[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 124th 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 OFCONVOCATION124

OF THEth
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Time and Date: 10:00 a.m., Thursday, June 29, 2023 (JST)Royal Park Hotel, 3F, Royal Hall,
Place:
1-1, Nihonbashi-Kakigara-cho 2-chome,
Chuo-ku, Tokyo
Objectives of the Meeting:
Reports:
1. Reports on Business Report and Consolidated
Financial Statements, as well as Results of the Auditsof the Consolidated Financial Statements by the
Accounting Auditor and Audit Committee for Fiscal
2022 (From April 1, 2022, to March 31, 2023)
2. Reports on Non-consolidated Financial Statements for
Fiscal 2022 (From April 1, 2022, to March 31, 2023)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fourteen (14) Directors
Due date of exercising voting rights via the Internet, etc.
and by mailNo later than 5:45 p.m. on Wednesday, June 28, 2023

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

[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation of Japanese original text of the Noticeof Convocation of the 124th 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, 2023
Start date of measures for electronic provision: May 31, 2023
Dear Shareholders
Atsushi Nakajima
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 124th ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 124th Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd. (the “Company”) will beheld as follows.
When convening the meeting, the Company takes measures for providing information that constitutes
the content of REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS,
etc. (items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s Website. Please access the Company’s Website
below and select “Notice of Convocation of the 124th Ordinary General Meeting of Shareholders” toreview the information.
The Company’s Website:
https://www.mec.co.jp/ir/stock/shareholder/ (in Japanese)
In addition, the items subject to measures for providing information in electronic format are also posted on thewebsite of Tokyo Stock Exchange, Inc. (TSE) (Listed Company Search). To access this information, access theTSE website by using the Internet address shown below, enter the issue name (Mitsubishi Estate) or securities
code (8802), and click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. orby mail. Please read the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS provided below, and exercise your voting rights by 5:45 p.m., on Wednesday, June 28, 2023
(JST).
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on each of the websites above.

-1-

[Translation for Reference and Convenience Purposes Only]
10:00 a.m., Thursday, June 29, 2023 (JST)Royal Park Hotel, 3F, Royal Hall,
1-1, Nihonbashi-Kakigara-cho 2-chome, Chuo-ku, Tokyo
3. Objectives of the Meeting:
Reports:
1. Reports on Business Report and Consolidated Financial Statements, as well as
Results of the Audits of the Consolidated Financial Statements by the Accounting
Auditor and Audit Committee for Fiscal 2022 (From April 1, 2022, to March 31,2023)
2. Reports on Non-consolidated Financial Statements for Fiscal 2022 (From April 1,
2022, to March 31, 2023)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fourteen (14) Directors
4. Matters Decided upon Convocation(1) Among the items subject to measures for providing information in electronic format, in accordance with theprovisions of laws and regulations and Article 16, paragraph (2) of the Articles of Incorporation of theCompany, the following items are not provided in the paper-based documents delivered to shareholders who
have made a request for delivery of such documents but are posted on the Company’s Website and TSE
website. Accordingly, the documents that are delivered to shareholders who requested the delivery of paperbased documents are part of the documents included in the scope of audits by the Audit Committee and the
Accounting Auditor when they create their respective audit reports.
1) “Situation of Share Acquisition Rights, etc.,” “Situation of Accounting Auditor” and “Systems to Ensure
the Propriety of Business Operations and the Operational Status of that System”
2) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements”
3) “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements”(2) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for the Company proposal.
1. Time and Date:
2. Place:

Guidance to On-demand Video Streaming of the General Meeting of Shareholders
A part of this 124th Ordinary General Meeting of Shareholders will be posted on the Company’s Website
below at a later date.
https://www.mec.co.jp/ir/stock/shareholder/ (in Japanese)
Acceptance of Preliminary Questions via the Internet
The Company is accepting questions from shareholders related to the 124th Ordinary General Meeting of
Shareholders as described below. Among the questions received, the Company will answer questions that are
deemed to be of particular interest to shareholders on the day of the meeting. Please note that the Company will
not provide individual responses to questions that are not answered in the meeting.
Due date for submitting questions: No later than 5:45 p.m. on Thursday, June 22, 2023 (JST)Submit questions to: https://v.sokai.jp/8802/2023/mec/ (in Japanese)
How to log-in: Your log-in ID is your “eight-digit shareholder number” and your password is the“seven-digit postal code of the shareholder’s registered address.”* Please make sure to keep record of your shareholder number before mailing the Voting Rights Exercise
Form.
* The website for submitting preliminary questions will be unavailable during the hours of 1:00 a.m. to
5:00 a.m. (JST) every day due to maintenance and inspection.

-2-

[Translation for Reference and Convenience Purposes Only]
5. Matters regarding the Exercise of Voting Rights
There are three ways to exercise your voting rights as described below.
We recommend you to exercise your voting rights via the Internet, etc. or by mail prior to the meeting after
reading the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
provided below.
Recommended[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page four (4) of this notice, and access our Internet voting website
through a computer or smartphone and enter your approval or disapproval of the proposals.
Exercise Due Date: No later than 5:45 p.m. on Wednesday, June 28, 2023 (JST)[By Submitting Voting Rights Exercise Form by Mail]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form,and post it to us without postage stamp at your earliest convenience.
Exercise Due Date: To be received no later than 5:45 p.m. on Wednesday, June 28, 2023 (JST)[By Attending the General Meeting of Shareholders]
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Time and Date: 10:00 a.m., Thursday, June 29, 2023 (JST)(1) If you attend the meeting in person, please note that any prior exercise of your voting rights will be deemed
to be canceled.
(2) If any shareholder has exercised his/her voting rights both 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.

-3-

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

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

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

Log-in ID/Temporary Password Entry Method
Web site for the Exercise of Voting Rights: https://evote.tr.mufg.jp/ (in Japanese)
1. Access the Web site for the Exercise of Voting Rights, and click the “Next” button.
2. Enter the “Log-in ID/ Temporary Password,” which are printed on the enclosed Voting Rights Exercise
Form, and click the “Log-in” button.
This completes the log-in.
3. Please follow the instructions on the screen and indicate your approval or disapproval.

* The Web site for the Exercise of Voting Rights will be unavailable during the hours of 2:00 a.m. to 5:00 a.m.
(JST) every day due to maintenance and inspection.
* If you have exercised your voting rights both by mailing the Voting Rights Exercise Form and via theInternet, 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. (JST)<<To Our Institutional Investors>>
You may use the “Electronic Proxy Voting Platform (for Institutional Investors)” operated by ICJ Inc., as amethod of exercising your voting rights for the Company’s General Meetings of Shareholders.

-4-[Translation for Reference and Convenience Purposes Only]
REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS(Contents of Proposals)
Proposals and References
Proposal No. 1: Appropriation of Surplus
We hereby propose to appropriate the surplus as described below.
Fiscal Year-End Dividends
The Company maintains a basic policy for profit distribution of returning appropriate profits based on thecomprehensive consideration of performance level, business environment of real estate markets, etc. and otherfactors, while taking into account the financial requirements for the Marunouchi Redevelopment Project andother future business developments. From such a viewpoint, we hereby propose to distribute a fiscal year-end
dividend as indicated below for the fiscal year ended March 31, 2023.
(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 ¥24,628,645,196
As we paid ¥19 per share as an interim dividend, the annual dividend would be ¥38 per share for the fiscal
year under review, an increase of ¥2 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 30, 2023
(Reference: Purchase of treasury stock)
In order to improve capital efficiency and enhance shareholder returns as part of the capital policy in the longterm management plan, at the Board of Directors meeting held on November 10, 2022, a resolution was
passed to purchase shares of treasury stock at a total cost of no more than ¥100.0 billion or acquire up to
70,000,000 shares through the market purchase of the Company’s common stock available on the Tokyo Stock
Exchange during the period from November 11, 2022 to November 10, 2023.

-5-

[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of Fourteen (14) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this Meeting of Shareholders. The
Company proposes to reduce the number of Directors who concurrently serve as Corporate Executive Officers
by one (1), and elect fourteen (14) Directors as nominated by the Nominating Committee.
The candidates for Director are as follows:
CandidateNo.

Committee (Note)

Name

1

Junichi Yoshida

2

Atsushi Nakajima

3

Bunroku Naganuma

4

Current Positions in the Company(After Conclusion ofThis Meeting)
Reappointment–

Chairman of the Board

Reappointment–

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

New–

Representative Corporate Executive
Officer, Executive Vice President

Naoki Umeda

Reappointment–

Director, Senior Executive Officer

5

Mikihito Hirai

New–

Executive Officer

6

Noboru Nishigai

Reappointment

Member of the
Audit Committee

Director

7

Hiroshi Katayama

Member of the
Audit Committee

Director

Member of theNominating
Committee(Chairman)

Director

Non-executive

Non-executive
Reappointment
Non-executive

Reappointment

8

Tsuyoshi Okamoto

OutsideMember of theRemuneration
Committee

Independent

Reappointment

9

Tetsuo Narukawa

Member of the
Audit Committee(Chairman)

OutsideIndependent

Member of theNominating
Committee

Reappointment

10

Masaaki Shirakawa

OutsideMember of theRemuneration
Committee(Chairman)

Independent

Reappointment

11

Shin Nagase

Director

OutsideDirector

Member of the
Audit Committee

Director

Member of the
Audit Committee–

Independent
New

12

Wataru Sueyoshi

OutsideIndependent-6-

[Translation for Reference and Convenience Purposes Only]
CandidateNo.

Committee (Note)

Name

Member of theNominating
Committee

New

13

Ayako Sonoda

OutsideMember of theRemuneration
Committee

Independent

Member of theNominating
Committee

Reappointment

14

Melanie Brock

OutsideMember of theRemuneration
Committee

Independent

Note:

Current Positions in the Company(After Conclusion ofThis Meeting)–Director

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

-7-

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

GenderLong-term
vision on
Urban
Development(the industry
insight)

Corporate
management
experience

Junichi Yoshida

Male

●

●

Atsushi Nakajima

Male

●

●

Bunroku Naganuma

Male

●

Naoki Umeda

Male

●

Mikihito Hirai

Male

●

Noboru Nishigai

Male

●

Hiroshi Katayama

Male

●

Tsuyoshi Okamoto

Male

Tetsuo Narukawa

Male

Masaaki Shirakawa

MaleShin Nagase

Male

Wataru Sueyoshi

Male

●

●

●

Ayako Sonoda

Female●●●Melanie Brock

Female●Name

Inside Directors
Outside Directors*●

Organizational
International
strategy/knowledge orBusiness
Internationality
strategy

Treasury,
accounting
and finance

●
●
●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

ESG/
Sustainability●●●

Compliance/
Riskmanagement

●

●

●

●

●
●

●
●

●

To clarify the skill balance of the Board of Directors, from the skills possessed by each Director candidate, we have narrowed
down relatively superior skills here, and all skills (knowledge, experience, capabilities) are not listed.

