May 26, 2021
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
the Corporate Communications Department
Telephone:+81-3-3287-5200

Notice Regarding the Execution of a Share Exchange Agreement for the Acquisition of 100%
Ownership of ROYAL PARK HOTEL CO., LTD. (Simple Share Exchange) by MITSUBISHIESTATE CO., LTD.

MITSUBISHI ESTATE CO., LTD. (hereinafter referred to as the “Company”) and ROYAL PARKHOTEL CO., LTD. (hereinafter referred to as “RPH”) decided this day to exchange shares, which makes
the Company a wholly-owning parent company in share exchange and makes RPH a wholly-owned
subsidiary in share exchange (hereinafter referred to as the “Share Exchange”), in order to make RPH awholly-owned subsidiary of the Company (hereinafter referred to as the “Acquisition of 100%
Ownership”) and entered into a share exchange agreement for the Share Exchange (hereinafter referred
to as the “Share Exchange Agreement”) as of this day. Therefore, we hereby notify you as follows.
The Share Exchange will be performed effective as of August 1, 2021 for the Company throughprocedures for simple share exchange that requires no approval of the shareholders’ meeting pursuant to
Article 796, Paragraph 2 of the Companies Act and for RPH upon approval on the Share Exchange
Agreement at RPH’s shareholders’ meeting to be held on June 23, 2021.
Since the Share Exchange is a simple share exchange involving a consolidated subsidiary, we are making
disclosure, partially omitting matters and details that would otherwise require disclosure.
1. Purpose of the Share Exchange
The Company holds the reinforcement and expansion of non-asset businesses as one of the pillars of
its three-pillar strategy for growth in the “Long-term Management Plan 2030 of MITSUBISHI ESTATEGroup” announced on January 24, 2020 and is making efforts for new business development focused on
B-to-C and B-to-B-to-C. As part of such efforts, in the hotel business, the Company is opening up hotels
mainly in metropolitan areas across Japan in order to increase the number of guest rooms operated byhotels. In addition, the Company caused ROYAL PARK HOTELS AND RESORTS CO., LTD., theCompany’s wholly owned subsidiary that operates group hotels (hereinafter referred to as “RPH&R”) toabsorb YOKOHAMA ROYAL PARK HOTEL CO., LTD. and TOHOKU ROYAL PARK HOTEL CO.,LTD. in April 2020 and October 2020 respectively. By centralizing hotel operation, the Company ispromoting the reinforcement of the power of the chain of Royal Park Hotels, the reinforcement of theoperation ability of hotels, and the effective and efficient allocation of business resources.
On the other hand, the predecessor of RPH was a warehouse company that was incorporated in 1889
and that used to own a piece of land located in Nihonbashi Kakigaracho, Chuo-ku, Tokyo (that is the siteof the present “Royal Park Hotel”). When the former CHUO KAIHATSU KANKO K.K. was launched
as a main player in the hotel business upon the change of the trade name of that warehouse company in1972, the Company took a stake in it together with several companies in the financial sector. Later, theCompany became the largest shareholder as a result of subscription at the time of capital increase in 1980
and came to hold an approximately 40% stake as a result of sole subscription at the time of capital increasein 1986. After that, said company carried out full-scale hotel development plans, opened the “Royal Park
Hotel” in 1989 and, since then, has owned and managed the hotel as a flagship hotel of the chain for
more than 30 years. Meanwhile, the Company purchased shares from the other investors. At present, RPH
is a consolidated subsidiary of the Company that has a 54.4% stake.
The Royal Park Hotels chain, like other hotel chains, must accelerate the necessary structural reforms
in order to cope with rapid changes in the hotel business environment, including rapid changes in the
demand of travel from overseas under the present severe environment for domestic and overseas tourism
and lodging industries due to COVID-19, entry into the hotel business from different industries and theincreased competition resulting therefrom, and the emergence of new technologies such as digitaltransformation.
Following the centralization of the operation of the premium accommodation type hotels, “THE Series”
and the full-service type hotels, “Yokohama Royal Park Hotel” and “Sendai Royal Park Hotel” to theCompany’s subsidiary, RPH&R, the Company intends to reinforce and expand the hotel chain by speedingup the decision-making processes and making use of the human resources, service skills, and operational
expertise it has developed in full-service type hotels over many years across the entire chain through theacquisition of 100% ownership of RPH, which owns, manages, and operates the flagship “Royal Park
Hotel.”The Company recently decided to acquire 100% ownership of RPH, deeming it necessary to promptly
carry out structural reforms including the diversification of the portfolio (area, price range and facilitytype) and dispersion of risk by making use of a chain; the reinforcement of brand and customer transfer

