[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 120th 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 5, 2019
Dear Shareholders
Junichi Yoshida
Director, President and Chief Executive
Officer
1-1, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF CONVOCATION OF
THE 120th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 120th Ordinary General Meeting of Shareholders of Mitsubishi EstateCo., Ltd. (the “Company”), to be held as follows.
If you are unable to attend the meeting, you may otherwise exercise your voting rights in writing (bymail) or by electromagnetic means (the Internet, etc.). Please read the attached REFERENCE
DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS provided below, and you arerequested to exercise your voting rights by 5:45 p.m., on Wednesday, June 26, 2019.
10 a.m., Thursday, June 27, 2019
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 2018 (From April 1, 2018, to March 31,
2019)
2. Reports on Non-Consolidated Financial Statements for Fiscal 2018 (From April 1,
2018, to March 31, 2019)
Agenda:Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
1. Time and Date:
2. Place:-1-[Translation for Reference and Convenience Purposes Only]
4. Matters regarding the Exercise of Voting Rights:
There are three ways to exercise your voting rights as described below.
Please exercise your voting rights after reading the attached REFERENCE DOCUMENTS FOR THE
GENERAL MEETING OF SHAREHOLDERS provided below.
[By 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 a.m., Thursday, June 27, 2019
[By Submitting Voting Rights Exercise Form by Mail]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form, andpost it to us without postage stamp.
Exercise Due Date: To be received no later than 5:45 p.m. on Wednesday, June 26, 2019
[By Exercising Voting Rights via the Internet, etc.]
Please check the guidance shown on page three (3) of this notice, and access our Internet voting website througha computer or smartphone and enter your approval or disapproval of the proposals.
Exercise Due Date: No later than 5:45 p.m. on Wednesday, June 26, 2019(1) If you attend the meeting, you do not need to mail the Voting Rights Exercise Form or exercise voting
rights via the Internet, etc.
(2) If any shareholder has exercised his/her voting rights both by the Voting Rights Exercise Form and via theInternet, etc., only the exercise of the voting rights via the Internet, etc., shall be deemed effective. If any
shareholder has exercised his/her voting rights more than once via the Internet, etc., only the final exerciseof the voting rights shall be deemed effective.
(3) If any shareholder wishes to exercise his/her voting rights by proxy, his/her qualified attorney-in-fact shallbe limited to a single shareholder having voting rights under the provisions of Article 18 of the Articles ofIncorporation of the Company, provided, however, that documents certifying the attorney-in-fact’s powerof representation must be submitted.

◎The following materials are posted on the Company’s Website and not attached to this notice in accordancewith the relevant laws and regulations and Article 16 of the Articles of Incorporation.
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>>
http://www.mec.co.jp/e/investor/stock/shareholder/index.html-2-

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

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

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

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

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

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

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

-3-[Translation for Reference and Convenience Purposes Only]
REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS(Contents of Proposals)
Proposals and References
Proposal No. 1: Appropriation of Surplus
We hereby propose to appropriate the surplus as described below.
Fiscal Year-End Dividends
The Company maintains a basic policy for profit distribution of returning appropriate profits based on thecomprehensive consideration of performance level, business environment of real estate markets, etc. and otherfactors, while taking into account the financial requirements for the Marunouchi Redevelopment Project andother future business developments. From such a viewpoint, we hereby propose to distribute a fiscal year-end
dividend as indicated below for the fiscal year ended March 31, 2019.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥17 per share of the Company’s common stock for a total of ¥23,598,550,782
As we paid ¥13 per share as an interim dividend, the annual dividend would be ¥30 per share for the fiscal
year under review, an increase of ¥4 per share from the previous fiscal year.
(3) Effective Date of Distribution of Surplus:
June 28, 2019
(Reference: Purchase of treasury stock)
In order to enhance capital efficiency and shareholder returns, at the Board of Directors meeting held on May
14, 2019, a resolution was passed to purchase treasury stock at a total cost of no more than ¥100.0 billion andacquire up to 65,000,000 shares through the market purchase of the Company’s common stock available on
the Tokyo Stock Exchange during the period from May 15, 2019 to March 31, 2020.

-4-

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

Name

1

Hirotaka Sugiyama

2

Junichi Yoshida

3

Junichi Tanisawa

4

Tetsuji Arimori

5

Hiroshi Katayama

6

Bunroku Naganuma

7

Jo Kato8

Toru Okusa

9

Tsuyoshi Okamoto

Committee(Note 1)

Current Positions in the Company(After Conclusion ofThis Meeting)
Reappointment
Non-executive
Reappointment

Reappointment

Reappointment

Reappointment

New

Reappointment–

Chairman of the Board–

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

Director, Representative Corporate
Executive Officer, Deputy President–

Director, Representative Corporate
Executive Officer, Executive Vice
President–

Director, Senior Executive Officer–

Senior Executive Officer

Audit

Non-executive
Reappointment

Audit

Non-executive
New

Nominating

OutsideRemuneration

Director
Director–

Independent

10

Shin Ebihara

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

11

Tetsuo Narukawa

Audit

Director

OutsideIndependent

12

Masaaki Shirakawa

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

13

Shin Nagase

Audit

Director

OutsideIndependent

14

Setsuko Egami

Reappointment

Nominating

OutsideRemuneration

Director

Independent
Reappointment

15

Iwao Taka

Audit

Director

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

Candidate No.

1

Hirotaka Sugiyama

Reappointment(July 1, 1949)

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
Jun. 2007
Apr. 2010
Jun. 2010
Apr. 2011
Jun. 2016
Apr. 2017

Number of the shares of theCompany held:
54,545 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
12 years

Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Director and Executive Vice President, Mitsubishi Estate Co., Ltd.
Representative Director, Executive Vice President, Mitsubishi
Estate Co., Ltd.
Representative Director, President and Chief Executive Officer,
Mitsubishi Estate Co., Ltd.
Representative Corporate Executive Officer, President and Chief
Executive Officer, Mitsubishi Estate Co., Ltd.
Chairman of the Board, Mitsubishi Estate Co., Ltd. (Current
position)(Assignments in the Company)
Member of the Nominating Committee(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 Representative Corporate Executive Officer, 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 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.

-6-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

2

Junichi Yoshida

Reappointment(May 26, 1958)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1982
Joined Mitsubishi Estate Co., Ltd.
Number of the shares of theApr. 2012
Executive Officer and General Manager, Commercial Asset
Company held:
Management Dept., Mitsubishi Estate Co., Ltd.
45,729 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,
3 years
President & Chief Executive Officer, Mitsubishi Estate Co., Ltd.
(Current position)
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer of the Company, Junichi Yoshida has been in charge of theCompany’s management as President and Chief Executive Officer from April 2017. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging management experiences in the Company andextensive knowledge and experience related to the business of the Group.

-7-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

3

Junichi Tanisawa

Reappointment(January 3, 1958)

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

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Jun. 2014

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

Jun. 2016
Apr. 2017
Apr. 2018

Number of the shares of theCompany held:
36,517 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
5 years(Assignments in the Company)
Assistant to the President; responsible for Strategic Development Office, Office
Building Development Dept. 1, Office Building Development Dept. 2, Marunouchi
Development Dept., Tokiwabashi Development Dept. and Urban Development
Promotion 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 served as General Manager and Officer of the Office Building Group and the Corporate Group of theCompany, 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 isexpected to contribute to enhancing the corporate value of the Group on a medium- to long-term basis,leveraging his management experiences in the Company and extensive knowledge and experience related to thebusiness of the Group.

-8-

[Translation for Reference and Convenience Purposes Only]

Candidate No.

4

Tetsuji Arimori

Reappointment(June 9, 1957)

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

Senior Executive Officer, Mitsubishi Estate Co., Ltd.

Apr. 2017

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

Jun. 2018

Number of the shares of theCompany held:
31,438 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 Corporate Planning Dept., Sustainable Management and Promotion
Dept. and DX promotion Dept., and Jointly responsible for Business Creation Dept.
Reasons for Nomination as Candidate for Director
Having served as President of the Group company and as the Officer responsible for the Business Development,
Consulting & Solutions Group and the Investment Management Group, Tetsuji Arimori is currently engaged inprimarily corporate planning as the Representative Corporate Executive Officer and Executive Vice President.
The Company has nominated him as a candidate for Director because he is expected to contribute to enhancing
the corporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.

Candidate No.

5

Hiroshi Katayama

Reappointment(March 2, 1959)

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

Number of the shares of theCompany held:
27,448 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
3 years(Assignments in the Company)
Responsible for Finance & Accounting Dept. and Corporate Communications Dept.
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group of the Company and CEO &President of the Group company, Hiroshi Katayama is currently responsible for finance & accounting as well as
corporate communications as 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 Group on a medium- tolong-term basis, leveraging his extensive knowledge and experience related to the business of the Group.

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

Candidate No.

6

Bunroku Naganuma

New(September 8, 1962)

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1986
Joined Mitsubishi Estate Co., Ltd.
Apr. 2016
Executive Officer and General Manager, Corporate Planning
Dept., Mitsubishi Estate Co., Ltd.
Apr. 2017
Group Executive Officer, Mitsubishi Estate Co., Ltd. andRepresentative Director and Executive Vice President, Mitsubishi
Jisho Sekkei Inc.
Apr. 2019
Senior Executive Officer, Mitsubishi Estate Co., Ltd. (Current
position)

Number of the shares of theCompany held:
18,470 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):— years(Assignments in the Company)
Responsible for Human Resources Dept., General Affairs Dept., Legal &Compliance Dept., Compliance, Risk Management, and Disaster Prevention
Reasons for Nomination as Candidate for Director
Having served as General Manager at the Investment Management Group and the Corporate Group of theCompany and Representative Director of the Group company, Bunroku Naganuma is currently responsible forhuman resources, general affairs, compliance, risk management and others as Senior Executive Officer. The
Company has nominated him as a candidate for Director because he is expected to contribute to enhancing thecorporate value of the Group on a medium- to long-term basis, leveraging his extensive knowledge andexperience related to the business of the Group.

- 10 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

7

Reappointment

Jo KatoNon-executive(April 14, 1954)

Audit

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

Number of the shares of theCompany held:
74,790 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
8 years(Assignments in the Company)
Member of the Audit Committee (Chairman)
Reasons for Nomination as Candidate for Director
Having served as General Manager at the International Business Group of the Company, President and Directorof the Group companies and Officer responsible for departments of the International Business Group and the
Corporate Group of the Company, Jo Kato is currently engaged in the audit of the execution of duties by
Corporate Executive Officers and Directors as a full-time member of the Audit Committee. The Company has
nominated him as a candidate for Director because he is expected to contribute to enhancing the corporate valueof the Group on a medium- to long-term basis, leveraging his management experiences in the Company andextensive knowledge and experience related to the business of the Group.

