
Building A (construction scheduled to be completed in June this year) “Tokiwabashi Tower,” and toname 390-meter-high Building B (construction scheduled to be completed in fiscal 2027) “Torch
Tower.” Located more than 350 meters above the ground, Torch Tower will feature one of the highest
viewing facilities in central Tokyo. It will also contain a world-class hotel with around 100 rooms and alarge hall with seats for about 2,000 people. We also plan to construct an underground pedestrianpassage at the Gofukubashi intersection and reinforce support functions for people who are unable toreturn home in the event of a disaster by providing a large plaza which can be used as a shelter.
Regarding other developments, the Mizuho Marunouchi Tower, Ginkokaikan, Marunouchi Terrace wascompleted in September of last year, and at OCA TOKYO, a private club in the Marunouchi Terrace,
members can come into contact with new values by interacting with people who are active in various
different fields. At the club, they can benefit from the kinds of serendipitous encounters that are just notpossible online, and share experiences and emotions that stimulate the physical senses. Furthermore, wehave been deeply committed to the new construction for the Otemachi Building Renovation Project andthe Uchikanda 1-chome Project (tentative name).
Moreover, in March of this year we formulated and publicly announced “Energy and Urban
Development Actions 2050,” the concept of which is “Coexistence-oriented, area-wide urban energy
and urban development for environmental-value maximization and socioeconomic-activity
maximization—Taking business continuity capabilities and energy decarbonization to the next level forcompanies located in the Marunouchi area.” As part of the actions, we are planning to begin switching
all the electricity to power derived from renewable energy sources for 18 office buildings owned in the
Marunouchi area in fiscal 2021 and the rest of office buildings owned in the same area in fiscal 2022.
Progress of Development and Operation Business
In June of last year, we completed the ARGYLE aoyama (Minato-ku, Tokyo), an
office/hotel/commercial complex that had been under development and will become a new landmark in
the Aoyama area, and in February this year, we completed the Hakata Fukami Park Building (Fukuokashi), our first office building development in Fukuoka-shi, which is connected to JR Hakata Station via
a pedestrian deck and is thus easily accessible.
In December of last year, meanwhile, work got started on the construction of the “Umekita Second Zone
(Tentative Name) Development Project,” the aim of which is to realize a new urban model for Osakathat takes into consideration such issues as “New normal/Next normal,” “Society 5.0,” and “SDGs,”
based on a project concept of “Creation of Osaka MIDORI LIFE.”
As for logistics facilities, we completed construction of Logicross Ebina (Ebina-shi, Kanagawa) in
November of last year and “Logicross Hasuda” (Hasuda-shi, Saitama) in March of this year. We also
started construction of four new buildings.
In the hotel business, we started the construction of the new Hilton Okinawa Miyakojima Resort(Miyakojima-shi, Okinawa), our first domestic beach resort hotel development, in February this year,
and Royal Park Hotels and Resorts Company, Limited promoted its brands of the Royal Park Hotels
including the opening of The Royal Park Hotel Canvas Kobe Sannomiya in January this year and The
Royal Park Hotel Kyoto Umekoji in March this year.
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[Translation for Reference and Convenience Purposes Only]
In the airport business, Hokkaido Airports Co., Ltd., to which we contribute equity capital, started
operations at seven airports in Hokkaido in June of last year.
Regarding Group companies, in addition to the building rental revenue of Mitsubishi Estate·Simon Co.,
Ltd., which started operations of the fourth expanded area of the GOTEMBA PREMIUM OUTLETS®
in June of last year and the fifth expanded area of the RINKU PREMIUM OUTLETS® in August of
last year, the building rental revenue of Sunshine City Corporation and revenue from the building
operation, management and consignment, etc. of Mitsubishi Jisho Property Management Co., Ltd.
contributed to segment revenue.
Residential Business
Revenue from Operations: Total ¥362,755 million (Down 5.9% year on year)
Scope of Main Businesses: Development, sale, leasing, management and renovation of condominiums
and single-unit houses, etc.
Consignment in sales of real estate
Development of new towns
Operation of leisure facilities
Design and contract construction of custom-built houses
Mitsubishi Estate Residence Co., Ltd. recorded revenue from sales of condominium complexes such as
the Parkhouse Ichigaya (Shinjuku-ku, Tokyo), the Parkhouse Waseda (Shinjuku-ku, Tokyo), and theParkhouse Kagoshima Chuo Tower (Kagoshima-shi, Kagoshima). Segment revenue also included
condominium management consignment revenue from Mitsubishi Jisho Community Co., Ltd. andrevenue from the custom-built housing business at Mitsubishi Estate Home Co., Ltd.
International Business
Revenue from Operations: Total ¥114,457 million (Down 14.7% year on year)
Scope of Main Businesses: Overseas real estate development, sales, leasing and management
The Company participated in the large-scale residential development project, One Sydney Harbour
Residences One in Sydney, Australia as well as beginning construction for the Group’s first officedevelopment project in continental Europe, Cristóbal de Moura 121-125 (tentative name) in Barcelona,
Spain. In London, U.K., meanwhile, we took part in a rental residential development project, Morello.
We also started refurbishment work at Warwick Court, the Group’s first large-scale office renovation in
the U.K.
Furthermore, in December of last year our local subsidiary in Bangkok, Thailand commenced
operations, and will serve as a base for the further development of our Asian business.
Investment Management Business
Revenue from Operations: Total ¥22,199 million (Up 4.1% 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.

- 26 -

[Translation for Reference and Convenience Purposes Only]
Architectural Design & Engineering Business and Real Estate Services Business
Revenue from Operations: Total ¥56,064 million (Down 1.8% 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, revenue from operations comprised sales fromthe architectural design & engineering operations and consulting businesses of Mitsubishi Jisho Sekkei
Inc. in relation to office buildings, complex facilities, and renovations. In addition, MEC Design
International Corporation recorded revenue from interior design and interior finishing contracts foroffices, 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.

- 27 -

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

Business Segment

2020/3 Results
Revenue fromOperatingOperations
Income(Millions of yen)2021/3 Results
Revenue fromOperatingOperations
IncomeCommercial Property Business

723,712

187,855

672,441

180,775

Residential Business

385,538

24,320362,755

24,068International Business

134,175

46,156

114,457

37,932

Investment Management Business

21,316

4,467

22,1995,966

Architectural Design/Engineering &Real Estate Services

57,1282,407

56,064

959

Other

8,743

(2,018)9,055(1,089)(28,418)(22,420)(29,378)(24,219)

1,302,196

240,768

1,207,594

224,394

Eliminations
Total

Note: The 2020/3 Results have been reclassified under the new segment classification changed from the fiscal
year under review.

- 28 -

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

2020/3 Results(April 2019
through March
2020)(Millions of yen)2021/3 Results(April 2020
through March
2021)

1,194,049

1,263,283

1,302,196

1,207,594

213,047

229,178

240,768

224,394

190,506

206,587

219,572

210,965

120,443

134,608

148,451

135,655

86.78

96.97

108.64101.34

Total Assets

5,801,450

5,774,193

5,858,236

6,072,519

Net Assets

1,879,088

1,957,105

1,941,206

2,061,447

Net Assets per Share (Yen)

1,223.58

1,275.54

1,295.83

1,383.47

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

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

- 29 -

[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 established “Mitsubishi Estate Group’s Sustainable
Development Goals 2030” for achieving a sustainable society based on the specified material issues in lightof environmental changes surrounding the Group, striving to realize ESG targets and provide greater value
through our business to all stakeholders including visitors and employees.
In strategies for increasing shareholder value, the Group will harness its strengths in “Long-term view on
Urban Development” and “Forward-looking DNA” and its “Extensive user reach” and “abundant real estate
asset touchpoints” and aim for the realization of growth in the three business domains: “Domestic AssetBusiness,” “International Asset Business” and “Non-asset Business.” In addition, we will aim to 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.
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.
The Group has been substantially affected by the spread of COVID-19, mainly in commercial facilities
and hotels. However, with the aim of achieving the goals set forth in the Long-term Management Plan, ourpolicy is to continue making essential investments for the growth of each business. And with an eye to the“post-corona” era, we will be sophisticating the core function of the center office and strengthening theability of our offices to create value by adapting them for diversified workstyles. Through initiatives such asthese, we will be tackling issues that have emerged as a result of the spread of COVID-19.
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.

