April 21, 2022
To whom it may concern:
Company name: Mitsubishi Estate Co., Ltd.
Representative: Junichi Yoshida,President and Chief Executive Officer
Securities code: 8802
Contact:
Motohiro Sato,
General Manager of theCorporate Communications Department
Telephone:+81-3-3287-5200

Notice of Disposal of Treasury Shares as Restricted Stock
Compensation
Mitsubishi Estate Co., Ltd. (hereafter the “Company”) hereby announces today that, pursuant to thedelegation of authority approved by resolutions of the Board of Directors of the Company, thePresident and Chief Executive Officer of the Company decided to dispose of treasury shares asrestricted stock compensation.
1. Overview of the Issuance(1)(2)

Payment DateClass and Numbers ofShares to be Disposed

May 20, 2022
134,586 shares of common stock of the Company(3)

Disposal Price

1,839 yen per share(4)

Total Disposal Price

247,503,654 yen(5)Method of Allotment

Allotment of restricted stock(6)

Method of Performanceof Contribution

Monetary compensation receivables
14 Representative Corporate Executive Officers(7)75,429 shares

Allottees and Numbers ofAllottees and Shares

8 Corporate Executive Officers 27,352 shares
9 Group Executive Officers(8)

Other31,805 shares

To be issued upon the securities registration statement
being effective

2. Purpose and Reasons for the Disposal of Treasury Shares
The Company decided, at the Remuneration Committee meeting held today, to allot restricted sharesto the Representative Corporate Executive Officers, the Corporate Executive Officers, and the Group
Executive Officers (the “eligible officers”) for the purpose of providing incentives for the eligible
officers to sustainably increase the Company’s enterprise value and further promote shared value
between the eligible officers and shareholders. The Company determined the payment amount ofmonetary compensation receivables to be provided to each eligible officer within an amount that are
not particularly favorable to the eligible officers. The President and Chief Executive Officer of theCompany decided to grant restricted shares to the eligible officers by providing monetarycompensation receivables.
Monetary compensation receivables are to be issued under the condition that an Allotment
Agreement for Shares of Restricted Stock (the “Allotment Agreement”) is concluded between theCompany and the eligible officers.
3. Overview of the Allotment Agreement(1) Transfer Restriction Period
The eligible officers received restricted shares shall not transfer, create any interest on or otherwise
dispose of restricted shares during the period from the payment due day to retirement of directors
the eligible officers from their designated positions. (the Transfer Restriction Period).
(2) Conditions for Releasing Transfer Restriction
In principle, the Company shall remove, as of the expiration of the relevant Transfer Restriction
Period, transfer restrictions on all of the allotted shares of the eligible officers.
(3) Grounds for the Acquisition without Consideration
In case of certain events applicable to the grounds for the acquisition without considerationprescribed in the Allotment Agreement, the Company will acquire the allotted shares without any
considerations to those eligible officers.
(4) Management of Shares
The eligible officers are required to open accounts in order to keep records of restricted shares in adesignated way at the designated Financial Instruments Business Operators as the Company specifies.
4. Basis of Calculation of the Payment Amount and Specific Details thereof
The disposal price shall be 1,839yen (rounded down to the nearest one (1) yen) which is the Closing
Price at Tokyo Stock Exchange Group, Inc. on the business day immediately before the date on which
the President and Chief Executive Officer made a decision on allotment of restricted shares (April20, 2022). Since the Company’s common stock has been listed already, the Company believes that theissue price reflects the Company’s performance as well as circumstances of stock market demand
under the situation which doesn’t provide any specific reasons for the most recent stock price should
not be considered; thus the most reasonable one without any arbitrariness.

5. Revision of the Remuneration System for Corporate Executive Officers
The Company has revised the remuneration system in FY2023. In addition to the fixed portion ofrestricted stock compensation, the Company has established a variable portion in which theamount of monetary compensation receivable fluctuates in accordance with the evaluation of theprevious year's performance. This allotment of the restricted stock compensation falls under thefixed portion, and the allotment procedure for the variable portion will be conducted again after
the performance evaluation is finalized.
Related press release: Notice of the Revision of the Remuneration System for Corporate

Executive Officers
https://www.mec.co.jp/e/news/pdf/mec220331_timelydisclosure.pdf
End of document