-8-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

1

Junichi Yoshida

Reappointment
Non-executive(May 26, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1982
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer and General Manager, Commercial Asset
Company held:
Management Dept., Mitsubishi Estate Co., Ltd.
108,437 shares
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Company’s Director (at theconclusion of this General
Apr. 2017
Director, Representative Corporate Executive Officer, President
Meeting of Shareholders):
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
7 years
Apr. 2023
Chairman of the Board, Mitsubishi Estate Co., Ltd. (Current
position)(Significant Positions Concurrently Held)
President, The Real Estate Companies Association of Japan (General Incorporated
Association)
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of theCompany’s management as President and Chief Executive Officer from April 2017 to March 2023.
Additionally, since April 2023 he has served as Chairman of the Board. The Company has nominated him as a
candidate for Director because he is expected to contribute to enhancing the corporate value of the Group on a
medium- to long-term basis, leveraging management experiences in the Company and extensive knowledge andexperience related to the business of the Group.

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

Candidate No.

2

Atsushi Nakajima

Reappointment(August 9, 1963)

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

Number of the shares of theCompany held:
41,304 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
1 yearRepresentative Corporate Executive Officer, Executive Vice
President, Mitsubishi Estate Co., Ltd.
Jun. 2022
Director, Representative Corporate Executive Officer, Executive
Vice President, Mitsubishi Estate Co., Ltd.
Apr. 2023
Director, Representative Corporate Executive Officer, President
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as President & CEO of a Group company and General Manager and Officer of the Company,
Atsushi Nakajima has been in charge of the Company’s management as President and Chief Executive Officer
from April 2023. The Company has nominated him as a candidate for Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis, leveraging
management experiences in the Company and extensive knowledge and experience related to the business of theGroup.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

Bunroku Naganuma

New(September 8, 1962)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1986
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2016
Executive Officer and General Manager, Corporate Planning Dept.,
Company held:
Mitsubishi Estate Co., Ltd.
40,417 shares
Apr. 2017
Group Executive Officer, Mitsubishi Estate Co., Ltd. andRepresentative Director, Executive Vice President, Mitsubishi Jisho Term of office served as theCompany’s Director (at the
Sekkei Inc.
conclusion of this General
Meeting of Shareholders):
Apr. 2019
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
–
Jun. 2019
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2021
Retired from the position of Director, Mitsubishi Estate Co., Ltd.
Apr. 2023
Representative Corporate Executive Officer,
Executive Vice President, Mitsubishi Estate Co., Ltd. (Current
position)(Assignments in the Company)
Responsible for Corporate Planning Dept. and
Sustainability Management and Promotion Dept.
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group and the Corporate Group of theCompany, CEO & President of a Group company and Officer responsible for the Corporate Group anddepartments of the Residential Business Group of the Company, Bunroku Naganuma is currently engaged inprimarily corporate planning as the Representative Corporate Executive Officer and Executive Vice President.
The Company has nominated him as a candidate for Director because he is expected to contribute to enhancing
the corporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.
*

Bunroku Naganuma had served as Director of the Company for two (2) years from June 2019 to June 2021.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Naoki Umeda

Reappointment(November 5, 1965)

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

Number of the shares of theCompany held:
24,710 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
1 year(Assignments in the Company)
Responsible for Finance & Accounting Dept. and Corporate Communications Dept.
Reasons for Nomination as Candidate for Director
Having served as President & CEO of Group companies, Naoki Umeda is currently responsible for finance &accounting as well as corporate communications as Senior Executive Officer. The Company has nominated him
as a candidate for Director because he is expected to contribute to enhancing the corporate value of the Groupon a medium- to long-term basis, leveraging his extensive knowledge and experience related to the business of
the Group.

- 12 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

5

Mikihito Hirai

New(January 7, 1969)

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

Number of the shares of theCompany held:
8,319 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):–(Assignments in the Company)
Responsible for Human Resources Dept., General Affairs Dept., Legal &Compliance Dept., Compliance, Risk Management, and Disaster Prevention
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Commercial Property Business Group and the Corporate Group of theCompany, Mikihito Hirai is currently responsible for human resources, general affairs, compliance, risk
management and others as Executive Officer. The Company has nominated him as a candidate for Director
because he is expected to contribute to enhancing the corporate value of the Group on a medium- to long-termbasis, leveraging his extensive knowledge and experience related to the business of the Group.
*

Mikihito Hirai will retire from the position of Executive Officer on the day of the 124th Ordinary General Meeting of
Shareholders, and take office as Corporate Executive Officer on the same day.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

6

Reappointment

Noboru Nishigai

Non-executive(July 29, 1960)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1983
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2013
Executive Officer, Mitsubishi Estate Co., Ltd. and President,
Company held:
Mitsubishi Estate Home Co., Ltd.
29,801 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.
2 years
Apr. 2019
Director, Representative Corporate Executive Officer, Executive
Vice President, Mitsubishi Estate Co., Ltd.
Jun. 2019
Retired from the position of Director, Mitsubishi Estate Co., Ltd.
Apr. 2021
Executive Vice President, Mitsubishi Estate Co., Ltd.
Jun. 2021
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Corporate Group of the Company, President of a Group company and
Officer responsible for the Corporate Group and departments of the Residential Business Group of theCompany, Noboru Nishigai is currently engaged in the audit of the execution of duties by Corporate Executive
Officers and Directors as a full-time member of the Audit Committee. The Company has nominated him as a
candidate for Director because he is expected to contribute to enhancing the corporate value of the Group on a
medium- to long-term basis, leveraging his management experiences in the Company and extensive knowledge
and experience related to the business of the Group.
*

Noboru Nishigai had served as Director of the Company for two (2) years from June 2017 to June 2019, and his term of officeas Director will be four (4) years in total as of the conclusion of this 124th Ordinary General Meeting of Shareholders.

- 14 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

Hiroshi Katayama(March 2, 1959)

Reappointment
Non-executive
Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer, Mitsubishi Estate Co., Ltd. and President &Company held:
CEO, Japan Real Estate Asset Management Co., Ltd.
38,370 shares
Apr. 2016
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Company’s Director (at theconclusion of this General
Apr. 2021
Director, Representative Corporate Executive Officer, Executive
Meeting of Shareholders):
Vice President, Mitsubishi Estate Co., Ltd.
7 years
Apr. 2022
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group of the Company, CEO & President of
a Group company and Officer responsible for the Corporate Group of the Company, Hiroshi Katayama iscurrently engaged in the audit of the execution of duties by Corporate Executive Officers and Directors as a fulltime member of the Audit Committee. The Company has nominated him as a candidate for Director because heis expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis,leveraging his management experiences in the Company and extensive knowledge and experience related to thebusiness of the Group.

- 15 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

8

Tsuyoshi Okamoto(September 23, 1947)

OutsideIndependent
Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1970
Joined Tokyo Gas Co., Ltd.
Apr. 2010
Representative Director, President, Tokyo Gas Co., Ltd.
Apr. 2014
Director, Chairman of the Board, Tokyo Gas Co., Ltd.
Apr. 2018
Director, Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Jul. 2018
Senior Corporate Advisor, Tokyo Gas Co., Ltd. (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:
2,100 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
4 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2022):
Board of Directors: 9/9
Nominating Committee: 6/6
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.
Supplementary Explanation Relating to Independence
Tsuyoshi Okamoto meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
***

Tsuyoshi Okamoto is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Tsuyoshi Okamoto, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If he is appointed, the Company intends to continue his appointment as Independent Director.
Japan Post Holdings Co., Ltd., at which Tsuyoshi Okamoto serves as Outside Director, received an administrative dispositionin accordance with the Act on Japan Post Holdings Co., Ltd. and the same in accordance with the Insurance Business Act inDecember 2019 concerning numerous cases of improper solicitation actions regarding insurance products of JAPAN POST
INSURANCE Co., Ltd. carried out by JAPAN POST INSURANCE Co., Ltd. and Japan Post Co., Ltd., subsidiaries of Japan
Post Holdings Co., Ltd. Although Tsuyoshi Okamoto had not been aware of the fact until such case came to light, he has
constantly called attention to the importance of group governance in such occasions as the Board of Directors meetings. Afterthe discovery of such case, he has fulfilled the duties by, for example, investigating the factual information, advising on theimplementation of measures to prevent recurrence, etc., when and as necessary.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

9

Reappointment

Tetsuo Narukawa

OutsideIndependent(April 15, 1949)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1974
Joined The Industrial Bank of Japan, Ltd.
Number of the shares of theDec. 1997
Chairman of the Board of Managing Directors, Industriebank vonCompany held:
Japan (Deutschland) Aktiengesellschaft, IBJ (Germany)
2,600 shares
Apr. 2004
Executive Managing Director, Mizuho Bank, Ltd.
Term of office served as theApr. 2006
Senior Managing Executive Officer and COO of Corporate
Company’s Outside Director
Planning & Management Division, Kowa Real Estate Co., Ltd.
(at the conclusion of this
General Meeting ofApr. 2010
President, Kowa Real Estate Co., Ltd.
Shareholders):
Oct. 2012
President & CEO, Nippon Steel Kowa Real Estate Co., Ltd.
5 years
Jun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
Jun. 2016
Executive Advisor, Nippon Steel Kowa Real Estate Co., Ltd.
2022):
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.
Supplementary Explanation Relating to Independence
Tetsuo Narukawa meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
Tetsuo Narukawa had worked for the Industrial Bank of Japan, Ltd. (currently Mizuho Bank, Ltd.) in the past,and the Company has borrowings from Mizuho Bank, Ltd. However, based on the fact that at the time he wasappointed as Outside Director of the Company in June 2018, it had been approximately 12 years since heresigned from Mizuho Bank, Ltd., and, presently, it has been approximately 17 years since he resigned from thesaid bank, the Company believes that Mr. Narukawa does not have a relationship of interest with the said bank.
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, Mr. Narukawa sufficiently satisfies the requirements
of independence even when assessing his status from the perspective of the “cooling-off period.”
In addition, the Company raises funds from more than 60 financial institutions, not limited to the said bank, andthe amount of borrowings from the said bank accounts for 4.59% of the Company’s total borrowings fromfinancial institutions on a consolidated basis.
Furthermore, the Company is a Company with Nominating Committee, etc., and the capital policy such as
financial soundness and financing policy based on the annual plan, etc. is a matter to be resolved by the Boardof Directors, but the authority to decide the individual financial institution and the amount to be raised isdelegated, and non-executive independent outside directors are not involved.
On that basis, the Company believes that Tetsuo Narukawa meets the Standards for the Independence of Outside
Directors, which have been established by the Company, and that his independence has been adequately
ensured.
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[Translation for Reference and Convenience Purposes Only]**