- 30 -

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

Fundamental Approach
Increasing
Social value

Create value for every
stakeholder including
visitors and employees

Fundamental Approach

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

Synergy

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

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

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

1. Environment

2. Diversity & Inclusion

3. Innovation

4. Resilience

Environment

SocialGovernanceProtecting the environment

Human resource and resilience

Corporate governance system

ESG value-creation initiatives through business

Value
Propositions

Sustainability

Quality Of Life

Social issue solutions

Innovative services & experiences- 31 -

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

Strengths

Leverageexisting strengths

1. Domestic Asset Business

Grow international
business

Adapt to a changing future

2. International Asset Business3. Non-asset Business

Build a more efficient and market-resilient business portfolio
Goal

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

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

ROE

EPS

5%

10%

¥200

Shareholder Return

Financial Stability

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

Maintain current level ofcredit ratings

Will adjust to business conditions*1 ROA = Business Profit*2 / Total assets (average of opening/closing balances)*2 Business Profit = Operating Income + Equity in earnings (loss) unconsolidated subsidiaries and affiliates- 32 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the consolidated fiscal year under review, total capital expenditures of ¥319.8 billion were made mainly
for the new construction of the Tokyo Tokiwabashi Project and the Mizuho Marunouchi Tower, Ginkokaikan,
Marunouchi Terrace, as well as the acquisition of the Umekita Second Zone Development Business (tentativename) and other buildings.
(Millions of yen)
2018/3
2019/32020/32021/3
Capital Expenditures

289,570

285,089

331,857

319,841

5. Situation of Financing
Category

Beginning BalanceEnding Balance

Short-Term Borrowings and
1,550,764
1,663,287
Long-Term Debt
Commercial Papers
50,00050,000
Corporate Bonds
827,134
810,759
Total
2,427,898
2,524,047
Note: Corporate bonds above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease
112,523―(16,375)
96,148With respect to corporate bonds, the Company issued unsecured bonds of ¥50.0 billion in April 2020 and¥15.0 billion in May 2020, and ¥115.0 billion of unsecured, interest deferrable and early redeemable
subordinated bonds in February 2021.
6. Situation of Major Lenders (As of March 31, 2021)(Millions of yen)
Balance of Borrowings

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

386,815
98,491
95,454

7. Situation of Important Business Reorganization, etc.
(1) Situation of Business Transfer, Absorption-type Company Split or Incorporation-type Company Split
With an aim to strengthen its parking lot operation business, Mitsubishi Real Estate Service Co., Ltd.,the Company’s subsidiary, implemented an absorption-type company split as a split company with
Parking Management Organization Ltd., a subsidiary of Mitsubishi Real Estate Service Co., Ltd., as a
successor company effective as of April 1, 2020. As a result, the parking lot operation business of
Mitsubishi Real Estate Service Co., Ltd. was succeeded to Parking Management Organization Ltd.
Parking Management Organization, Ltd. was renamed as Mitsubishi Estate Parks Co., Ltd. effective asof the same date.
(2) Situation of Acceptance of Other Company’s BusinessNot applicable(3) Situation of Assumption of Rights and/or Liabilities regarding Businesses of Other Legal Entities, etc.,
due to Absorption-type Merger or Absorption-type Company Split･ Royal Park Hotels and Resorts Company, Limited, the Company’s subsidiary, plans to expand as a hotel
chain, and implemented an absorption-type merger as a surviving company with Yokohama Royal Park
Hotel Co., Ltd., its subsidiary, as an absorbed company as of April 1, 2020. It also implemented anabsorption-type merger as a surviving company with Tohoku Royal Park Hotel Co., Ltd., its subsidiary,as an absorbed company as of October 1, 2020.
･ Mitsubishi Jisho Property Management Co, Ltd., the Company’s subsidiary, plans to reinforce theoperation and management functions for its commercial complexes, and implemented an absorptiontype merger as a surviving company with Mitsubishi Jisho Retail Management Co., Ltd., its subsidiary,as an absorbed company as of April 1, 2021.
- 33 -

[Translation for Reference and Convenience Purposes Only](4) Situation of Acquisition or Disposition of Shares or Other Equity Interests or Stock Acquisition Rights
Issued by Other Corporations
Not applicable(5) Situation of Other Important Business Reorganization, etc.
Not applicable
8. Situation of Material Subsidiaries(1) Situation of Material Subsidiaries
Company Name

The Company’s
Paid-in Capital
Investment Ratio(Millions of yen)
Note 1 (%)

Mitsubishi Estate ResidenceCo., Ltd.

15,000100.00Mitsubishi Real Estate
Services Co., Ltd.

2,400

100.00Mitsubishi Estate Home Co.,Ltd.
Mitsubishi Jisho Property
Management Co., Ltd.

450

100.00300

100.00Mitsubishi Jisho Sekkei Inc.

300

100.00Royal Park Hotels andResorts Co., Ltd.
Mitsubishi Jisho Community
Co., Ltd.
Marunouchi Heat Supply
Co., Ltd.

100

100.00

100

71.47

2,775

65.59

Sunshine City Corporation

19,20063.20

Mitsubishi Estate·Simon
Co., Ltd.
Tokyo Ryutsu Center Inc.

249

60.00

4,000

58.02

US$1,640
thousand

100.00UK￡487,462
thousand

100.00

S$392,644
thousand

100.00

MEC Group International,
Inc. (a U.S. corporation)
Mitsubishi Estate EuropeLtd.
(a U.K. corporation)
Mitsubishi Estate Asia Pte.
Ltd.
(a Singapore corporation)

Main Businesses
Sales, rental/lease andconsignment in sales of real
properties
Brokerage, management,
rental/lease and appraisal of real
properties and real estate–related
general consulting
Design and contract constructionof custom-built houses
Operation and management ofbuildings and commercial facilities
owned by the Company, etc.
Design and supervision ofarchitecture and civil engineering
Management of Royal Park Hotels
General management ofcondominiums and buildings
Supply of heat and cooling toMarunouchi, Yurakucho,
Otemachi, Uchisaiwaicho andAoyama districts
Management of Sunshine City andothersManagement of Premium Outlets®
Rental/lease, operation andmanagement of logistics facilities
and office buildings
Real estate business in the UnitedStates and other countries
Real estate business in the United
Kingdom and other countries
Real estate business in Asia

Note:
1. The Company’s investment ratio (%) above is calculated including investments through its
subsidiaries, etc.

- 34 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Specified Wholly-Owned Subsidiaries
Not applicable(3) Results of Corporate Affiliations
The Company’s consolidated subsidiaries totaled two hundred and thirty-two (232), and one hundred
and thirty (130) companies were accounted for by the equity method.
The results of corporate affiliations during the consolidated fiscal year under review are as stated in
the aforementioned “1. Progress and Results of Operations.”
9. Main Offices, etc. (As of March 31, 2021)(1) The Company* Head Office: 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo* Branches:
Hokkaido Branch (Sapporo), Tohoku Branch (Sendai), Yokohama Branch (Yokohama),
Chubu Branch (Nagoya), Kansai Branch (Osaka), Chushikoku Branch (Hiroshima) andKyushu Branch (Fukuoka)(2) Principal Group Companies
Company Name
Mitsubishi Estate Residence Co., Ltd.
Mitsubishi Real Estate Services Co., Ltd.
Mitsubishi Estate Home Co., Ltd.
Mitsubishi Jisho Property Management Co., Ltd.
Mitsubishi Jisho Sekkei Inc.
Royal Park Hotels and Resorts Co., Ltd.
Mitsubishi Jisho Community Co., Ltd.