- 11 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

8

Reappointment

Toru Okusa

Non-executive(June 24, 1955)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1980
Joined Mitsubishi Estate Co., Ltd.
Apr. 2010
Executive Officer and General Manager, Finance & Accounting
Dept., Mitsubishi Estate Co., Ltd.
Apr. 2013
Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Jun. 2013
Director and Senior Executive Officer, Mitsubishi Estate Co., Ltd.
Apr. 2016
Director, Mitsubishi Estate Co., Ltd. (Current position)

Number of the shares of theCompany held:
34,636 shares
Term of office served as theCompany’s Director (at theconclusion of this General
Meeting of Shareholders):
6 years(Assignments in the Company)
Member of the Audit Committee
Reasons for Nomination as Candidate for Director
Having served as General Manager and Officer responsible for departments of the Corporate Group of theCompany, Toru Okusa 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 extensive knowledge and experience related to the business of theGroup.
New

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)(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:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):— years
Attendance to the meetings ofthe Board of Directors (Fiscal
2018):—

Reasons for Nomination as Candidate for Outside Director
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 the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his management
experience in an integrated energy company.

- 12 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

10

OutsideShin Ebihara

Independent(February 16, 1948)

Nominating
Remuneration

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

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
4 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2018):
Board of Directors: 9/9
Nominating Committee: 6/6
Remuneration Committee: 5/5(Significant Positions Concurrently Held)
Advisor, Sumitomo Corporation
Reasons for Nomination as Candidate for Outside Director
The Company has nominated Shin Ebihara as a candidate for Outside Director because he is expected tocontribute to enhancing the corporate value of the Group on a medium- to long-term basis through the executionof the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his wealth of international
experience and knowledge gained through his extensive years as a diplomat. Although he does not haveexperience 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.

- 13 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

11

Tetsuo Narukawa

Reappointment
OutsideIndependent(April 15, 1949)

Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1974
Joined The Industrial Bank of Japan, Ltd.
Number of the shares of theDec. 1997
Chairman of the Board of Managing Directors, Industriebank vonCompany held:
Japan (Deutschland) Aktiengesellschaft, IBJ (Germany)— shares
Apr. 2004
Executive Managing Director, Mizuho Bank, Ltd.
Term of office served as
Apr. 2006
Senior Managing Executive Officer and COO of Corporate
the Company’s Outside
Planning & Management Division, Kowa Real Estate Co., Ltd.
Director (at the conclusion ofthis General Meeting ofApr. 2010
President, Kowa Real Estate Co., Ltd.
Shareholders):
Oct. 2012
President & CEO, Nippon Steel Kowa Real Estate Co., Ltd.
1 yearJun. 2014
Director & Executive Advisor, Nippon Steel Kowa Real Estate Co.,
Attendance to the meetings ofLtd.
the Board of Directors (Fiscal
2018):
Jun. 2016
Executive Advisor, Nippon Steel Kowa Real Estate Co., Ltd.
Board of Directors: 7/7
Apr. 2017Retired from the position of Executive Advisor, Nippon Steel
Nominating Committee: 6/6
Kowa Real Estate Co., Ltd.
Remuneration Committee: 3/3
Jun. 2018
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)
Director, Nippon Soda Co., Ltd.
Director, Okasan Securities Co., Ltd.
Reasons for Nomination as Candidate for Outside Director
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 the supervision and check functions regarding the Company’s management from an 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.

- 14 -

[Translation for Reference and Convenience Purposes Only]
Reappointment

Candidate No.

12

Masaaki Shirakawa(September 27, 1949)

OutsideIndependent
Nominating
Remuneration

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

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

Attendance to the meetings ofthe Board of Directors (Fiscal
2018):
Board of Directors: 9/9(Significant Positions Concurrently Held)
Nominating Committee: 6/6
Distinguished Guest Professor, School of International Politics, Economics & Remuneration Committee: 5/5

Communication, Aoyama Gakuin University
Reasons for Nomination as Candidate for Outside Director
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 the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his knowledge on financeand economy, etc. gained through his experience in a central bank. Although he does not have experience ofbeing 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.

- 15 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

13

Reappointment

Shin Nagase

OutsideIndependent(March 13, 1950)

Audit

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

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
3 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2018):
Board of Directors: 9/9
Audit Committee: 15/15(Significant Positions Concurrently Held)
Director, HAPPINET CORPORATION
Director, TOSHIBA TEC CORPORATION
Reasons for Nomination as Candidate for Outside Director
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 the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his management
experience in an airline company.

- 16 -

[Translation for Reference and Convenience Purposes Only]

Candidate No.

14

Reappointment

Setsuko Egami

Outside(July 16, 1950)(Name as shown on the family resister: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
Apr. 2009
Professor, Graduate School of Humanities, Musashi University(Current position)
Professor, Faculty of Sociology, Musashi University (Current
position)
Apr. 2012
Dean, Faculty of Sociology, Musashi University
Jun. 2015
Director, Mitsubishi Estate Co., Ltd. (Current position)(Assignments in the Company)
Member of the Nominating Committee
Member of the Remuneration Committee

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
4 years
Attendance to the meetings ofthe Board of Directors (Fiscal
2018):
Board of Directors: 9/9
Nominating Committee: 6/6
Remuneration Committee: 5/5(Significant Positions Concurrently Held)
Professor, Graduate School of Humanities, Musashi University
Professor, Faculty of Sociology, Musashi University
Director, MITSUBISHI MOTORS CORPORATION
Reasons for Nomination as Candidate for Outside Director
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 the supervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging her abundant knowledgeof corporate strategy, marketing strategy and human resources development. Although she does not haveexperience of being involved in corporate management other than as an outside officer, the Company
determined that she will be able to carry out the duties of an Outside Director appropriately for the
aforementioned reason.

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[Translation for Reference and Convenience Purposes Only]

Candidate No.

15

Reappointment

Iwao Taka

Outside(March 10, 1956)

Independent
Audit

Brief Personal History, Positions and Assignments in the Company andSignificant Positions Concurrently Held
Apr. 1994
Full-Time Lecturer, Faculty of International Economics, Reitaku
University
Apr. 2001
Professor, Faculty of International Economics (currently Faculty of
Economics and Business Administration), Reitaku University(Current position)
Apr. 2002
Professor, School of International Economics (currently School of
Economics and Business Administration), Chikuro Hiroike Schoolof Graduate Studies, Reitaku University (Current position)
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)(Assignments in the Company)
Member of the Audit Committee

Number of the shares of theCompany held:— shares
Term of office served as
the Company’s Outside
Director (at the conclusion ofthis General Meeting of
Shareholders):
3 years(Note 2)
Attendance to the meetings ofthe Board of Directors (Fiscal
2018):
Board of Directors: 9/9
Audit Committee: 15/15(Significant Positions Concurrently Held)
Professor, School of Economics and Business Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku University
Professor, Faculty of Economics and Business Administration, Reitaku University
Director, NH Foods Ltd.
Director, The Shoko Chukin Bank, Ltd.
Reasons for Nomination as Candidate for Outside Director
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 thesupervision and check functions regarding the Company’s management from an objective viewpoint
independent from management executives in charge of business affairs by leveraging his extensive knowledge
regarding business ethics and compliance, etc. Although he does not have experience of being involved incorporate management other than as an outside officer, the Company determined that he will be able to carry out
the duties of an Outside Director appropriately for the aforementioned reason.

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[Translation for Reference and Convenience Purposes Only]
Notes:
1. If this proposal is approved and adopted, the members of the Nominating Committee, Audit Committee andRemuneration Committee, and Chairman will be as follows:
Nominating Committee:
Tsuyoshi Okamoto (Chairman), Shin Ebihara, Masaaki Shirakawa and Setsuko Egami
Audit Committee:
Tetsuo Narukawa (Chairman), Jo Kato, Toru Okusa, Shin Nagase and Iwao Taka
Remuneration Committee:
Shin Ebihara (Chairman), Tsuyoshi Okamoto, Masaaki Shirakawa and Setsuko Egami
2. 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 four (4)years as of the conclusion of this 120th Ordinary General Meeting of Shareholders.
3. Each candidate has no special interest in the Company.
4. Tsuyoshi Okamoto, Shin Ebihara, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko Egami and
Iwao Taka are Candidates for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7, of theOrdinance for Enforcement of the Companies Act.
5. 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 (Shin Ebihara, Tetsuo Narukawa,
Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) to limit their liabilities tocompensate damages under Article 423, Paragraph 1, of the Companies Act. The limitation on 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, Tsuyoshi Okamoto is approved, the Company will enter into
agreements, in accordance with Article 427, Paragraph 1, of the Companies Act, with Tsuyoshi
Okamoto to limit his 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 agreements
will be either ¥10 million or the respective amounts set forth in the relevant laws and regulations,whichever is higher.
6. 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.
7. Yusen Logistics Co., Ltd., at which Setsuko Egami served as Outside Auditor until June 2018, received
administrative sanctions in the Customs Act in January 2017 and in the Customs Brokerage Act in March 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 in such occasions as the Boardof 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.
8. MITSUBISHI MOTORS CORPORATION, at which Setsuko Egami serves as Outside Director, had its
certification for the technical intern training plan revoked and received an order for improvement in January
2019 under the Act on Proper Technical Intern Training and Protection of Technical Intern Trainees for not
giving technical training to some of the foreign technical interns at its Okazaki Plant in accordance with thetechnical training plan certified by the Organization for Technical Intern Training. Although Setsuko Egami
had not been aware of the fact until such contravening operation was discovered, she has constantly called
attention to the importance of compliance in 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.
9. The Company has appointed six (6) Outside Directors currently in office (Shin Ebihara, Tetsuo Narukawa,
Masaaki Shirakawa, Shin Nagase, Setsuko Egami and Iwao Taka) as Independent Director/Auditor andnotified such designation to the Tokyo Stock Exchange and other exchanges in accordance with the rules ofTokyo Stock Exchange, Inc., and other exchanges. If the six (6) candidates are appointed, the Company
intends to continue their appointment as Independent Director. If the appointment of the candidate, Tsuyoshi- 19 -

[Translation for Reference and Convenience Purposes Only]
Okamoto is approved, the Company will appoint Tsuyoshi Okamoto as Independent Director in accordancewith the rules of Tokyo Stock Exchange, Inc. and other exchanges.

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[Translation for Reference and Convenience Purposes Only]

Attached Documents
Business Report(April 1, 2018, through March 31, 2019)
I. Current Situation of the Mitsubishi Estate Group
1. Progress and Results of Operations
In a broad range of business fields including its building business centered on the leasing of Companyowned buildings, the lifestyle property business centered on the development and leasing of commercial
complexes and logistics facilities, the residential business centered on the sale of condominiums andsingle-unit houses, the international business, the investment management business, the hotel & airport
business, architectural design & engineering, and real estate services, the Mitsubishi Estate Group (the“Group”) moved steadily to endeavor in its businesses while monitoring changes in the businessenvironment surrounding these markets and our businesses.
Revenue from operations for the consolidated fiscal year ended March 31, 2019, increased by ¥69,233
million from the previous fiscal year to ¥1,263,283 million mainly due to increased revenue from thebuilding business, the residential business and the investment management business. Operating income
increased by ¥16,131 million from the previous fiscal year to ¥229,178 million mainly due to increased
profit from the residential business, international business and the investment management business.
Profit before taxes and special items increased by ¥16,081 million from the previous fiscal year to¥206,587 million.
As to extraordinary gain and loss, extraordinary gain of ¥8,170 million was recorded mainly due togain on sales of investment securities, whereas extraordinary loss of ¥3,818 million was posted due toloss related to retirement of fixed assets.
As a consequence, profit attributable to owners of parent amounted to ¥134,608 million, an increaseof ¥14,165 million from the previous fiscal year.
Revenue from Operations
Composition ratio(Millions of yen)(%)
Building Business
529,695
40.8
Lifestyle Property Business
106,182
8.2
Residential Business
420,405
32.4
International Business
81,844
6.3
Investment Management
49,588
3.8
Business
Hotel & Airport Business
44,171
3.4
Architectural Design &24,671
1.9
Engineering
Real Estate Services
33,586
2.6
Other
8,106
0.6
Eliminations(34,969)
Total
1,263,283(Note) Composition ratios are based on values before adjustments such as intersegmental elimination.