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

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

10

Masaaki Shirakawa(September 27, 1949)

OutsideIndependent
Nominating
Remuneration

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

Number of the shares of theCompany held:– shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
7 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2022):
Board of Directors: 9/9
Nominating Committee: 6/6
Remuneration Committee: 6/6(Significant Positions Concurrently Held)Distinguished Guest Professor, 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.
Supplementary Explanation Relating to Independence
Masaaki Shirakawa meets the “Standards for the Independence of Outside Directors,” which have been
established by the Company.
**

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

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

11Shin 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:
500 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
7 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2022):
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.
Supplementary Explanation Relating to Independence
Shin Nagase meets the “Standards for the Independence of Outside Directors,” which have been established by
the Company.
**

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

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[Translation for Reference and Convenience Purposes Only]
New

Candidate No.

12

Wataru Sueyoshi

OutsideIndependent(October 11, 1956)

Audit

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

Number of the shares of theCompany held:–
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):–
Attendance to the meetings ofthe Board of Directors (Fiscal
2022):–

Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Wataru Sueyoshi as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
knowledge on corporate legal affairs, risk management and governance, etc. gained through his experience as an
attorney. Although he does not have experience of being involved in corporate management other than as an
outside officer, the Company determined that he will be able to carry out the duties of an Outside Director
appropriately for the aforementioned reason.
Supplementary Explanation Relating to Independence
Wataru Sueyoshi meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
**

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

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[Translation for Reference and Convenience Purposes Only]
New

Candidate No.

13

Outside

Ayako Sonoda

Independent(August 28, 1963)

Nominating
Remuneration

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

Number of the shares of theCompany held:–
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):–
Attendance to the meetings of(Significant Positions Concurrently Held)the Board of Directors (Fiscal
2022):
Representative Director, Cre-en Inc.
–
Director, BIPROGY Inc.
Director, Lotte Co., Ltd.
Representative Director, Mirai RITA Foundation (Public Interest Incorporated
Foundation)
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Ayako Sonoda as a candidate for Outside Director because she is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof highly effective supervision and check functions regarding the Company’s management based on her
objective viewpoint independent from management executives in charge of business affairs by leveraging her
extensive knowledge regarding ESG, SDGs, and CSR, etc., cultivated through consulting activities related tosustainable management.
Supplementary Explanation Relating to Independence
Ayako Sonoda meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
**

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

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[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

14

OutsideMelanie Brock

Independent(April 10, 1964)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Mar. 2003
Founded AGENDA (currently Melanie Brock Advisory Ltd.), CEO Number of the shares of the(Current position)
Company held:
400 sharesMar. 2010
Board Member, Australia-Japan Foundation
Apr. 2010
Board Member, Australia Japan Business Co-operation Committee
Term of office served as the(Current position)
Company’s Outside Director(at the conclusion of thisChair, Australian and New Zealand Chamber of Commerce inGeneral Meeting ofJapan
Shareholders):
Oct. 2010
Regional Manager - Japan, Meat & Livestock Australia
1 year
Dec. 2012
Chair, Australian Business Asia
Attendance to the meetings ofNov. 2016
Chair Emeritus, Australian and New Zealand Chamber ofthe Board of Directors (Fiscal
Commerce in Japan (Current position)2022):
Boardof
Directors: 7/7
Jul. 2018
Ambassador, Business Sydney, NSW, Australia (Current position)
Nominating Committee: 6/6
Jul. 2019
Board Member, Australia-Japan Research Centre (Current position)
Remuneration Committee:
4/4Oct. 2019
Global Ambassador, Advance, an initiative supported by AustralianGovernment funding (Current position)
Jun. 2022
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee(Significant Positions Concurrently Held)
CEO, Melanie Brock Advisory Ltd.
Director of the Board, SEGA SAMMY HOLDINGS INC.
Director, Kawasaki Heavy Industries, Ltd. (scheduled to assume the position in Jun.
2023)
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Melanie Brock as a candidate for Outside Director because she is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof highly effective supervision and check functions regarding the Company’s management from a global
perspective and based on her objective viewpoint independent from management executives in charge ofbusiness affairs by leveraging her extensive knowledge regarding marketing, business strategy, and diversity
promotion activities, etc., cultivated through international consulting activities.
Supplementary Explanation Relating to Independence
Melanie Brock meets the “Standards for the Independence of Outside Directors,” which have been establishedby the Company.
***

As Melanie Brock took office as Director on June 29, 2022, the number of meetings counted as the scope of attendance for the
Board of Directors meetings, etc., is different from that of the other Directors.
Melanie Brock is a candidate for Outside Director as stipulated in Article 2, paragraph (3), item (vii), of the Regulation for
Enforcement of the Companies Act.
The Company has designated Melanie Brock, who currently serves as Outside Director of the Company, as Independent
Director and notified such designation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc. If she is appointed, the Company intends to continue her appointment as Independent Director.

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[Translation for Reference and Convenience Purposes Only]
Notes:
1. There is no special interest between any of the candidates and the Company.
2. Outline of the liability limit agreements entered into with Candidates for Outside Directors is as follows:
1) The Company has entered into agreements, in accordance with Article 427, paragraph (1) of theCompanies Act, with the five (5) Outside Directors currently in office (Tsuyoshi Okamoto, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase and Melanie Brock) to limit their liabilities to compensate
damages under Article 423, paragraph (1) of the Companies Act. The limitation on liability of each
Outside Director to compensate damages under such agreements is set out to be either ¥10 million or therespective amounts set forth in the relevant laws and regulations, whichever is higher. If the appointmentof these five (5) candidates is approved, the Company intends to continue the above liability limit
agreements.
2) If the appointment of the candidates, Wataru Sueyoshi and Ayako Sonoda, is approved, the Company willenter into agreements, in accordance with Article 427, paragraph (1) of the Companies Act, with Wataru
Sueyoshi and Ayako Sonoda to limit their liabilities to compensate damages under Article 423, paragraph(1) of the Companies Act. The limitation on liability of the Outside Director to compensate damages
under such agreement will be either ¥10 million or the respective amounts set forth in the relevant laws
and regulations, whichever is higher.
3. An outline of the directors and officers liability insurance policy is as follows:
The Company has entered into a directors and officers liability insurance policy with an insurance company,as provided for in Article 430-3, paragraph (1) of the Companies Act, covering Directors, Corporate
Executive Officers, Executive Officers and Group Executive Officers, as well as Directors and Executive
Officers, etc. of domestic subsidiaries, and executives and employees of the Company who are dispatched tocompanies other than the Company’s subsidiaries and hold a position of Director or Corporate Executive
Officer at such companies under the Companies Act. The insurance premiums for the insurance policy are
fully borne by the Company.
The insurance policy covers damages and litigation costs that may arise from liability borne by the insured in
the course of execution of their duties or claims pertaining to the pursuit of such liability. (However, as ameasure to prevent the appropriateness of execution of their duties as Officer, etc. from being impaired,damages, etc. arising from criminal acts or intentional violation of laws and regulations are not covered by
the insurance policy.)
If the appointment of each candidate in this proposal is approved and adopted, they will be included as theinsured. The Company intends to renew such insurance policy with the same details during their terms ofoffice.

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[Translation for Reference and Convenience Purposes Only](For Reference: Appointment Standards for Candidates for Directors and Standards for the
Independence of Outside Directors)[Appointment Standards for Candidates for Directors]
1. Purpose
These Standards shall establish standards for the nomination of candidates for Directors by the Nomination
Committee.
2. Candidates for Directors
The candidates for Directors shall fulfill the duty of care of a prudent manager toward the Company,
understand the Group’s basic mission of contributing to the creation of a truly meaningful society bybuilding attractive, environmentally sound communities where people can live, work and relax with
contentment, and have the skills necessary to implement the management strategies, while possessing thequalities and capabilities to contribute to enhancing the Company’s medium- to long-term, sustainablecorporate value, in view of its business characteristics such as supporting urban development in the
Marunouchi area.
(1) Candidates for Inside Directors
For Directors from within the Company, in addition to displaying the above-mentioned qualities andcapabilities of being especially outstanding in integrity, leadership, foresight, etc., candidates to be
nominated shall be officers responsible for the Company’s business group or officers responsible forcorporate staff who have extensive knowledge and experience related to the Group’s business, who can
perform oversight roles with a company-wide perspective, and who are highly trained, or, alternatively,
personnel with this experience or personnel with translatable experience.
(2) Candidates for Outside Directors
For Outside Directors, in addition to the above-mentioned qualities and capabilities, candidates shall be
nominated for their operational and management experience, their application of their experience andknowledge in specialized fields such as global business and risk management, for having the personality
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 operating revenue 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, 2022, through March 31, 2023)
I. Current Situation of the Mitsubishi Estate Group
1. Progress and Results of Operations
In a broad range of business fields including its commercial property business, which encompasses all
aspects of operations related to the development and management of property (excluding residential
housing) domestically, the residential business centered on the sale of condominiums and single-unit
houses, the international business, the investment management business, and the architectural design &engineering and real estate services business, the Mitsubishi Estate Group (the “Group”) has strived forthe businesses while monitoring changes in the business environment surrounding these markets andour businesses.
Operating revenue for the fiscal year ended March 31, 2023 increased by ¥28,337 million from theprevious fiscal year to ¥1,377,827 million mainly due to increases in revenue and profit from the salesof properties in the international business, increases in profit from the sales of properties in theresidential business, increases in revenue and profit from new building leasing, and increases in revenue
and profit from leasing in the retail facility and hotel businesses due to relaxation of various restrictions.
Operating profit increased by ¥17,724 million from the previous fiscal year to ¥296,702 million andordinary profit increased by ¥18,108 million from the previous fiscal year to ¥271,819 million.
As to extraordinary income and losses, extraordinary income of ¥12,224 million was recorded mainly
due to gain on sale of non-current assets, whereas extraordinary losses of ¥31,141 million was posted
mainly due to loss related to retirement of non-current assets.
As a consequence, profit attributable to owners of parent amounted to ¥165,343 million, an increaseof ¥10,171 million from the previous fiscal year.
Status of Operating Revenue
Commercial Property BusinessResidential Business
International Business
Investment Management
Business
Architectural Design &Engineering Business and Real
Estate Services Business
Other
Eliminations
Total