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

- 35 -

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

[Translation for Reference and Convenience Purposes Only]
10. Status of Employees (As of March 31, 2021)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Number of Employees
Commercial Property Business
3,865
Residential Business
3,365International Business
365
Investment Management Business
301
Architectural Design & Engineering Business and
1,400
Real Estate Services Business
Other
373
Corporate (shared)
313
Total
9,982
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
Increase/Decrease from the
Number of Employees
Previous Fiscal Year-End
880

Average Age
40 years andnine (9) months+43

Average Years ofService
15 years andthree (3) months

Note: The above figures indicate the number of regular workers (excluding temporary employees).
11. Other Important Matters regarding the Current Situation of the Mitsubishi Estate GroupNot applicable- 36 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2021)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000(2) Total Number of Issued Shares:
1,391,328,316(including 52,733,879 shares of treasury stock)(3) Number of Shareholders:(4) Major Shareholders (Ten (10) Largest Shareholders)

66,422
Investment in the Company
Number of Shares
Investment Ratio
Held (Thousands)(%)

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

131,804

9.84

Custody Bank of Japan, Ltd. (Trust account)

64,786

4.83

Meiji Yasuda Life Insurance Company

45,476

3.39

GOVERNMENT OF NORWAY

43,8603.27

JP MORGAN CHASE BANK 380055

33,623

2.51

SSBTC CLIENT OMNIBUS ACCOUNT

25,829

1.92

Custody Bank of Japan, Ltd. (Trust account 7)

24,394

1.82

20,261

1.51

19,868

1.48

18,1501.35

STATE STREET BANK WEST CLIENT - TREATY
505234
Custody Bank of Japan, Ltd. (Trust account 5)
Takenaka Corporation

Note: The investment ratio is calculated after deducting the shares of treasury stock from the issued
shares of the Company.
(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･ The Company has delivered 154,053 shares of the Company’s common stock as medium-to-longterm performance-based remuneration (restricted stock compensation) to Corporate Executive
Officers, Executive Officers and Group Executive Officers on May 22, 2020. The restricted stockcannot be transferred, used to create a security interest or otherwise disposed of until June 30, 2023.
･ 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 Directors.
Category
Corporate Executive Officers(including Corporate Executive Officers who
concurrently serve as Directors)

Number of Deliverees

Number of Shares
Delivered

15

88,886(6) Other Important Matters regarding the Shares･ In order to improve capital efficiency and shareholder value as part of the capital policy in the longterm management plan, at the Board of Directors meeting held on April 8, 2021, a resolution was
passed to purchase shares of treasury stock at a total cost of no more than ¥30.0 billion or acquire up
to 22,000,000 shares through the market purchase of the Company’s common stock available on theTokyo Stock Exchange during the period from April 9, 2021 to March 31, 2022.
- 37 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Stock Acquisition Rights, etc.
(1) Situation of Stock Acquisition Rights Delivered in Compensation for the Execution of Duties, which
are Held by Officers of the Company (As of March 31, 2021)
Number ofClass and Number ofDate of
Stock
Shares Subject to
Resolution
AcquiStock Acquisition
on IssuancesitionRightsRightsIssue Price ofStock
Acquisition
RightsAmount to be
Paid upon
Exercise ofStock
Acquisition
RightsDirectors and Corporate
Conditions Executive Officers (Excluding
Exercise Period
for Exercise Outside Directors) (Note 1)of Stockof StockNumber of theAcquisition
Acquisition Number ofstock
RightsRightsholders
acquisitionrights held

July 26,
2007

2

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

August 14, 2007
toAugust 13, 2037

Note 3

1

2

July 31,2008

3

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

August 16, 2008
toAugust 15, 2038

Note 3

1

3

July 31,2009

6Common stock:
6,000
Note 2¥1,282 per share¥1 per share

August 18, 2009toAugust 17, 2039

Note 3

1

6

July 30,
2010

13

Common stock:13,000Note 2¥1,083 per share¥1 per share

August 17, 2010
toAugust 16, 2040

Note 3

1

7

July 29,2011

17

Common stock:
17,000Note 2¥1,044 per share¥1 per share

August 16, 2011
toAugust 15, 2041

Note 3

2

17

July 31,2012

19

Common stock:
19,000Note 2¥1,230 per share¥1 per share

August 16, 2012
toAugust 15, 2042

Note 3

2

19

July 31,2013

17

Common stock:
17,000Note 2¥2,338 per share¥1 per share

August 16, 2013
toAugust 15, 2043

Note 3

3

11

July 31,2014

23

Common stock:
23,000Note 2¥2,264 per share¥1 per share

August 16, 2014
toAugust 15, 2044

Note 3

4

15

July 31,2015

24

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

August 18, 2015
toAugust 17, 2045

Note 3415

Notes:
1. No Outside Directors of the Company hold the stock acquisition rights issued by the Company.
2. The number of the shares subject to a stock acquisition right is 1,000.
3. Conditions for exercise of the stock acquisition rights* A qualified person entitled to the stock acquisition rights may exercise his/her stock acquisitionrights only within the exercise period set forth above on and after the day following the date when
he/she steps down from any and all the positions of Director, Corporate Executive Officer,
Statutory Auditor, Executive Officer or Group Executive Officer of the Company. Provided,
however, that the qualified person entitled to the stock acquisition rights may exercise the rights
only for a period of five (5) years reckoning from the day following the date when he/she steps
down from any and all of such positions.
* Regardless of the above provision, if the General Meeting of Shareholders of the Company
approves a proposal of (i) a contract of merger in which the Company will be an extinct company
or (ii) a share exchange contract or a share transfer plan by which the Company becomes awholly-owned subsidiary of another company (or a resolution of the Board of Directors is adopted
in the case where such a resolution of the General Meeting of Shareholders is not required), thequalified person entitled to the stock acquisition rights may exercise his/her stock acquisitionrights only for a period of fifteen (15) days reckoning from the day following the date when the
proposal concerned was approved.
* In case a qualified person entitled to the stock acquisition rights has waived his/her offered stockacquisition rights, he/she cannot exercise such offered stock acquisition rights.
* The stock acquisition rights shall not be allowed to be assigned, pledged or otherwise disposed of,for the benefit of any third party.
* If a qualified person entitled to the stock acquisition rights dies, his/her heir may exercise the stockacquisition rights subject to the conditions stipulated in the Agreement for Allotment of Stock
Acquisition Rights.
- 38 -

[Translation for Reference and Convenience Purposes Only]* Other applicable conditions and details for exercising the stock acquisition rights shall be
stipulated in the Agreement for Allotment of Stock Acquisition Rights.
4. Other* The Company has not issued stock acquisition rights since fiscal 2016.
(2) Situation of Stock Acquisition Rights Delivered to Employees, etc., during the Fiscal Year inCompensation for the Execution of Duties
Not applicable(3) Other Important Matters relating to Stock Acquisition Rights
Not applicable- 39 -

[Translation for Reference and Convenience Purposes Only]
3. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2021)

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Bunroku Naganuma
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization

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

Toru Okusa

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

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

Shin Ebihara

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

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

Tetsuo Narukawa

Director

Director, Okasan Securities Co., Ltd.

Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee
Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

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

Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin
University
Director, HAPPINET CORPORATION;
and Director, TOSHIBA TECCORPORATION
Professor, Graduate School of Humanities,
Musashi University; Professor, Faculty ofSociology, Musashi University; Director,
MITSUBISHI MOTORSCORPORATION; and Director, Resona
Holdings, Inc.

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

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Professor, School of Economics andBusiness Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku
University; Professor, Faculty of
Economics and Business Administration,
Reitaku University;
Director, ASKUL Corporation; and Audit
and Supervisory Board Member, The Daiichi Life Insurance Company, Limited