Due to the partial changes in the organization of the Company, the Company changed the segment classification fromthe fiscal year under review. The hotel development business, which had been included in the lifestyle property businesssegment until the previous fiscal year, the hotel operation business, which had been included in the hotel business segment
until the previous fiscal year, and the resort hotel development business, airport operation business, etc., which had been
under evaluation as potential new businesses, were transferred into the newly established hotel & airport businesssegment.

Building Business
Revenue from Operations: Total ¥529,695 million (Up 4.6% year on year)
Scope of Main Businesses: Development, leasing and management of office buildings
Parking lot operation
District heating and cooling business
The msb Tamachi - Tamachi Station Tower S (Minato-ku, Tokyo) and the Marunouchi Nijubashi
Building, which had both been under development, were completed by the Company in May 2018 and- 21 -

[Translation for Reference and Convenience Purposes Only]in October 2018, respectively. Regarding the Group companies, the building rental revenue of Sunshine
City Corporation and revenue from the building operation, management and consignment, etc., of
Mitsubishi Jisho Property Management Co., Ltd. contributed to segment revenue.
Revenue from operations of the building business as a whole increased ¥23,533 million from theprevious fiscal year to ¥529,695 million.
Lifestyle Property Business
Revenue from Operations: Total ¥106,182 million (Up 8.4% year on year)
Scope of Main Businesses: Development, leasing and management of commercial complexes andlogistics facilities, etc.
Both commercial complexes Corowa Koshien (Nishinomiya-shi, Hyogo), whose renewal plan had been
underway and “MARK IS Fukuoka Momochi” (Fukuoka-shi), whose development had been underway,
were completed by the Company in April 2018 and in November 2018, respectively. In addition, bothlogistics facilities Osaka Nishi-Yodogawa Logistics Center (Osaka-shi) and Logicross Nagoya Kasadera(Nagoya-shi) were completed in September 2018 and, in January 2019, respectively. Regarding theGroup companies, the building rental revenue of Mitsubishi Estate·Simon Co., Ltd. contributed tosegment revenue.
Consequently, revenue from operations of the lifestyle property business as a whole increased ¥8,261
million to ¥106,182 million.
Residential Business
Revenue from Operations: Total ¥420,405 million (Up 2.3% 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 Shirokane 2-chome Tower (Minato-ku, Tokyo), the Parkhouse Hongo (Bunkyo-ku,
Tokyo) and the Parkhouse Totsuka Garden (Yokohama-shi). 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.
Revenue from operations in the residential business as a whole increased ¥9,807 million to ¥420,405
million.
International Business
Revenue from Operations: Total ¥81,844 million (Down 5.8% year on year)
Scope of Main Businesses: Overseas real estate development, leasing and management
The Company started office buildings development project named “8 Bishopsgate (tentative name)” in
London, UK, and participated in the complex development project called “Singapore-Hangzhou Science& Technology Park Phase 3” in Hangzhou, Zhejiang Province, China.
Revenue from operations of the international business as a whole decreased ¥5,080 million from theprevious fiscal year to ¥81,844 million.

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[Translation for Reference and Convenience Purposes Only]
Investment Management Business
Revenue from Operations: Total ¥49,588 million (Up 118.7% year on year)
Scope of Main Businesses: Real estate investment management
Revenues primarily from fees pertaining to real estate investment management were reported by
Mitsubishi Jisho Investment Advisors, Inc., which is primarily engaged in asset management of Nippon
Open Ended Real Estate Investment Corporation, Mitsubishi Estate Logistics REIT Investment
Corporation and others, and Japan Real Estate Asset Management Co., Ltd., which is engaged in asset
management of Japan Real Estate Investment Corporation.
Revenue from operations of the investment management business as a whole increased ¥26,922 million
from the previous fiscal year to ¥49,588 million.
Hotel & Airport Business
Revenue from Operations: Total ¥44,171 million (Up 7.6% year on year)
Scope of Main Businesses: Development and operation of hotels
Operation of airport facilities
In the hotel business, Royal Park Hotels and Resorts Company, Limited. opened “The Royal Park Hotel
Kyoto Shijo” (Kyoto-shi) in April 2018 as well as “The Royal Park Canvas Ginza 8” (Chuo-ku, Tokyo)
in March 2019. Furthermore, regarding the airport business, in addition to Takamatsu Airport Co., Ltd.
opening operations of “Takamatsu Airport” (Takamatsu-shi, Kagawa), which was privatized in April
2018, “Miyako Shimojishima Airport Terminal” (Miyakojima-shi, Okinawa), operated by Shimojishima
Airport Management Co., Ltd., opened operations in March 2019.
Revenue from operations of the hotel & airport business as a whole increased ¥3,133 million from theprevious fiscal year to ¥44,171 million.
Architectural Design & Engineering
Revenue from Operations: Total ¥24,671 million (Up 14.1% year on year)
Scope of Main Businesses: Design and project supervision of buildings, civil engineering and interiorInterior finishing services, etc.
Revenue from operations in this segment comprised sales from the architectural design & engineering
operations and consulting businesses of Mitsubishi Jisho Sekkei Inc. in relation to office buildings, complex
facilities, and renovations. In addition, MEC Design International Corporation recorded revenue from interior
design and interior finishing contracts for offices, hotels, commercial complexes, and other buildings.

Revenue from operations of the architectural design & engineering business as a whole increased by¥3,058 million from the previous fiscal year to ¥24,671 million.
Real Estate Services
Revenue from Operations: Total ¥33,586 million (Up 31.2% year on year)
Scope of Main Businesses: Brokerage, management, rental/leasing and appraisal of real estate
Real estate–related general consulting
We strove to strengthen our services, expand operational scale and reinforce earning capability, in the
distribution business, lease business, parking business and appraisal business at Mitsubishi Real Estate
Services Co., Ltd.
Revenue from operations of the real estate service business as a whole increased ¥8,001 million from theprevious fiscal year to ¥33,586 million.

- 23 -

[Translation for Reference and Convenience Purposes Only]
Other
Revenue from Operations: Total ¥8,106 million (Down 5.0% year on year)
Scope of Main Businesses: Other businesses
During the consolidated fiscal year under review, revenue from operations of this segment comprised
sales of MEC Human Resources, Inc. (human resource-related services), MEC BUSINESS SYSTEMSOLUTIONS CO.,LTD (maintenance and management of information systems), and others.
Revenue from operations of other business as a whole decreased by ¥431 million from the previous
fiscal year to ¥8,106 million.

- 24 -

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

Business Segment

2018/3 Results
Revenue fromOperatingOperations
Income(Millions of yen)
2019/3 Results
Revenue fromOperatingOperations
IncomeBuilding Business

506,161

147,243

529,695

147,691

Lifestyle Property Business

97,92028,079106,182

32,560Residential Business

410,598

23,860420,405

30,428International Business

86,92524,147

81,84426,927

Investment Management Business

22,665

4,596

49,5889,231

Hotel & Airport Business

41,0383,136

44,171

2,371

Architectural Design & Engineering

21,613

1,724

24,671

2,021

Real Estate Services

25,584

1,518

33,586

2,603

Other

8,538

1,784

8,106

(196)

(26,996)(23,043)(34,969)(24,459)

1,194,049

213,047

1,263,283

229,178

Eliminations
Total

Note: Figures for the previous fiscal year have been reclassified in accordance with the new segmentclassification changed in the fiscal year under review.

- 25 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Assets and Profit and Loss in the Last Three (3) Fiscal Years
2016/3 Results(April 2015
through March2016)

2017/3 Results(April 2016
through March2017)2018/3 Results(April 2017
through March
2018)(Millions of yen)
2019/3 Results(April 2018
through March2019)

1,009,408

1,125,405

1,194,049

1,263,283

166,199

192,495

213,047

229,178

144,851

169,851

190,506

206,587

83,426102,681

120,443

134,608

60.13

74.00

86.78

96.97

Total Assets

5,311,840

5,484,115

5,801,450

5,774,193

Net Assets

1,659,180

1,767,460

1,879,088

1,957,105

Net Assets per Share (Yen)

1,088.11

1,147.80

1,223.58

1,275.54

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

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

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[Translation for Reference and Convenience Purposes Only]
3. Tasks Ahead for the Corporate Group
The Mitsubishi Estate Group is working on the Medium-Term Management Plan (FY2017 to FY2019),
formulated in view of the accelerated occurrence of significant changes in the social and economic
environment surrounding its business due to changes in the social structure, advancement in technology,
etc., and is continuing steady efforts based on the plan.
Looking ahead ten (10) years, we have incorporated into our Medium-Term Management Plan theGroup’s shared guideline of “intensify competitiveness of group companies and stay ahead of changes in themarket.” Under this guideline, the Company has positioned the three (3) years for the new management plan
as a period for realizing results of the efforts to strengthen the revenue base made since the previous plan
period as profits, and aims to unfailingly acquire revenue associated with the commencement of a largescale office building project centered around the Marunouchi area. The Group also enhances and advances
the international business and promotes vitalization of the value chain in the capital recycling investments.
In addition, demonstrating the strengths the Group has accumulated to the maximum extent possible andtaking the acceleration of environment changes as business opportunities, we will promote the businessmodel innovation aiming for further growth in the 2020s.
Additionally, to further enhance corporate value, we will implement flexible capital policy throughgrowth investment and asset sales based on the real estate market, the timely sale of shares held as
crossholdings, and the management of equity capital through our shareholder return policy, working toenhance capital efficiency and to maintain financial soundness.
Furthermore, to achieve long-term corporate value enhancement and mutually profitable relationships
with stakeholders by establishing a position as a forerunner of ESG-conscious corporations in Japan, we will
promote sustainability, enhance risk management, promote thorough compliance, and enhance our corporate
governance system.
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.

