[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 123rd 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 OFCONVOCATION123

OF THErd
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Time and Date: 10 a.m., Wednesday, June 29, 2022
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
2021 (From April 1, 2021, to March 31, 2022)
2. Reports on Non-consolidated Financial Statements for
Fiscal 2021 (From April 1, 2021, to March 31, 2022)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles ofIncorporation
Proposal No. 3: Election of Fifteen (15) Directors
Due date of exercising voting rights by mail and via theInternet, etc.
No later than 5:45 p.m. on Tuesday, June 28, 2022

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

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

[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation of Japanese original text of the Noticeof Convocation of the 123rd 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, 2022
Dear Shareholders
Junichi Yoshida
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 123rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 123rd Ordinary General Meeting of Shareholders of Mitsubishi Estate Co., Ltd. (the “Company”) will beheld as follows.
In order to prevent the spread of the COVID-19, our shareholders are recommended to exercise yourvoting rights prior to the meeting in writing (by mail) or by electromagnetic means (the Internet, etc.) if at
all possible. Regardless of your own state of health, you are urged to refrain from traveling to the venue on
the date of the meeting.
Please read the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS provided below, and exercise your voting rights by 5:45 p.m., on Tuesday, June 28,2022 (JST). A part of this 123rd Ordinary General Meeting of Shareholders will be posted on the
Company’s Website presented in the next page at a later date.
10:00 a.m., Wednesday, June 29, 2022 (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 2021 (From April 1, 2021, to March 31,
2022)
2. Reports on Non-consolidated Financial Statements for Fiscal 2021 (From April 1,
2021, to March 31, 2022)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Fifteen (15) Directors

1. Time and Date:
2. Place:-1-[Translation for Reference and Convenience Purposes Only]
4. Matters regarding the Exercise of Voting Rights:
There are three ways to exercise your voting rights as described below.
Please exercise your voting rights after reading the attached REFERENCE DOCUMENTS FOR THE
GENERAL MEETING OF SHAREHOLDERS provided below.
Recommended[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 Tuesday, June 28, 2022 (JST)[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page three (3) of this notice, and access our Internet voting website
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 Tuesday, June 28, 2022 (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.
Please also bring this notice to the meeting for use as a meeting agenda.
Time and Date: 10:00 a.m., Wednesday, June 29, 2022 (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.

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

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

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

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

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

* The Web site for the Exercise of Voting Rights will be unavailable during the hours of 2:00 a.m. to 5:00 a.m.
(JST) everyday 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.

-3-[Translation for Reference and Convenience Purposes Only]
REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS(Contents of Proposals)
Proposals and References
Proposal No. 1: Appropriation of Surplus
We hereby propose to appropriate the surplus as described below.
Fiscal Year-End Dividends
The Company maintains a basic policy for profit distribution of returning appropriate profits based on thecomprehensive consideration of performance level, business environment of real estate markets, etc. and otherfactors, while taking into account the financial requirements for the Marunouchi Redevelopment Project andother future business developments. From such a viewpoint, we hereby propose to distribute a fiscal year-end
dividend as indicated below for the fiscal year ended March 31, 2022.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥20 per share of the Company’s common stock for a total of ¥26,452,526,600
As we paid ¥16 per share as an interim dividend, the annual dividend would be ¥36 per share for the fiscal
year under review, an increase of ¥5 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 30, 2022

-4-

[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reason for the amendments
The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022.
Accordingly, the Company proposes the establishment of provisions to stipulate that it shall take measuresfor providing information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format, and to limit the scope of the items to be stated in the paper-based
documents to be delivered to shareholders who request the delivery of paper-based documents. The
Company also proposes to delete the provision for the Internet disclosure and deemed provision of thereference documents for the general meeting of shareholders, etc., and to establish supplementary provisions
regarding the effective date, etc.
2. Details of the proposed amendments
Details of the proposed amendments to the Articles of Incorporation are as follows:(Underlined portions are amended)
Proposed Articles of Incorporation
CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS

Current Articles of Incorporation
CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS
Article 13. - 15.

(Omitted)

Article 13. - 15.

(Unchanged)

Article 16.
Upon convening a general meeting of the shareholders, it
shall be deemed that the Company has provided
shareholders with the information that should be
described or indicated in the reference document for thegeneral meeting of shareholders, a business report, nonconsolidated financial statements and consolidated
financial statements by disclosing such information
through the Internet pursuant to the provisions of the
Ministry of Justice Ordinance.

(Deleted)(Newly established)

Article 16.
1. Upon convening a general meeting of shareholders,the Company shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Ordinance fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date of voting
rights.

Article 17. - 18.

(Omitted)

Article 17. - 18.

-5-(Unchanged)

[Translation for Reference and Convenience Purposes Only]
Current Articles of Incorporation

Proposed Articles of Incorporation(Newly established)

Supplementary Provisions
1. The deletion of Article 16 in the pre-amended Articles
of Incorporation and the establishment of the new
Article 16 in the amended Articles of Incorporation
shall be effective from September 1, 2022, the date ofenforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on
the date when six months have elapsed from the Dateof Enforcement or three months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-6-

[Translation for Reference and Convenience Purposes Only]
Proposal No. 3: Election of Fifteen (15) Directors
The terms of office of all fifteen (15) Directors will expire at the conclusion of this Meeting of Shareholders. The
Company proposes the election of fifteen (15) Directors as nominated by the Nominating Committee.
The candidates for Director are as follows:
CandidateNo.

Committee(Note 1)Name

1Hirotaka Sugiyama

2

Junichi Yoshida

3

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

Chairman of the Board

Reappointment–

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

Junichi Tanisawa

Reappointment–

Director, Representative Corporate
Executive Officer, Deputy President

4

Atsushi Nakajima

New–

Representative Corporate Executive
Officer, Executive Vice President

5

Naoki Umeda

New–

Senior Executive Officer

6

Hitoshi Kubo

Reappointment–

Director, Corporate Executive
Officer

7

Noboru Nishigai

8

Hiroshi Katayama

Non-executive

Reappointment
Non-executive
Reappointment
Non-executive
Reappointment

9

Tsuyoshi Okamoto

Audit

Director

Audit

Director

Nominating

OutsideRemuneration

Independent

Director

Reappointment

10

Tetsuo Narukawa

OutsideAudit

Director

Independent
Reappointment

11

Masaaki Shirakawa

Nominating

OutsideRemuneration

Independent

Director

Reappointment

12

Shin Nagase

OutsideAudit

Director

Independent
Reappointment

13

Setsuko Egami

Nominating

OutsideRemuneration

Independent

Director

Reappointment

14

Iwao Taka

OutsideAudit

Director

Independent
New

15

Melanie Brock

Nominating

OutsideRemuneration

Independent-7-–

[Translation for Reference and Convenience Purposes Only]

Outside Directors

Inside Directors■ 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.

*

Name

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

Hirotaka Sugiyama

Male

●

●

Junichi Yoshida

Male

●

●

●

Junichi Tanisawa

Male

●

●

●

Atsushi Nakajima

Male

●

●

●

Naoki Umeda

Male

●

●

●

Hitoshi Kubo

Male

●

●

●

Noboru Nishigai

Male

●

●

●

Hiroshi Katayama

Male

●

Tsuyoshi Okamoto

Male

Tetsuo Narukawa

Male

Masaaki Shirakawa

MaleShin Nagase

Male

Setsuko Egami

Female●●●Iwao Taka

Male

●

●

●

Melanie Brock

Female●●Corporate
management
experience

Organizational
International
strategy/knowledge orBusiness
Internationality
strategy

Treasury,
accounting
and financeCompliance/
Riskmanagement

ESG/
Sustainability

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●
●

●

●

●
●

●
●

●

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

Hirotaka Sugiyama(July 1, 1949)

Reappointment
Non-executive

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1974
Joined Mitsubishi Estate Co., Ltd.
Apr. 2004
Executive Officer and General Manager, Corporate Planning &Administration Division, Finance & Accounting Dept., Mitsubishi
Estate Co., Ltd.
Apr. 2005
Executive Officer and General Manager, Corporate Planning &Administration Division, General Affairs Dept., Mitsubishi EstateCo., Ltd.
Apr. 2006
Executive Officer and General Manager, General Affairs Dept.,
Mitsubishi Estate Co., Ltd.
Apr. 2007
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2007
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2010
Director and Executive Vice President, Mitsubishi Estate Co., Ltd.
Jun. 2010
Representative Director, Executive Vice President, Mitsubishi
Estate Co., Ltd.
Apr. 2011
Representative Director, President and Chief Executive Officer,
Mitsubishi Estate Co., Ltd.
Jun. 2016
Director, Representative Corporate Executive Officer, President
and Chief Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2017
Chairman of the Board, Mitsubishi Estate Co., Ltd. (Current
position)

Number of the shares of theCompany held:
63,391 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
15 years(Significant Positions Concurrently Held)
Chairman, The Association for Real Estate Securitization
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Hirotaka Sugiyama has been in charge of theCompany’s management as Representative Director, President and Chief Executive Officer from April 2011 toJune 2016, and President and Chief Executive Officer from June 2016 to March 2017. Additionally, since April
2017 he has served as Chairman of the Board. The Company has nominated him as a candidate for Director
because he is expected to contribute to enhancing the corporate value of the Group on a medium- to long-termbasis, leveraging management experiences in the Company and extensive knowledge and experience related tothe business of the Group.

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

Candidate No.

2

Junichi Yoshida

Reappointment(May 26, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1982
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer and General Manager, Commercial Asset
Company held:
Management Dept., Mitsubishi Estate Co., Ltd.
78,593 shares
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Term of office served as theJun. 2016
Director (Current position) and Senior Executive Officer,
Company’s Director (at theconclusion of this General
Mitsubishi Estate Co., Ltd.
Meeting of Shareholders):
Apr. 2017
Representative Corporate Executive Officer,
6 years
President & Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of theCompany’s management as President and Chief Executive Officer from April 2017. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging management experiences in the Company andextensive knowledge and experience related to the business of the Group.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

Junichi Tanisawa

Reappointment(January 3, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1981
Joined Mitsubishi Estate Co., Ltd.
Apr. 2011
Executive Officer and General Manager, Commercial Asset
Development Dept., Mitsubishi Estate Co., Ltd.
Apr. 2012
Executive Officer and General Manager, Corporate Planning Dept.,
Mitsubishi Estate Co., Ltd.
Apr. 2014
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2014
Jun. 2016
Apr. 2017
Apr. 2018

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

Number of the shares of theCompany held:
54,930 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
8 years(Assignments in the Company)
Assistant to the President; supervising Commercial Property Business Group;
responsible for Commercial Property Business Planning Dept., Commercial
Property Business Strategy Dept., and Content Business Planning and Operation
Dept.
(Significant Positions Concurrently Held)
President, The Council for Area Development and Management of Otemachi,
Marunouchi and Yurakucho
Reasons for Nomination as Candidate for Director
Having experience as General Manager, Officer, etc. of the Commercial Property Business Group and the
Corporate Group of the Company, Junichi Tanisawa is currently engaged in the Company’s management as
Representative Corporate Executive Officer, Deputy President. The Company has nominated him as a candidate
for Director because he is expected to contribute to enhancing the corporate value of the Group on a medium- tolong-term basis, leveraging his management experiences in the Company and extensive knowledge andexperience related to the business of the Group.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Atsushi Nakajima

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

Number of the shares of theCompany held:
27,314 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):— years(Assignments in the Company)
Responsible for Corporate Planning Dept. and Sustainability Management andPromotion Dept.
Reasons for Nomination as Candidate for Director
Having served as President & CEO of a Group company, General Manager and Officer at the International
Business Group, and Officer responsible for the Commercial Property Business Group, Atsushi Nakajima iscurrently engaged in primarily corporate planning as the Representative Corporate Executive Officer andExecutive 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
experience as a company president in the United States and extensive knowledge and experience related to thebusiness of the Group.