Notes:
1. Directors Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama and Bunroku
Naganuma concurrently serve as Corporate Executive Officers.
2. Directors Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase,
Setsuko Egami and Iwao Taka are Outside Directors.
3. The officially registered name of Director Setsuko Egami is Setsuko Kusumoto.
4. Directors Jo Kato and Toru Okusa are full-time Audit Committee members. The Company appoints
full-time Audit Committee members from the perspective of ensuring the effectiveness of the Audit
Committee audits.
5. Audit Committee members Jo Kato and Toru Okusa have experience working for the accounting
department of the Company and considerable knowledge of finance and accounting.
6. Director Tetsuo Narukawa has retired from the position of Director of Nippon Soda Co., Ltd. as ofJune 26, 2020.
7. Director Setsuko Egami assumed the office as Director of Resona Holdings, Inc. as of June 19,
2020.
8. Director Iwao Taka assumed the office as Audit and Supervisory Board Member of The Dai-ichi
Life Insurance Company, Limited. as of June 17, 2020.
9. Director Iwao Taka has retired from the position of Director of The Shoko Chukin Bank, Ltd. as ofJune 23, 2020.
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, Shin Ebihara, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities
to compensate damages under Article 423, paragraph (1) of the Companies Act. Limitation on
liability of each Director to compensate damages under such agreements is set out to be either ¥10
million or the respective amounts set forth under the laws and regulations, whichever is higher.
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 and Group Executive Officers, as well as
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 suchcompanies under the Companies Act. The outline of the policy are as follows.
(1) Outline of insurance accidents to be covered
The insurance policy covers damages and litigation costs that may arise from liability borne by
the insured persons in the course of execution of their duties as Director, Corporate Executive
Officer, Executive Officer, Group Executive Officer, or executive/employee of the Company
who is dispatched to a corporation other than the Company’s subsidiaries and holds a positionof Director or Corporate Executive Officer at such corporation under the Companies Act or
claims pertaining to the pursuit of such liability. (However, as a measure to prevent theappropriateness 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.)- 41 -

[Translation for Reference and Convenience Purposes Only](2) Insurance premiums
The insurance premiums for the insurance policy are fully borne by the Company.
13. The Company designates Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa,Shin Nagase, Setsuko Egami and Iwao Taka as independent directors as stipulated by the Tokyo
Stock Exchange and other exchanges and made such notification of these officers to the Tokyo
Stock Exchange and other exchanges.

- 42 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Corporate Executive Officers (As of March 31, 2021)
Name
Junichi Yoshida

Junichi Tanisawa

Atsuo Kyono

Tetsuji Arimori

Hidemi Waki

Futoshi Chiba

Noboru Nishigai

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a. Assistant to the President;
Executive Officerb. Supervising Commercial Property Business
Deputy PresidentGroup;
c. Responsible for Commercial Property
Business Strategy Department;
d. Responsible for Commercial Property
Business Planning Department;
e. Responsible for Urban Planning
Department;
f. Responsible for Area Management
Planning Department; andg. President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Representative Corporate a. Supervising Business Development, Client
Executive Officer
Relations & Solutions Group;
Executive Vice President b. Responsible for Client Strategy Planning
Department;c. Responsible for Business Development,
Consulting & Solutions Department 1; andd. Responsible for Business Development,
Consulting & Solutions Department 2
Representative Corporate a. Responsible for Corporate Planning
Executive Officer
Department; andExecutive Vice President b. Responsible for Sustainability
Management and Promotion Department
Responsible for Urban Redevelopment
Representative Corporate
Department
Executive Officer
Executive Vice President
Representative Corporate a. Responsible for Commercial Property
Executive Officer
Management Department;
Executive Vice President b. Responsible for Facility Management
Planning Department;c. Responsible for xTECH Leasing andPromotion Department;
d. Responsible for Museum Management
Office; ande. Senior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
Representative Corporate a. Supervising Residential Business Group
Executive Officer
b. Responsible for Residential Business
Executive Vice President
Planning Department;c. Responsible for CLT Business, Residential
Land & Recreational Facilities
Management Office; andd. Director, Mitsubishi Estate Residence Co.,Ltd.

- 43 -

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Hiroshi Katayama

Senior Executive Officer

Kenji Hosokane

Senior Executive Officer

Keiji Takano

Senior Executive Officer

Atsushi Nakajima

Senior Executive Officer

Yuji Fujioka

Senior Executive Officer

Bunroku Naganuma

Senior Executive Officer

Toru Kimura
Yutaro Yotsuzuka

Senior Executive Officer
Senior Executive Officer

Assignments in the Company and Material
Concurrent Positions
a. Responsible for Finance & Accounting
Department; andb. Responsible for Corporate
Communications Department
a. Responsible for Office Leasing and Tenant
Relations Department; andb. Responsible for Retail Property Leasing
Department
a. Supervising Investment Management
Group;
b. Responsible for Investment Management
Business Department; andc. Director, MEC Group International, Inc.
a. Responsible for Project Planning
Department;
b. Responsible for Urban Project
Development Department;c. Responsible for Logistics Facilities
Development Department; andd. Responsible for Hotel Business
Department
Responsible for Airport Business
Department
a. Responsible for Human Resourcesb. Department;c. Responsible for General Affairs
Department;
d. Responsible for Legal & ComplianceDepartment; ande. Responsible for Compliance, Risk
Management and Disaster Prevention
Responsible for Kansai Brancha. Supervising International Business Group;b. Responsible for International Business
Planning Department;c. Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andd. Chairman and Director, MEC GroupInternational, Inc.

Notes:
1. Corporate Executive Officers Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama
and Bunroku Naganuma concurrently serve as Directors.
2. Corporate Executive Officer Atsuo Kyono retired from the position due to expiration of tenure on
March 31, 2021.
3. Among the companies indicated in Assignments in the Company and Material Concurrent Positions,
Mitsubishi Estate Residence Co., Ltd. and MEC Group International Inc. are operating in the realestate business (a business in which the Company also engages).
4. Outline of the directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, paragraph (1) of the Companies Act with an insurance company to insure Directors,
Corporate Executive Officers, Executive Officers, Group Executive Officers, and executives andemployees of the Company who are dispatched to companies other than subsidiaries and hold theposition of officers and executive officers under the Companies Act at said companies (hereinafter
the “insured”). The details of the contract are as follows.
- 44 -

[Translation for Reference and Convenience Purposes Only](1) Outline of insurance accidents to be covered
This contract covers damages and litigation costs that may arise from the insured being liable
for the execution of their duties or being subject to a claim for the pursuit of such liability(however, this contract does not cover damages, etc. attributable to criminal acts, intentional
violations of laws and regulations and other such acts so as not to impair the appropriateness of
execution of duties by directors and other officers).
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

- 45 -

[Translation for Reference and Convenience Purposes Only]
Situation of Directors and Corporate Executive Officers as of April 1, 2021 is as follows:[Directors]

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Bunroku Naganuma
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization

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

Toru Okusa

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

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

Shin Ebihara

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

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

Tetsuo Narukawa

Director

Director, Okasan Securities Co., Ltd.

Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee
Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 46 -

Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin
University
Director, HAPPINET CORPORATION;
and Director, TOSHIBA TECCORPORATION
Professor Emeritus, Musashi University;
Director, MITSUBISHI MOTORSCORPORATION; and Director, Resona
Holdings, Inc.

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

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Specially Appointed Professor, School of
Economics and Business Administration,
Chikuro Hiroike School of Graduate
Studies, Reitaku University; Specially
Appointed Professor, Faculty of
Economics and Business Administration,
Reitaku University;
Director, ASKUL Corporation; and Audit
and Supervisory Board Member, The Daiichi Life Insurance Company, Limited[Corporate Executive Officers]
Name
Junichi Yoshida

Junichi Tanisawa

Tetsuji Arimori

Hidemi Waki

Futoshi Chiba

Noboru Nishigai
Hiroshi Katayama

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a. Assistant to the President;
Executive Officerb. Supervising Commercial Property Business
Deputy PresidentGroup;
c. Responsible for Commercial Property
Business Planning Department;
d. Responsible for Commercial Property
Business Strategy Department; ande. President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Representative Corporate a. Responsible for Corporate Planning
Department; andExecutive Officer
Executive Vice President b. Responsible for Sustainability
Management and Promotion Department
Responsible for Urban Redevelopment
Representative Corporate
Department
Executive Officer
Executive Vice President
Representative Corporate a. Responsible for Commercial Property
Executive Officer
Management Department;
Executive Vice President b. Responsible for Facility Management
Planning Department;c. Responsible for xTECH Leasing andPromotion Department;
d. Responsible for Museum Management
Office; ande. Senior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
Executive Vice President
Responsible for President mission
Representative Corporate a. Responsible for Finance & Accounting
Executive Officer
Department; andExecutive Vice President b. Responsible for Corporate
Communications Department- 47 -