Operating revenue(Millions of yen)
777,424
346,419
176,130

Composition ratio
(%)
55.2
24.6
12.5

35,878

2.6

60,774

4.3

11,801(30,602)
1,377,827

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

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[Translation for Reference and Convenience Purposes Only]
Commercial Property Business
Operating Revenue:
Total ¥777,424 million (Up 2.2% 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 after 2020 as
the Marunouchi NEXT Stage, focusing on the improvements in the Yurakucho and Tokiwabashi areas.
We will also promote various measures based on the following five strategies for urban development toaccelerate the Marunouchi NEXT Stage, based on the Marunouchi Re-design: “providing diverse
places,” “diverse themes and communities,” “connecting and transmitting information from various
aspects,” “triggering creative activities,” and “realizing a digital vision and smart city.” We will promotea variety of measures to create a city where people and businesses can gain more diverse stimulation,interact with each other, and create new value than ever before.
As for the Tokiwabashi area, we are promoting “TOKYO TORCH (Tokyo Tokiwabashi Project)” under
the project vision of “brighten the future and rise energy of Japan.”The 212-meter-high “Tokiwabashi Tower (Building A)” and “TOKYO TORCH Park,” which werecompleted in 2021, have acquired SITES® (The Sustainable SITES Initiative) Gold Certification, an
environmental certification that evaluates primarily the sustainability of landscapes, becoming the firsturban mixed-use development project to receive such a certification in Japan. This project has now
acquired five environmental certifications including SITES® Gold Certification, and we will makefurther efforts ahead of the full opening in 2027.
Also, it has been decided that Dorchester Collection, a world-class ultra-luxury hotel brand, will open
its first hotel in Asia in “Torch Tower (Tower B),” which is scheduled to be completed in 2027.
In the Yurakucho area, we have decided to launch a plan to jointly rebuild the “Kokusai Building” andthe “Teigeki Building,” following the plan to rebuild the “Yurakucho Building” and the “ShinYurakucho Building” which is the first phase of Yurakucho reconstruction, aiming to realize “ashowcase for urban renewal based on culture, art, and MICE.”
Moreover, the “Uchikanda 1-chome Project (tentative name),” for which construction started in July
2022, aims to improve circulation in the Kanda and Otemachi areas by constructing a 1,000m2 plaza,eliminating power poles in the Uchikanda area and bridging a humanitarian bridge to the Nihonbashi
River, and thereby extending the function of “Naka-dori Avenue” running north-south through the
Otemachi, Marunouchi, and Yurakucho areas to the Kanda area.
For existing buildings, we have increased the variations of offices by updating the features of both
hardware and software through renovation instead of reconstruction, thereby addressing the needs ofdiverse tenants. Also, to respond to the social demand for the utilization of existing stock, we carried out
large-scale renovation of the “Otemachi Building,” which was completed in 1958, to add new colors to
the urban landscape currently being redeveloped. In addition, we are carrying out phased renewal of the“Shin-Marunouchi Building,” which marked its 15th anniversary, and the “Marunouchi Building,”
which marked its 20th anniversary, under the concept of “Your Palette - Choose who you want to be, fora brighter tomorrow -.”Progress of Development and Operation BusinessWe have completed the construction of 11 “CIRCLES” properties, which we started supplying in 2019as compact offices with a high level of design and comfort for growing companies that have outgrownshared offices and other small offices. We also completed the construction of “3rd MINAMIAOYAMA” (Minato-ku, Tokyo) in February 2023, which we had been developing under the theme of“Minami Aoyama New Junction” with an aim to create a new junction where diverse and unique people,
cities, and cultures meet.
Construction began on the “Toyosu 4-2 Block Development Project (tentative name)” (Koto-ku, Tokyo)
in July 2022, which aims to enhance the value of the area as a new hub for interaction and trendsetting
by introducing incubation facilities and shared company dormitories, in addition to offices and stores.
Construction also began on the 211-meter-high “Nishiki 3-Chome 25th Block Project (tentative name)”(Nagoya-shi) in July 2022, which aims to strengthen the urban functions of the Sakae area through anenvironmentally friendly building plan that integrates four types of facilities, i.e., a hotel, offices, a- 27 -

[Translation for Reference and Convenience Purposes Only]
cinema complex, and a commercial facility, and by enhancing disaster readiness, under the concept of a“value creation hub for cultures and interactions of Japan and overseas, as a new landmark of Nagoya.”
The project name of the “Umekita Second Zone Development Project (tentative name)” has been
decided as “GRAND GREEN OSAKA.” This project for which the company serves as therepresentative company aims to develop a city which serves as an “integration base of ‘Green’ and‘Innovation’.” The pre-opening of the city is scheduled in 2024.
As for logistics facilities, construction of “Logicross Osaka Katano” (Katano-shi, Osaka) with freezing
and refrigeration functions was completed in November 2022, and construction began on “LogicrossZama” (Zama-shi, Kanagawa), which has the largest total floor area as a multi-tenant logistics facility of
the “Logicross” brand, in April 2022, and “Logicross Sagamihara” (Sagamihara-shi) in June 2022.
In the hotel development business, the Company opened “Sotetsu Fresa Inn Sendai” (Sendai-shi), which
the Company had been developing in Sendai-shi, Miyagi as its first lodging-only hotel in the Tohoku
region, in July 2022. In the hotel management business, Royal Park Hotels and Resorts Company,
Limited continued to develop the “Royal Park Hotels” brand by opening “The Royal Park Hotel Iconic
Kyoto” (Kyoto-shi), which is the brand’s flagship in Kyoto, in April 2022 and “The Royal Park Canvas
Ginza Corridor” (Chuo-ku, Tokyo) in November 2022.
Regarding Group companies, in addition to the building rental revenue of Mitsubishi Estate Simon Co.,
Ltd., which opened the “FUKAYA-HANAZONO PREMIUM OUTLETS” (Fukaya-shi, Saitama) in
October 2022, the building rental revenue of Tokyo Ryutsu Center Inc., the building rental revenue ofSunshine City Corporation and revenue from the building operation, management and consignment, etc.
of Mitsubishi Jisho Property Management Co., Ltd. contributed to segment revenue.

- 28 -

[Translation for Reference and Convenience Purposes Only]
Residential Business
Operating Revenue:
Total ¥346,419 million (Down 9.0% year on year)
Scope of Main Businesses: Development, sale, leasing, management, brokerage and renovation of
condominiums and single-unit houses, etc.
Consignment in sales of real estate
Development of new towns
Operation of leisure facilities
Design and contract construction of custom-built houses
Mitsubishi Estate Residence Co., Ltd. recorded revenue from sales of condominium complexes such as
the Parkhouse Takanawa Matsugaoka (Minato-ku, Tokyo), the Parkhouse Jiyugaoka Diana Garden(Meguro-ku, Tokyo), the Parkhouse Fuchu (Fuchu-shi, Tokyo), and the Parkhouse Nagoya (Nagoyashi). Segment revenue also included condominium management consignment revenue from Mitsubishi
Jisho Community Co., Ltd., revenue from the custom-built housing business at Mitsubishi Estate Home
Co., Ltd., and revenue from sales brokerage of houses, etc. from Mitsubishi Jisho House Net Co., Ltd.
International Business
Operating Revenue:
Total ¥176,130 million (Up 45.2% year on year)
Scope of Main Businesses: Overseas real estate development, sales, leasing and management
In the United States, “Liv Crossroads,” rental housing in Arizona, and “Stateline 77 Buildings 1 and 2,”
logistics facilities in South Carolina, were completed. In Europe, construction of “The Lark (Nine Elms
Park),” rental housing, and refurbishment work at Warwick Court, an office building, were completed in
London, the United Kingdom. In Asia, “One City Centre,” a large-scale mixed-use development projectin Bangkok, Thailand, and the 263-meter-high “180 George Street,” the tallest office building in
Sydney, Australia, were completed. In Sydney, we have decided to carry out the “One Circular Quay”
project, which is a development project with mixed use of super-luxury residences and a hotel, which is
our first project with a major share in Australia.

- 29 -

[Translation for Reference and Convenience Purposes Only]
Investment Management Business
Operating Revenue:
Total ¥35,878 million (Down 23.1% 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.
Architectural Design & Engineering Business and Real Estate Services Business
Operating Revenue:
Total ¥60,774 million (Up 5.1% year on year)
Scope of Main Businesses: Design and project supervision of buildings, civil engineering and interiorInterior finishing services, etc.
Brokerage, management, rental/leasing and appraisal of real estate
Real estate–related general consulting
As for the architectural design & engineering business, operating revenue comprised sales from thearchitectural design & engineering operations and consulting businesses of Mitsubishi Jisho Design Inc.
in relation to office buildings, complex facilities, and renovations. In addition, MEC Design
International Corporation recorded revenue from interior design supervision and interior finishing
contracts for offices, hotels, commercial complexes, and other buildings.
In the real estate services business, we strove to strengthen our services, expand operational scale andreinforce earning capability, in the distribution business, lease business, parking business and appraisal
business at Mitsubishi Real Estate Services Co., Ltd. In addition, Mitsubishi Estate Parks Co., Ltd.
recorded revenue from the parking lot operation, management and consignment, etc. related to theparking business.
Note: As of April 1, 2022, Mitsubishi Jisho Sekkei Inc. has changed its trade name in English to
Mitsubishi Jisho Design Inc. The Japanese name of the company has not changed.