- 12 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

5

Naoki Umeda

New(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. (Current
position)

Number of the shares of theCompany held:
14,601 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):— years(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.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

6

Hitoshi Kubo

Reappointment(July 1, 1966)

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

Number of the shares of theCompany held:
7,197 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 Human Resources Dept., General Affairs Dept., Legal &Compliance Dept., Compliance, Risk Management, and Disaster Prevention
Reasons for Nomination as Candidate for Director
Having served as Director of the Group company and General Manager at the Corporate Group of the Company,
Hitoshi Kubo is currently responsible for human resources, general affairs, compliance, risk management andothers as Corporate Executive Officer. The Company has nominated him as a candidate for Director because heis expected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis,leveraging his extensive knowledge and experience related to the business of the Group.

- 14 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

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.
1 yearApr. 2019
Representative Corporate Executive Officer,(Note 2)
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.

- 15 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

8Hiroshi 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.
38,070 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.
6 years
Apr. 2022
Director, Mitsubishi Estate Co., Ltd. (Current position)
Reasons for Nomination as Candidate for Director
Hiroshi Katayama had 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. The
Company has nominated him as a candidate for Director because he is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis, leveraging his management experiences in the
Company and extensive knowledge and experience related to the business of the Group.

- 16 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

9Tsuyoshi Okamoto(September 23, 1947)

OutsideIndependent
Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1970
Joined Tokyo Gas Co., Ltd.
Apr. 2010
Representative Director, President, Tokyo Gas Co., Ltd.
Apr. 2014
Director, Chairman of the Board, Tokyo Gas Co., Ltd.
Apr. 2018
Director, Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Jul. 2018
Senior Corporate Advisor, Tokyo Gas Co., Ltd. (Current position)
Jun. 2019
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee (Chairman)
Member of the Remuneration Committee(Significant Positions Concurrently Held)
Senior Corporate Advisor, Tokyo Gas Co., Ltd.
Director, Japan Post Holdings Co., Ltd.
Director, Asahi Kasei Corporation

Number of the shares of theCompany held:
1,000 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
3 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2021):
Board of Directors: 10/10
Nominating Committee: 5/5
Remuneration Committee:
9/9

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.

- 17 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

10

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)
1,200 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.
4 years
Jun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
2021):
Jun. 2016
Executive Advisor, Nippon Steel Kowa Real Estate Co., Ltd.
Board of Directors: 10/10
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.

- 18 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

11

Masaaki Shirakawa(September 27, 1949)

OutsideIndependent
Nominating
Remuneration

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

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

Attendance to the meetings ofthe Board of Directors (Fiscal
2021):
Board of Directors: 10/10(Significant Positions Concurrently Held)
Nominating Committee: 5/5
Distinguished Guest Professor, School of International Politics, Economics & Remuneration Committee: 9/9

Communication, Aoyama Gakuin University
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Masaaki Shirakawa as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof highly effective supervision and check functions regarding the Company’s management based on his
objective viewpoint independent from management executives in charge of business affairs by leveraging his
knowledge on finance and economy, etc. gained through his experience in a central bank. Although he does nothave experience of being involved in corporate management other than as an outside officer, the Company
determined that he will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

- 19 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

12Shin 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:
300 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
6 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2021):
Board of Directors: 10/10
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.

- 20 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

13

Reappointment

Setsuko Egami

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

Independent
Nominating
Remuneration

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

Number of the shares of theCompany held:
3,200 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
2021):
Board of Directors: 10/10
Nominating Committee: 5/5
Remuneration Committee: 9/9(Significant Positions Concurrently Held)
Professor Emeritus, Musashi University
Director, Resona Holdings, Inc.
Reasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Setsuko Egami as a candidate for Outside Director because she is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof highly effective supervision and check functions regarding the Company’s management based on her
objective viewpoint independent from management executives in charge of business affairs by leveraging herabundant knowledge of corporate strategy, marketing strategy, human resources development, etc. Although she
does not have experience of being involved in corporate management other than as an outside officer, theCompany determined that she will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

- 21 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

14

Iwao Taka

OutsideIndependent(March 10, 1956)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1994
Full-Time Lecturer, Faculty of International Economics, Reitaku
University
Apr. 2001
Professor, Faculty of International Economics (currently Faculty of
Economics and Business Administration), Reitaku University
Apr. 2002
Professor, School of International Economics (currently School of
Economics and Business Administration), Chikuro Hiroike Schoolof Graduate Studies, Reitaku University
Apr. 2009
Dean, Faculty of Economics and Business Administration, Reitaku
University
Jun. 2015
Statutory Auditor, Mitsubishi Estate Co., Ltd.
Jun. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)
Apr. 2021
Specially Appointed Professor, School of Economics and Business
Administration, Chikuro Hiroike School of Graduate Studies,
Reitaku University; Specially Appointed Professor, Faculty of
Economics and Business Administration, Reitaku University
Apr. 2022
Senior Assistant Professor, School of Business Administration,
Meiji University (Current position)

Number of the shares of theCompany held:
1,000 shares
Term of office served as theCompany’s Outside Director(at the conclusion of this
General Meeting of
Shareholders):
6 years(Note 3)
Attendance to the meetings ofthe Board of Directors (Fiscal
2021):
Board of Directors: 10/10
Audit Committee: 15/15(Assignments in the Company)
Member of the Audit Committee(Significant Positions Concurrently Held)
Senior Assistant Professor, School of Business Administration, Meiji University
Director, ASKUL Corporation
Audit and Supervisory Board Member, The Dai-ichi Life Insurance Company,
LimitedReasons for Nomination as Candidate for Outside Director and Outline of Expected Roles
The Company has nominated Iwao Taka as a candidate for Outside Director because he is expected to contributeto enhancing the corporate value of the Group on a medium- to long-term basis through the execution of highly
effective supervision and check functions regarding the Company’s management based on his objective
viewpoint independent from management executives in charge of business affairs by leveraging his extensive
knowledge regarding business ethics, compliance, etc. Although he does not have experience of being involvedin corporate management other than as an outside officer, the Company determined that he will be able to carryout the duties of an Outside Director appropriately for the aforementioned reason.

- 22 -

[Translation for Reference and Convenience Purposes Only]
New

Candidate No.

15

OutsideMelanie Brock

Independent(April 10, 1964)

Nominating
Remuneration

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Mar. 2003
CEO, AGENDA (currently Melanie Brock Advisory Ltd.) (Current
Number of the shares of theposition)
Company held:— shares
Mar. 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
Chair, Australian and New Zealand Chamber of Commerce in(at the conclusion of this
General Meeting ofJapan
Shareholders):
Oct. 2010
Regional Manager - Japan, Meat & Livestock Australia— years
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)2021):—
Jul. 2018
Ambassador, Business Sydney, NSW, Australia (Current position)
Jul. 2019
Board Member, Australia-Japan Research Centre (Current position)
Oct. 2019
Global Ambassador, Advance, an initiative supported by AustralianGovernment funding (Current position)(Significant Positions Concurrently Held)
CEO, Melanie Brock Advisory Ltd.
Director of the Board, SEGA SAMMY HOLDINGS INC.
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.

- 23 -

[Translation for Reference and Convenience Purposes Only]
Notes:
1. If this proposal is approved and adopted, the members of the Nominating Committee, Audit Committee andRemuneration Committee, and Chairman will be as follows:
Nominating Committee:
Tsuyoshi Okamoto (Chairman), Masaaki Shirakawa, Setsuko Egami and Melanie Brock
Audit Committee:
Tetsuo Narukawa (Chairman), Noboru Nishigai, Hiroshi Katayama, Shin Nagase and Iwao Taka
Remuneration Committee

2.
3.
4.
5.
6.

7.

8.

9.

:
Masaaki Shirakawa (Chairman), Tsuyoshi Okamoto, Setsuko Egami and Melanie Brock
Noboru Nishigai had served as Director of the Company for two (2) years from June 2017 to June 2019, andhis term of office as Director will be three (3) years in total as of the conclusion of this 123rd Ordinary
General Meeting of Shareholders.
Iwao Taka had served as an Outside Statutory Auditor of the Company during the period from June 2015 toJune 2016, and his term of office as outside officer including that as Outside Statutory Auditor will be seven(7) years as of the conclusion of this 123rd Ordinary General Meeting of Shareholders.
There is no special interest between any of the candidates and the Company.
Tsuyoshi Okamoto, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami, Iwao Taka andMelanie Brock are Candidates for Outside Directors as stipulated in Article 2, paragraph (3), item (vii), of theRegulation for Enforcement of the Companies Act.
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 six (6) Outside Directors currently in office (Tsuyoshi Okamoto, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities tocompensate damages under Article 423, paragraph (1) of the Companies Act. The limitation on liabilityof each Outside Director to compensate damages under such agreements is set out to be either ¥10
million or the respective amounts set forth in the relevant laws and regulations, whichever is higher. If
the appointment of these six (6) candidates is approved, the Company intends to continue the above
liability limit agreements.
2) If the appointment of the candidate, Melanie Brock is approved, the Company will enter into anagreement, in accordance with Article 427, paragraph (1) of the Companies Act, with Melanie Brock tolimit her liability 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 beeither ¥10 million or the respective amounts set forth in the relevant laws and regulations, whichever ishigher.
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.
Tokyo Gas Co., Ltd., at which Tsuyoshi Okamoto served as Director until June 2018, received a cease anddesist order from the Consumer Affairs Agency in July 2017. The order was issued because a leaflet for an
event held in November 2016 contained misleading representation of advantages prohibited under the Act
against Unjustifiable Premiums and Misleading Representations.
Japan Post Holdings Co., Ltd., at which Tsuyoshi Okamoto serves as Outside Director, received anadministrative disposition in accordance with the Act on Japan Post Holdings Co., Ltd. and the same inaccordance with the Insurance Business Act in December 2019 concerning numerous cases of improper- 24 -