[Translation for Reference and Convenience Purposes Only]
Name
Kenji Hosokane

Keiji Takano

Atsushi Nakajima

Yuji Fujioka
Bunroku Naganuma

Toru Kimura
Yutaro Yotsuzuka

Ikuo Ono

Hitoshi Kubo

Assignments in the Company and Material
Concurrent Positions
Representative Corporate a. Supervising Business Development, Client
Executive Officer
Relations & Solutions Group;
Executive Vice President b. Responsible for Client Strategy Planning
Department;c. Responsible for Office Leasing and Tenant
Relations Department; andd. Responsible for Retail Property Leasing
Department
Senior Executive Officer a. Supervising Investment Management
Group;
b. Responsible for Investment Management
Business Department; andc. Director, MEC Group International, Inc.
Senior Executive Officer a. Responsible for Project Planning
Department;
b. Responsible for Urban Project
Development Department;c. Responsible for Logistics Facilities
Development Department; andd. Responsible for Hotel Business
Department
Senior Executive Officer
Responsible for Airport Business
Department
Senior Executive Officer a. Supervising Residential Business Groupb. Responsible for Residential Business
Planning Department;c. Responsible for CLT Business, Residential
Land & Recreational Facilities
Management Office; andd. Director, Mitsubishi Estate Residence Co.,Ltd.
Senior Executive Officer
Responsible for Kansai Branch
Senior Executive Officer a. Supervising International Business Group;b. Responsible for International Business
Planning Department;c. Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andd. Chairman and Director, MEC GroupInternational, Inc.
Senior Executive Officer a. Responsible for Business Creation
Department; andb. Responsible for DX Promotion Department
Corporate Executive
a. Responsible for Human Resources
Officer
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & CompliancePositions

Department;

d. Responsible for Compliance, Risk
Management and Disaster Prevention
Note: Corporate Executive Officers Ikuo Ono and Hitoshi Kubo took office as Corporate Executive
Officers on April 1, 2021.

- 48 -

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

Number of Persons

Directors(of which Outside Directors)
Corporate Executive Officers
Total

10
(7)
15
25

Amount Paid
(Millions of yen)
365
(108)
1,166
1,532

Notes:
1. Remuneration for the Company’s Directors concurrently serving as Corporate Executive Officer is
included in the remuneration for Corporate Executive Officers.
2. The Company pays no salary as employees to Directors and Corporate Executive Officers of theCompany.
3. All the remuneration for the Company’s Directors is basic remuneration in the form of money.
4. Of the above amounts paid, the amounts of remuneration paid to fifteen (15) Corporate Executive
Officers by type are as follows:(1) Monetary remuneration
Basic remuneration: ¥620 million
Single-year performance-based remuneration: ¥394 million
Medium-to-long-term performance-based remuneration (phantom stock): ¥0 million(2) Non-monetary remuneration
Medium-to-long-term performance-based remuneration (restricted stock compensation):¥151 million
5. 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 operating income, EBITDA, ROA, ROE and the target level of operating income inthe divisions 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, to which is added an evaluation of qualitative aspects, establishedduring 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 for consolidated
indicators in the previous fiscal year were as follows:
Results
Operating Income
EBITDA
ROA
ROE¥240,768 million¥336,784 million
4.1%
8.5%

6. 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 (¥1,914), dividing suchproduct by the issue price (¥1,701), and then multiplying such quotient by the vesting ratio
corresponding to the Company’s TSR rank (6th, 0%).
7. The details and situation of restricted stock delivered during the fiscal year under review are- 49 -

[Translation for Reference and Convenience Purposes Only]
described 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.”
8. The Outside Directors of the Company do not receive remuneration as directors from any of theCompany’s subsidiaries.
(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 toeach Director and Corporate Executive Officer for the fiscal year under review are in line with thedecision 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 performancetargets, etc., aimed at in the management strategy and the Medium-Term Management Plan andrealizes sustained corporate value improvement and sharing of values with our shareholders.
 The remuneration system shall be the one that allows for giving incentives to management
executives’ taking up of challenges and appropriate risk taking in line with the strategy targets andexpectations of shareholders and other stakeholders.
 The remuneration system shall be the one that makes it possible to fulfill the high accountability forthe benefit of our shareholders and other stakeholders through objective deliberations and judgments
at the Remuneration Committee.
3) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately
established in consideration of respective functions and roles to be fulfilled for the purpose ofachieving the sustained corporate value improvement. In addition, Directors who concurrently serve as
Corporate Executive Officers shall be paid remuneration as Corporate Executive Officers.
 Directors (excluding Directors who concurrently serve as Corporate Executive Officers)
In consideration of their function and role of supervising performance of duties by Corporate
Executive Officers and Directors, they shall receive, in principle, only basic remuneration in theform of money, and the standards shall be decided upon individually taking into account factors
such as position and responsibilities as Directors and whether they are full-time or part-time.
 Corporate Executive Officers
In consideration of their function and role of taking charge of business execution of the Company,
their remuneration shall, in principle, be comprised of basic remuneration and variable
remuneration.
Variable remuneration is comprised of monetary compensation that is paid based on short-term
performance, etc., and stock compensation, etc., (including monetary compensation paid based on
indicators such as stock price) that is paid with a view to realizing the medium- to long-term sharingof values with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators forvariable remuneration and other matters shall be decided upon taking into account medium- to longterm 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

Shin Ebihara

Tetsuo Narukawa

Masaaki Shirakawa

Shin Nagase

Setsuko Egami

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 9/9
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 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 wealth ofCommittee: 6/6
international experience, knowledge, etc. gained
through his extensive years as a diplomat.
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
She 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 her abundantCommittee: 6/6
knowledge of corporate strategy, marketingstrategy, human resources development, etc.

- 51 -

[Translation for Reference and Convenience Purposes Only]

Name
Iwao Taka

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 9/9
Meetings of Audit Committee:
15/15- 52 -

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 extensive
knowledge regarding business ethics,
compliance, etc.

[Translation for Reference and Convenience Purposes Only]
4. Situation of Accounting Auditor(1) Designation: ERNST & YOUNG SHINNIHON LLC(2) Amounts of Remuneration, etc.
Amount to be Paid
Amount of remuneration, etc., to be paid by the Company to the Accounting
Auditor pertaining to the fiscal year under review
Total amount of money and other financial profits to be paid by theCompany and its subsidiaries to the Accounting Auditor¥150 million¥368 million

Notes:
1. The Audit Committee has decided to consent to the amount of remuneration, etc., to be paid to the
Accounting Auditor as it judged that the audit plan of the Accounting Auditor, the execution ofauditing duties, the basis for calculating remuneration estimate, etc., are all appropriate for
implementing the auditing of the Company as a result of verification necessary for determining
whether they are appropriate or not.
2. Of the Company’s material subsidiaries, MEC Group International, Inc., Mitsubishi Estate Europe
Ltd. and Mitsubishi Estate Asia Pte. Ltd. are subject to audits by an audit firm (Ernst & Young) otherthan the Accounting Auditor of the Company.
3. The audit agreement between the Company and the Accounting Auditor does not distinguish theamount of remuneration, etc., for the audit under the Companies Act and that for the audit under the
Financial Instruments and Exchange Act, and the two (2) amounts cannot be substantially
distinguished from each other. Therefore, the amount of remuneration, etc. pertaining to the fiscal
year under review indicates the total of these two (2) kinds of amounts.
(3) Contents of Non-audit Services
The services entrusted by the Company to Accounting Auditor other than those defined in Article 2,paragraph (1) of the Certified Public Accountants Act are creation of comfort letters pertaining toissuance of corporate bonds and other services.
(4) Policy on Decisions of Dismissal or Non-Reappointment of the Accounting Auditor
If the Audit Committee deems that any circumstance stipulated in Article 340 of the Companies Act
applies to the Accounting Auditor and its dismissal is deemed appropriate, the Accounting Auditor will
be dismissed based on the unanimous approval of all members of the Audit Committee.
Furthermore, the Audit Committee shall, if it is found that execution of duties by the Accounting
Auditor will be difficult and there is a need for a change in Accounting Auditor, decide on the content
of a proposal to submit to the General Meeting of Shareholders regarding the dismissal or nonreappointment of the Accounting Auditor.
(5) Outline of the Liability Limit Agreement
Not applicable- 53 -