power, the securing of IT investment capability and renovation investment capability by making use of
the scale advantage brought by expanding the chain scale; and enhancement of labor productivity by
improvement of operational efficiency and the introduction of contactless operation by means of IT
digital, and differentiation through the reinforcement of digital marketing capabilities in view of the futureof the hotel industry after the significant changes caused by COVID-19. The Company will promote thereinforcement and expansion of group hotels as a whole by speeding up the decision-making processes
and developing centralized and organic management of group hotels after the acquisition of 100%
ownership of RPH by the Share Exchange and eventually reinforce and expand the non-asset businessesof the MITSUBISHI ESTATE Group.
2. Summary of the Share Exchange(1) Schedule of the Share Exchange
Date of approval on execution of the Share Exchange Agreement

May 26, 2021

(both companies)
Date of execution of the Share Exchange Agreement (bothMay 26, 2021

companies)
Planned date of resolution for approval of the Share Exchange

June 23, 2021 (plan)

Agreement by the shareholders’ meeting (RPH)
Planned date of implementation of the Share Exchange (effective

August 1, 2021 (plan)

date)(Note 1) For the Company, the Share Exchange will be performed through procedures for simple
share exchange that requires no approval of the shareholders’ meeting pursuant to Article
796, Paragraph 2 of the Companies Act.
(Note 2) The planned date (effective date) of the Share Exchange may be changed upon theagreement of both companies.
(2) Method of the Share Exchange
The Share Exchange will make the Company a wholly-owning parent company in share exchange andmake RPH a wholly-owned subsidiary in share exchange. The Share Exchange will be performed
effective as of August 1, 2021 for the Company through procedures for simple share exchange that
requires no approval of the shareholders’ meeting pursuant to Article 796, Paragraph 2 of theCompanies Act and for RPH upon approval on the Share Exchange Agreement at RPH’s shareholders’meeting to be held on June 23, 2021.
(3) Allotment of shares in the Share ExchangeCompany

RPH(wholly owning parent(wholly owned subsidiarycompany resulting from a

resulting from a share

share exchange)

exchange)

1

0.025

Allotment ratio in the Share Exchange
Number of shares to be delivered as a

Ordinary shares of the Company: 1,368,010 shares (plan)

result of the Share Exchange(Note 1) Share allotment ratio
0.025 ordinary shares in the Company will be allotted and delivered with respect to 1 ordinary
share of RPH. However, no shares will be allotted with respect to the ordinary shares in RPH
held by the Company (65,279,600 shares as of this day) as a result of the Share Exchange.
If a material change arises in the financial or business conditions of the Company or RPH or
any event that significantly hinders the implementation of the Share Exchange arises or comes tolight by the effective date of the Share Exchange, the Company and RPH may change the above
allotment ratio in the Share Exchange (hereinafter referred to as the “Share Exchange Ratio”)
upon agreement through mutual consultation.
(Note 2) Number of shares to be delivered as a result of the Share Exchange
The Company will deliver such number of shares in the Company as calculated on the basis of
the Share Exchange Ratio to RPH’s shareholders entered or recorded in RPH’s shareholders
registry immediately before the Company’s acquisition of all outstanding shares in RPH by the
Share Exchange in exchange for the shares in RPH held thereby. The Company will not issue newshares since it plans to cover all shares that will be delivered in the Share Exchange by 1,368,010
treasury shares held by the Company.
(Note 3) Handling of shares of less than one unit
The Share Exchange is expected to give rise to shareholders holding shares of less than one
unit (shares less than 100 shares) in the Company. Shareholders that will come to hold shares lessthan one unit in the Company may use the following systems with respect to the Company’s shares.
(1) System for buyback of shares of less than one unit (sale of shares of less than 100 shares)
Under this system, shareholders that hold shares of less than one unit in the Company
may sell the shares of less than one unit that they hold by demanding that the Company
purchase those shares pursuant to the provision of Article 192, Paragraph 1 of theCompanies Act.
(2) System for the additional purchase of shares of less than one unit (additional purchase ofshares that constitute one unit [100 shares] if combined with already held shares)
Under this system, shareholders that hold shares of less than one unit in the Company
may additionally purchase such number of ordinary shares in the Company that would