[Translation for Reference and Convenience Purposes Only]
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. After the discovery of such case, he has fulfilled the duties by, for example, investigating thefactual information, advising on the implementation of measures to prevent recurrence, etc., when and asnecessary.
10. Yusen Logistics Co., Ltd., at which Setsuko Egami served as Outside Auditor until June 2018, received anadministrative disposition in the Customs Act in January 2017 and the same in the Customs Brokerage Act inMarch of the same year. Although Setsuko Egami had not been aware of the fact until such contravening
operation was discovered, she has constantly called attention to the importance of compliance on suchoccasions as the Board of Directors meetings. After the discovery of the contravention, she has fulfilled theduties by, for example, investigating the factual information, advising on the implementation of measures toprevent recurrence, etc., when and as necessary.
11. MITSUBISHI MOTORS CORPORATION, at which Setsuko Egami served as Outside Director until June
2021, had its certification for the technical intern training plan revoked and received an order for
improvement in January 2019 under the Act on Proper Technical Intern Training and Protection of TechnicalIntern Trainees for not giving technical training to some of the foreign technical interns at its Okazaki Plant
in accordance with the technical training plan certified by the Organization for Technical Intern Training.
Although Setsuko Egami had not been aware of the fact until such contravening operation was discovered,she has constantly called attention to the importance of compliance on such occasions as the Board of
Directors meetings. After the discovery of the contravention, she has fulfilled the duties by, for example,
investigating the factual information, advising on the implementation of measures to prevent recurrence, etc.,
when and as necessary.
12. The Company has appointed six (6) Outside Directors currently in office (Tsuyoshi Okamoto, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) as Independent
Director/Auditor and notified such designation to the Tokyo Stock Exchange in accordance with the rules ofTokyo Stock Exchange, Inc. If the six (6) candidates are appointed, the Company intends to continue their
appointment as Independent Director. If the appointment of the candidate, Melanie Brock is approved, theCompany will appoint Melanie Brock as Independent Director in accordance with the rules of Tokyo Stock
Exchange, Inc.

(For Reference: Supplemental Information regarding the Independence of Setsuko Egami,
the Candidate No. 13 for Directors)
Ms. Setsuko Egami (“Ms. Egami”) had worked for East Japan Railway Company in the past, and the Company
holds shares of East Japan Railway Company as “equity securities held for purposes other than pureinvestments” in the Annual Securities Report. Ms. Egami joined Japan Recruit Center (current Recruit Holdings
Co., Ltd.) in 1983 and after serving, among others, as the Editor-in-Chief of “Travaille” and various other humanresource information magazines, Director of Sanno University’s Open College and a member of the Central
Labor Standards Council, she worked for East Japan Railway Company from September 2001 to June 2005, andshe was contracted as a part-time advisor by East Japan Railway Company until June 2009. After resigning from
East Japan Railway Company in June 2005, she became active in the research and academic circles, having
served as a visiting professor of Waseda University from April 2006 and currently serving as professor ofMusashi University from April 2009. As described above, Ms. Egami’s service at East Japan Railway Company
was limited to a single period of time in her varied career, and based on the fact that at the time she wasappointed as Outside Director of the Company in June 2015, it had been approximately 10 years since she
resigned from East Japan Railway Company, and, presently, it has been 17 years since she resigned from the said
company (13 years since resigning from the office of advisor), the Company believes that Ms. Egami does nothave a relationship of interest with the said company.
According to provisions of the Companies Act, which were revised in 2014, the requirements for outside status
shall be fulfilled in the case of a person with experience working at the company provided that 10 years havepassed since their retirement from that position. Therefore, Ms. Egami sufficiently satisfies the requirements of
independence even when assessing her status from the perspective of the “cooling-off period.”
On that basis, the Company believes that Ms. Egami also meets the Appointment Standards for Candidates for
Directors and the Standards for the Independence of Outside Directors, which have been established by theCompany, and that her independence has been adequately ensured.
- 25 -

[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, understandthe Group’s basic mission of contributing to the creation of a truly meaningful society by building attractive,
environmentally sound communities where people can live, work and relax with contentment, and have theskills necessary to implement the management strategies, while possessing the qualities and capabilities tocontribute to enhancing the Company’s medium- to long-term, sustainable corporate 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 andknowledge enabling objective and fair judgments, based on the perspective that they would contribute to thecommon interests of the shareholders without bias toward the interest of any particular party of interest, andfor 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 for independence
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.

- 26 -

[Translation for Reference and Convenience Purposes Only]

Attached Documents
Business Report(April 1, 2021, through March 31, 2022)
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, 2022 increased by ¥141,894 million from theprevious fiscal year to ¥1,349,489 million mainly due to increases in revenue and profit from the salesof properties in the office buildings, the logistics facilities and the international businesses, increases inrevenue and profit from new building leasing, the recovery of the retail facility and hotel businesses,
which were affected by the spread of COVID-19, and increases in the fee revenue from the investment
management business. Operating profit increased by ¥54,583 million from the previous fiscal year to¥278,977 million and ordinary profit increased by ¥42,744 million from the previous fiscal year to¥253,710 million.
As to extraordinary income and losses, extraordinary income of ¥20,189 million was recorded mainly
due to gain on sale of investment securities, whereas extraordinary losses of ¥20,120 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 ¥155,171 million, an increaseof ¥19,516 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)
760,658
380,959
121,234

Composition ratio
(%)
55.2
27.7
8.8

46,702

3.4

57,7804.2

10,134(27,979)
1,349,489

0.7(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 ¥760,658 million (Up 13.1% year on year)
Scope of Main Businesses: Development, leasing and management of office buildings, commercial
complexes, logistics facilities, hotels, etc.
Operation of airport facilities
Parking lot operation
District heating and cooling business
Progress of Marunouchi Redevelopment Project
We position urban development around the Otemachi, Marunouchi and Yurakucho areas (Marunouchiarea) after 2020 as the Marunouchi NEXT Stage, focusing on the improvements in the Yurakucho andTokiwabashi areas. We also promote urban development based on the Marunouchi Re-design while we
redefined the role and specific strategies required for urban development in Marunouchi area in March
2022. We will promote various measures based on the following five strategies for urban development
to accelerate the Marunouchi NEXT Stage: “providing diverse places,” “diverse themes andcommunities,” “connecting and transmitting information from various aspects,” “triggering creative
activities,” and “realizing a digital vision and smart city.” We will promote a variety of measures tocreate 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)” was completed at the end of June 2021, and“TOKYO TORCH Park,” promoting the charms of all of Japan, and “TOKYO TORCH Terrace,” acommercial zone with a large outdoor terrace space, opened in July 2021. In addition, construction of
the “Zenigamecho Building (Building D)” was completed at the end of March 2022, and delivery of thebuilding to the Tokyo Metropolitan Government Sewerage Bureau was completed.
“Torch Tower (Tower B),” scheduled for completion in 2027, will include an observation deck withoutdoor space, a super luxury hotel (approximately 100 rooms), the first luxury rental residence in the
Marunouchi area (approximately 50 units), and a large hall with approximately 2,000 seats to behoused.
In the Yurakucho area, we have decided to launch a plan to rebuild the “Yurakucho Building” and the“Shin-Yurakucho Building” as the first phase of Yurakucho reconstruction, aiming to realize “ashowcase for urban renewal based on culture, art, and MICE.”
Moreover, we have also started demolition work in April 2021 on the “Uchikanda 1-chome Project(tentative name),” which aims to improve circulation in the Kanda-Otemachi area by constructing a
1,000m2 plaza, eliminating power poles in the Uchikanda area, and bridging a humanitarian bridge to
the Nihonbashi River, and thereby will extend the function of “Naka-dori Avenue” running north-south
through the Marunouchi area to the Kanda area.
Progress of Development and Operation BusinessWe have completed construction of two “CIRCLES” properties, which we have been developing andwill start supplying in 2019 as compact offices with a high level of design and comfort for growing
companies that have outgrown shared offices and other small offices.
Construction of “Osaka Mitsubishi Building Reconstruction Project (tentative name)” (Osaka-shi), a
project to reconstruct an office and hotel complex, started in October 2021. In July 2021, construction
began on the “Minami-Aoyama 3-chome Plan (tentative name)” (Minato-ku, Tokyo), which aims tocreate a new office space where people can gather naturally and work in a variety of environments.
As for logistics facilities, construction of “Logicross Kasukabe” (Kasukabe-shi, Saitama),“Logista•Logicross Ibaraki Saito block A” and “Logista•Logicross Ibaraki Saito block B” (Ibaraki-shi,
Osaka) was completed in May 2021, “Logicross Funabashi” (Funabashi-shi, Chiba) in December 2021,and “Logicross Zama Komatsubara” (Zama-shi, Kanagawa) in March 2022, and in November 2021,
construction began on logistics facility with freezing and refrigeration functions, “Logicross Osaka
Katano” (Katano-shi, Osaka).
In the hotel development business, the Company opened “HOTEL OKURA KYOTO OKAZAKI
BETTEI” (Kyoto-shi), a 60-room small luxury hotel incorporating Kyoto’s traditional crafts and culture
into its design in January 2022, and “NEST HOTEL NAHA NISHI” (Naha-shi, Okinawa), theCompany’s first development project in Okinawa, in March 2022. In the hotel management business,
Royal Park Hotels and Resorts Company, Limited continued to develop the “Royal Park Hotels” brand- 28 -

[Translation for Reference and Convenience Purposes Only]
by opening “The Royal Park Canvas Kyoto Nijo Park” (Kyoto-shi) in June 2021 and “The Royal Park
Canvas Sapporo Odori Park” (Sapporo-shi) in October 2021.
In addition, the Group companies recorded building rental revenues of Tokyo Ryutsu Center Inc., whichstarted reconstruction of “Distribution A Building” in December 2021, building rental revenues ofMitsubishi Estate·Simon Co., Ltd., building rental revenue of Sunshine City Corporation, and revenue
from the building operation, management and consignment, etc., of Mitsubishi Jisho Property
Management Co., Ltd.