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[Translation for Reference and Convenience Purposes Only]
Overview of the Medium-term Management Plan (Fiscal 2017 - Fiscal 2019)
Values Behind Current Mid-Term Management Plan
Initiatives of current mid-term management period to be realized over a 10-year
Intensify competitiveness of group companies and stay ahead of changes in the market
Elements of Current Mid-term Management Plan

1

Realization of profit as a result of reinforced income stream during previous mid-term

Reinforcementof incomestream2

Completion of landmark projects (with concentration in
Marunouchi area) will contribute to operating cash flow

Realization of
Expansion and advancement of overseas businessprofitAccelerate fee business model through capital recycling

Initiate business model innovation by capturing the momentum of changes in businessenvironment as new opportunities in order to achieve further growth in 2020’s“Acceleration ofenvironmental change”“In-house expertise” ×
Direction of “business model
innovation”

Improve productivity ofbusiness activities=

Business model
innovation⇒

Commitment to take one-step further to enhance “thecreation of a truly meaningful society”

Effective use of existingsocial resources

Enriching quality of life

Quantitative targets

Growth Potential Operating income
Performance
Operating income/total assets (ROA)
Net debt/EBITDA
Stability(Hybrid finance reflected)- 28 -

2020/3 target(Announced May 2017)2020/3 Estimates(Announced May 2019)220 billion yen
Around 3.5%
Around 8.5 times(Around 8 times)

230 billion yen
3.9%
7.4 times(6.9 times)

[Translation for Reference and Convenience Purposes Only]
4. Situation of Capital Expenditures
In the consolidated fiscal year under review, total capital expenditures of ¥285.0 billion were made mainly
for the new construction of the Marunouchi Nijubashi Building and the MARK IS Fukuoka Momochi, as wellas the repair of the Company-owned buildings including “1271 Avenue of the Americas.”(Millions of yen)
2016/32017/3
2018/3
2019/3
Capital Expenditures
275,316
275,372
289,570
285,089

5. Situation of Financing
Category

Beginning BalanceEnding Balance

Short-Term Borrowings and1,623,061
1,506,088
Long-Term Debt
Commercial Papers――
Corporate Bonds
853,823
808,916
Total
2,476,885
2,315,005
Note: Corporate bonds above include short-term redeemable bonds.

(Millions of yen)
Increase/Decrease(116,973)―(44,907)(161,880)

With respect to corporate bonds, the Company issued unsecured bonds of ¥20.0 billion in June 2018 and¥1.255 billion in March 2019.
6. Situation of Major Lenders (As of March 31, 2019)(Millions of yen)
Balance of Borrowings
388,830
91,05077,466

Name of Lender
MUFG Bank, Ltd.
Meiji Yasuda Life Insurance Company
Development Bank of Japan Inc.

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 Hotels and Resorts Company, Limited., the Company’s subsidiary, implemented anabsorption-type merger as a surviving company with Royal Park Hotel Management Co., Ltd., its
subsidiary, as an absorbed company as of April 1, 2018 for the purpose of unifying the management
and operation of accommodation-oriented hotels.
 Mitsubishi Real Estate Services Co., Ltd., the Company’s subsidiary, implemented an absorptiontype merger as a surviving company with Miura Create Inc., as an absorbed company as of July 1,
2018 for the purpose of strengthening the parking lot operation business.
(4) Situation of acquisition or disposition of shares or other equity interests or stock acquisition rights issued
by other corporations
 To enhance synergies in the hotel business of the Group, in April 2018 the Company additionallyacquired shares of Marunouchi Hotel, CO., LTD., which was an affiliate of the Company. As a result,
Marunouchi Hotel, CO., LTD. has become a subsidiary of the Company.
 The Company and Mitsubishi Real Estate Services Co., Ltd., the Company’s subsidiary, acquired
shares of Parking Management Organization, Ltd. in June 2018 for the purpose of strengthening theparking lot operation business. As a result, Parking Management Organization, Ltd. has become asubsidiary of Mitsubishi Real Estate Services Co., Ltd.
- 29 -

[Translation for Reference and Convenience Purposes Only] To enhance synergies in the residential business of the Group, the Company acquired shares of Urban
Life Co., Ltd. in September and October 2018. As a result, Urban Life Co., Ltd. has become asubsidiary of the Company.
(5) Situation of other important business reorganization, etc.
Not applicable- 30 -

[Translation for Reference and Convenience Purposes Only]
8. Situation of Material Subsidiaries(1) Situation of Material Subsidiaries
Company Name

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

Mitsubishi Estate ResidenceCo., Ltd.

15,000100.00Mitsubishi Real Estate
Services Co., Ltd. Note 22,400100.00Mitsubishi 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. Note 3
Mitsubishi Jisho Community
Co., Ltd.
Marunouchi Heat Supply
Co., Ltd.

100

100.00

100

71.47

2,775

64.16

Sunshine City Corporation

19,20063.20

Mitsubishi Estate·Simon
Co., Ltd.
Tokyo Ryutsu Center Inc.
Note 4

249

60.00

4,000

56.27

US$1,640
thousand

100.00UK￡446,458
thousand

100.00Rockefeller Group, Inc.
(a U.S. corporation)
Mitsubishi Estate EuropeLtd.
(a U.K. 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 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 othercountries

Notes:
1. The Company’s investment ratio (%) above is calculated including investments through its
subsidiaries, etc.
2. Mitsubishi Real Estate Services Co., Ltd. implemented an absorption-type merger as a surviving
company with Miura Create Inc. as an absorbed company as of July 1, 2018. There is no increase incapital as a result of this absorption-type merger.
3. Royal Park Hotels and Resorts Company, Limited. implemented an absorption-type merger as asurviving company with Royal Park Hotel Management Co., Ltd., its subsidiary, as an absorbed
company as of April 1, 2018. There is no increase in capital as a result of this absorption-type merger.
4. The Company additionally acquired shares of Tokyo Ryutsu Center Inc. in May 2018.
(2) Situation of Specified Wholly-owned Subsidiaries
Not applicable- 31 -

[Translation for Reference and Convenience Purposes Only](3) Results of Corporate Affiliations
The Company’s consolidated subsidiaries totaled two hundred and twenty-one (221), and one hundred
and ten (110) 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, 2019)(1) The Company* Head Office: 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo* Branches:
Hokkaido Branch (Sapporo), Tohoku Branch (Sendai), Yokohama Branch (Yokohama),
Chubu Branch (Nagoya), Kansai Branch (Osaka), Chushikoku Branch (Hiroshima) andKyushu Branch (Fukuoka)(2) Principal Group Companies
Company Name
Mitsubishi Estate Residence Co., Ltd.
Mitsubishi Real Estate Services Co., Ltd.
Mitsubishi Estate Home Co., Ltd.
Mitsubishi Jisho Property Management Co., Ltd.
Mitsubishi Jisho Sekkei Inc.
Royal Park Hotels and Resorts Co., Ltd.
Mitsubishi Jisho Community Co., Ltd.

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

- 32 -

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

[Translation for Reference and Convenience Purposes Only]
10. Status of Employees (As of March 31, 2019)(1) Situation of Employees of the Mitsubishi Estate Group
Business Segment
Building Business
Lifestyle Property BusinessResidential Business
International Business
Investment Management Business
Hotel & Airport BusinessArchitectural Design & Engineering
Real Estate Services
Other
Corporate (shared)
Total

Number of Employees
1,699
422
3,371
334
285
1,512
632
691
223
270
9,439

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

Increase/Decrease from thePrevious Fiscal Year-End

Average Age

Average Years ofService809+76

41 years andtwo (2) months

16 years andthree (3) months

Note: The above figures indicate the number of regular workers (excluding temporary employees).
11. Other Important Matters regarding the Current Situation of the Mitsubishi Estate GroupNot applicable- 33 -

[Translation for Reference and Convenience Purposes Only]
II. Current Situation of the Company
1. Situation of Shares (As of March 31, 2019)(1) Total Number of Shares Authorized to be Issued by the Company: 1,980,000,000(2) Total Number of Issued Shares:
1,391,038,170(including 2,888,124 shares of treasury stock)(3) Number of Shareholders:(4) Major Shareholders (Ten (10) Largest Shareholders)

62,298Investment in the Company
Number of Shares
Investment Ratio
Held (Thousands)(%)

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

109,963

7.92

Japan Trustee Services Bank, Ltd. (Trust account)

67,146

4.83

Meiji Yasuda Life Insurance Company

46,882

3.37

JP MORGAN CHASE BANK 380055

45,357

3.26

Japan Trustee Services Bank, Ltd. (Trust account 5)

27,1381.95

SSBTC CLIENT OMNIBUS ACCOUNT

23,6291.70

22,604

1.62

22,267

1.60

Japan Trustee Services Bank, Ltd. (Trust account 7)

21,564

1.55

Tokio Marine & Nichido Fire Insurance Co., Ltd.

20,300

1.46

STATE STREET BANK WEST CLIENT – TREATY
505234
MUFG Bank, Ltd.

Note: The investment ratio is calculated after deducting the shares of treasury stock from the issued
shares of the Company.
(5) Other Important Matters regarding the Shares･ The Company has issued 130,065 shares of common stock as long-term performance-based incentive
plan (share with restriction on transfer) to Corporate Executive Officers, Executive Officers andGroup Executive Officers on May 25, 2018. The share with restriction on transfer is rendered
unavailable to transfer, offer as security or otherwise dispose of until June 30, 2021.
･ In order to improve capital efficiency and enhance shareholder returns, at the Board of Directors
meeting held on May 14, 2019, a resolution was passed to purchase shares of treasury stock at a total
cost of no more than ¥100.0 billion or acquire up to 65,000,000 shares through the market purchaseof the Company’s common stock available on the Tokyo Stock Exchange during the period from May
15, 2019 to March 31, 2020.

- 34 -

[Translation for Reference and Convenience Purposes Only]
2. Situation of Stock Acquisition Rights, etc.
(1) Situation of Stock Acquisition Rights Delivered in Compensation for the Execution of Duties, which
are Held by Officers of the Company (As of March 31, 2019)
Number ofClass and Number ofDate of
Stock
Shares Subject to
Resolution
AcquiStock Acquisition
on IssuancesitionRightsRightsIssue Price ofStock
Acquisition
RightsAmount to be
Paid upon
Exercise ofStock
Acquisition
RightsDirectors and Corporate
Conditions Executive Officers (Excluding
Exercise Period
Outside Directors) Note 1
for Exerciseof Stockof StockNumber of theAcquisition
Acquisition Number ofstock
RightsRightsholders
acquisitionrights held