- 30 -

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

Business Segment

2022/3 Results
OperatingOperating Profit
Revenue(Millions of yen)2023/3 Results
OperatingOperating Profit
Revenue

Commercial Property Business

760,658

189,909

777,424

188,852

Residential Business

380,959

30,173

346,41935,037

International Business

121,234

55,816

176,130

89,400Investment Management Business

46,702

26,53735,8788,054

Architectural Design/Engineering &Real Estate Services

57,7802,802

60,774

4,176

Other

10,134(1,683)

11,801(2,121)Eliminations(27,979)(24,578)(30,602)(26,696)

1,349,489

278,977

1,377,827

296,702

Total- 31 -

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

Category

2020/3 Results(April 2019
through March
2020)

2021/3 Results(April 2020
through March
2021)

2022/3 Results(April 2021
through March
2022)(Millions of yen)2023/3 Results(April 2022
through March
2023)

Operating Revenue

1,302,196

1,207,594

1,349,489

1,377,827

Operating Profit

240,768

224,394

278,977

296,702

Ordinary Profit

219,572

210,965

253,710

271,819

Profit Attributable to
Owners of Parent

148,451

135,655

155,171

165,343

Earnings per Share (Yen)

108.64101.34116.45125.54

Total Assets

5,858,236

6,072,519

6,493,917

6,871,959

Net Assets

1,941,206

2,061,447

2,236,432

2,379,941

Net Assets per Share (Yen)

1,295.83

1,383.47

1,514.58

1,664.47

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

- 32 -

[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.
To realize a decarbonized society, with respect to the targets for reducing CO2 and other greenhouse gas
emissions established by the Company in March 2022 and the Company’s goal of net-zero emissions, webecame the first Japanese company to acquire SBT certification in accordance with the new standards
defined by SBTi (Science Based Targets initiative) in June 2022. We will make efforts to achieve the RE100
targets in Fiscal 2025 by implementing measures such as switching electricity at our office buildings andcommercial facilities to electricity derived from renewable energy sources.
To promote greater efforts related to sustainability and ESG across the entire supply chain of the Group,
we have established the “Mitsubishi Estate Group Supplier Code of Conduct” on April 1, 2022, and we havebeen conducting a survey accordingly. We will make efforts to achieve the targets by establishing KPIs andraising targets including the target for the ratio of female managers, and by focusing on ensuringtransparency through enhanced disclosure of human resources data.
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.
Although we need to keep a close eye on such factors as a rebound of the spread of COVID-19, changes
in corporate office strategies and work styles, price trends including construction and energy costs, financial
trends such as interest rates and foreign currency exchange rates, and economic conditions due to overseas
policies and geopolitical trends, we will continue to make the investments necessary for the growth of eachbusiness and optimize their impact by diversifying the portfolio and promoting appropriate businesses, withthe aim of realizing the goals of the Long-Term Management Plan. In addition, we will strengthen ourefforts to create new value by enhancing productivity through the provision of services that enable flexible
office use for diversifying work styles and managing hotels and commercial facilities in response to changes
in consumer behavior, and we will address issues that have emerged as a result of changes in social
conditions.
The Group will continue to make group-wide efforts to meet the expectations of its shareholders. This isunder the fundamental mission of “contributing to society through urban development.” We look forward to
our shareholders’ continued support and cooperation.

- 33 -

[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- 34 -

[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

Profit Growth

Shareholder Return

Financial Stability

Business Profit*2[Current framework]
Payout ratio: Approx. 30%+
Share buybacks(when determined to be optimaluse of funds)

Key Assumptions¥350.0 - 400.0 billion

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 Profit + Share of profit (loss) of entities accounted for using equity method- 35 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the consolidated fiscal year under review, total capital expenditures of ¥286.5 billion were mademainly for the new construction of the 8 Bishopsgate (tentative name), the Nishiki 3-Chome 25th Block
Project (tentative name), the Umekita Second Zone Development Project (tentative name) (Grand Green
Osaka) and other buildings.
(Millions of yen)
2020/32021/32022/32023/3
Capital Expenditures

331,857

319,841

329,115

286,523

5. Situation of Financing
Category

Beginning BalanceEnding Balance

Short-Term Borrowings and1,860,543
Long-Term Borrowings
Commercial Papers―
Bonds Payable
876,335
Total
2,736,878
Note: Bonds payable above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease

2,022,987

162,444―847,2192,870,207―(29,116)
133,328

With respect to bonds payable, the Company issued unsecured bonds (sustainability-linked bonds) of¥60.0 billion in July 2022.
6. Situation of Major Lenders (As of March 31, 2023)(Millions of yen)
Balance of Borrowings

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

464,000
179,129
100,330

7. Situation of Important Business Reorganization, etc.
･ To expand the Group’s office business in the area of flexible workspace planning and operation, in
February 2023, the Company acquired the shares of Regus Japan Holdings Co., Ltd., and as a result,
Regus Japan Holdings Co., Ltd. became a wholly owned subsidiary of the Company.
･ With the aim of evolving integrated and organic group hotel management, in January 2023, theCompany acquired the shares of Marunouchi Hotel Co., Ltd., its subsidiary, through a share exchange
for cash consideration, and as a result, Marunouchi Hotel Co., Ltd. became a wholly owned subsidiaryof the Company.
･ Royal Park Hotel Co., Ltd., which was previously a subsidiary of the Company, and Royal Park Hotels
and Resorts Company, Limited, the Company’s subsidiary, plan to centralize the hotel management
function and separate and reorganize the management and ownership functions of the hotels, andimplemented an absorption-type split with Royal Park Hotel Co., Ltd. as the splitting company andRoyal Park Hotels and Resorts Company, Limited as the successor company as of April 1, 2022. Royal
Park Hotels and Resorts Company, Limited succeeded to the operational functions of Royal Park Hotel
Co., Ltd. In addition, on the same day, the Company and Royal Park Hotel Co., Ltd. merged through anabsorption-type merger with the Company as the surviving company and Royal Park Hotel Co., Ltd. as
the absorbed company.
8. Main Offices, etc. (As of March 31, 2023)(1) The Company･ Head Office: 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo･ Branches: Hokkaido Branch (Sapporo-shi), Tohoku Branch (Sendai-shi), Yokohama Branch(Yokohama-shi), Chubu Branch (Nagoya-shi), Kansai Branch (Osaka-shi), Chushikoku Branch(Hiroshima-shi) and Kyushu Branch (Fukuoka-shi)(2) Principal Group Companies
Principal group companies are as stated in “9. Situation of Material Subsidiaries.”- 36 -

[Translation for Reference and Convenience Purposes Only]
9. Situation of Material Subsidiaries (of March 31, 2023)
The
Paid-inCompany’s
Location of
CapitalCompany Name
Investment
Main Businesses
Head Office (Millions of
Ratio
yen)
(%)
Development, sales and
Mitsubishi Estate Residence Co., Chiyoda-ku,
15,000100.00Tokyo
leasing of real estate
Ltd.
Brokerage, management,
rental/leasing and appraisal of
Mitsubishi Real Estate Services Chiyoda-ku,
2,400
100.00 real estate,Co., Ltd.
Tokyo
real estate–related general
consulting
Design and contract
Mitsubishi Estate Home Co.,
Shinjuku-ku,
450
100.00 construction of custom-built
Ltd.
Tokyo
housesOperation and management of
Mitsubishi Jisho Property
Chiyoda-ku,
buildings and commercial
300
100.00Management Co., Ltd.
Tokyo
facilities owned by theCompany, etc.
Design and supervision of
Chiyoda-ku,
Mitsubishi Jisho Design Inc.
300
100.00 architecture and civilTokyoengineering
Shinjuku-ku,
Management of rental offices
Regus Japan Co., Ltd.
276
100.00Tokyo
and co-working space, etc.
Royal Park Hotels and Resorts Chiyoda-ku,
Management of Royal Park100
100.00Co., Ltd.
Tokyo
HotelsMitsubishi Jisho Community
Chiyoda-ku,
General management of
100
71.47
Co., Ltd.
Tokyo
condominiums and buildings
Supply of heat and cooling toMarunouchi Heat Supply Co.,
Chiyoda-ku,
Marunouchi, Yurakucho,
2,775
65.59
Ltd.
Tokyo
Otemachi, Uchisaiwaichoand Aoyama districts
Toshima-ku,
Management of Sunshine City
Sunshine City Corporation
19,20063.20
Tokyo
and others
Mitsubishi Estate·Simon Co.,
Chiyoda-ku,
Management of Premium
249
60.00
Ltd.
Tokyo
Outlets®
Rental/lease, operation andOta-ku,Tokyo Ryutsu Center Inc.
4,000
58.45 management of logistics
Tokyofacilities and office buildings
Real estate business in the
MEC Group International, Inc. United
US$1,640
100.00 United States and other(a U.S. corporation)
Statesthousandcountries
UK
Real estate business in the
Mitsubishi Estate Europe Ltd. (a United
100.00 United Kingdom and other￡487,462
U.K. corporation)
Kingdom
countries
thousandMitsubishi Estate Asia Pte. Ltd.
S$392,644
Singapore
100.00 Real estate business in Asia
(a Singapore corporation)
thousand
Notes:
1. The Company’s investment ratio (%) above is calculated including investments through its subsidiaries, etc.
2. In February 2023, the Company acquired additional shares of Tokyo Ryutsu Center Inc.
3. The Company’s consolidated subsidiaries totaled two hundred and seventy-one (271), and one hundredand nine (109) 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.” As the Company acquired the shares of Regus
Japan Holdings Co., Ltd. in February 2023, Regus Japan Holdings Co., Ltd. and its wholly owned- 37 -

[Translation for Reference and Convenience Purposes Only]
subsidiary, Regus Japan Co., Ltd. became consolidated subsidiaries of the Company. However, for the
fiscal year under review, they are only consolidated for the balance sheet, so the results of these twocompanies are not included in the consolidated statement of income for the fiscal year under review.
4. As of April 1, 2022, Mitsubishi Jisho Sekkei Inc. has changed its trade name in English to Mitsubishi Jisho
Design Inc. The Japanese name of the company has not changed.