- 29 -

[Translation for Reference and Convenience Purposes Only]
Residential Business
Operating Revenue:
Total ¥380,959 million (Up 5.0% year on year)
Scope of Main Businesses: Development, sale, leasing, management and renovation of condominiums
and single-unit houses, etc.
Consignment in sales of real estate
Development of new towns
Operation of leisure facilities
Design and contract construction of custom-built houses
Mitsubishi Estate Residence Co., Ltd. recorded revenue from sales of condominium complexes such as
the Parkhouse Mita Garden Residence and Tower (Minato-ku, Tokyo), the Parkhouse Ichigaya Kagacho
Residence (Shinjuku-ku, Tokyo), the Parkhouse Takanawa Tower (Minato-ku, Tokyo), and theParkhouse Shin-Urayasu Marine Villa (Urayasu-shi, Chiba). Segment revenue also included
condominium management consignment revenue from Mitsubishi Jisho Community Co., Ltd. andrevenue from the custom-built housing business at Mitsubishi Estate Home Co., Ltd.
International Business
Operating Revenue:
Total ¥121,234 million (Up 5.9% year on year)
Scope of Main Businesses: Overseas real estate development, sales, leasing and management“Rose Hill,” a residential condominium in New York, and “Middlesex,” a logistics facility in New
Jersey, were completed. In Asia, we completed “ALPHA PARK,” a large-scale office development
project in Zhejiang, China, “CapitaSpring,” a large-scale mixed-use development project in central
Singapore, and “Trinity Tower,” the first large-scale office development project in Indonesia completed
in Jakarta. In addition, we participated in the first data center project in the U.S. in Virginia, and in
Sydney, Australia, we started construction of “Parkline Place,” a premium office development project
designed to enhance well-being.
Furthermore, in May 2021, as a starting point for further business development in Oceania, Mitsubishi
Estate Asia Pte. Ltd. commenced operations at its Australian branch in Sydney, Australia.

- 30 -

[Translation for Reference and Convenience Purposes Only]
Investment Management Business
Operating Revenue:
Total ¥46,702 million (Up 110.3% 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 ¥57,780 million (Up 3.0% 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 Sekkei 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.

- 31 -

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

Business Segment

2021/3 Results
OperatingOperating
Revenue
Profit(Millions of yen)2022/3 Results
OperatingOperating
Revenue
ProfitCommercial Property Business

672,441

180,775

760,658

189,909

Residential Business

362,755

24,068

380,959

30,173

International Business

114,457

37,932

121,234

55,816

Investment Management Business

22,1995,966

46,702

26,537

Architectural Design/Engineering &Real Estate Services

56,064959

57,780

2,802

Other

9,055

(1,089)10,134(1,683)(29,378)(24,219)(27,979)(24,578)

1,207,594

224,394

1,349,489

278,977

Eliminations
Total- 32 -

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

Category

2019/3 Results(April 2018
through March
2019)

2020/3 Results(April 2019
through March
2020)

2021/3 Results(April 2020
through March
2021)(Millions of yen)2022/3 Results(April 2021
through March
2022)

Operating Revenue

1,263,283

1,302,196

1,207,594

1,349,489

Operating Profit

229,178

240,768

224,394

278,977

Ordinary profit

206,587

219,572

210,965

253,710

Profit attributable to
Owners of Parent

134,608

148,451

135,655

155,17196.97

108.64101.34116.45

Total Assets

5,774,193

5,858,236

6,072,519

6,493,917

Net Assets

1,957,105

1,941,206

2,061,447

2,236,432

Net Assets per Share (Yen)

1,275.54

1,295.83

1,383.47

1,514.58

Earnings per Share (Yen)

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 2022/3
Results are the figures after these accounting standards have been applied.

- 33 -

[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.
With regard to the promotion of women’s activities, in the current fiscal year, we examined what weshould aim for in the future and upwardly revised the target level of the ratio of female managers over the
medium to long term. We will continue to make efforts to achieve this target.
To realize a decarbonized society, we established new group-wide targets for reducing CO2 and othergreenhouse gases in March 2022 in accordance with the new standards defined by SBTi (The Science Based
Targets initiative), and announced our goal of net-zero emissions by 2050. In the fiscal year ended March
31, 2022, we are gradually switching to electricity derived from renewable energy sources, mainly in the
Marunouchi area, and by the fiscal year ending March 31, 2023, we will switch all electricity at all of ouroffice buildings and commercial facilities in Tokyo and Yokohama to electricity derived from renewableenergy sources.
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.
We will continue to make the investments necessary for the growth of each business to realize the goals of
the Long-Term Management Plan, although we need to keep a close eye on such factors as the rapid spreadof variants of COVID-19, changes in corporate office strategies and work styles due to the development oftelework, price trends including construction costs, interest rate trends, and economic conditions due tooverseas policies and geopolitical trends. In addition, we will strengthen our efforts to create new value by
providing services that enable flexible office use for diversifying work styles and managing hotels andcommercial facilities in response to changes in consumer behavior, and we will address issues that haveemerged 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.

- 34 -

[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- 35 -

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

Strengths

Leverageexisting strengths

1. Domestic Asset Business

Grow international
business

Adapt to a changing future

2. International Asset Business3. Non-asset Business

Build a more efficient and market-resilient business portfolio
Goal

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

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

ROE

EPS

5%

10%

¥200

Shareholder Return

Financial Stability

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

Maintain current level ofcredit ratings

Will adjust to business conditions*1 ROA = Business Profit*2 / Total assets (average of opening/closing balances)*2 Business Profit = Operating Profit + Share of profit (loss) of entities accounted for using equity method- 36 -

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the consolidated fiscal year under review, total capital expenditures of ¥329.1 billion were made mainly
for the new construction of the 8 Bishopsgate (tentative name) and the TOKYO TORCH (Tokyo Tokiwabashi
Project), as well as the acquisition of the Toyosu 4-2 development project (tentative name) and other buildings.
(Millions of yen)
2019/32020/32021/32022/3
Capital Expenditures
285,089
331,857
319,841
329,115
5. Situation of Financing
Category
Beginning BalanceEnding Balance
Short-Term Borrowings and1,663,287
1,860,543
Long-Term Borrowings
Commercial Papers
50,000―Bonds Payable
810,759876,335
Total
2,524,047
2,736,878
Note: Bonds payable above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease
197,255(50,000)
65,576
212,831

With respect to bonds payable, the Company issued unsecured bonds of ¥70.0 billion in June 2021 and¥60.0 billion in February 2022.
6. Situation of Major Lenders (As of March 31, 2022)(Millions of yen)
Balance of Borrowings

Name of Lender
MUFG Bank, Ltd.
The Norinchukin Bank
Mizuho Bank, Ltd.

448,145
112,297
110,894

7. Situation of Important Business Reorganization, etc.
(1) Situation of Business Transfer, Absorption-type Company Split or Incorporation-type Company Split
Not applicable(2) Situation of Acceptance of Other Company’s BusinessNot applicable(3) Situation of Assumption of Rights and/or Liabilities regarding Businesses of Other Legal Entities, etc.,
due to Absorption-type Merger or Absorption-type Company Split･ Royal Park 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 throughan absorption-type merger with the Company as the surviving company and Royal Park Hotel Co., Ltd.
as the absorbed company.
･ Mitsubishi Jisho Property Management Co., Ltd., the Company’s subsidiary, plans to reinforce theoperation and management functions for its commercial complexes, and implemented an absorptiontype merger as a surviving company with Mitsubishi Jisho Retail Management Co., Ltd., its subsidiary,as an absorbed company as of April 1, 2021.
(4) Situation of Acquisition or Disposition of Shares or Other Equity Interests or Share Acquisition Rights
Issued by Other Corporations･ With the aim of evolving integrated and organic group hotel management, in August 2021, the Company
acquired the shares of Royal Park Hotel Co., Ltd., its subsidiary, through a share exchange, and as a
- 37 -

[Translation for Reference and Convenience Purposes Only]
result, Royal Park Hotel Co., Ltd. became a wholly owned subsidiary of the Company.
(5) Situation of Other Important Business Reorganization, etc.
Not applicable
8. Situation of Material Subsidiaries (As of March 31, 2022)(1) Situation of Material Subsidiaries
The Company’s
Paid-in CapitalCompany Name
Investment Ratio(Millions of yen)
Note 1 (%)
Mitsubishi Estate ResidenceCo., Ltd.

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

2,400

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

450

100.00300

100.00Mitsubishi Jisho Sekkei Inc.

300

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

100

100.00

100

71.47

2,775

65.59

Sunshine City Corporation

19,20063.20

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

249

60.00

4,000

58.40

US$1,640
thousand

100.00UK￡487,462
thousand

100.00

S$392,644
thousand

100.00

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

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

Notes:
1. The Company’s investment ratio (%) above is calculated including investments through its
subsidiaries, etc.
2. In April 2021, the Company acquired additional shares of Tokyo Ryutsu Center Inc.
3. 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.

- 38 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Specified Wholly-Owned Subsidiaries
Not applicable(3) Results of Corporate Affiliations
The Company’s consolidated subsidiaries totaled two hundred and fifty-two (252), and one hundred andtwenty-two (122) companies were accounted for by the equity method.
The results of corporate affiliations during the consolidated fiscal year under review are as stated in
the aforementioned “1. Progress and Results of Operations.”
9. Main Offices, etc. (As of March 31, 2022)(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
Company Name
Mitsubishi Estate Residence Co., Ltd.
Mitsubishi Real Estate Services Co., Ltd.
Mitsubishi Estate Home Co., Ltd.
Mitsubishi Jisho Property Management Co., Ltd.
Mitsubishi Jisho Sekkei Inc.
Royal Park Hotels and Resorts Co., Ltd.
Mitsubishi Jisho Community Co., Ltd.

Marunouchi Heat Supply Co., Ltd.

Location of Offices
Tokyo, Kanagawa, Osaka, Aichi, Hiroshima,
Fukuoka
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Hiroshima, Fukuoka, Kagoshima
Tokyo, Osaka
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Ishikawa, Hiroshima, Fukuoka
Tokyo, Kanagawa, Osaka, Aichi, Hokkaido,
Miyagi, Hiroshima, Fukuoka, Kagoshima
Tokyo
Tokyo, Kanagawa, Chiba, Saitama, Osaka, Kyoto,
Hyogo, Aichi, Hokkaido, Miyagi, Okayama,
Hiroshima, Fukuoka, Okinawa
Tokyo

Sunshine City CorporationTokyo
Mitsubishi Estate·Simon Co., Ltd.
Tokyo
Tokyo Ryutsu Center Inc.
Tokyo
MEC Group International, Inc.
United States, etc.
Mitsubishi Estate Europe Ltd.
United Kingdom
Mitsubishi Estate Asia Pte. Ltd.
Singapore, etc.
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.

- 39 -

[Translation for Reference and Convenience Purposes Only]
10. Status of Employees (As of March 31, 2022)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Number of Employees
Commercial Property Business
3,948
Residential Business
3,392International Business
363
Investment Management Business
304
Architectural Design & Engineering Business and
1,448
Real Estate Services Business
Other
426
Corporate (shared)
321
Total
10,202
Notes:
1. The above figures indicate the number of regular workers (excluding temporary employees).
2. The figure stated in “Corporate (shared)” indicates the number of employees who belong toadministrative departments, which cannot be categorized as specified business segments.
(2) Situation of Employees of the Company
Increase/Decrease from the
Number of Employees
Previous Fiscal Year-End
974

Average Age
40 years andseven (7) months+94

Average Years ofService
14 years andten (10) months

Note: The above figures indicate the number of regular workers (excluding temporary employees).
11. Other Important Matters regarding the Current Situation of the Mitsubishi Estate GroupNot applicable- 40 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2022)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000(2) Total Number of Issued Shares:
1,391,478,706(including 68,852,376 shares of treasury stock)(3) Number of Shareholders:(4) Major Shareholders (Ten (10) Largest Shareholders)

73,602
Investment in the Company
Number of Shares
Investment Ratio
Held (Thousands)(%)

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

228,398

17.26

Custody Bank of Japan, Ltd. (Trust account)

67,952

5.13

Meiji Yasuda Life Insurance Company

42,194

3.19

JP MORGAN CHASE BANK 380055

41,1093.10

SSBTC CLIENT OMNIBUS ACCOUNT

25,134

1.90

21,291

1.60

18,1501.37

JPMorgan Securities Japan Co., Ltd.