July 26,
2007

2

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

August 14, 2007
toAugust 13, 2037

Note 3

1

2

July 31,2008

3

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

August 16, 2008
toAugust 15, 2038

Note 3

1

3

July 31,2009

11

Common stock:
11,000Note 2¥1,282 per share¥1 per share

August 18, 2009toAugust 17, 2039

Note 3

1

6

July 30,
2010

24

Common stock:
24,000Note 2¥1,083 per share¥1 per share

August 17, 2010
toAugust 16, 2040

Note 3

1

7

July 29,2011

31

Common stock:
31,000Note 2¥1,044 per share¥1 per share

August 16, 2011
toAugust 15, 2041

Note 3

2

17

July 31,
2012

26

Common stock:
26,000Note 2¥1,230 per share¥1 per share

August 16, 2012
toAugust 15, 2042

Note 3

2

19

July 31,2013

21

Common stock:
21,000Note 2¥2,338 per share¥1 per share

August 16, 2013
toAugust 15, 2043

Note 3

3

11

July 31,2014

28

Common stock:
28,000Note 2¥2,264 per share¥1 per share

August 16, 2014
toAugust 15, 2044

Note 3

4

15

July 31,2015

27

Common stock:27,000Note 2¥2,690 per share¥1 per share

August 18, 2015
toAugust 17, 2045

Note 3415

Notes:
1. No Outside Directors of the Company hold the stock acquisition rights issued by the Company.
2. The number of the shares subject to a stock acquisition right is 1,000.
3. Conditions for exercise of the stock acquisition rights* A qualified person entitled to the stock acquisition rights may exercise his/her stock acquisitionrights only within the exercise period set forth above on and after the day following the date when
he/she steps down from any and all the positions of Director, Corporate Executive Officer,
Statutory Auditor, Executive Officer or Group Executive Officer of the Company. Provided,
however, that the qualified person entitled to the stock acquisition rights may exercise the rights
only for a period of five (5) years reckoning from the day following the date when he/she steps
down from any and all of such positions.
* Regardless of the above provision, if the General Meeting of Shareholders of the Company
approves a proposal of (i) a contract of merger in which the Company will be an extinct company
or (ii) a share exchange contract or a share transfer plan by which the Company becomes a wholly
owned subsidiary of another company (or a resolution of the Board of Directors is adopted in thecase where such a resolution of the General Meeting of Shareholders is not required), the qualified
person entitled to the stock acquisition rights may exercise his/her stock acquisition rights only fora period of fifteen (15) days reckoning from the day following the date when the proposal
concerned was approved.
* In case a qualified person entitled to the stock acquisition rights has waived his/her offered stockacquisition rights, he/she cannot exercise such offered stock acquisition rights.
* The stock acquisition rights shall not be allowed to be assigned, pledged or otherwise disposed of,for the benefit of any third party.
* If a qualified person entitled to the stock acquisition rights dies, his/her heir may exercise the stockacquisition rights subject to the conditions stipulated in the Agreement for Allotment of Stock
Acquisition Rights.
- 35 -

[Translation for Reference and Convenience Purposes Only]* Other applicable conditions and details for exercising the stock acquisition rights shall be
stipulated in the Agreement for Allotment of Stock Acquisition Rights.
4. Other* The Company has not issued stock acquisition rights since fiscal 2016.
(2) Situation of Stock Acquisition Rights Delivered to Employees, etc., during the Fiscal Year inCompensation for the Execution of Duties
Not applicable(3) Other Important Matters relating to Stock Acquisition Rights
Not applicable- 36 -

[Translation for Reference and Convenience Purposes Only]
3. The Company’s Directors and Corporate Executive Officers(1) Situation of Directors (As of March 31, 2019)
Name
Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Material Concurrent Positions

Member of theNominating Committee

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Hiroshi Katayama
Noboru Nishigai
Jo KatoDirector
Director
Director
Director

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

Toru Okusa

Director
Member of the Audit
Committee

Shin Ebihara

Director

Advisor, Sumitomo Corporation

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Shu Tomioka

Director
Member of the Audit
Committee

Tetsuo Narukawa

Director
Member of theNominating Committee(Chairman)

Director, Nippon Soda Co., Ltd.; andDirector, Okasan Securities Co., Ltd.

Member of theRemuneration Committee

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- 37 -

Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin
University
Director, HAPPINET CORPORATION;
and
Director, TOSHIBA TECCORPORATION
Professor, Graduate School of Humanities,
Musashi University;
Professor, Faculty of Sociology, Musashi
University; andDirector, MITSUBISHI MOTORSCORPORATION

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

Positions andAssignments in the
Company
Director
Member of the Audit
Committee

Material Concurrent Positions
Professor, School of Economics andBusiness Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku
University;
Professor, Faculty of Economics andBusiness Administration, Reitaku
University;
Director, NH Foods Ltd.; andDirector, The Shoko Chukin Bank, Ltd.

Notes:
1. Directors Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama and Noboru
Nishigai concurrently serve as Corporate Executive Officers.
2. Directors Shin Ebihara, Shu Tomioka, Tetsuo Narukawa, Masaaki Shirakawa, Shin Nagase, Setsuko
Egami and Iwao Taka are Outside Directors.
3. The officially registered name of Director Setsuko Egami is Setsuko Kusumoto.
4. Directors Jo Kato and Toru Okusa are full-time Audit Committee members. The Company appoints
full-time Audit Committee members from the perspective of ensuring the effectiveness of the Audit
Committee audits.
5. Audit Committee members Jo Kato and Toru Okusa have experience working for the accounting
department of the Company and considerable knowledge of finance and accounting.
6. Directors Yutaka Yanagisawa and Isao Matsuhashi retired from the position due to expiration of theirtenure as of the close of the 119th Ordinary General Meeting of Shareholders held on June 28, 2018.
7. At the 119th Ordinary General Meeting of Shareholders held on June 28, 2018, Tetsuji Arimori and
Tetsuo Narukawa were newly elected as Director and assumed the office as of the same date.
8. The Company has no relationship to be disclosed in terms of material concurrent positions of
Outside Officers and their relationships with the Company.
9. 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) Directors (Shin Ebihara, Shu Tomioka, 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. Limitation on liability ofeach Director to compensate damages under such agreements is set out to be either ¥10 million or therespective amounts set forth under the laws and regulations, whichever is higher.
10. The Company designates Shin Ebihara, Shu Tomioka, 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.

- 38 -

[Translation for Reference and Convenience Purposes Only](2) Situation of Corporate Executive Officers (As of March 31, 2019)
Name
Junichi Yoshida

Junichi Tanisawa

Assignments in the Company and Material
Concurrent Positions

PositionsRepresentative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a.
Executive Officerb.
Deputy President
c.
d.
e.
f.
g.

Kenichi Iwata
Atsuo Kyono

Executive Vice President
Representative Corporate a.
Executive Officer
Executive Vice President
b.
c.
d.

Tetsuji Arimori

Representative Corporate a.
Executive Officer
Executive Vice President b.

Tetsuo Yuasa

Senior Executive Officer a.
b.

Hiroshi Katayama

Senior Executive Officer a.
b.

Futoshi Chiba

Senior Executive Officer a.
b.
c.
d.
e.

- 39 -

Assistant to the President;
Responsible for Office Building
Development Department 1;
Responsible for Office Building
Development Department 2;
Responsible for Marunouchi Development
Department;
Responsible for Tokiwabashi Development
Department;
Responsible for Urban Development
Promotion Department; andPresident, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Responsible for Kansai Branch
Responsible for Business Development,
Consulting & Solutions Planning
Department;
Responsible for Business Development,
Consulting & Solutions Department 1;
Responsible for Business Development,
Consulting & Solutions Department 2; andResponsible for Business Development,
Consulting & Solutions Department 3
Responsible for Corporate Planning
Department; andJointly responsible for Business Creation
Department
Responsible for Office Leasing and Tenant
Relations Department; andResponsible for xTECH Leasing andPromotion Department
Responsible for Finance & Accounting
Department; andResponsible for Corporate
Communications Department
Responsible for Office Building Planning
Department;
Responsible for Office Building
Management Department;
Responsible for Area Brand Management
Department;
Responsible for Museum Management
Office; andSenior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Noboru Nishigai

Senior Executive Officer

Hisashi Komada

Senior Executive Officer

Kenji Hosokane

Senior Executive Officer

Keiji Takano

Senior Executive Officer

Atsushi Nakajima

Senior Executive Officer

Yuji Fujioka

Senior Executive Officer

Assignments in the Company and Material
Concurrent Positions
a. Responsible for Human Resources
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & ComplianceDepartment;
d. Responsible for CSR & Environmental
Sustainability Department; ande. Responsible for Compliance, Risk
Management, Environmental and Disaster
Prevention
a. Responsible for Residential Business
Planning Department; andb. Director, Mitsubishi Estate Residence Co.,Ltd.
a. Responsible for Lifestyle Property
Business Planning Department;
b. Responsible for Retail Property
Management Department;c. Responsible for Retail Property
Development Department;
d. Responsible for Retail Property Leasing
Department; ande. Responsible for Logistics Facilities
Development Department
a. Responsible for Investment Management
Business Department; andb. Director, Rockefeller Group, Inc.
a. Responsible for International Business
Planning Department; andb. Chairman and Director, Rockefeller Group,Inc.
a. Responsible for Hotel Business
Department; andb. Responsible for Airport Business
Department

Notes:
1. Corporate Executive Officers Junichi Yoshida, Junichi Tanisawa, Tetsuji Arimori, Hiroshi Katayama
and Noboru Nishigai concurrently serve as Directors.
2. Corporate Executive Officers Tetsuo Yuasa and Hisashi Komada retired from the position due toexpiration of their tenure on March 31, 2018.
3. Among the companies indicated in Assignments in the Company and Material Concurrent Positions,
Mitsubishi Estate Residence Co., Ltd. and Rockefeller Group, Inc., are operating in the real estatebusiness (a business in which the Company also engages).

- 40 -

[Translation for Reference and Convenience Purposes Only]
Situation of Directors and Corporate Executive Officers as of April 1, 2019 is as follows:[Directors]
Name
Hirotaka Sugiyama

Positions andAssignments in the
Company
Chairman of the Board

Material Concurrent Positions

Member of theNominating Committee

Junichi Yoshida
Junichi Tanisawa

Director
Director

Tetsuji Arimori
Noboru Nishigai

Director
Director

Hiroshi Katayama
Jo KatoDirector
Director

President, The Council for Area
Development and Management of Otemachi,
Marunouchi and Yurakucho
Director, Mitsubishi Estate Residence Co.,
Ltd.

Member of the Audit
Committee (Chairman)

Toru Okusa

Director
Member of the Audit
Committee

Shin Ebihara

Director

Advisor, Sumitomo Corporation

Member of theNominating Committee
Member of theRemuneration Committee(Chairman)

Shu Tomioka

Director
Member of the Audit
Committee

Tetsuo Narukawa

Director
Member of theNominating Committee(Chairman)

Director, Nippon Soda Co., Ltd.; andDirector, Okasan Securities Co., Ltd.

Member of theRemuneration Committee

Masaaki Shirakawa

Director
Member of theNominating Committee

Distinguished Guest Professor, School ofInternational Politics, Economics &Communication, Aoyama Gakuin University

Member of theRemuneration Committee

Shin Nagase

Director
Member of the Audit
Committee

Setsuko Egami

Director
Member of theNominating Committee
Member of theRemuneration Committee- 41 -

Director, HAPPINET CORPORATION; andDirector, TOSHIBA TEC CORPORATION
Professor, Graduate School of Humanities,
Musashi University;
Professor, Faculty of Sociology, Musashi
University; andDirector, MITSUBISHI MOTORSCORPORATION

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

Positions andAssignments in the
Company
Director

Material Concurrent Positions
Professor, School of Economics andBusiness Administration, Chikuro Hiroike
School of Graduate Studies, Reitaku
University;
Professor, Faculty of Economics andBusiness Administration, Reitaku
University;
Director, NH Foods Ltd.; andDirector, The Shoko Chukin Bank, Ltd.

Member of the Audit
Committee[Corporate Executive Officers]
Name
Junichi Yoshida

Junichi Tanisawa

Assignments in the Company and Material
Concurrent Positions

PositionsRepresentative Corporate
Executive Officer
President & Chief
Executive Officer
Representative Corporate a.
Executive Officerb.
Deputy President
c.
d.
e.
f.
g.
h.

Kenichi Iwata
Atsuo Kyono

Executive Vice President
Representative Corporate a.
Executive Officer
Executive Vice President
b.
c.
d.

Tetsuji Arimori

Representative Corporate a.
Executive Officer
Executive Vice President b.
c.
d.