10. Status of Employees (As of March 31, 2023)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Number of Employees
Commercial Property BusinessResidential Business
International Business
Investment Management BusinessArchitectural Design & Engineering Business andReal Estate Services Business
Other
Corporate (shared)
Total

4,254
3,404
373
343
1,470
464
347
10,655

Notes:
1. The above figures indicate the number of regular workers (excluding temporary employees).
2. The figure stated in “Corporate (shared)” indicates the number of employees who belong toadministrative departments, which cannot be categorized as specified business segments.
(2) Situation of Employees of the Company

Number of Employees

Increase/Decrease from thePrevious Fiscal Year-End

Average Age

1,013

+39

40 years andtwo (2) months

Average Years ofService
14 years andzero (0) months

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

- 38 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2023)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000 shares(2) Total Number of Issued Shares:
1,324,288,306 shares(including 28,043,822 shares of treasury stock)(3) Number of Shareholders:(4) Major Shareholders (Ten (10) Largest Shareholders)

99,381
Investment in the Company
Number of Shares
Investment Ratio
Held(%)(Thousands)

Shareholder Name

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

210,705

16.25

Custody Bank of Japan, Ltd. (Trust account)

71,090

5.48

Meiji Yasuda Life Insurance Company

42,194

3.25

JP MORGAN CHASE BANK 380055

34,1582.63

SSBTC CLIENT OMNIBUS ACCOUNT

29,951

2.31

STATE STREET BANK WEST CLIENT - TREATY
505234

21,558

1.66

GOVERNMENT OF NORWAY

19,407

1.49

Takenaka Corporation

18,1501.40

Obayashi Corporation

16,422

1.26

Shimizu Corporation

16,367

1.26

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 inCompensation for the Execution of Duties during the Fiscal Year under Review･ The Company has delivered 134,586 shares of the Company’s common stock on May 20, 2022,
and 156,211 shares of the Company’s common stock on August 26, 2022, respectively, as mediumto-long-term performance-based remuneration (restricted stock compensation) to Corporate
Executive Officers, Executive Officers and Group Executive Officers. The restricted stock cannot
be transferred, used to create a security interest or otherwise disposed of until the day ofresignation from all positions of Directors, Corporate Executive Officers, Executive Officers andGroup Executive Officers of the Company.
･ Of the above, stock remuneration delivered to Corporate Executive Officers and Executive Officers
in compensation for the execution of their duties during the fiscal year under review are as follows.
Note that no stock compensation is delivered to Directors and Outside Directors who do notconcurrently serve as Executive Officers.
Number of Shares
Category
Number of Deliverees
DeliveredCorporate Executive Officers (including Corporate
Executive Officers who concurrently serve as
14
175,134 shares
Directors)(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 November 10, 2022, a resolution
was passed to purchase shares of treasury stock at a total cost of no more than ¥100.0 billion or- 39 -

[Translation for Reference and Convenience Purposes Only]
acquire up to 70,000,000 shares through the market purchase of the Company’s common stock
available on the Tokyo Stock Exchange during the period from November 11, 2022 to November 10,
2023. Based on this resolution, a total of 26,642,000 shares (total acquisition cost of approximately¥45.8 billion) were repurchased by March 31, 2023.
･ The Company canceled 67,190,400 shares of treasury stock, which had been acquired by resolutions
at the meetings of the Board of Directors held on May 14, 2019 and April 8, 2021, by the decisionof President and Chief Executive Officer delegated by the Board of Directors on November 30, 2022.

- 40 -

[Translation for Reference and Convenience Purposes Only]
2. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2023)
Name

Positions and Assignmentsin the Company

Hirotaka Sugiyama

Chairman of the Board

Junichi Yoshida

Director

Junichi Tanisawa

Director

Atsushi Nakajima

Director

Naoki Umeda

Director

Hitoshi Kubo

Director

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization (General Incorporated
Association)
President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho(General Incorporated Association)

Director
Noboru Nishigai

Member of the Audit
Committee

Director
Hiroshi Katayama

Member of the Audit
Committee

Director
Tsuyoshi Okamoto

Member of theNominating Committee(Chairman)
Member of theRemuneration Committee

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

Director
Tetsuo Narukawa

Member of the Audit
Committee (Chairman)

Director, Okasan Securities Co., Ltd.

Director
Masaaki Shirakawa

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Director
Shin Nagase

Member of the Audit
Committee

Distinguished Guest Professor, Aoyama
Gakuin University

Director, HAPPINET CORPORATION;
and Director, TOSHIBA TECCORPORATION

Director
Setsuko Egami

Member of theNominating Committee
Member of theRemuneration Committee

Director
Iwao Taka

Member of the Audit
Committee- 41 -

Professor Emeritus, Musashi University;and Director, Resona Holdings, Inc.
Senior Assistant Professor, School ofBusiness Administration, Meiji University
Audit and Supervisory Board Member,
The Dai-ichi Life Insurance Company,
Limited[Translation for Reference and Convenience Purposes Only]
Name

Melanie Brock

Positions and Assignmentsin the Company
Director
Member of theNominating Committee
Member of theRemuneration Committee

Material Concurrent Positions
CEO, Melanie Brock Advisory Ltd.
Director of the Board, SEGA SAMMYHOLDINGS INC.

Notes:
1. Directors Junichi Yoshida, Junichi Tanisawa, Atsushi Nakajima, Naoki Umeda and Hitoshi Kubo
concurrently serve as Corporate Executive Officers.
2. Directors Tsuyoshi Okamoto, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami,
Iwao Taka and Melanie Brock are Outside Directors.
3. The officially registered name of Director Setsuko Egami is Setsuko Kusumoto.
4. Directors Noboru Nishigai and Hiroshi Katayama are full-time Audit Committee members. The
Company appoints full-time Audit Committee members from the perspective of ensuring theeffectiveness of the Audit Committee audits.
5. Audit Committee member Hiroshi Katayama has experience working for the accounting departmentof the Company and considerable knowledge of finance and accounting.
6. Director Iwao Taka has retired from the position of director of ASKUL Corporation as of August 4,2022.
7. At the conclusion of the 123rd Ordinary General Meeting of Shareholders held on June 29, 2022,
Directors Tetsuji Arimori, Jo Kato and Shin Ebihara retired from their positions due to expiration of
their terms of office.
8. At the 123rd Ordinary General Meeting of Shareholders held on June 29, 2022, Atsushi Nakajima,
Naoki Umeda and Melanie Brock were newly elected as Directors, and assumed office on the sameday.
9. The Company has no relationship to be disclosed in terms of material concurrent positions ofrespective Outside Directors and their relationships with the Company.
10. Outline of the liability limit agreement
The Company has entered into agreements, in accordance with Article 427, Paragraph (1) of theCompanies Act, with the seven (7) Outside Directors (Tsuyoshi Okamoto, Tetsuo Narukawa,
Masaaki Shirakawa, Shin Nagase, Setsuko Egami, Iwao Taka and Melanie Brock) to limit their
liabilities to compensate damages under Article 423, Paragraph (1) of the Companies Act. Limitation
on liability of each Director to compensate damages under such agreements is set out to be either¥10 million or the respective amounts set forth under the laws and regulations, whichever is higher.
11. 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
Directors and Executive Officers, etc. of domestic subsidiaries, and executives and employees of theCompany who are dispatched to companies other than the Company’s subsidiaries and hold aposition of Director or Corporate Executive Officer at such companies under the Companies Act.
The insurance premiums for the insurance policy are fully borne by the Company.
The insurance policy covers damages and litigation costs that may arise from liability borne by the
insured in the course of execution of their duties or claims pertaining to the pursuit of such liability.
(However, as a measure to prevent the appropriateness of execution of their duties as Officer, etc.
from being impaired, damages, etc. arising from criminal acts or intentional violation of laws andregulations are not covered by the insurance policy.)
12. The Company designates Tsuyoshi Okamoto, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase,
Setsuko Egami, Iwao Taka and Melanie Brock 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, 2023)
Name

Junichi Yoshida

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer

Junichi Tanisawa

Representative Corporate
Executive Officer
Deputy President

Futoshi Chiba

Representative Corporate
Executive Officer
Executive Vice President

Kenji Hosokane

Representative Corporate
Executive Officer
Executive Vice President

Atsushi Nakajima

Representative Corporate
Executive Officer
Executive Vice President

Yuji Fujioka

Representative Corporate
Executive Officer
Executive Vice President

Keiji Takano

Senior Executive Officer

Bunroku Naganuma

Senior Executive Officer

Toru Kimura

Senior Executive Officer- 43 -

a. Assistant to the President;b. Supervising Commercial Property BusinessGroup;
c. Responsible for Commercial Property
Business Planning Department;
d. Responsible for Commercial Property
Business Strategy Department;
e. Responsible for Content Business Planningand Operation Department; andf. President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho(General Incorporated Association)a. Supervising Business Development, Client
Relations & Solutions Group;b. Responsible for Client Strategy Planning
Department;c. Responsible for Office Leasing and Tenant
Relations Department
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
a. Responsible for Corporate Planning
Department; andb. Responsible for Sustainability
Management and Promotion Department
Responsible for Airport Business
Department
a. Supervising Investment Management
Group;
b. Responsible for Investment Management
Business Department; andc. Director, MEC Group International, Inc.
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.
Responsible for Kansai Branch[Translation for Reference and Convenience Purposes Only]
Name

Positions

Yutaro Yotsuzuka

Senior Executive Officer

Ikuo Ono

Senior Executive Officer

Naoki Umeda

Senior Executive Officer

Haruhiko Araki

Senior Executive Officer

Hitoshi Kubo

Corporate Executive
Officer

Assignments in the Company and Material
Concurrent Positions
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.
a. Responsible for Business Creation
Department; andb. Responsible for DX Promotion
Department;c. Responsible for Information System; andd. Responsible for Information System
Securitya. Responsible for Finance & Accounting
Department; andb. Responsible for Corporate
Communications Department
a. Responsible for Commercial Property
Management Department; Responsible for
Facility Management Planning
Department;
b. Responsible for xTECH Leasing andPromotion Department;c. Responsible for Flexible Workspace
Planning and Operation Department;
Responsible for Museum Management
Office; andd. Senior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
a. Responsible for Human Resources
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & ComplianceDepartment;
d. Responsible for Compliance,
e. Risk Management and
f. Disaster Prevention

Notes:
1. Corporate Executive Officers Junichi Yoshida, Junichi Tanisawa, Atsushi Nakajima, Naoki Umeda
and Hitoshi Kubo concurrently serve as Directors.
2. Corporate Executive Officer Junichi Yoshida and Junichi Tanisawa retired from the position due toexpiration of tenure on March 31, 2023.
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 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
Directors and Executive Officers, etc. of domestic subsidiaries, and executives and employees of theCompany who are dispatched to companies other than the Company’s subsidiaries and hold aposition of Director or Corporate Executive Officer at such companies under the Companies Act.
The insurance premiums for the insurance policy are fully borne by the Company.
- 44 -

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

[Translation for Reference and Convenience Purposes Only]
Situation of Corporate Executive Officers as of April 1, 2023 is as follows:[Corporate Executive Officers]
Name

Positions

Assignments in the Company and Material
Concurrent Positions

Atsushi Nakajima

Representative Corporate
Executive Officer
President & Chief
Executive Officer

Futoshi Chiba

Representative Corporate
Executive Officer
Deputy President

Kenji Hosokane

Representative Corporate
Executive Officer
Deputy President

Yuji Fujioka

Representative Corporate
Executive Officer
Executive Vice President

Responsible for Airport Business
Department; Responsible for HotelBusiness Department

Bunroku Naganuma

Representative Corporate
Executive Officer
Executive Vice President

Yutaro Yotsuzuka

Representative Corporate
Executive Officer
Executive Vice President

Keiji Takano

Senior Executive Officer

Toru Kimura

Senior Executive Officer

Responsible for Corporate Planning
Department; and Responsible for
Sustainability Management and Promotion
Department
Responsible for Mixed Use Development
Department; Responsible for TOKYOTORCH Department; and Responsible for
Urban Redevelopment Department
Responsible for Business Creation
Department; Responsible for DX
Promotion Department;
Responsible for Information System; andResponsible for Information System
Security
Supervising Investment Management
Group; Responsible for Investment
Management Business Department; andDirector, MEC Group International, Inc.