17,903

1.35

Obayashi Corporation

16,422

1.24

Shimizu Corporation

16,367

1.23

STATE STREET BANK WEST CLIENT - TREATY
505234
Takenaka Corporation

Note: The investment ratio is calculated after deducting the shares of treasury stock from the issued
shares of the Company.
(5) Situation of Shares Delivered to Corporate Executive Officers and Executive Officers in Compensation
for the Execution of Duties during the Fiscal Year under Review･ The Company has delivered 150,390 shares of the Company’s common stock as medium-to-longterm performance-based remuneration (restricted stock compensation) to Corporate Executive
Officers, Executive Officers and Group Executive Officers on May 21, 2021. The restricted stockcannot be transferred, used to create a security interest or otherwise disposed of until June 30, 2024.
･ 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.
Category
Corporate Executive Officers(including Corporate Executive Officers who
concurrently serve as Directors)

Number of Deliverees

Number of Shares
Delivered

16

88,734

Note: Includes 4,344 shares acquired gratis by the Company from among the number of allotted sharesfor one Corporate Executive Officer who retired on June 29, 2021.
(6) Other Important Matters regarding the Shares･ In order to improve capital efficiency and shareholder value as part of the capital policy in the longterm management plan, at the Board of Directors meeting held on April 8, 2021, a resolution was- 41 -

[Translation for Reference and Convenience Purposes Only]
passed to purchase shares of treasury stock at a total cost of no more than ¥30.0 billion or acquire up
to 22,000,000 shares through the market purchase of the Company’s common stock available on theTokyo Stock Exchange during the period from April 9, 2021 to March 31, 2022. Based on thisresolution, a total of 17,490,000 shares (total acquisition cost of approximately ¥30.0 billion) wererepurchased by March 24, 2022.
･ With the aim of evolving integrated and organic group hotel management, in August 2021, theCompany acquired the shares of Royal Park Hotel Co., Ltd., its subsidiary, through a share exchangeusing 1,368,010 shares of treasury stock, and as a result, Royal Park Hotel Co., Ltd. became a wholly
owned subsidiary of the Company.

- 42 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Share Acquisition Rights, etc.
(1) Situation of Share Acquisition Rights Delivered in Compensation for the Execution of Duties, which
are Held by Officers of the Company (As of March 31, 2022)
Number ofClass and Number ofDate of
Share
Shares Subject to
Resolution
AcquiShare Acquisition
on IssuancesitionRightsRightsIssue Price ofShare
Acquisition
RightsAmount to be
Paid upon
Exercise ofShare
Acquisition
RightsDirectors and Corporate
Conditions Executive Officers (Excluding
Exercise Period
for Exercise Outside Directors) (Note 1)of Shareof ShareNumber of theAcquisition
Acquisition Number ofshare
RightsRightsholders
acquisitionrights held

July 26,
2007

2

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

August 14, 2007
toAugust 13, 2037

Note 3

1

2

July 31,2008

3

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

August 16, 2008
toAugust 15, 2038

Note 3

1

3

July 31,2009

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

August 18, 2009toAugust 17, 2039

Note 3

1

6

July 30,
2010

7

Common stock:
7,000
Note 2¥1,083 per share¥1 per share

August 17, 2010
toAugust 16, 2040

Note 3

1

7

July 29,2011

17

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

August 16, 2011
toAugust 15, 2041

Note 3

2

17

July 31,2012

19

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

August 16, 2012
toAugust 15, 2042

Note 3

2

19

July 31,2013

14

Common stock:
14,000Note 2¥2,338 per share¥1 per share

August 16, 2013
toAugust 15, 2043

Note 32

9

July 31,2014

19

Common stock:
19,000Note 2¥2,264 per share¥1 per share

August 16, 2014
toAugust 15, 2044

Note 3

3

12

July 31,2015

21

Common stock:
21,000Note 2¥2,690 per share¥1 per share

August 18, 2015
toAugust 17, 2045

Note 33

12Notes:
1. No Outside Directors of the Company hold the share acquisition rights issued by the Company.
2. The number of the shares subject to a share acquisition right is 1,000.
3. Conditions for exercise of the share acquisition rights* A qualified person entitled to the share acquisition rights may exercise his/her share acquisitionrights only within the exercise period set forth above on and after the day following the date when
he/she steps down from any and all the positions of Director, Corporate Executive Officer,
Statutory Auditor, Executive Officer or Group Executive Officer of the Company. Provided,
however, that the qualified person entitled to the share acquisition rights may exercise the rights
only for a period of five (5) years reckoning from the day following the date when he/she steps
down from any and all of such positions.
* Regardless of the above provision, if the General Meeting of Shareholders of the Company
approves a proposal of (i) a contract of merger in which the Company will be an extinct company
or (ii) a share exchange contract or a share transfer plan by which the Company becomes awholly-owned subsidiary of another company (or a resolution of the Board of Directors is adopted
in the case where such a resolution of the General Meeting of Shareholders is not required), thequalified person entitled to the share acquisition rights may exercise his/her share acquisitionrights only for a period of fifteen (15) days reckoning from the day following the date when the
proposal concerned was approved.
* In case a qualified person entitled to the share acquisition rights has waived his/her offered shareacquisition rights, he/she cannot exercise such offered share acquisition rights.
* The share acquisition rights shall not be allowed to be assigned, pledged or otherwise disposed of,for the benefit of any third party.
* If a qualified person entitled to the share acquisition rights dies, his/her heir may exercise the shareacquisition rights subject to the conditions stipulated in the Agreement for Allotment of Share
Acquisition Rights.
- 43 -

[Translation for Reference and Convenience Purposes Only]* Other applicable conditions and details for exercising the share acquisition rights shall be
stipulated in the Agreement for Allotment of Share Acquisition Rights.
4. Other* The Company has not issued share acquisition rights since fiscal 2016.
(2) Situation of Share Acquisition Rights Delivered to Employees, etc., during the Fiscal Year inCompensation for the Execution of Duties
Not applicable(3) Other Important Matters relating to Share Acquisition Rights
Not applicable- 44 -

[Translation for Reference and Convenience Purposes Only]
3. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2022)

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Hitoshi Kubo
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization

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

Noboru Nishigai

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

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

Shin Ebihara

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

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

Tetsuo Narukawa

Director

Director, Okasan Securities Co., Ltd.

Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee
Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 45 -

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

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

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Specially Appointed Professor, School of
Economics and Business Administration,
Chikuro Hiroike School of Graduate
Studies, Reitaku University; Specially
Appointed Professor, Faculty of
Economics and Business Administration,
Reitaku University; Director, ASKULCorporation; and Audit and Supervisory
Board Member, The Dai-ichi Life
Insurance Company, Limited

Notes:
1. Directors Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama and Hitoshi Kubo
concurrently serve as Corporate Executive Officers.
2. Directors Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase,
Setsuko Egami and Iwao Taka are Outside Directors.
3. The officially registered name of Director Setsuko Egami is Setsuko Kusumoto.
4. Directors Jo Kato and Noboru Nishigai are full-time Audit Committee members. The Company
appoints full-time Audit Committee members from the perspective of ensuring the effectiveness of
the Audit Committee audits.
5. Audit Committee member Jo Kato has experience working for the accounting department of theCompany and considerable knowledge of finance and accounting.
6. Director Setsuko Egami has retired from the position of Director of MITSUBISHI MOTORSCORPORATION as of June 23, 2021.
7. At the conclusion of the 122nd Ordinary General Meeting of Shareholders held on June 29, 2021,
Directors Bunroku Naganuma and Toru Okusa retired from their positions due to expiration of theirterms of office.
8. At the 122nd Ordinary General Meeting of Shareholders held on June 29, 2021, Hitoshi Kubo andNoboru Nishigai were newly elected as Directors, and assumed office on the same day.
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, Shin Ebihara, Tetsuo
Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities
to compensate damages under Article 423, paragraph (1) of the Companies Act. Limitation on
liability of each Director to compensate damages under such agreements is set out to be either ¥10
million or the respective amounts set forth under the laws and regulations, whichever is higher.
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. Directors andExecutive Officers, etc. of domestic subsidiaries are added to the insured as of January 1, 2022.
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, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa,Shin Nagase, Setsuko Egami and Iwao Taka as independent directors as stipulated by the Tokyo
Stock Exchange and other exchanges and made such notification of these officers to the Tokyo
Stock Exchange and other exchanges.
- 46 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Corporate Executive Officers (As of March 31, 2022)
Name
Junichi Yoshida

Junichi Tanisawa

Tetsuji Arimori

Hidemi Waki

Futoshi Chiba

Hiroshi Katayama

Kenji Hosokane

Keiji Takano

Positions

Assignments in the Company and Material
Concurrent Positions

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

- 47 -

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Atsushi Nakajima

Senior Executive Officer

Yuji Fujioka

Senior Executive Officer

Bunroku Naganuma

Senior Executive Officer

Toru Kimura
Yutaro Yotsuzuka

Senior Executive Officer
Senior Executive Officer

Ikuo Ono

Senior Executive Officer

Hitoshi Kubo

Corporate Executive
Officer

Assignments in the Company and Material
Concurrent Positions
a. Responsible for Project Planning
Department;
b. Responsible for Urban Project
Development Department;c. Responsible for Logistics Facilities
Development Department; andd. Responsible for Hotel Business
Department
Responsible for Airport Business
Department
a. 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 Brancha. Supervising International Business Group;b. Responsible for International Business
Planning Department;c. Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andd. Chairman and Director, MEC GroupInternational, Inc.
a. Responsible for Business Creation
Department; andb. Responsible for DX Promotion Department
a. Responsible for Human Resources
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & ComplianceDepartment;
d. Responsible for Compliance, Risk
Management and Disaster Prevention

Notes:
1. Corporate Executive Officers Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama
and Hitoshi Kubo concurrently serve as Directors.
2. Corporate Executive Officer Tetsuji Arimori, Hidemi Waki and Hiroshi Katayama retired from theposition due to expiration of tenure on March 31, 2022.
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. Directors andExecutive Officers, etc. of domestic subsidiaries are added to the insured as of January 1, 2022.
- 48 -

[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.)- 49 -

[Translation for Reference and Convenience Purposes Only]
Situation of Directors and Corporate Executive Officers as of April 1, 2022 is as follows:[Directors]

Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Junichi Yoshida
Junichi Tanisawa

Director
Director

Hitoshi Kubo
Tetsuji Arimori
Hiroshi Katayama
Jo KatoDirector
Director
Director
Director

Name

Material Concurrent Positions
Chairman, The Association for Real Estate
Securitization

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

Noboru Nishigai

Director
Member of the Audit
Committee

Tsuyoshi Okamoto

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

Shin Ebihara

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

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

Tetsuo Narukawa

Director

Director, Okasan Securities Co., Ltd.