- 42 -

Assistant to the President;
Responsible for Strategic Development
Office;Responsible for Office Building
Development Department 1;
Responsible for Office Building
Development Department 2;
Responsible for Marunouchi Development
Department;
Responsible for Tokiwabashi Development
Department;
Responsible for Urban Development
Promotion Department; andPresident, The Council for Area
Development and Management ofOtemachi, Marunouchi and Yurakucho
Responsible for Kansai Branch
Responsible for Business Development,
Consulting & Solutions Planning
Department;
Responsible for Business Development,
Consulting & Solutions Department 1;
Responsible for Business Development,
Consulting & Solutions Department 2; andResponsible for Business Development,
Consulting & Solutions Department 3
Responsible for Corporate Planning
Department;
Responsible for Sustainable Management
and Promotion Department;
Responsible for DX Promotion
Department; andJointly responsible for Business Creation
Department

[Translation for Reference and Convenience Purposes Only]
Name

Positions

Futoshi Chiba

Representative Corporate
Executive Officer
Executive Vice President

Noboru Nishigai

Representative Corporate
Executive Officer
Executive Vice President

Hiroshi Katayama

Senior Executive Officer

Kenji Hosokane

Senior Executive Officer

Keiji Takano

Senior Executive Officer

Atsushi Nakajima

Senior Executive Officer

Yuji Fujioka

Senior Executive Officer

Bunroku Naganuma

Senior Executive Officer

Assignments in the Company and Material
Concurrent Positions
a. Responsible for Office Building Planning
Department;
b. Responsible for Office Building
Management Department;c. Responsible for Area Brand Management
Department;
d. Responsible for Museum Management
Office;e. Responsible for Office Leasing and Tenant
Relations Department;
f. Responsible for xTECH Leasing andPromotion Department; andg. Senior Managing Director,
MARUNOUCHI DIRECT ACCESS Ltd.
a. Responsible for Residential Business
Planning Department; andb. Director, Mitsubishi Estate Residence Co.,Ltd.
a. Responsible for Finance & Accounting
Department; andb. Responsible for Corporate
Communications Department
a. Responsible for Lifestyle Property
Business Planning Department;
b. Responsible for Retail Property
Management Department;c. Responsible for Retail Property
Development Department;
d. Responsible for Retail Property Leasing
Department; ande. Responsible for Logistics Facilities
Development Department
a. Responsible for Investment Management
Business Department; andb. Director, Rockefeller Group, Inc.
a. Responsible for International Business
Planning Department; andb. Chairman and Director, Rockefeller Group,Inc.
a. Responsible for Hotel Business
Department; andb. Responsible for Airport Business
Department
a. Responsible for Human Resources
Department;
b. Responsible for General Affairs
Department;c. Responsible for Legal & ComplianceDepartment; andd. Responsible for Compliance, Risk
Management and Disaster Prevention

Note: Corporate Executive Officer Bunroku Naganuma took office as Corporate Executive Officer on
April 1, 2019.
- 43 -

[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(Outside Directors thereof)
Corporate Executive Officers
Total

12
(8)
14
26

Amount Paid
(Millions of yen)
397
(107)
1,142
1,539

Notes:
1. The above amounts paid include the remuneration for two (2) Directors (including one (1) Outside
Director) who retired from the positions as of the close of the 119th Ordinary General Meeting of
Shareholders held on June 28, 2018.
2. Remuneration for 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 of theCompany.
4. The above amounts paid include the expenses recorded for the long-term performance-based
incentive plan (share with restriction on transfer) pertaining to the fiscal year under review (¥138
million to fourteen (14) Corporate Executive Officers) and long-term performance-based incentive
plan (Phantom Stock Plan) pertaining to the fiscal year under review (¥85 million to fourteen (14)Corporate Executive Officers).
5. The Outside Directors and Outside Statutory Auditors of the Company do not receive remuneration
as directors or statutory auditors from any of the Company’s subsidiaries.
(4) Policy Concerning Decisions on the Amounts of Remuneration, etc., Paid to Officers
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 of achieving
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 suchas 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- 44 -

[Translation for Reference and Convenience Purposes Only]
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.

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[Translation for Reference and Convenience Purposes Only](5) Major activities of Outside Directors during the fiscal year under review
NameShin Ebihara

Attendance at meetings of theBoard of Directors, etc.
Meetings of the Board of
Directors: 9/9
Meetings of Nominating
Committee: 6/6
Meetings of Remuneration
Committee: 5/5

Status of Expression of Opinions

He appropriately questioned and/or remarked
from an objective viewpoint independent ofmanagement executives who are in charge of
executing business affairs by leveraging his
wealth of international experience andknowledge gained through his extensive years as
a diplomat.
Shu Tomioka
Meetings of the Board of
He appropriately questioned and/or remarked
Directors: 9/9
from an objective viewpoint independent of
Meetings of Audit Committee: management executives who are in charge of
executing business affairs by leveraging his
15/15
management experience in a foreign-affiliatedinvestment bank.
Tetsuo Narukawa
Meetings of the Board of
He appropriately questioned and/or remarked
Directors: 7/7
from an objective viewpoint independent ofmanagement executives who are in charge of
Meetings of Nominating
executing business affairs by leveraging his
Committee: 6/6
management experience in a financial
Meetings of Remuneration
institution, international experience andCommittee: 3/3
management experience in a real estatecompany.
Masaaki Shirakawa Meetings of the Board of
He appropriately questioned and/or remarked
Directors: 9/9
from an objective viewpoint independent ofmanagement executives who are in charge of
Meetings of Nominating
executing business affairs by leveraging his
Committee: 6/6
knowledge on finance and economy, etc. gained
Meetings of Remuneration
through his experience in a central bank.
Committee: 5/5
Shin Nagase
Meetings of the Board of
He appropriately questioned and/or remarked
Directors: 9/9
from an objective viewpoint independent of
Meetings of Audit Committee: management executives who are in charge of
executing business affairs by leveraging his
15/15
management experience in an airline company.
Setsuko Egami
Meetings of the Board of
She appropriately questioned and/or remarked
Directors: 9/9
from an objective viewpoint independent ofmanagement executives who are in charge of
Meetings of Nominating
executing business affairs by leveraging her
Committee: 6/6
abundant knowledge of corporate strategy,
Meetings of Remuneration
marketing strategy and human resources
Committee: 5/5
development.
Iwao Taka
Meetings of the Board of
He appropriately questioned and/or remarked
Directors: 9/9
from an objective viewpoint independent of
Meetings of Audit Committee: management executives who are in charge of
executing business affairs by leveraging his
15/15
extensive knowledge regarding business ethics
and compliance, etc.,
Note: As Tetsuo Narukawa took office as Director on June 28, 2018, the number of meetings counted
as the scope of attendance for the Board of Directors meetings, etc. is different from that of theother Directors.

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[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¥145 million¥364 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, Rockefeller Group, Inc. and Mitsubishi Estate Europe Ltd.
are subject to audits by an audit firm (Ernst & Young) other than the Accounting Auditor of theCompany.
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. indicates the total of thesetwo (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- 47 -

[Translation for Reference and Convenience Purposes Only]
5. Systems to Ensure the Propriety of Business Operations and the Operational Status ofthat 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 Ordinance 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 practice and improve information
security on an ongoing basis, the Company shall appoint the Officer responsible for the risk
management as Chief Information Security Officer and the Officer responsible for the Corporate
Planning Department as Chief Information System Security Officer and the Risk Management &Compliance Committee shall be in charge of companywide control of information storage andmanagement.
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 the Company,
matters related to document storage and abolition including the storage method and period for
documents and abolition rules, and matters related to the protection of the information system andelectronic information. The Company shall appropriately store and manage relevant information
pertaining to the execution of Corporate Executive Officers’ duties by operating these internal
regulations.
2) Rules and Other Systems regarding Loss Risk Management in the Company and Its Subsidiaries
In the groupwide corporate management, the Group shall practice diverse risk management measures
for all business operations of the Group in order to properly evaluate and manage internal and externalrisk factors related to its businesses and to maintain and raise the corporate value of the Group.
Specifically, the Company has established the “Mitsubishi Estate Group Risk Management Rules” torealize appropriate risk management through establishing systems for risk management to be carriedout by all the executives and employees of the Group. Moreover, under the Risk Management Rules
above, at the Company, the Risk Management & Compliance Committee shall be in charge ofcontrolling the promotion of risk management activities at the group level, whereas the Risk
Management & Compliance Subcommittee shall work as a practical collegial body to collect andstreamline risk management-related information. In addition, the officer responsible for the risk
management appointed by the resolution of the Board of Directors shall be assigned the responsibility
for risk management, and to develop and promote the risk management system.
In the meantime, with these risk management systems as a basis, at the Company, the Strategic
Investment Committee, an advisory body of the Executive Committee, shall preliminarily deliberate
especially important investment subjects in making decisions thereof prior to the deliberations by the
Executive Committee to check the content and degree of risk factors as well as countermeasures, etc. in
preparation for possibly realizing risk.
Furthermore, the Company shall appoint an officer in charge of disaster prevention by resolution of
the Board of Directors to maintain the most updated action principles, communications and initial
measures to be taken and system for business continuity program in case of the occurrence of any
emergency. The officer formulates and implements manuals, guidelines, etc., and conducts training aswell as reviews and improvements of systems and plans on a periodic basis.
The Internal Audit Office shall conduct internal audit activities in accordance with the Internal Audit
Rules to raise the effectiveness of risk management.
3) Systems to Ensure Efficient Execution of Duties by Corporate Executive Officers of the Company andDirectors, etc. of Its Subsidiaries
The Group shall pursue improving managerial mechanisms appropriate to ensure the efficient executionof duties by Corporate Executive Officers of the Company and Directors, etc. of its subsidiaries in thecourse of fulfilling the CSR of the Group. Under this policy, the Company aims to reinforce themanagement oversight function and the business execution function as well as higher management
efficiency and faster decision making by adopting the organizational structure of a Company with
Nominating Committee and largely delegating authority relating to business execution decisions to
Corporate Executive Officers. In addition, the Company shall take such actions as to appoint the- 48 -

[Translation for Reference and Convenience Purposes Only]
officers responsible, adopt the Executive Officer System and the Group Executive Officer System andimprove the rules related to the authority and decision making in accordance 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 EstateGroup,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group
Guidelines for Conduct” to present conduct standards by which executives and employees should
abide. The Company conducts, as a Company with Nominating Committee, management oversight by
the Board of Directors through, among others, utilization of Outside 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 endeavour to practice groupwide compliance-based management and business ethics
and ensure the propriety of business operations by establishing “The Mission of the Mitsubishi EstateGroup,” “The Mitsubishi Estate Group Code of Corporate Conduct” and “Mitsubishi Estate Group
Guidelines for Conduct,” etc., all of which are the standards of conduct for the Group, and thoroughly
disseminating them under the control of the Risk Management & Compliance Committee.
In addition, the Company specifies the department in charge of operations related to groupcompanies, such as promoting the corporate management of the respective group companies andsupporting the staff function, thereby establishes a system to link the companywide management planand the measures concerning group companies. Meanwhile, group management shall be enhanced
toward the achievement of maximized corporate value of the Group by promoting the propriety andefficiency improvement and upgrading risk management of groupwide corporate management by
operating the “Mitsubishi Estate Group Management Rules,” through measures such as compulsory
consultations and exchange of information between the Company and group companies for certain
important matters.
Furthermore, the “Mitsubishi Estate Group Basic Guidelines on Internal Control Regarding Financial
Reporting (Basic Rules)” shall be formulated to ensure the reliability of financial reports inside theGroup 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.
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.