Ikuo Ono

Senior Executive Officer

Naoki Umeda

Senior Executive Officer

Ryozo Kawabata

Senior Executive Officer- 46 -

Assistant to the President; Supervising
Business Development, Client Relations &Solutions Group; and Responsible for
Client Strategy Planning Department
Assistant to the President; Supervising
Commercial Property Business Group;
Responsible for Commercial Property
Business Planning Department;
Responsible for Commercial Property
Business Strategy Department;
Responsible for Content Business
Planning and Operation Department; andResponsible for Kansai Branch
Responsible for Finance & Accounting
Department; and Responsible for
Corporate Communications Department
Responsible for Office Leasing and Tenant
Relations Department

[Translation for Reference and Convenience Purposes Only]
Name

PositionsHaruhiko Araki

Senior Executive Officer

Masato Aikawa

Senior Executive Officer

Hirofumi Kato

Senior Executive Officer

Hitoshi Kubo

Senior Executive Officer

Assignments in the Company and Material
Concurrent Positions
Responsible for Commercial Property
Management Department; Responsible for
xTECH Leasing and Promotion
Department; Responsible for Flexible
Workspace Planning and Operation
Department; Responsible for Museum
Management Office; andSenior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
Supervising International Business Group;
Responsible for International Business
Planning Department;
Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andChairman and Director, MEC GroupInternational, Inc.
Supervising Residential Business Group;
Responsible for Residential Business
Planning Department; Responsible for
CLT Business, Residential Land &Recreational Facilities Management
Department; andDirector, Mitsubishi Estate Residence Co.,
Ltd.
Representative Director and President,
Mitsubishi Jisho Property Management
Co., Ltd.

Note: Corporate Executive Officers Ryozo Kawabata, Masato Aikawa and Hirofumi Kato took officeas Corporate Executive Officers on April 1, 2023.

- 47 -

[Translation for Reference and Convenience Purposes Only](3) Total Amounts of Remuneration, etc., Paid to Directors and Corporate Executive Officers
The amounts of remuneration, etc., paid to the Directors and the Corporate Executive Officers
pertaining to the fiscal year under review are as follows:
Amount Paid
Category
Number of Persons(Millions of yen)
Directors
13503(of which Outside Directors)
(8)
(143)
Corporate Executive Officers
14
1,228
Total
27
1,732
Notes:
1. The Company revised its officer remuneration system on April 1, 2022. An overview and the
purpose of the revision are described below.
(1) Enhancement of the linkage between officer performance evaluation indicators and the Long-Term
Management Plan: In addition to making performance evaluation indicators more consistent withkey performance indicators in the Long-Term Management Plan, the revision aims to enhance thecommitment of officers to achieving the goals of the plan by introducing evaluation items linked toit.
(2) Promotion of the alignment of shareholders’ and officers’ interests: The revised system raises thepercentage of remuneration linked to the Company’s share price to 30% (previously 25%) of thetotal by introducing a new restricted stock compensation system in which the amount of monetarycompensation varies according to performance. In addition, with the aim of further aligningshareholders’ and officers’ interests, the revision extends the restricted stock transfer period fromapproximately three years to the time when an officer resigns.
(3) Revision of composition of remuneration: The revised system changes the proportion of variable
compensation to 60% (previously 50%) to increase the incentives provided by the officer
remuneration system.

2. The above includes three Directors who retired at the conclusion of the 123rd Ordinary General
Meeting of Shareholders held on June 29, 2022.
3. Remuneration for the Directors concurrently serving as Corporate Executive Officer is included in
the remuneration for Corporate Executive Officers.
4. The Company pays no salary as employees to Directors and Corporate Executive Officers.
5. All the remuneration for the Company’s Directors is basic remuneration in the form of money.
6. Of the above amounts paid, the amounts of remuneration paid to fourteen (14) Corporate Executive
Officers by type are as follows:(1) Monetary remuneration

Basic remuneration: ¥569 million
Single-year performance-based remuneration: ¥328 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): ¥330
million
7. 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 profit, EBITDA, ROA, ROE and the target level of operating profit in thedivisions for which the individual Corporate Executive Officers and Executive Officers are
responsible. When determining remuneration, the amount is calculated using the actual indicators,
etc. for the previous fiscal year, 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, and the results are based on the officer
remuneration system as of Fiscal 2021.
Results
Operating Profit
EBITDA
ROA
ROE¥278,977 million¥381,434 million
4.4%
8.1%
- 48 -

[Translation for Reference and Convenience Purposes Only]
8. 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 (¥1,618), dividing suchproduct by the issue price (¥1,839), and then multiplying such quotient by the vesting ratio
corresponding to the Company’s TSR rank (6th, 0%).
9. The details and situation of restricted stock delivered during the fiscal year under review aredescribed in “II. 1. (5) Situation of Shares Delivered to Corporate Executive Officers and Executive
Officers in Compensation for the Execution of Duties during the Fiscal Year under Review.”
10. The Outside Directors of the Company do not receive remuneration as directors from any of theCompany’s subsidiaries.

- 49 -

[Translation for Reference and Convenience Purposes Only](4) Policy Concerning Decisions on the Amounts of Remuneration, etc., Paid to Officers
The Company’s decision policy for the details of remuneration, etc. for each Director and Corporate
Executive Officer has been resolved by the Remuneration Committee. The Remuneration Committee
also confirmed that the method for deciding the details of remuneration, etc. paid to each Director andCorporate Executive Officer for the fiscal year under review and the details of decided remuneration are
consistent with the said decision policy, and therefore judged that the remuneration, etc. paid to each
Director and Corporate Executive Officer for the fiscal year under review are in line with the decision
policy.
The policy concerning decisions on the amounts of remuneration, etc., paid to Officers is as follows.
1) Procedures for deciding remuneration paid to Officers
The policy concerning decisions on the details of remuneration paid to Directors and Corporate
Executive Officers of the Company and the details of remuneration for each person shall be decided
upon by a resolution at the Remuneration Committee which is comprised solely of Outside Directors.
2) The basic policy for deciding remuneration for Officers
The basic policy for deciding remuneration for Directors and Corporate Executive Officers of theCompany is as follows.
 The remuneration system shall be the one that is linked with our medium- to long-term
performance targets, etc., aimed at in the management strategy and the Medium-Term Management
Plan and realizes sustained corporate value improvement and sharing of values with ourshareholders.
 The remuneration system shall be the one that allows for giving incentives to management
executives’ taking up of challenges and appropriate risk taking in line with the strategy targets andexpectations of shareholders and other stakeholders.
 The remuneration system shall be the one that makes it possible to fulfill the high accountability
for the benefit of our shareholders and other stakeholders through objective deliberations andjudgments at the Remuneration Committee.
3) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately
established in consideration of respective functions and roles to be fulfilled for the purpose ofachieving the sustained corporate value improvement. In addition, Directors who concurrently serveas Corporate Executive Officers shall be paid remuneration as Corporate Executive Officers.
 Directors (excluding Directors who concurrently serve as Corporate Executive Officers)
In consideration of their function and role of supervising performance of duties by Corporate
Executive Officers and Directors, they shall receive, in principle, only basic remuneration in theform of money, and the standards shall be decided upon individually taking into account factors
such as position and responsibilities as Directors and whether they are full-time or part-time.
 Corporate Executive Officers
In consideration of their function and role of taking charge of business execution of theCompany, their remuneration shall, in principle, be comprised of basic remuneration and variable
remuneration.
Variable remuneration is comprised of monetary compensation that is paid based on short-term
performance, etc., and stock compensation, etc., (including monetary compensation paid basedon indicators such as stock price) that is paid with a view to realizing the medium- to long-term
sharing of values with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators forvariable remuneration and other matters shall be decided upon taking into account medium- tolong-term performance targets, etc., aimed at in the management strategy and the Medium-Term
Management Plan and factors such as position and responsibilities as Corporate Executive
Officers.

- 50 -

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

Name
Tsuyoshi Okamoto

Tetsuo Narukawa

Masaaki Shirakawa

Shin Nagase

Setsuko Egami

Iwao Taka

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

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

He executed supervision and check functions
regarding the Company’s management throughappropriate questions and/or remarks from an
objective viewpoint independent of management
executives who are in charge of executing
business affairs by leveraging his management
experience in an integrated energy company.
Meetings of the Board of
He executed supervision and check functions
Directors: 9/9
regarding the Company’s management throughMeetings of Audit Committee: appropriate questions and/or remarks from an
objective viewpoint independent of management
15/15
executives who are in charge of executing
business affairs by leveraging his management
experience in a financial institution, international
experience and management experience in a realestate company.
Meetings of the Board of
He executed supervision and check functions
Directors: 9/9
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 6/6
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: 6/6
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.
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 extensive
knowledge regarding business ethics,
compliance, etc.