Member of the Audit
Committee (Chairman)

Masaaki Shirakawa

Director
Member of theNominating Committee
Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 50 -

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

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

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Senior Assistant Professor, School ofBusiness Administration, Meiji University;
Director, ASKUL Corporation; and Audit
and Supervisory Board Member, The Daiichi Life Insurance Company, Limited[Corporate Executive Officers]
Name
Junichi Yoshida

Junichi Tanisawa

Futoshi Chiba

Kenji Hosokane

Atsushi Nakajima

Yuji Fujioka

Keiji Takano

Positions

Assignments in the Company and Material
Concurrent Positions

Representative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a. Assistant to the President;
Executive Officerb. Supervising Commercial Property Business
Deputy PresidentGroup;
c. Responsible for Commercial Property
Business Planning Department;
d. Responsible for Commercial Property
Business Strategy Department;
e. Responsible for Content Business Planningand Operation Department; andf. President, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Representative Corporate a. Supervising Business Development, Client
Executive Officer
Relations & Solutions Group;
Executive Vice President b. Responsible for Client Strategy Planning
Department;c. Responsible for Office Leasing and Tenant
Relations Department
Representative Corporate a. Responsible for Project Planning
Executive Officer
Department;
Executive Vice President b. Responsible for Urban Project
Development Department;c. Responsible for Logistics Facilities
Development Department; andd. Responsible for Hotel Business
Department
Representative Corporate a. Responsible for Corporate Planning
Executive Officer
Department; andExecutive Vice President b. Responsible for Sustainability
Management and Promotion Department
Representative Corporate
Responsible for Airport Business
Executive Officer
Department
Executive Vice President
Senior Executive Officer a. Supervising Investment Management
Group;
b. Responsible for Investment Management
Business Department; andc. Director, MEC Group International, Inc.

- 51 -

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Bunroku Naganuma

Senior Executive Officer

Toru Kimura
Yutaro Yotsuzuka

Senior Executive Officer
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 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 Brancha. Supervising International Business Group;b. Responsible for International Business
Planning Department;c. Director Deputy President, Mitsubishi
Estate Residence Co., Ltd.; andd. Chairman and Director, MEC GroupInternational, Inc.
a. Responsible for Business Creation
Department;
b. 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;
b. Responsible for Facility Management
Planning Department;c. Responsible for xTECH Leasing andPromotion Department;
d. Responsible for Flexible Workspace
Planning and Operation Department;
e. Responsible for Museum Management
Office; andf. 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, Risk
Management and Disaster Prevention

Note: Corporate Executive Officers Naoki Umeda and Haruhiko Araki took office as Corporate
Executive Officers on April 1, 2022.

- 52 -

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

Number of Persons

Directors(of which Outside Directors)
Corporate Executive Officers
Total

11
(7)
16
27

Amount Paid
(Millions of yen)
369
(108)
1,139
1,509

Notes:
1. The above includes one Director who retired at the conclusion of the 122nd Ordinary General
Meeting of Shareholders held on June 29, 2021 and one Executive Officer who retired on the samedate.
2. Remuneration for the Directors concurrently serving as Corporate Executive Officer is included in
the remuneration for Corporate Executive Officers.
3. The Company pays no salary as employees to Directors and Corporate Executive Officers.
4. All the remuneration for the Company’s Directors is basic remuneration in the form of money.
5. Of the above amounts paid, the amounts of remuneration paid to sixteen (16) Corporate Executive
Officers by type are as follows:(1) Monetary remuneration
Basic remuneration: ¥622 million
Single-year performance-based remuneration: ¥298 million
Medium-to-long-term performance-based remuneration (phantom stock): ¥58 million(2) Non-monetary remuneration
Medium-to-long-term performance-based remuneration (restricted stock compensation):¥159 million
6. 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:
Operating Profit
EBITDA
ROA
ROE

Results¥224,394 million¥331,821 million
3.8%
7.6%

7. 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 (¥1,743), dividing suchproduct by the issue price (¥1,798), and then multiplying such quotient by the vesting ratio- 53 -

[Translation for Reference and Convenience Purposes Only]
corresponding to the Company’s TSR rank (4th, 40%).
8. 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.”
9. The Outside Directors of the Company do not receive remuneration as directors from any of theCompany’s subsidiaries.
(4) Policy Concerning Decisions on the Amounts of Remuneration, etc., Paid to Officers
The Company’s decision policy for the details of remuneration, etc. for each Director and Corporate
Executive Officer has been resolved by the Remuneration Committee. The Remuneration Committee
also confirmed that the method for deciding the details of remuneration, etc. paid to each Director andCorporate Executive Officer for the fiscal year under review and the details of decided remuneration
are consistent with the said decision policy, and therefore judged that the remuneration, etc. paid toeach Director and Corporate Executive Officer for the fiscal year under review are in line with thedecision policy.
The policy concerning decisions on the amounts of remuneration, etc., paid to Officers is as follows.
1) Procedures for deciding remuneration paid to Officers
The policy concerning decisions on the details of remuneration paid to Directors and Corporate
Executive Officers of the Company and the details of remuneration for each person shall be decided
upon by a resolution at the Remuneration Committee which is comprised solely of Outside Directors.
2) The basic policy for deciding remuneration for Officers
The basic policy for deciding remuneration for Directors and Corporate Executive Officers of theCompany is as follows.
 The remuneration system shall be the one that is linked with our medium- to long-term performancetargets, etc., aimed at in the management strategy and the Medium-Term Management Plan andrealizes sustained corporate value improvement and sharing of values with our shareholders.
 The remuneration system shall be the one that allows for giving incentives to management
executives’ taking up of challenges and appropriate risk taking in line with the strategy targets andexpectations of shareholders and other stakeholders.
 The remuneration system shall be the one that makes it possible to fulfill the high accountability forthe benefit of our shareholders and other stakeholders through objective deliberations and judgments
at the Remuneration Committee.
3) Remuneration systems for Officers
The remuneration systems for Directors and Corporate Executive Officers shall be separately
established in consideration of respective functions and roles to be fulfilled for the purpose ofachieving the sustained corporate value improvement. In addition, Directors who concurrently serve as
Corporate Executive Officers shall be paid remuneration as Corporate Executive Officers.
 Directors (excluding Directors who concurrently serve as Corporate Executive Officers)
In consideration of their function and role of supervising performance of duties by Corporate
Executive Officers and Directors, they shall receive, in principle, only basic remuneration in theform of money, and the standards shall be decided upon individually taking into account factors
such as position and responsibilities as Directors and whether they are full-time or part-time.
 Corporate Executive Officers
In consideration of their function and role of taking charge of business execution of the Company,
their remuneration shall, in principle, be comprised of basic remuneration and variable
remuneration.
Variable remuneration is comprised of monetary compensation that is paid based on short-term
performance, etc., and stock compensation, etc., (including monetary compensation paid based on
indicators such as stock price) that is paid with a view to realizing the medium- to long-term sharingof values with shareholders.
The standards and ratio of basic remuneration and variable remuneration, valuation indicators forvariable remuneration and other matters shall be decided upon taking into account medium- to longterm performance targets, etc., aimed at in the management strategy and the Medium-Term
Management Plan and factors such as position and responsibilities as Corporate Executive Officers.

- 54 -

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

Shin Ebihara

Tetsuo Narukawa

Masaaki Shirakawa

Shin Nagase

Setsuko Egami

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 10/10
Meetings of Nominating
Committee: 5/5
Meetings of Remuneration
Committee: 9/9

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: 10/10
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 5/5
executives who are in charge of executing
Meetings of Remuneration
business affairs by leveraging his wealth ofCommittee: 9/9
international experience, knowledge, etc. gained
through his extensive years as a diplomat.
Meetings of the Board of
He executed supervision and check functions
Directors: 10/10
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: 10/10
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 5/5
executives who are in charge of executing
Meetings of Remuneration
business affairs by leveraging his knowledge on
Committee: 9/9
finance and economy, etc., gained through his
experience in a central bank.
Meetings of the Board of
He executed supervision and check functions
Directors: 10/10
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: 10/10
regarding the Company’s management throughappropriate questions and/or remarks from an
Meetings of Nominating
objective viewpoint independent of management
Committee: 5/5
executives who are in charge of executing
Meetings of Remuneration
business affairs by leveraging her abundantCommittee: 9/9
knowledge of corporate strategy, marketingstrategy, human resources development, etc.

- 55 -

[Translation for Reference and Convenience Purposes Only]

Name
Iwao Taka

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 10/10
Meetings of Audit Committee:
15/15- 56 -

Status of Expression of Opinions and Outline ofDuties Performed in regard to Expected Roles
He executed supervision and check functions
regarding the Company’s management throughappropriate questions and/or remarks from an
objective viewpoint independent of management
executives who are in charge of executing
business affairs by leveraging his extensive
knowledge regarding business ethics,
compliance, etc.