- 49 -

[Translation for Reference and Convenience Purposes Only]
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
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 conducted by the Legal & Compliance Department, the statusof risk management promotion activities, and the status of operation of Help Lines establishedinternally 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 employees of 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 Unfavourably 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 notification on protection and redress forwhistleblowers in order to ensure individuals who make the reports in Item 8 are not treatedunfavourably 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 retrospective
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 its 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.

- 50 -

[Translation for Reference and Convenience Purposes Only](2) Operational Status of Systems to Ensure the Propriety of Business Operations
Outline of operational status of systems to ensure the propriety of business operations is as follows.
1) Status of Initiatives related to Risk Management
・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year, respectively, to take such actions as toselect priority risks that require countermeasures and report the status and results of risk management
activities on those priority risks, and thereby monitored risk management on an ongoing basis.
・As initiatives to enhance the Group’s information management systems, for the regulations related to
information management with which the Group must comply, by implementing briefings covering theCompany and group companies, while working to enhance understanding within the Group, the Company
confirmed the state of compliance at group companies. Furthermore, regarding information security risk,
positioned as a priority risk in the “Risk Management Activities Policy,” we implemented inspections andenhancements of the information security of websites operated by the Group from the standpoint of theprotection of personal information.
2) Status of Initiatives related to Ensuring Efficiency in Execution of Duties
・In accordance with the Medium-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.
・The Company amended the “Executive Committee Rules” and the “Ringi Rules,” and for individual
decision making in the Company’s business, the Company revised the proposal and authorization standards
to appropriately reflect business characteristics and the amount of risk and transferred authority.
3) Status of Initiatives related to Compliance・The “Risk Management & Compliance Committee” meetings and the “Risk Management & Compliance
Subcommittee” meetings have been held four (4) times per year to discuss compliance promotion activity
plans and report the results of the activities. In this way, the Company managed and promoted overall
compliance at the Group.
・Regarding the “Mitsubishi Estate Group Guidelines for Conduct,” which was amended at the start of fiscal
2018, by distributing compliance guidebooks and holding trainings, the Company worked to createawareness and spread understanding throughout the Group.
・In terms of initiatives to further enhance the anti-bribery system, in addition to steadily responding to issues
based on the roadmap created ahead of time, with the goal of demonstrating the Group’s stance related toanti-bribery and gaining understanding and cooperation from our business partners, the Company
established and publicly released the “Mitsubishi Estate Group Anti-Corruption Guidelines.”
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” which is in chargeof operations related to group companies, such as promoting the corporate management of the respective
group companies and supporting the staff function, the Company worked to promote appropriateness andefficiency of group company management and strengthen risk management through such means as
enforcement of the “Mitsubishi Estate Group Management Rules” and support of audit services at groupcompanies.
・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.
- 51 -

[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 as well as conditions
surrounding risk management 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. Besides, 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.

- 52 -

[Translation for Reference and Convenience Purposes Only]
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 (hereinafter the “Basic Policy”), outlines of the specificmeasures to contribute to realizing the Basic Policy, outlines of the measures to prevent decisions on the
Company’s financial and business policies from being controlled by persons deemed inappropriate underthe Basic Policy, and the judgment by the Company’s Board of Directors over such specific measures andreasons for such judgment.
The Company renewed a plan for countermeasures to large-scale acquisitions of the shares in the
Company (the “Plan”) based on the approval of the shareholders at the 117th Ordinary General Meeting of
Shareholders of the Company held on June 29, 2016.
(1) Outline of the Basic Policy
The Company believes that the persons who control decisions on the Company’s financial and business
policies need to be persons who understand the source of the Company’s corporate value and who will
make it possible to continually, and in a sustainable manner, ensure and enhance the Company’s
corporate value and, in turn, the common interests of its shareholders.
The Company also believes that any decision on a proposed acquisition that would involve a changeof control of the Company must ultimately be made by its shareholders as a whole. The Company will
not unconditionally reject a large-scale acquisition of the shares in the Company if it will contribute to
the corporate value of the Company and, in turn, the common interests of its shareholders.
Nonetheless, there are some forms of corporate acquisition that benefit neither the corporate value ofthe target company nor the common interests of its shareholders, including those with a purpose thatwould obviously harm the corporate value of the target company and the common interests of its
shareholders or might have the potential to substantially coerce shareholders into selling their shares.
Unless an acquirer in a large-scale acquisition of shares in the Company understands the source of theCompany’s corporate value and ensures and enhances those elements for the medium- and long-term,
the corporate value of the Company and, in turn, the common interests of its shareholders would be
harmed.
The Company believes that persons who would make a large-scale acquisition of the shares in the
Company in a manner that does not contribute to the corporate value of the Company or the common
interests of its shareholders would be inappropriate to become persons who would control decisions on
the Company’s financial and business policies. The Company also believes that it is necessary toensure the corporate value of the Company and, in turn, the common interests of its shareholders bytaking the necessary and reasonable countermeasures against a large-scale acquisition by such persons.
(2) Outline of the Specific Measures to Contribute to Realizing the Basic Policy
A. Specific Measures to Contribute to Realizing the Basic Policy
The corporate value of the Group is based on a portfolio of various businesses and assets relating toreal estate, enhanced by synergies derived from the combination and complementary nature of theportfolio, and supported by the expertise, experience and know-how related to the real estatebusiness. Specifically, from the perspective of reinforcing the value chain between the Investment
and Development Business field, which is a major earnings-generating field in which traditionally theGroup has had advantages in pursuing development through capital investment, and the Management
and Service Business field, in which we provide solutions by leveraging the collective strengths of
the Group in such areas as office buildings (PM (property management) and leasing), commerce andlogistics, investment management, architectural design and engineering, hotels and real estateservices, thereby creating customer-oriented value through integration of our properties and services,
the Group is moving ahead with various projects such as the development of office buildings,
residential houses, commercial facilities and hotels, multi-use development that combines theforegoing, and other larger-scale and whole-area development. The Group also believes that it isessential to establish a trust relationship with stakeholders to promote those businesses and thatcomprehensive urban development based on a long-term perspective is indispensable to maximize
corporate value.
Looking ahead ten (10) years, we have incorporated into our Medium-Term Management Plan
starting from fiscal 2017 the Group’s shared guideline of “intensify competitiveness of groupcompanies and stay ahead of changes in the market.” Under this guideline, the Group has positioned
the three (3) years for the new management plan as a period for realizing results of the efforts tostrengthen the revenue base made since the previous plan period as profits, and aims to unfailingly
acquire revenue associated with the commencement of a large-scale office building project centered- 53 -

[Translation for Reference and Convenience Purposes Only]around the Marunouchi area. The Group also enhances and advances the international business andpromotes vitalization of the value chain in the capital recycling investments. In addition,
demonstrating the strengths the Group has accumulated to the maximum extent possible and taking
the acceleration of environment changes as business opportunities, we will promote the businessmodel innovation aiming for the further and sustainable growth in the 2020s and strive to realize coexistence with our stakeholders and enhance corporate value over the long term.
Furthermore, recognizing that the enhancement of corporate governance functions is a key agenda
item for management, the Company has worked to strengthen those functions by appointing multiple
Outside Directors with diverse backgrounds as well as setting the term of office for Directors to one(1) year. In this context, the Company executed a transition to a Company with Nominating
Committee, etc. after obtaining the required approval at the 117th Ordinary General Meeting of
Shareholders of the Company held on June 29, 2016, in order to further strengthen the function ofmanagement supervision of the Board of Directors as well as promote clarification of authorities andresponsibilities and prompt decision-making concerning business execution while improving thetransparency and objectivity of management. After the transition, the Company’s system comprisesof three (3) committees—Nominating Committee, Audit Committee, and Remuneration
Committee—with the majority of members of each committee being independent Outside Directors,
as part of its Board of Directors, seven (7) of the fifteen (15) members of which are independent
Outside Directors. Under this system, the Company aims to further strengthen and enhance theefficiency and effectiveness of the corporate governance functions in ways that improve corporate
value of the Company in the medium to long term.
With respect to profit distribution, the Company maintains a basic policy of returning appropriate
profits based on the comprehensive consideration of performance level, business environment of realestate markets, etc. and other factors, while taking into account capital requirements for the
Marunouchi Redevelopment Project and other future business developments.
B. Outlines of the Measures to Prevent Decisions on the Company’s Financial and Business Policies
from being Controlled by Persons Deemed Inappropriate Under the Basic Policy (the Plan)(I) Purpose of the Plan
The purpose of the Plan is to prevent decisions on the Company’s financial and business policies
from being controlled by persons deemed inappropriate, to deter large-scale acquisitions that are
detrimental to the corporate value of the Company and the common interests of its shareholders,and on the occasion that the Company receives a large-scale acquisition proposal from anacquirer, to enable the Company’s Board of Directors to present an alternative proposal to theshareholders or ensure the necessary time and information for the shareholders to decide whether
to accept the large-scale acquisition proposal, and to enable the Board of Directors to negotiate forthe benefit of the shareholders.
(II) Outline of the Plan
The Plan sets out the necessary procedures to achieve the purpose stated above, including therequirement that the acquirer provide information in advance, in the case of the emergence of an
acquirer who intends to make an acquisition of 20% or more of the Company’s share certificatesor other equity securities. The acquirer may not effect a large-scale acquisition of the shares in the
Company until and unless the Company’s Board of Directors adopts a resolution not to implement
the gratis allotment of stock acquisition rights (shinkabu yoyakuken mushou wariate) in
accordance with the procedures for the Plan.
To eliminate arbitrary decisions by Directors on whether to implement the countermeasure
under the Plan, the Company shall consult the Independent Committee, which is composed solelyof members who are independent of the management of the Company, such as Outside Directorsof the Company, to hear the Committee’s objective judgment.
Before commencement of the acquisition, the acquirer must provide information that isnecessary for assessment of the acquisition terms and content. The Independent Committee canrequest that the Company’s Board of Directors present opinions on the acquirer’s acquisition
terms/content and provide such information as an alternative plan.
The Independent Committee shall inspect the acquisition terms and content, as well as thealternative plan submitted by the Company’s Board of Directors, and discuss and negotiate withthe acquirer. As a result of this assessment, in the event that an acquirer does not follow theprocedures set out in the Plan, or the large-scale acquisition of shares in the Company is anabusive Acquisition, and if the acquisition satisfies the requirements for triggering thecountermeasure set out in the Plan, the Independent Committee will recommend that the- 54 -