constitute one unit (100 shares) if combined with the number of already held shares ofless than one unit by demanding that the Company sell those shares pursuant to theprovisions of Article 194, Paragraph 1 of the Companies Act and of the Articles ofIncorporation of the Company.
(Note 4) Handling of fractions of less than one share
To RPH’s shareholders that will receive an allotment of fractions of less than one share in the
Company in connection with the Share Exchange, the Company will deliver money in an amountequivalent to the amount calculated by multiplying the market value per ordinary share in the
Company by the number of fractions (and rounding up any fractions of less than one yen) insteadof delivery of ordinary shares in the Company corresponding to the number of fractions pursuant
to the provisions of Article 234 of the Companies Act and of other relevant laws and ordinances.
“Market value per ordinary share in the Company” refers to the closing price of an ordinary sharein the Company in a regular transaction on the Tokyo Stock Exchange on the trading day
immediately preceding the effective date of the Share Exchange (or, if there is no such closing
price on that immediately preceding trading day, the closing price on the last trading day on which
there was such closing price).
(4) Handling of share options and bonds with share options in connection with the Share Exchange
RPH has issued neither share options nor bonds with share options.
3. Way of Thinking in the Determination of the Details of Allotment in the Share Exchange
In determining the details of allotment in the Share Exchange, the Company asked a third-party
calculation agency independent from both parties, DELOITTE TOHMATSU FINANCIAL
ADVISORY LLC (hereinafter referred to as “DELOITTE TOHMATSU”) to calculate the shareexchange ratio.
RPH also asked a third-party calculation agency independent from both parties, PLUTUS
CONSULTING CO., LTD. (hereinafter referred to as “PLUTUS”), to calculate the share exchange ratio.
The Company’s third-party calculation agency, DELOITTE TOHMATSU and RPH’s third-party
calculation agency, PLUTUS are calculation agencies independent from the Company and RPH, and they
do not fall under related parties of the Company or RPH or have any material interests to be noted inconnection with the Share Exchange.
DELOITTE TOHMATSU carried out the calculation with respect to the Company, employing themarket price method from the fact that there is a market price for shares in the Company since it is listed
on a financial instruments exchange. DELOITTE TOHMATSU carried out the calculation with respect
to RPH, respectively employing the discounted cash flow method (hereinafter referred to as the “DCF
Method”) in the aim of reflecting the future status of business activities in evaluation, comparable

companies analysis from the fact that the stock value of RPH can be estimated by comparison with similar
companies since there are several similar listed companies with which RPH can be compared and, further,
the net asset method based on the net asset value in the balance sheet.
The price ranges of RPH ordinary shares evaluated by the respective calculation methods assumingthat the value per ordinary share in the Company is 1 are as set forth below.
Calculation method