[Translation for Reference and Convenience Purposes Only]
4. Situation of Accounting Auditor(1) Designation: ERNST & YOUNG SHINNIHON LLC(2) Amounts of Remuneration, etc.
Amount to be Paid
Amount of remuneration, etc., to be paid by the Company to the Accounting
Auditor pertaining to the fiscal year under review
Total amount of money and other financial profits to be paid by theCompany and its subsidiaries to the Accounting Auditor¥152 million¥378 million

Notes:
1. The Audit Committee has decided to consent to the amount of remuneration, etc., to be paid to the
Accounting Auditor as it judged that the audit plan of the Accounting Auditor, the execution ofauditing duties, the basis for calculating remuneration estimate, etc., are all appropriate for
implementing the auditing of the Company as a result of verification necessary for determining
whether they are appropriate or not.
2. Of the Company’s material subsidiaries, MEC Group International, Inc., Mitsubishi Estate Europe
Ltd. and Mitsubishi Estate Asia Pte. Ltd. are subject to audits by an audit firm (Ernst & Young) otherthan the Accounting Auditor of the Company.
3. The audit agreement between the Company and the Accounting Auditor does not distinguish theamount of remuneration, etc., for the audit under the Companies Act and that for the audit under the
Financial Instruments and Exchange Act, and the two (2) amounts cannot be substantially
distinguished from each other. Therefore, the amount of remuneration, etc. pertaining to the fiscal
year under review indicates the total of these two (2) kinds of amounts.
(3) Contents of Non-audit Services
The services entrusted by the Company to Accounting Auditor other than those defined in Article 2,paragraph (1) of the Certified Public Accountants Act are creation of comfort letters pertaining toissuance of corporate bonds and other services.
(4) Policy on Decisions of Dismissal or Non-Reappointment of the Accounting Auditor
If the Audit Committee deems that any circumstance stipulated in Article 340 of the Companies Act
applies to the Accounting Auditor and its dismissal is deemed appropriate, the Accounting Auditor will
be dismissed based on the unanimous approval of all members of the Audit Committee.
Furthermore, the Audit Committee shall, if it is found that execution of duties by the Accounting
Auditor will be difficult and there is a need for a change in Accounting Auditor, decide on the content
of a proposal to submit to the General Meeting of Shareholders regarding the dismissal or nonreappointment of the Accounting Auditor.
(5) Outline of the Liability Limit Agreement
Not applicable- 57 -

[Translation for Reference and Convenience Purposes Only]
5. Systems to Ensure the Propriety of Business Operations and the Operational Status of that System(1) Systems to Ensure the Propriety of Business Operations
Outline of decisions on systems to ensure the propriety of business operations as stipulated in the
Companies Act and the Regulation for Enforcement of the Companies Act is as follows:
1) Systems to Keep and Manage Information pertaining to the Execution of Duties by Corporate
Executive Officers
Pursuant to the “Mitsubishi Estate Group Basic Rules on Information Management,” in order toappropriately handle information assets held by the Group and improve information security andenhance its level on an ongoing basis, the Company shall appoint the Officer responsible for the risk
management as Chief Information Officer and the Officer responsible for the DX Promotion
Department as Chief Information Technology Officer and Chief Information System Security Officer,
and the Risk Management & Compliance Committee shall be in charge of companywide control of
information storage and management.
The Company shall, under such organizational systems, develop regulations on basic matters for the
management procedures necessary for the protection and handling of information held by theCompany, matters related to document storage and abolition including the storage method and period
for documents and abolition rules, and matters related to the protection of the information system andelectronic information. The Company shall appropriately store and manage relevant information
pertaining to the execution of Corporate Executive Officers’ duties by operating these internal
regulations.
2) Rules and Other Systems regarding Loss Risk Management in the Company and Its Subsidiaries
In the group-wide corporate management, the Group shall practice diverse risk management measures
for all business operations of the Group in order to properly evaluate and manage internal and externalrisk factors related to its businesses and to maintain and raise the corporate value of the Group.
Specifically, the Company has established the “Mitsubishi Estate Group Risk Management Rules” torealize appropriate risk management through establishing systems for risk management to be carriedout by all the executives and employees of the Group. Moreover, under the Risk Management Rules
above, at the Company, the Risk Management & Compliance Committee shall be in charge ofcontrolling the promotion of risk management activities at the group level, whereas the Risk
Management & Compliance Subcommittee shall work as a practical collegial body to collect andstreamline risk management-related information. In addition, the officer responsible for the risk
management appointed by the resolution of the Board of Directors shall be assigned the responsibility
for risk management, and to develop and promote the risk management system.
In the meantime, with these risk management systems as a basis, at the Company, the Strategic
Investment Committee, an advisory body of the Executive Committee, shall preliminarily deliberate
especially important investment subjects in making decisions thereof prior to the deliberations by the
Executive Committee to check the content and degree of risk factors as well as countermeasures, etc.,
in preparation for possibly realizing risk.
Furthermore, the Company shall appoint an officer in charge of disaster prevention by resolution of
the Board of Directors to maintain the most updated action principles, communications and initial
measures to be taken and system for business continuity program in case of the occurrence of any
emergency. The officer formulates and implements manuals, guidelines, etc., and conducts training aswell as reviews and improvements of systems and plans on a periodic basis.
The Internal Audit Office shall conduct internal audit activities in accordance with the Internal Audit
Rules to raise the effectiveness of risk management.
3) Systems to Ensure Efficient Execution of Duties by Corporate Executive Officers of the Company andDirectors, etc., of Its Subsidiaries
The Group shall continue improving managerial system that has been designed to fit the Group, toensure the efficient execution of duties by Corporate Executive Officers of the Company and directors,
etc., of its subsidiaries in the course of fulfilling the CSR of the Group. Under this policy, the Company
aims to reinforce the management oversight function and the business execution function as well as
management efficiency and expedited decision making by adopting the organizational structure of aCompany with Nominating Committee, etc., thereby largely delegating authority relating to businessexecution decisions to Corporate Executive Officers. In addition, the Company shall take such actions
as to appoint controlling officers and officers in charge, adopt the Executive Officer System and the- 58 -

[Translation for Reference and Convenience Purposes Only]
Group Executive Officer System and improve the rules related to the authority and decision making inaccordance with internal regulations, so as to allow for more efficient execution of duties.
4) Systems to Ensure Compliance of the Execution of Duties by Corporate Executive Officers andEmployees of the Company and Directors, etc., and Employees of Its Subsidiaries with Laws,
Regulations and the Articles of Incorporation
The Group has established and intends to thoroughly disseminate “The Mission of the Mitsubishi
Estate Group,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi EstateGroup Guidelines for Conduct” to present conduct standards by which executives and employees
should abide. The Company conducts, as a Company with Nominating Committee, etc., management
oversight by the Board of Directors and audits by the Audit Committee.
In addition, while the Risk Management & Compliance Committee conducts group-wide supervisionand the Risk Management & Compliance Subcommittee conducts practical discussions in accordancewith the “Mitsubishi Estate Group Compliance Rules,” the officer responsible for complianceappointed by the resolution of the Board of Directors shall be assigned the responsibility forcompliance to take such actions as to manage and promote overall compliance at the Group. The Groupalso ensures that the execution of duties by Corporate Executive Officers and employees complies withlaws and regulations and the Articles of Incorporation through such means as preventive legal
activities, risk management promotion activities and internal audit practices.
To handle compliance-related consulting and whistleblowing on concerns, the dedicated Help Lines
shall be established and operated internally and externally as contact windows for the Group andbusiness partners.
5) Systems for Reporting Matters Related to the Execution of Duties by Directors, etc., of Subsidiaries to
the Company, and Other Systems to Ensure the Propriety of Business Operations Conducted by the
Corporate Group Consisting of the Company, Its Parent Companies and Subsidiaries
The Group shall endeavor to practice group-wide compliance-based management and business ethics
and ensure the propriety of business operations by establishing “The Mission of the Mitsubishi EstateGroup,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group
Guidelines for Conduct,” etc., all of which are the standards of conduct for the Group, and thoroughly
disseminating them under the control of the Risk Management & Compliance Committee.
In addition, the Company specifies the department in charge of operations related to groupcompanies, such as promoting the corporate management of the respective group companies andsupporting the staff function, thereby establishes a system to link the companywide management planand the measures concerning group companies. Meanwhile, group management shall be enhanced
toward the achievement of maximized corporate value of the Group by promoting the propriety andefficiency improvement and upgrading risk management of group-wide corporate management by
operating the “Mitsubishi Estate Group Management Rules,” through measures such as compulsory
consultations and exchange of information between the Company and group companies for certain
important matters.
Furthermore, the “Mitsubishi Estate Group Basic Guidelines on Internal Control Regarding
Financial Reporting (Basic Rules)” shall be formulated to ensure the reliability of financial reports
inside the Group with the aim of appropriately responding to the internal control reporting system forfinancial reports, as required to follow under the Financial Instruments and Exchange Act.
6) Matters Related to Employees to Support the Duties of the Audit Committee, and Matters Related toEnsuring the Effectiveness of Instructions Given to Such Employees by the Audit Committee
The Audit Committee Office shall be established as a subsidiary organ to assist the Audit Committee inthe execution of its duties pursuant to the relevant provisions such as “Job Ladder.” The Company shallassign a dedicated General Manager and persons necessary for supporting the Audit Committee’s
duties.
The General Manager of the Audit Committee Office shall supervise other employees assigned to theoffice and execute his or her business duties in accordance with the instructions of the Audit Committee.
7) Matters Related to Independence of Employees in the Preceding Item from Corporate Executive
Officers
The personnel relocation and/or disciplinary punishment, etc., of the General Manager of the Audit
Committee Office shall require an accord of the Audit Committee. The personnel relocation and/or- 59 -

[Translation for Reference and Convenience Purposes Only]
disciplinary punishment, etc., of staff of the Audit Committee Office other than the General Manager ofthe Audit Committee Office shall require prior consultation with the General Manager of the Audit
Committee Office.
8) Systems for Directors, Corporate Executive Officers and Employees of the Company, Directors, etc.,
and Employees of Its Subsidiaries, and Individuals Who Receive Their Reports to Provide Reports to
the Audit Committee, and Other Systems Related to Reporting to the Audit Committee
In the case where the occurrence of breach of any laws and regulations or the Articles of Incorporationor significantly unreasonable matter is revealed, anybody shall, either Directors, Corporate Executive
Officer or employees, immediately report thereof to the Audit Committee. An obligation shall beestablished by internal regulations to have important documents such as those requiring approval
circulated to full-time Audit Committee members, and a whistleblower program with Audit Committee
members serving as contact windows shall be established. Moreover, matters that may be judged
necessary in performing the duties of the Audit Committee, including results of internal audits, thestatus of compliance promotion activities, the status of risk management promotion activities, and thestatus of operation of Help Lines established internally and externally as contact windows for Group
companies and business partners for consultations and whistleblowing on concerns about compliance,
shall also be periodically reported to the Audit Committee. In addition, in accordance with the“Mitsubishi Estate Group Management Rules,” matters reported by the Directors, etc., and employeesof Group companies shall be shared with the Executive Committee and other meetings attended by the
fulltime Audit Committee member.
9) Systems to Ensure Individuals Who Make the Reports in Item 8 Are Not Treated Unfavorably for
Making Those Reports
In accordance with the “Mitsubishi Estate Group Risk Management Rules,” all executives andemployees of the Group are responsible for ensuring compliance in accordance with the “Mitsubishi
Estate Group Compliance Rules,” and are responsible for collecting and reporting risk information.
Also, based on the Whistleblower Protection Act, regarding a whistleblower program with Audit
Committee members serving as contact windows and the Group’s internal or external Help Lines, theCompany develops and operates rules related to the policy for protection of whistleblowers andnotification of redress procedures in order to ensure individuals who make the reports in Item 8 are nottreated unfavorably for making those reports.
10) Matters Related to Policy for Handling Costs and Debts Incurred by Audit Committee Members in the
Course of Executing Their Duties
In accordance with the audit standards established by the Audit Committee,” the Audit Committee
members may invoice the Company beforehand for any costs deemed necessary for the execution ofduties of the Audit Committee. The Audit Committee members may also seek subsequent
reimbursement for costs incurred in emergency or special situations.
Based on invoices received from the Audit Committee members, the Company shall pay costs
necessary for the Audit Committee members to execute their duties.
11) Other Systems to Ensure Effective Audits by the Audit Committee
In accordance with audit standards established by the Audit Committee, the fulltime Audit Committee
member shall have periodic meetings with the management executives of the Company including thePresident and Chief Executive Officer, the Internal Audit Office, other departments determined
necessary according to the duties of the Audit Committee and the Accounting Auditor to exchange
opinions with each other.
The Audit Committee member shall attend the important conferences such as the Executive
Committee.
(2) Operational Status of Systems to Ensure the Propriety of Business Operations
Outline of operational status of systems to ensure the propriety of business operations is as follows.
1) Status of Initiatives related to Risk Management
・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held three (3) times per year, respectively, to take such actions as toselect priority risks that require countermeasures and report the status and results of risk management- 60 -