[Translation for Reference and Convenience Purposes Only]
5. Systems to Ensure the Propriety of Business Operations and the Operational Status of that System(1) Systems to Ensure the Propriety of Business Operations
Outline of decisions on systems to ensure the propriety of business operations as stipulated in the
Companies Act and the Regulation for Enforcement of the Companies Act is as follows:
1) Systems to Keep and Manage Information pertaining to the Execution of Duties by Corporate
Executive Officers
Pursuant to the “Mitsubishi Estate Group Basic Rules on Information Management,” in order toappropriately handle information assets held by the Group and improve information security andenhance its level on an ongoing basis, the Company shall appoint the Officer responsible for the risk
management as Chief Information Security Officer and the Officer responsible for the DX Promotion
Department as Chief Information System Security Officer and the Risk Management & Compliance
Committee shall be in charge of companywide control of information storage and management.
The Company shall, under such organizational systems, develop regulations on basic matters for the
management procedures necessary for the protection and handling of information held by theCompany, matters related to document storage and abolition including the storage method and period
for documents and abolition rules, and matters related to the protection of the information system andelectronic information. The Company shall appropriately store and manage relevant information
pertaining to the execution of Corporate Executive Officers’ duties by operating these internal
regulations.
2) Rules and Other Systems regarding Loss Risk Management in the Company and Its Subsidiaries
In the groupwide corporate management, the Group shall practice diverse risk management measures
for all business operations of the Group in order to properly evaluate and manage internal and externalrisk factors related to its businesses and to maintain and raise the corporate value of the Group.
Specifically, the Company has established the “Mitsubishi Estate Group Risk Management Rules” torealize appropriate risk management through establishing systems for risk management to be carriedout by all the executives and employees of the Group. Moreover, under the Risk Management Rules
above, at the Company, the Risk Management & Compliance Committee shall be in charge ofcontrolling the promotion of risk management activities at the group level, whereas the Risk
Management & Compliance Subcommittee shall work as a practical collegial body to collect andstreamline risk management-related information. In addition, the officer responsible for the risk
management appointed by the resolution of the Board of Directors shall be assigned the responsibility
for risk management, and to develop and promote the risk management system.
In the meantime, with these risk management systems as a basis, at the Company, the Strategic
Investment Committee, an advisory body of the Executive Committee, shall preliminarily deliberate
especially important investment subjects in making decisions thereof prior to the deliberations by the
Executive Committee to check the content and degree of risk factors as well as countermeasures, etc.,
in preparation for possibly realizing risk.
Furthermore, the Company shall appoint an officer in charge of disaster prevention by resolution of
the Board of Directors to maintain the most updated action principles, communications and initial
measures to be taken and system for business continuity program in case of the occurrence of any
emergency. The officer formulates and implements manuals, guidelines, etc., and conducts training aswell as reviews and improvements of systems and plans on a periodic basis.
The Internal Audit Office shall conduct internal audit activities in accordance with the Internal Audit
Rules to raise the effectiveness of risk management.
3) Systems to Ensure Efficient Execution of Duties by Corporate Executive Officers of the Company andDirectors, etc., of Its Subsidiaries
The Group shall continue improving managerial system that has been designed to fit the Group, toensure the efficient execution of duties by Corporate Executive Officers of the Company and directors,
etc., of its subsidiaries in the course of fulfilling the CSR of the Group. Under this policy, the Company
aims to reinforce the management oversight function and the business execution function as well as
management efficiency and expedited decision making by adopting the organizational structure of aCompany with Nominating Committee, etc., thereby largely delegating authority relating to businessexecution decisions to Corporate Executive Officers. In addition, the Company shall take such actions
as to appoint controlling officers and officers in charge, adopt the Executive Officer System and the- 54 -

[Translation for Reference and Convenience Purposes Only]
Group Executive Officer System and improve the rules related to the authority and decision making inaccordance with internal regulations, so as to allow for more efficient execution of duties.
4) Systems to Ensure Compliance of the Execution of Duties by Corporate Executive Officers andEmployees of the Company and Directors, etc., and Employees of Its Subsidiaries with Laws,
Regulations and the Articles of Incorporation
The Group has established and intends to thoroughly disseminate “The Mission of the Mitsubishi
Estate Group,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi EstateGroup Guidelines for Conduct” to present conduct standards by which executives and employees
should abide. The Company conducts, as a Company with Nominating Committee, etc., management
oversight by the Board of Directors and audits by the Audit Committee.
In addition, while the Risk Management & Compliance Committee conducts group-wide supervisionand the Risk Management & Compliance Subcommittee conducts practical discussions in accordancewith the “Mitsubishi Estate Group Compliance Rules,” the officer responsible for complianceappointed by the resolution of the Board of Directors shall be assigned the responsibility forcompliance to take such actions as to manage and promote overall compliance at the Group. The Groupalso ensures that the execution of duties by Corporate Executive Officers and employees complies withlaws and regulations and the Articles of Incorporation through such means as preventive legal
activities, risk management promotion activities and internal audit practices.
To handle compliance-related consulting and whistleblowing on concerns, the dedicated Help Lines
shall be established and operated internally and externally as contact windows for the Group andbusiness partners.
5) Systems for Reporting Matters Related to the Execution of Duties by Directors, etc., of Subsidiaries to
the Company, and Other Systems to Ensure the Propriety of Business Operations Conducted by the
Corporate Group Consisting of the Company, Its Parent Companies and Subsidiaries
The Group shall endeavor to practice groupwide compliance-based management and business ethics
and ensure the propriety of business operations by establishing “The Mission of the Mitsubishi EstateGroup,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group
Guidelines for Conduct,” etc., all of which are the standards of conduct for the Group, and thoroughly
disseminating them under the control of the Risk Management & Compliance Committee.
In addition, the Company specifies the department in charge of operations related to groupcompanies, such as promoting the corporate management of the respective group companies andsupporting the staff function, thereby establishes a system to link the companywide management planand the measures concerning group companies. Meanwhile, group management shall be enhanced
toward the achievement of maximized corporate value of the Group by promoting the propriety andefficiency improvement and upgrading risk management of groupwide corporate management by
operating the “Mitsubishi Estate Group Management Rules,” through measures such as compulsory
consultations and exchange of information between the Company and group companies for certain
important matters.
Furthermore, the “Mitsubishi Estate Group Basic Guidelines on Internal Control Regarding
Financial Reporting (Basic Rules)” shall be formulated to ensure the reliability of financial reports
inside the Group with the aim of appropriately responding to the internal control reporting system forfinancial reports, as required to follow under the Financial Instruments and Exchange Act.
6) Matters Related to Employees to Support the Duties of the Audit Committee, and Matters Related toEnsuring the Effectiveness of Instructions Given to Such Employees by the Audit Committee
The Audit Committee Office shall be established as a subsidiary organ to assist the Audit Committee inthe execution of its duties pursuant to the relevant provisions such as “Job Ladder.” The Company shallassign a dedicated General Manager and persons necessary for supporting the Audit Committee’s
duties.
The General Manager of the Audit Committee Office shall supervise other employees assigned to theoffice and execute his or her business duties in accordance with the instructions of the Audit Committee.
7) Matters Related to Independence of Employees in the Preceding Item from Corporate Executive
Officers
The personnel relocation and/or disciplinary punishment, etc., of the General Manager of the Audit
Committee Office shall require an accord of the Audit Committee. The personnel relocation and/or- 55 -