Result of calculation of share exchange

Company

RPH

ratio

Market price method

DCF Method

From 0.017 to 0.027

Comparable companies

From 0.014 to 0.024

analysis
Net asset method

From 0.019 to 0.030(Note 1)
Under the market price method, the closing price on the record date and the simple average closing prices for one-month,three-month, and six-month periods up to and including the record date, all on the Tokyo Stock Exchange, are employedwith the record date set as May 25, 2021.
Under the net asset method, an adjusted book value of net assets that reflects latent profits from real properties andinvestment securities held by RPH is analyzed in addition to the book value of net assets in the balance sheet presented by
RPH. The latent profits from real properties are based on the results of appraisal by a third-party agency presented by RPH.
In the calculation of the above share exchange ratio, DELOITTE TOHMATSU assumed that all public informationconsidered by DELOITTE TOHMATSU and all financial and other information provided for or consulted on withDELOITTE TOHMATSU by the Company and RPH and providing a substantial basis for calculation of the shareexchange ratio was correct and complete and it has not independently verified the correctness or completeness of suchinformation. Likewise, DELOITTE TOHMATSU has not independently carried out calculation, appraisal or assessmentwith respect to assets or liabilities (including financial derivatives, off-balance-sheet assets and liabilities and other contingent
liabilities) of the Company or RPH or their respective associated companies, including analysis or evaluation of theirrespective assets and liabilities, nor asked any third-party agency to carry out such appraisal or evaluation. The shareexchange ratio calculated by DELOITTE TOHMATSU reflects information and economic conditions up to the record
date and is based on the premise that RPH’s financial forecast (including the profit plan and other information) has beenreasonably considered or prepared on the basis of the best forecast and judgment currently available.
The profit plan of RPH employed as the premise for calculation under the DCF Method by DELOITTE TOHMATSU
includes fiscal years in which profits are expected to significantly increase. Such increase in profits will owe to an increasein sales resulting from the mitigation of the impact of market recovery from COVID-19-ralated deterioration andimprovement in the profit ratio through the promotion of operational efficiency. That business plan is not based on thepremise that the Share Exchange will be carried out.

PLUTUS carried out the calculation with respect to the Company, employing the market price method

given the fact that there is a market price for shares in the Company since it is listed on a financial
instruments exchange. PLUTUS carried out the calculation with respect to RPH, employing the DCF
Method in the aim of reflecting the future status of business activities in evaluation, and employing theadjusted book value net asset method given the fact that RPH holds important real properties due tothe nature of its business.
The price ranges of RPH ordinary shares evaluated by the respective evaluation methods assuming thatthe value per ordinary share in the Company is 1 are as set forth below.
Calculation method

Result of calculation of share exchange

Company

RPH

ratio

Market price method

DCF Method

From 0.023 to 0.032

Adjusted book value net

From 0.029 to 0.030

asset method(Note 2)
Under the market price method, the closing price on the record date and the simple average closing prices for one-month,three-month and six-month periods up to and including the record date, all on the Tokyo Stock Exchange, are employedwith the record date set as May 25, 2021.
In the calculation of the above share exchange ratio, PLUTUS used information provided by RPH, publicly disclosed
information, etc. and assumed that all such materials, information, etc. were correct and complete and it has notindependently verified the correctness or completeness of such materials, information, etc. Likewise, PLUTUS has notindependently carried out evaluation, appraisal or assessment with respect to assets or liabilities (including financial
derivatives, off-balance-sheet assets and liabilities and other contingent liabilities) of the Company or RPH or theirrespective associated companies, including analysis or evaluation of their respective assets and liabilities, nor asked any
third-party agency to carry out such appraisal or evaluation. The share exchange ratio calculated by PLUTUS reflects
information and economic conditions up to May 25, 2021 and is based on the premise that RPH’s financial forecast(including profit plan and other information) has been reasonably considered or prepared on the basis of the best forecast
and judgment currently available.
The profit plan of RPH employed as the premise for calculation under the DCF Method by PLUTUS includes fiscal
years in which profits are expected to significantly increase. Such increase in profits will owe to an increase in sales
resulting from the mitigation of impact of COVID-19-related deterioration and improvement in the profit ratio throughthe promotion of operational efficiency. That business plan is not based on the premise that the Share Exchange will be
carried out.

The Company and RPH have had mutual negotiations and discussions, conducting a careful study
based on the results of the calculation of the share exchange ratio submitted by their respective thirdparty calculation agencies and comprehensively taking into account relevant factors such as the financial
conditions, asset conditions and future outlook of the Company and RPH. As a result, the Company

and RPH reached the judgment that the Share Exchange Ratio was appropriate and would not damage
the interests of their respective shareholders and, consequently, decided to carry out the Share
Exchange, applying the Share Exchange Ratio.
If a material change arises in the financial or business conditions of the Company or RPH or if any
event that significantly hinders the implementation of the Share Exchange arises or comes to light by
the effective date of the Share Exchange, the Company and RPH may change the Share Exchange Ratio
upon agreement through mutual consultation.
4. Outline of Parties to the Share Exchange (As of March 31, 2021)(1) Name

Wholly owning parent company

Wholly owned subsidiary resulting

resulting from a share exchange

from a share exchange

MITSUBISHI ESTATE CO.,ROYAL PARK HOTEL CO., LTD.