[Translation for Reference and Convenience Purposes Only]
activities on those priority risks, and thereby monitored the Group’s risk management on an ongoingbasis.
・In addition to promoting the formulation of information system strategies for the entire Group, thedevelopment, operation, and maintenance of information systems, and the strengthening of information
system governance, we have sequentially implemented necessary measures based on the results of athird-party evaluation of our information system security conducted in the fiscal year ended March 31,
2021. In addition, to strengthen cyber security measures, we have decided to establish a “Chief
Information System Security Officer” and the “Computer Security Incident Response Team” to enhance
our cyber security promotion system in normal times and our response system in emergency situations.
・We provided executives and employees of the Company with education on information security throughvarious training programs, drills, etc.
・We held comprehensive emergency drills, including initial response drills and information transmission
drills using an online meeting systems, considering curbs on office attendance due to the spread of
COVID-19.
2) Status of Initiatives related to Ensuring Efficiency in Execution of Duties
・In accordance with the Long-Term Management Plan and annual plan, etc., formulated by the Board of
Directors, the Corporate Executive Officers properly executed the duties assigned to them based on theauthorities delegated by the Board of Directors. Furthermore, the Board of Directors gauged management
issues on a timely basis by receiving regular reports from the Corporate Executive Officers on theconditions surrounding the business execution, as well as deliberating and deciding policy on
countermeasures, thereby appropriately monitoring the state of progress of the management plan.
・In light of the Group’s medium- and long-term management and business strategies, we identified theskills that the Company’s Board of Directors should possess in order to properly fulfill its management
oversight and monitoring functions, and established the Board of Directors Skill Matrix, as well as
revised the Appointment Standards for Candidates for Directors.
3) Status of Initiatives related to Compliance・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held three (3) times per year to discuss compliance promotion
activity plans and report the results of the activities. In this way, the Company managed and promoted
overall compliance at the Group.
・In light of changes in the business environment and other factors, we evaluated the adequacy of our anticorruption system, taking into account the knowledge of outside experts, and confirmed and reviewed
measures to further strengthen the system, while continuing to promote initiatives based on the
Mitsubishi Estate Group Anti-Corruption Guidelines.
・Compliance education was provided to the Company’s Officers and employees in the form of various
trainings and drills, etc.
4) Status of Initiatives related to Reporting of the Execution of Duties and Other Matters concerning theGroup Management
・Under the supervision of the “Corporate Planning Department Affiliated Group Office,” the Company
worked to promote appropriateness and efficiency of group company management and strengthen risk
management through such means as enforcement of the “Mitsubishi Estate Group Management Rules”
and providing business support to group companies.
・With the aim of appropriately responding to the internal control reporting system for financial reports, as
required to follow under the Financial Instruments and Exchange Act, in accordance with “Mitsubishi
Estate Group Basic Guidelines on Internal Control Regarding Financial Reporting (Basic Rules),” theCompany evaluated the development and management status of internal controls regarding financial
reporting of the Group, targeting “companywide internal control,” etc.
- 61 -

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

- 62 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2022)
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

Amount
6,493,917
1,356,789
233,117

Account Item
(Liabilities)
Current liabilities
Trade notes and accounts payable(Millions of yen)Amount4,257,484
631,043
60,51660,645

Short-term borrowings

4,280
41,239299,532
724

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

90,00029,445

Other

189,099

4,316

1,575
624,521
87,260(422) Non-current liabilities
Bonds payable
Long-term borrowings
5,137,127
4,345,989
Leasehold and guarantee deposits
received
1,230,513
Deferred tax liabilities
31,208Deferred tax liabilities for land
revaluation
2,310,551
Retirement benefit liability
Provision for retirement benefits for
585,470
directors (and other officers)
169,700
Provision for environmental measures
18,545
Negative goodwill
Other
108,092
82,541(Net Assets)
25,550 Shareholders’ equity
Share capital
683,045
Capital surplus
299,617
Retained earnings
2,324
Treasury shares
140,230 Accumulated other comprehensive
45,998 income
25,887
Valuation difference on available169,535
for-sale securities(548)
Deferred gains or losses on hedges

6,493,917

Revaluation reserve for land
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
Non-controlling interests
Total Liabilities and Net Assets- 63 -

182,052
79,9283,626,441
786,335
1,598,562
451,749
274,176
264,082
27,402464
888
85,526137,252
2,236,432
1,335,024
142,414
159,749
1,165,344(132,483)
668,200
130,841103
526,417
2,162
8,675
201
233,005
6,493,917

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(From April 1, 2021 to March 31, 2022)
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
Contribution for construction
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
Gain on sale of shares of subsidiaries and associates
Reversal of provision for environmental measures
Extraordinary losses
Loss related to retirement of non-current assets
Impairment losses
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- 64 -(Millions of yen)Amount1,349,489
974,724
374,765
95,787
278,977
16,319
800
7,197
332
1,455
6,532
41,586
20,742
12,404
8,438

253,710
20,189
6,781
7,987
1,843
3,576
20,120
16,254
3,866
253,779
60,331
10,55870,889
182,889
27,718155,171

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2022)
Account Item
(Assets)
Current assets
Cash and deposits
Accounts receivable and contract
assetsReal estate for sale
Real estate for sale in process
Real estate for development
Equity investments
Short-term loans of affiliatedcompanies
Other
Allowance for doubtful accounts

Amount5,079,089
1,074,246
117,015

Account Item
(Liabilities)
Current liabilities
Accounts payable

27,378

Short-term borrowings

9,423
30,239724
369,205

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

Non-current assets
Property, plant and equipment
Buildings and structures

4,004,842
2,972,020
765,666

Machinery, equipment and vehicles
Land503,515

44,50454,75790,0009,621
159,263
28,242

21,535(4,790)1,897
1,581,189

Land in trust

564,021

Construction in progress
Other property and equipment

50,754
8,491

Intangible assets
Leasehold interests in land
Other34,25920,37813,880Investments and other assets
Investment securities
Investments in shares of affiliatedcompanies
Long-term loans receivable
Leasehold and guarantee deposits
Prepaid pension cost
Other
Allowance for doubtful accounts

998,563259,485

Total Assets(Millions of yen)Amount3,493,127
417,841
31,452

Non-current liabilities
Bonds payable
Long-term borrowings
Leasehold and guarantee deposits
received
Deferred tax liabilities
Deferred tax liabilities for land
revaluation
Reserve for retirement allowances
Provision for environmental measures
Negative goodwill
Other3,075,286
780,584
1,370,531
389,001
152,980
263,3443,240
888
53,75360,962(Net Assets)
1,585,962
Shareholders’ equity
925,187
Share capital
142,414517,712
Capital surplus
171,526
34,129
Capital reserve
171,526
121,797
Retained earnings
743,730
26,615Retained earnings reserve
21,66338,988Other retained earnings
722,066(166)
Reserve for special depreciation
429
Reserve for advanced depreciation of
151,731
non-current assets
Reserve for open innovation
446
promotion
General reserve
108,254
Earned surplus carried forward
461,205
Treasury shares(132,483)
Valuation, translation adjustments and660,573
othersValuation difference on available-for130,809
sale securities

5,079,089

Deferred gains or losses on hedges(58)

Revaluation reserve for land
Share acquisition rights
Total Liabilities and Net Assets

529,822201
5,079,089- 65 -

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(From April 1, 2021 to March 31, 2022)
Account Item
Operating revenue
Operating costs
Operating gross profit
Selling, general and administrative expense
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
Reversal of provision for environmental measures
Extraordinary losses
Loss related to retirement of non-current assets
Loss on debt waiver of subsidiaries
Provision of allowance for doubtful accounts for affiliated companies
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 66 -(Millions of yen)Amount567,286
415,476
151,809
31,017
120,792
39,4283,727
32,322
3,379
31,286
8,672
8,692
5,817
8,104
128,934
18,293
6,775
7,941
3,576
23,844
13,410
6,100
4,333
123,383
28,175
1,594
93,612

Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 18, 2022
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan

Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Chihiro Yasunaga
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets, and notes to theconsolidated financial statements of Mitsubishi Estate Co., Ltd. (the “Company”) applicable to thefiscal year from April 1, 2021 to March 31, 2022.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position and results of operations of the Group, which consistedof the Company and its consolidated subsidiaries, applicable to the fiscal year ended March 31, 2022,
in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of theGroup in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordancewith these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

- 67 -

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 anddirectors 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 to readthe 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 thisother 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, and for designingand operating such internal control as management determines is necessary to enable the preparationof 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 indesigning 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 the aggregate they
could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・ 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 theconsolidated financial statements is not expressing an opinion on the effectiveness of the Group’s
internal control.
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・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group tocease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent theunderlying transactions and events in a manner that achieves fair presentation in accordance withaccounting principles generally accepted in Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the 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.

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Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 18, 2022
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tokyo, Japan

Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Chihiro Yasunaga
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Section 2, paragraph 1 of the Companies Act, we have audited theaccompanying financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets, and notes to the financial statements and the related
supplementary schedules of Mitsubishi Estate Co., Ltd. (the “Company”) applicable to the fiscal
year from April 1, 2021 to March 31, 2022.
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, 2022, in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

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Other Information
The other information comprises the information included in the Company’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 anddirectors in designing and operating the Company’s reporting process of the other information.
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 withthe financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother 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 statements inaccordance with accounting principles generally accepted in Japan, and for designing and operatingsuch internal control as management determines is necessary to enable the preparation of 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.
Audit Committee is responsible for overseeing the duties of executive officers and directors indesigning 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 a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion from an independent standpoint. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:・ Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ Consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances for our risk assessment, while the purpose of the audit of thefinancial statements is not expressing an opinion on the effectiveness of the Company’s internal
control.
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

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・ Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions andevents in a manner that achieves fair presentation in accordance with accounting principles
generally accepted in Japan.
We communicate with the Audit Committee regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
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, 2021, and ended March 31, 2022, 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, 2022.

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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 20, 2022
The Audit Committee of Mitsubishi Estate Co., Ltd.
Tetsuo Narukawa
Member of the Audit Committee (Chairman)
Jo KatoMember of the Audit Committee (full-time)
Noboru Nishigai
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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