[Translation for Reference and Convenience Purposes Only]
disciplinary punishment, etc., of staff of the Audit Committee Office other than the General Manager ofthe Audit Committee Office shall require prior consultation with the General Manager of the Audit
Committee Office.
8) Systems for Directors, Corporate Executive Officers and Employees of the Company, Directors, etc.,
and Employees of Its Subsidiaries, and Individuals Who Receive Their Reports to Provide Reports to
the Audit Committee, and Other Systems Related to Reporting to the Audit Committee
In the case where the occurrence of breach of any laws and regulations or the Articles of Incorporationor significantly unreasonable matter is revealed, anybody shall, either Directors, Corporate Executive
Officer or employees, immediately report thereof to the Audit Committee. An obligation shall beestablished by internal regulations to have important documents such as those requiring approval
circulated to full-time Audit Committee members, and a whistleblower program with Audit Committee
members serving as contact windows shall be established. Moreover, matters that may be judged
necessary in performing the duties of the Audit Committee, including results of internal audits, thestatus of compliance promotion activities, the status of risk management promotion activities, and thestatus of operation of Help Lines established internally and externally as contact windows for Group
companies and business partners for consultations and whistleblowing on concerns about compliance,
shall also be periodically reported to the Audit Committee. In addition, in accordance with the“Mitsubishi Estate Group Management Rules,” matters reported by the Directors, etc., and employeesof Group companies shall be shared with the Executive Committee and other meetings attended by the
fulltime Audit Committee member.
9) Systems to Ensure Individuals Who Make the Reports in Item 8 Are Not Treated Unfavorably for
Making Those Reports
In accordance with the “Mitsubishi Estate Group Risk Management Rules,” all executives andemployees of the Group are responsible for ensuring compliance in accordance with the “Mitsubishi
Estate Group Compliance Rules,” and are responsible for collecting and reporting risk information.
Also, based on the Whistleblower Protection Act, regarding a whistleblower program with Audit
Committee members serving as contact windows and the Group’s internal or external Help Lines, theCompany develops and operates rules related to the policy for protection of whistleblowers andnotification of redress procedures in order to ensure individuals who make the reports in Item 8 are nottreated unfavorably for making those reports.
10) Matters Related to Policy for Handling Costs and Debts Incurred by Audit Committee Members in the
Course of Executing Their Duties
In accordance with the audit standards established by the Audit Committee,” the Audit Committee
members may invoice the Company beforehand for any costs deemed necessary for the execution ofduties of the Audit Committee. The Audit Committee members may also seek subsequent
reimbursement for costs incurred in emergency or special situations.
Based on invoices received from the Audit Committee members, the Company shall pay costs
necessary for the Audit Committee members to execute their duties.
11) Other Systems to Ensure Effective Audits by the Audit Committee
In accordance with audit standards established by the Audit Committee, the fulltime Audit Committee
member shall have periodic meetings with the management executives of the Company including thePresident and Chief Executive Officer, the Internal Audit Office, other departments determined
necessary according to the duties of the Audit Committee and the Accounting Auditor to exchange
opinions with each other.
The Audit Committee member shall attend the important conferences such as the Executive
Committee.
(2) Operational Status of Systems to Ensure the Propriety of Business Operations
Outline of operational status of systems to ensure the propriety of business operations is as follows.
1) Status of Initiatives related to Risk Management
・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year, respectively, to take such actions as toselect priority risks that require countermeasures and report the status and results of risk management- 56 -

[Translation for Reference and Convenience Purposes Only]
activities on those priority risks, and thereby monitored the Group’s risk management on an ongoingbasis.
・We provided executives and employees of the Company with education on information security throughvarious training programs, drills, etc.
・We promoted group-wide strategy planning, development, operation and maintenance, as well as
reinforcement of governance regarding our information system. At the same time, a third-party
assessment was conducted for the Company’s information system security to verify the present state
analysis and necessary countermeasures.
・The impact of the spread of COVID-19 on the Company’s business was reported to the Board of
Directors, and its impact on the Long-term Management Plan and the future policy to deal with such
issues were monitored.
・We held comprehensive emergency drills, including initial response drills and information transmission
drills using an online meeting systems, considering curbs on office attendance due to the spread of
COVID-19.
2) Status of Initiatives related to Ensuring Efficiency in Execution of Duties
・In accordance with the Long-Term Management Plan and annual plan, etc., formulated by the Board of
Directors, the Corporate Executive Officers properly executed the duties assigned to them based on theauthorities delegated by the Board of Directors. Furthermore, the Board of Directors gauged management
issues on a timely basis by receiving regular reports from the Corporate Executive Officers on theconditions surrounding the business execution, as well as deliberating and deciding policy on
countermeasures, thereby appropriately monitoring the state of progress of the management plan.
・A third-party assessment was conducted by external experts in order to ensure the transparency andobjectiveness of the effectiveness evaluation of the Board of Directors and receive advice on theevaluation from a professional viewpoint.
・In order to implement the new Long-Term Management Plan that rolled out in FY2020, the Company
conducted organizational restructuring, aimed at reinforcement of competitiveness within the existing
business domains and acquiring business opportunities that offer high added value.
3) Status of Initiatives related to Compliance・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year to discuss compliance promotion activity
plans and report the results of the activities. In this way, the Company managed and promoted overall
compliance at the Group.
・In order to further enhance the anti-bribery system, in addition to steadily responding to issues based on
the roadmap created ahead of time, we developed various rules including the new Rules regarding
Donations to Foreign Public Officials, etc. and worked to reduce compliance risks throughout Japan andoverseas.
・Compliance education was provided to the Company’s Officers and employees in the form of various
trainings and drills, etc.
4) Status of Initiatives related to Reporting of the Execution of Duties and Other Matters concerning theGroup Management
・Under the supervision of the “Corporate Planning Department Affiliated Group Office,” the Company
worked to promote appropriateness and efficiency of group company management and strengthen risk
management through such means as enforcement of the “Mitsubishi Estate Group Management Rules”
and providing business support to group companies.
・With the aim of appropriately responding to the internal control reporting system for financial reports, as
required to follow under the Financial Instruments and Exchange Act, in accordance with “Mitsubishi
Estate Group Basic Guidelines on Internal Control Regarding Financial Reporting (Basic Rules),” the- 57 -

[Translation for Reference and Convenience Purposes Only]
Company evaluated the development and management status of internal controls regarding financial
reporting of the Group, targeting “companywide internal control,” etc.
・We reviewed the criteria for reporting to the Board of Directors from the perspective of enhancing thereporting content and increasing the reporting frequency to the Board of Directors on the Group’s business.
5) Status of Initiatives related to Ensuring the Effectiveness of the Audit Committee’s Audit
・Reports were made as needed to the Audit Committee on the results of internal audits, risk management
activities and compliance promotion activities, and the Audit Committee conducted additional hearing
and provided advice to the relevant divisions based on the contents of these reports.
・Full-time Audit Committee members held periodic meetings with the management executives of theCompany including the President and Chief Executive Officer as well as the Internal Audit Office, theFinance & Accounting Department, the Legal & Compliance Department and the Accounting Auditor toexchange opinions with each other. In addition, they also made an effort to collect information necessary
for the Audit Committee audits by attending important internal meetings including the “Executive
Committee” and the “Risk Management & Compliance Committee,” reviewing important documents,
etc., and shared the details thereof within the Audit Committee properly.
・The Audit Committee Office is composed of seven (7) members including a dedicated General Manager
and dedicated employees as well as employees who concurrently serve as staff at other sections, and the
Office duly executed affairs they are responsible for.
6. Basic Policy Regarding the Control of Kabushiki-Kaisha (Joint-Stock Corporation)
Set out below are outlines of the contents of the basic policy regarding the persons who control decisions
on the Company’s financial and business policies.
By drawing up, and steadily implementing, a management plan to contribute to the growth of theCompany, while at the same time working to strengthen corporate governance, etc., the Company will
strive to enhance corporate value and protect the common interests of shareholders. In addition, in
response to persons attempting a large-scale acquisition of the shares of the Company, we will devise
appropriate measures that are compliant with the Financial Instruments and Exchange Act, the Companies
Act and other laws, by requesting necessary and sufficient information to allow shareholders to come to aconclusion as to whether the large-scale acquisition is appropriate or not, by disclosing the opinion of theBoard of Directors, which takes into account the views of the independent Outside Directors, and working
for sufficient time and information to enable consideration by shareholders.
- END -

- 58 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2021)
Account Item
(Assets)
Current assets
Cash on hand and in banks
Notes and accounts receivable - trade
Securities
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Expenditures for uncompleted works
Other inventories
Equity investments
Other current assets
Allowance for doubtful receivables
Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment andvehiclesLand
Land in trust
Construction in progress
Other property and equipment
Intangible assets
Leaseholds
Other intangible assets
Investments and other assets
Investment securities
Long-term loans receivable
Guarantee money and deposits paid
Net defined benefit asset
Deferred tax assets
Other investments
Allowance for doubtful receivables