LTD.
(2) Location

1-1, Otemachi 1-chome, Chiyoda-

1-1,

Nihonbashi

Kakigaracho

ku, Tokyochome, Chuo-ku, Tokyo(3) Title and name of

Junichi Yoshida, Representative Yasuhisa Furukusa, President

representative

Corporate

Executive

2-

Officer,President and Chief Executive
Officer(4) Business Activities

Development,

leasingandManagement of the Royal Park Hotelmanagement of office buildings,
commercial facilities, etc.
Development

and

asset

management of income properties
Development and sale of housing
lots, industrial sites, etc.
Operation of leisure facilities, etc.
Purchase and sale and brokerage
of,

and

consulting

on,

real

properties(5) Capital
(6)

Date

142,279 million yen

6,000 million yenofMay 7, 1937

December 28, 1889of

1,391,328,316 shares

120,000,000 shares

End of March

End of Marchincorporation(7)

Numberoutstanding shares(8) Fiscal year-end

(9) Major shareholders THE MASTER TRUST BANKMITSUBISHI ESTATE CO., LTD.

and stockholding ratio

OF JAPAN, LTD. (Trust Account)

54.40%(%)

9.84%

33 other corporate shareholders

CUSTODY BANK OF JAPAN,
LTD. (Trust Account) 4.83%
MEIJI

YASUDA

LIFE

INSURANCE COMPANY 3.39%
GOVERNMENT OF NORWAY
3.27%
JP MORGAN CHASE BANK
380055

2.51%(10) Financial conditions and operating results in the immediately preceding fiscal year (millions of yen)
MITSUBISHI ESTATE(consolidated)

ROYAL PARK HOTEL

Net assets

2,061,447

4,257

Total assets

6,072,519

13,168

Net assets per share (yen)1,383.47

35.47

Revenue from Operations

1,207,594

3,063

224,394△2,841

Operating Income
IncomebeforeTaxes

and210,965

Special Items
Profit Attributable to Owners

135,655

of Parent

101.34

Earnings per share (yen)△2,510△3,005△25.04(Note)The Company resolved at the board of directors meeting held on April 8, 2021 on the
repurchase of its own shares, in which up to 22,000,000 shares will be repurchased for the
total price of up to 30,000,000,000 yen.
In addition, on May 21, 2021, the Company issued 150,390 shares with restriction on transfer.
5. Status after the Share Exchange
Wholly owning parent company resulting from a share exchange(1) Name

MITSUBISHI ESTATE CO., LTD.

(2) Location

1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo(3) Title and name of

Junichi Yoshida, Representative Corporate Executive Officer,

representative

President and Chief Executive Officer

(4) Business Activities

Development, leasing and management of office buildings, commercial
facilities, etc.
Development and asset management of income properties
Development and sale of housing lots, industrial sites, etc.
Operation of leisure facilities, etc.
Purchase and sale and brokerage of, and consulting on, real properties(5) Capital

142,414 million yen(6) Fiscal year-end

End of March(7) Net assets

Unconfirmed at present.

(8) Total assets

Unconfirmed at present.

6. Future Outlook
The Share Exchange will have only a minor impact on the consolidated results of the Company.
(Reference Information) Projected Consolidated Results for the Current Fiscal Year and Consolidated
Results for the Previous Fiscal Year
(Millions of yen)
Revenue
from
Operations

IncomeProfitOperating

before Taxes

Attributable

Incomeand Special

to Owners

Items

of Parent

Earnings per
share
(yen)

Projected
consolidated

results

for the current fiscal

1,326,000

245,000

220,000

142,000

106.701,207,594

224,394

210,965

135,655

101.34year
Consolidated results
for the previous fiscal
year
End of document