- 51 -

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

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 7/7
Meetings of Nominating
Committee: 6/6
Meetings of Remuneration
Committee: 4/4

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

Note: As Melanie Brock took office as Director on June 29, 2022, the number of meetings counted as
the scope of attendance for the Board of Directors meetings, etc., is different from that of theother Directors.

- 52 -

[Translation for Reference and Convenience Purposes Only]
3. Basic Policy Regarding the Control of Kabushiki-Kaisha (Joint-Stock Corporation)
Set out below are outlines of the contents of the basic policy regarding the persons who control decisions
on the Company’s financial and business policies.
By drawing up, and steadily implementing, a management plan to contribute to the growth of theCompany, while at the same time working to strengthen corporate governance, etc., the Company will strive
to enhance corporate value and protect the common interests of shareholders. In addition, in response topersons attempting a large-scale acquisition of the shares of the Company, we will devise appropriate
measures that are compliant with the Financial Instruments and Exchange Act, the Companies Act and otherlaws, by requesting necessary and sufficient information to allow shareholders to come to a conclusion as towhether the large-scale acquisition is appropriate or not, by disclosing the opinion of the Board of Directors,
which takes into account the views of the independent Outside Directors, and working for sufficient timeand information to enable consideration by shareholders.
- END -

- 53 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2023)
Account Item
(Assets)
Current assets
Cash and deposits
Trade notes and accounts receivable,
and contract assets
Securities
Real estate for sale
Real estate for sale in process
Real estate for development
Costs on construction contracts inprogress
Other inventories
Equity investments
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Land in trust
Construction in progress
Other
Intangible assets
Leasehold interests in land
Other
Investments and other assets
Investment securities
Long-term loans receivable
Leasehold and guarantee deposits
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Total Assets

Amount6,871,959
1,616,602
225,011

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

69,987

Short-term borrowings

3,578
65,252420,956
719

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

5,201

(Millions of yen)Amount
4,492,017
855,337
66,407

1,413 Non-current liabilities
716,416
Bonds payable
108,723
Long-term borrowings(659)
Leasehold and guarantee deposits
received
Deferred tax liabilities
5,255,356
4,416,214
Deferred tax liabilities for land
revaluation
1,222,991
Retirement benefit liability
27,909Provision for retirement benefits for
directors (and other officers)
2,335,460
575,648
Provision for environmental measures
228,955
Negative goodwill
25,249
Other(Net Assets)
111,187 Shareholders’ equity
81,745
Share capital
29,441
Capital surplus
Retained earnings
727,954
Treasury shares
306,352 Accumulated other comprehensive
2,559 income
144,070
Valuation difference on available62,528
for-sale securities
25,943
Deferred gains or losses on hedges
187,095
Revaluation reserve for land(596)
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
Non-controlling interests
6,871,959
Total Liabilities and Net Assets- 54 -

194,881
210,087
26,63523,574
333,752
3,636,680
820,584
1,618,019
448,442
288,861
264,082
27,644478
582
60,413
107,568
2,379,941
1,399,299
142,414
157,914
1,147,425(48,454)758,261
138,5522,106
526,417
77,48913,695
193
222,1876,871,959

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(April 1, 2022, through March 31, 2023)
Account Item
Operating revenue
Operating costs
Operating gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Other
Non-operating expenses
Interest expenses
Loss on retirement of non-current assets
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses
Loss related to retirement of non-current assets
Loss on valuation of shares of affiliated companies
Impairment losses
Impairment loss on equity investments
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 55 -(Millions of yen)Amount1,377,827
980,792
397,034
100,332
296,702
14,361
873
7,755
260
5,472
39,24425,001
5,749
8,493

271,819
12,224
8,921
3,303
31,141
17,741
2,599
3,535
7,264
252,90265,855
4,779
70,634
182,268
16,924
165,343

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)Account Item
AmountAccount Item
Amount(Assets)
5,326,049(Liabilities)
3,760,989
Current assets
1,208,632 Current liabilities
599,657
Cash and deposits
53,711
Accounts payable
31,799Accounts receivable and contract assets
31,422
Short-term borrowings
81,832
Real estate for sale
23,349Current portion of long-term
182,952
borrowings
Real estate for sale in process
33,637
Real estate for development
719
Current portion of bonds payable
20,000Equity investments
371,997
Income taxes payable
4,031
Deposits received
199,277
Short-term loans of affiliated647,673
companies
Other
79,764Other
52,521
Allowance for doubtful accounts(6,400) Non-current liabilities
3,161,331
Bonds payable
820,584
Long-term borrowings
1,390,134
Non-current assets
4,117,417
Property, plant and equipment
3,038,118
Leasehold and guarantee deposits
382,694
received
Buildings and structures
759,388
Machinery, equipment and vehicles
1,499
Deferred tax liabilities
156,936Land
1,644,235
Deferred tax liabilities for land
263,344
revaluation
Land in trust
554,148
Construction in progress
70,277
Reserve for retirement allowances
3,376
Other
8,567
Provision for environmental measures
582
Negative goodwill
53,753
Other
89,924
Intangible assets
32,197
Leasehold interests in land
18,837(Net Assets)
1,565,060
Other
13,359 Shareholders’ equity
895,741
Share capital
142,414
Investments and other assets
1,047,101
Capital surplus
171,526
Investment securities
269,286
Capital reserve
171,526
Investments in shares of affiliatedRetained earnings
630,255
540,895
companies
Retained earnings reserve
21,663Long-term loans receivable
41,444
Other retained earnings
608,591
Leasehold and guarantee deposits
121,451
Reserve for special depreciation
163
Prepaid pension cost
35,955Reserve for advanced depreciation of
152,637
non-current assets
Other38,320Allowance for doubtful accounts(252)
Reserve for open innovation
761
promotion
General reserve
108,254
Earned surplus carried forward
346,774
Treasury shares(48,454)
Valuation, translation adjustments and669,125
othersValuation difference on available-for136,415
sale securities
Deferred gains or losses on hedges
2,888
Revaluation reserve for land
529,822
Share acquisition rights
193
Total Assets
5,326,049
Total Liabilities and Net Assets
5,326,049- 56 -

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(April 1, 2022, through March 31, 2023)
Account Item
Operating revenue
Operating costs
Operating gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Non-operating expenses
Interest expenses
Bond interest
Loss on retirement of non-current assets
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses
Loss related to retirement of non-current assets
Loss on valuation of shares of affiliated companies
Impairment loss on equity investments
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 57 -(Millions of yen)Amount523,275
396,820
126,454
32,253
94,201
44,563
4,952
36,216
3,393
30,908
10,530
7,927
4,209
8,240
107,856
12,1738,870
3,303
29,693
17,741
7,315
4,636
90,33622,256671
67,408Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 17, 2023
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Tatsuya Chiba
Designated Engagement Partner
Certified Public Accountant
Chihiro Yasunaga
Designated Engagement Partner
Certified Public Accountant
Teruyo Okubo
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets, and notes
to the consolidated financial statements of Mitsubishi Estate Co., Ltd. (the “Company”)
applicable to the fiscal year from April 1, 2022 to March 31, 2023.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position and results of operations of the Group, which
consisted of the Company and its consolidated subsidiaries, applicable to the fiscal year ended
March 31, 2023, 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
the Group in accordance with the ethical requirements that are relevant to our audit of theconsolidated financial statements in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.

- 58 -

Other Information
The other information comprises the information included in the Group’s business report and its
supplementary schedules. Management is responsible for preparation and disclosure of the otherinformation. The Audit Committee is responsible for overseeing the duties of executive officers
and directors in designing and operating the Group’s reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is toread the other information and, in doing so, consider whether the other information is materiallyinconsistent with the consolidated financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit Committee for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with accounting principles generally accepted in Japan, andfor designing and operating such internal control as management determines is necessary toenable 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.
The Audit Committee is responsible for overseeing the duties of executive officers and directors
in designing and operating the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion from an independent standpoint.
Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users takenon 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 tothose risks, and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion.
・ Consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances for our risk assessments, while the purpose of the audit of
the consolidated financial statements is not expressing an opinion on the effectiveness of theGroup’s internal control.
- 59 -

・ Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentationin accordance with accounting principles generally accepted in Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance ofthe group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the consolidated financial
statements in Japan, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Conflicts of Interest
Our firm and its designated engagement partners have no interest in the Group which should be
disclosed in accordance with the Certified Public Accountants Act.

- 60 -

Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 17, 2023
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan
Tatsuya Chiba
Designated Engagement Partner
Certified Public Accountant
Chihiro Yasunaga
Designated Engagement Partner
Certified Public Accountant
Teruyo Okubo
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 436, Section 2, paragraph 1 of the Companies Act, we have audited theaccompanying financial statements, which comprise the balance sheet, the statement of income,the statement of changes in net assets, and notes to the financial statements and the related
supplementary schedules of Mitsubishi Estate Co., Ltd. (the “Company”) applicable to the fiscal
year from April 1, 2022 to March 31, 2023.
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, 2023, 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
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 withthese requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

- 61 -

Other Information
The other information comprises the information included in the Company’s business report andits supplementary schedules. Management is responsible for preparation and disclosure of theother information. The Audit Committee is responsible for overseeing the duties of executive
officers and directors in designing and operating the Company’s reporting process of the otherinformation.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statementsin accordance with accounting principles generally accepted in Japan, and for designing andoperating such internal control as management determines is necessary to enable the preparationof financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern and disclosing, as required by accounting principles
generally accepted in Japan, matters related to going concern.
The Audit Committee is responsible for overseeing the duties of executive officers and directors
in designing and operating the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion from an independent standpoint. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis ofthese 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, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・ Consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances for our risk assessments, while the purpose of the audit of
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 ofaccounting estimates and related disclosures made by management.
- 62 -

・ Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation in accordance with accounting
principles generally accepted in Japan.
We communicate with the Audit Committee regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the financial statements inJapan, and to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards.
Conflicts of Interest
Our firm and its designated engagement partners have no interest in the Company which should
be disclosed in accordance with the Certified Public Accountants Act.

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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, 2022, and ended March 31, 2023, 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, 2023.

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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 19, 2023
The Audit Committee of Mitsubishi Estate Co., Ltd.
Tetsuo Narukawa
Member of the Audit Committee (Chairman)
Noboru Nishigai
Member of the Audit Committee (full-time)
Hiroshi Katayama Member of the Audit Committee (full-time)
Shin Nagase
Member of the Audit Committee
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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