Total Assets(Millions of yen)AmountAccount Item
Amount
6,072,519(Liabilities)
4,011,071
1,164,037 Current liabilities
662,437
170,040
Notes and accounts payable - trade60,50752,031
Short-term borrowings
141,7854,626Long-term debt to be repaid within
127,643
one (1) year
88,116
267,563
Commercial paper
50,000975
Corporate bonds to be redeemed
65,000within one (1) year
7,144
1,034
Accrued income taxes
24,457496,182
Other current liabilities
193,043
76,875(553) Long-term liabilities
3,348,634
Corporate bonds
745,759
Long-term debt
1,393,858
4,908,481
4,179,893
Guarantee money and deposits
466,891
received
1,178,764
Deferred tax liability
243,818
30,460
Deferred tax liabilities for revaluation
264,082
2,237,934
Net defined benefit liability
27,123
578,446
Accrued directors’ retirement benefits
662
136,273
Provision for environmental measures
4,537
18,013
Negative goodwill
83,604
Other long-term liabilities
118,294
101,095
76,193(Net Assets)
2,061,447
24,901 Shareholders’ equity
1,259,887
Capital stock
142,279
627,493
Capital surplus
164,367
281,996
Retained earnings
1,058,457
11,661
Treasury stock(105,216)
136,478 Other accumulated comprehensive
592,011
34,370 income
16,536
Net unrealized gain on
118,088
146,455
available-for-sale securities(6)
Deferred gains or losses on hedging(1,916)
instruments
Land revaluation reserve
526,417
Foreign currency translation(53,740)
adjustments
Remeasurements of defined benefit
3,163
plans
Stock acquisition rights
231
Non-controlling interests
209,316
6,072,519
Total Liabilities and Net Assets
6,072,519- 59 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(From April 1, 2020 to March 31, 2021)(Millions of yen)AmountAccount Item
Revenue from operations
Cost of revenue from operations
Gross operating profit
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Equity in earnings of non-consolidated subsidiaries and affiliates
Other
Other expenses
Interest expenses
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of fixed assets
Gain on sales of investment securities
Extraordinary loss
Loss related to retirement of fixed assets
Impairment loss
Loss on liquidation of subsidiaries
Loss on infectious disease
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- 60 -

1,207,594
889,830
317,764
93,370224,394
26,292871
16,095307
9,018
39,72021,623
6,448
11,648210,965
16,603
13,582
3,021
26,3042,099
4,679
13,826
5,698
201,265
44,647
9,548
54,195147,069
11,414
135,655

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2021)
Account Item
(Assets)
Current assets
Cash on hand and in banks
Accounts receivable - trade
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Equity investments
Short-term loans of affiliatedcompanies
Other current assets
Allowance for doubtful receivables

Amount4,936,321
982,654
76,276
26,812
13,4781,738
975
307,000

Account Item
(Liabilities)
Current liabilities
Accounts payable - trade
Short-term borrowings
Long-term debt to be repaid withinone (1) year
Commercial paper
Corporate bonds to be redeemedwithin one (1) year
535,236
Accrued income taxes
21,525
Deposits received(389)
Other current liabilities

Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment andvehiclesLand
Land in trust
Construction in progress
Other property and equipment

3,953,666
2,957,482
745,004
2,039
1,567,428
558,345
76,798
7,864

Intangible assets
Leaseholds
Other intangible assets

27,95014,947
13,002

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

968,234
244,892

Total Assets(Millions of yen)Amount3,383,886
494,20730,13346,802Long-term liabilities
Corporate bonds
Long-term debt
Guarantee money and deposits
received
Deferred tax liability
Deferred tax liabilities for revaluation
Reserve for retirement allowances
Reserve for accepting the fulfillmentof obligations
Provision for environmental measures
Negative goodwill
Other long-term liabilities

75,35150,00065,000
10,311
191,336
25,2712,889,679
740,584
1,229,574
394,520145,015
263,344
3,089
3,857
4,537
53,75351,401(Net Assets)
1,552,434
Shareholders’ equity
905,720
Capital stock
142,279
507,703
Capital surplus
171,390
39,378
Capital reserve
171,390
117,780
Retained earnings
697,266
22,953Retained earnings reserve
21,66335,722Other retained earnings
675,602(197)
Reserve for special depreciation
855
Reserve for advanced depreciation of
151,496
fixed assets
Reserve for open innovation
208
promotion
General reserve
108,254
Earned surplus carried forward
414,787
Treasury stock(105,216)
Valuation, translation adjustments and
646,482
othersNet unrealized gain on
118,090
available-for-sale securities
Deferred gains or losses on hedging(1,431)
instruments
Land revaluation reserve529,822
Stock acquisition rights
231
4,936,321
Total Liabilities and Net Assets
4,936,321- 61 -

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(From April 1, 2020 to March 31, 2021)(Millions of yen)Amount542,646
373,424
169,22130,649138,571
51,087
3,412
41,5946,080
31,313
8,662
9,413
4,274
8,962
158,345
16,565
13,544
3,021
35,697
2,099
2,656
13,826
1,640
5,774
9,700
139,21329,761(1,164)
110,616

Account Item
Revenue from operations
Cost of revenue from operations
Gross operating profit
Selling, general and administrative expense
Operating income
Other income
Interest income
Dividend income
Other
Other expenses
Interest expenses
Bond interest
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of fixed assets
Gain on sales of investment securities
Extraordinary loss
Loss related to retirement of fixed assets
Impairment loss
Loss on liquidation of subsidiaries
Loss on infectious disease
Loss on liquidation of equity investments
Loss on debt waiver of subsidiaries
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 62 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 18, 2021
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan

Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets, and notes to theconsolidated financial statements of Mitsubishi Estate Co., Ltd. (the “Company”) applicable to thefiscal year from April 1, 2020 to March 31, 2021.
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 consistedof the Company and its consolidated subsidiaries, applicable to the fiscal year ended March 31, 2021,
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 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.

- 63 -

[Translation for Reference and Convenience Purposes Only]
Responsibilities of Management, 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 suchinternal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing 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.
Audit Committee are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・ In making those risk assessments, we consider internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances, while the purpose of the auditof the consolidated financial statements is not expressing an opinion on the effectiveness of theGroup’s internal control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport 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 tocease 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 theunderlying transactions and events in a manner that achieves fair presentation in accordance withaccounting principles generally accepted in Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
- 64 -

[Translation for Reference and Convenience Purposes Only]
We communicate with the Audit Committee regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the 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, related safeguards.
Conflicts of Interest
We have no interest in the Company and its consolidated subsidiaries which should be disclosed inaccordance with the Certified Public Accountants Act.

- 65 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 18, 2021
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan

Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Section 2, paragraph 1 of the Companies Act, we have audited theaccompanying financial statements, which comprise the balance sheet, the statement of income, thestatement 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, 2020 to March 31, 2021.
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, 2021, 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 inJapan, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

- 66 -

[Translation for Reference and Convenience Purposes Only]
Responsibilities of Management, Audit Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are freefrom 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.
Audit Committee are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ In making those risk assessments, we consider internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances, while the purpose of the auditof the financial 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.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting
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 to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the 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 theCompany 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 andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

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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, related safeguards.
Conflicts of Interest
We have no interest in the Company which should be disclosed in accordance with the Certified
Public Accountants Act.

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[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, 2020, and ended March 31, 2021, 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 on October 28,2005) and requested its explanations, as required from time to time.
In the manner explained above, the Audit Committee has examined the business report and supplementaryschedules thereof, non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets and notes to the non-consolidated
financial statements) and supplementary schedules thereof of the Company, as well as the consolidated
financial statements (consolidated balance sheet, consolidated statement of income, consolidated statementof changes in net assets and notes to the consolidated financial statements), pertaining to the fiscal year
ended March 31, 2021.

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[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 21, 2021
The Audit Committee of Mitsubishi Estate Co., Ltd.
Tetsuo Narukawa
Member of the Audit Committee (Chairman)
Jo KatoMember of the Audit Committee (full-time)
Toru Okusa
Member of the Audit Committee (full-time)
Shin Nagase
Member of the Audit Committee
Iwao Taka
Member of the Audit Committee
Note: The Member of the Audit Committee Tetsuo Narukawa, the Member of the Audit Committee Shin
Nagase, and the Member of the Audit Committee Iwao Taka are Outside Directors as stipulated in
Article 2, item (xv) and Article 400, paragraph (3) of the Companies Act.

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