[Translation for Reference and Convenience Purposes Only]
Company’s Board of Directors implement a countermeasure. The countermeasure is to allot stockacquisition rights (shinkabu yoyakuken) with (a) an exercise condition that does not allow theacquirer to exercise the rights as a general rule, and (b) an acquisition provision to the effect that
the Company may acquire the stock acquisition rights in exchange for shares in the Company
from persons other than the acquirer, by means of a gratis allotment of stock acquisition rights toall shareholders other than the Company at that time. Fully respecting the Independent
Committee’s recommendation, the Company’s Board of Directors shall make a resolution onwhether to implement the gratis allotment of the stock acquisition rights. In addition, theCompany’s Board of Directors may, if prescribed in the Plan, convene a meeting of shareholders
to confirm the intent of the Company’s shareholders.
If a gratis allotment of stock acquisition rights were to take place in accordance with the Plan
and all shareholders other than the acquirer received shares in the Company as a result of thoseshareholders exercising or the Company acquiring those stock acquisition rights, shares in the
Company would be issued in the number determined by the Company’s Board of Directors in arange not exceeding one (1) share per stock acquisition right. Therefore, the ratio of voting rights
in the Company held by the acquirer could be diluted by up to a maximum of approximately 50%.
The effective period of the Plan is, as a general rule, until the close of the Ordinary General
Meeting of Shareholders concerning the last business year that ends within three (3) years after
the close of the 117th Ordinary General Meeting of Shareholders held on June 29, 2016.
(3) Judgment by the Company’s Board of Directors over Specific Measures and Reasons for Such
Judgment
The Long-Term Vision and Medium-Term Management Plan, reinforcement of corporate governance,
stable profit distribution to the shareholders and other measures of the Company have been prepared as
specific measures to continuously ensure and enhance the corporate value of the Company and thecommon interests of its shareholders, and therefore satisfy the requirements of the Basic Policy of theCompany.
The Plan is a framework to secure the Company’s corporate value and the shareholders’ common
interests, which is needed when an acquisition of the shares in the Company is conducted, and satisfies
the requirements of the Basic Policy. In particular, due to the following reasons, fairness and objectivityof the Plan is secured and the purpose of the Plan is not to secure positions of the Directors or Statutory
Auditors of the Company but to contribute to the corporate value of the Company and common
interests of the shareholders: i) Fully satisfying the requirements of the three (3) principles set out in
the Guidelines Regarding Takeover Defense Measures for the Purposes of Ensuring and Enhancing
Corporate Value and Shareholders’ Common Interests; ii) The shareholders’ approval was obtained at
the 117th Ordinary General Meeting of Shareholders; iii) The Company has set forth that theCompany’s Board of Directors may, in certain cases, convene a meeting of shareholders to confirm theintent of the Company’s shareholders; iv) Respecting shareholders’ intent as the term of office of
Directors is one (1) year and the Plan can be abolished any time by the Board of Directors; v) The
Independent Committee consisting of highly independent Outside Directors is established and theBoard of Directors is compulsorily required to obtain the judgment of the Independent Committee upontriggering the Plan; vi) The Independent Committee may seek to obtain the advice of third party experts
at the Company’s cost and so on.
(Note) Non-renewal of the Plan
The effective period of the Plan is until the conclusion of the 120th Ordinary General Meeting of
Shareholders scheduled to be held on June 27, 2019. The Company’s Board of Directors has been
engaging in discussions and deliberations on whether or not to continue the Plan based on dialogue
with both domestic and overseas shareholders including institutional investors. As a result, theCompany’s Board of Directors resolved at a meeting held on May 14, 2019 not to renew the Plan,
having given comprehensive consideration to, among other matters, the recent trends toward
strengthening corporate governance and the Company’s initiatives aimed at strengthening its corporate
governance.
The Company will continue to enhance the Company’s corporate value and the common interests of
its shareholders through such initiatives as formulating and steadily implementing management plansthat contribute to the Company’s growth, and continuing its active efforts to strengthen its corporate
governance. Furthermore, with regard to persons who attempt to make large-scale acquisitions ofshares in the Company, the Company will employ appropriate measures under the Financial
Instruments and Exchange Act, the Companies Act, and other relevant laws and regulations, including- 55 -

[Translation for Reference and Convenience Purposes Only]
requesting such persons to provide necessary and adequate information for shareholders to make proper
decisions as to the appropriateness of large-scale acquisitions, disclosing the opinions and the like of
the Board of Directors while giving the utmost respect to the opinions of independent Outside
Directors, and making efforts to ensure time and information for shareholders to make decisions.
- END -- 56 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Balance Sheet(As of March 31, 2019)
Account Item
(Assets)
Current assets
Cash and due from banks
Notes and accounts receivable - trade
Securities
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Expenditures for uncompleted works
Other inventories
Equity participation
Other current assets
Allowance for doubtful receivables
Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment andvehiclesLand
Trusted land
Construction in progress
Other property and equipment
Intangible assets
Leaseholds
Other intangible assets
Investments and other assets
Investment securities
Long-term loans receivable
Guarantee money and deposits paid
Net defined benefit asset
Deferred tax assets
Other investments
Allowance for doubtful receivables

Total Assets(Millions of yen)AmountAccount Item
Amount
5,774,193(Liabilities)
3,817,088
1,072,869 Current liabilities
688,942
176,814
Notes and accounts payable - trade57,96762,603
Short-term borrowings
86,156
6,767
Long-term debt to be repaid within
231,065
one (1) year
84,104
268,152
Corporate bonds to be redeemed
75,000within one (1) year
996
7,058
Accrued income taxes
19,620
1,143
Other current liabilities
219,133
387,385
78,061 Long-term liabilities
3,128,145(218)
Corporate bonds
733,916Long-term debt
1,188,866
4,701,323
Guarantee money and deposits
440,058
received
4,088,084
1,183,718
Deferred tax liability
233,635
Deferred tax liabilities for revaluation
264,063
24,818Net defined benefit liability
26,573
2,105,797
Reserve for retirement allowances to579
officers
676,572
80,674
Provision for environmental measures
4,623
16,502
Negative goodwill
92,423
Other long-term liabilities
143,403
95,12874,384(Net Assets)
1,957,105
20,743 Shareholders’ equity
1,157,824
Capital stock
142,023
518,110
Capital surplus
162,498
258,527
Retained earnings surplus
858,581
2,924
Treasury stock - at cost
(5,278)
114,713 Other accumulated comprehensive
612,819
23,935 income
20,766
Net unrealized gain on available-for115,452
97,911sale securities(668) Deferred gains or losses on hedging(64)
instruments
Land revaluation difference
526,623
Foreign currency translation(30,144)
adjustments
Remeasurements of defined benefit
952
plans
Stock acquisition rights
302
Non-controlling interests
186,159
5,774,193
Total Liabilities and Net Assets
5,774,193- 57 -

[Translation for Reference and Convenience Purposes Only]
Consolidated Statement of Income(From April 1, 2018, to March 31, 2019)
Account Item
Revenue from operations
Cost of revenue from operations
Gross operating profit
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Equity in earnings of non-consolidated subsidiaries and affiliates
Other
Other expenses
Interest expenses
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of investment securities
Gain on negative goodwill
Extraordinary loss
Loss related to retirement of fixed assets
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- 58 -(Millions of yen)Amount1,263,283
940,976
322,306
93,128229,178
12,391
579
7,001
263
4,547
34,98323,503
5,761
5,717
206,587
8,170
6,072
2,097
3,818
3,818
210,939
46,441
12,517
58,958151,981
17,372
134,608

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Balance Sheet(As of March 31, 2019)
Account Item
(Assets)
Current assets
Cash and due from banks
Accounts receivable – trade
Real estate for sale
Work-in-process real estate for sale
Real estate for development
Equity participation
Short-term loans of affiliated companies
Other current assets
Allowance for doubtful receivables
Fixed assets
Property and equipment
Buildings and structures
Machinery and equipment and vehicles
Land
Trusted land
Construction in progress

Amount
4,749,852
856,567
64,84831,815
13,3105,965
996
290,435
420,777
28,697(278)
3,893,285
2,975,182
749,130
3,303
1,510,321
656,82347,886

Other property and equipment

7,717

Intangible assets
Leaseholds
Other intangible assets

18,815
12,514
6,301

Investments and other assets
Investment securities
Investments in shares of affiliatedcompanies

899,287
239,482Long-term loans receivable
Guarantee money and deposits paid
Prepaid pension cost
Other investments
Allowance for doubtful receivables

Total Assets

481,855(Millions of yen)Account Item
Amount(Liabilities)
3,234,992
Current liabilities
514,072
Accounts payable – trade
22,704
Short-term borrowings
45,587Long-term debt to be repaid within one
168,456(1) year
Corporate bonds to be redeemed
75,000within one (1) year
Accrued income taxes
7,746
Deposits received
166,444
Other current liabilities
28,133Long-term liabilities
Corporate bonds
Long-term debt
Guarantee money and deposits received
Deferred tax liability
Deferred tax liabilities for revaluation
Reserve for retirement allowances
Reserve for accepting the fulfillment of
obligations
Provision for environmental measures

4,623
68,669Other long-term liabilities

76,924(Net Assets)

1,514,860

Capital stock
Capital surplus
97,075
Capital reserve
15,408Retained earnings surplus
32,150Retained earnings reserve(614)
Other retained earnings surplus
Reserve for special depreciation
Reserve for advanced depreciation of
fixed assets
General reserve
Earned surplus carried forward
Treasury stock - at cost
Valuation, translation adjustments andothersNet unrealized gain on available-forsale securities
Deferred gains or losses on hedging
instruments
Land revaluation difference
Stock acquisition rights
4,749,852
Total Liabilities and Net Assets- 59 -

5,345

Negative goodwill

Shareholders’ equity

33,9292,720,920
733,916
1,047,039
368,668
149,445
263,407
2,880

869,431
142,023
171,135
171,135
561,550
21,663539,8872,845
134,007108,254294,780(5,278)645,127
115,447(286)
529,965302
4,749,852

[Translation for Reference and Convenience Purposes Only]
Non-consolidated Statement of Income(From April 1, 2018, to March 31, 2019)(Millions of yen)Amount498,273440,71957,553
358,502308,577
49,924
139,770
28,967
110,803
42,092
2,815
36,6892,587
26,7809,594
10,444
3,208
3,534
126,115
6,072
6,072
3,818
3,818
128,369
22,337
5,051
100,980

Account Item
Revenue from operations
Revenue from Building Business
Revenue from other businesses
Cost of revenue from operations
Cost of revenue from Building Business
Cost of revenue from other businesses
Gross operating profit
Selling, general and administrative expense
Operating income
Other income
Interest income
Dividend income
Other
Other expenses
Interest expenses
Bond interest
Loss on retirement of fixed assets
Other
Profit before taxes and special items
Extraordinary gain
Gain on sales of investment securities
Extraordinary loss
Loss related to retirement of fixed assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit- 60 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 16, 2019
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 444, Section 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 the notes to the consolidated financial statements of Mitsubishi Estate Co., Ltd.
(the “Company”) applicable to the fiscal year from April 1, 2018 through March 31, 2019.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements arefree from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. The
purpose of an audit of the consolidated financial statements is not to express an opinion on the effectiveness of theentity’s internal control, but in making these risk assessments the auditor considers internal controls relevant to theentity’s preparation and fair presentation of the consolidated financial statements in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the Mitsubishi Estate Group, which consisted of the Company andconsolidated subsidiaries, applicable to the fiscal year ended March 31, 2019 in conformity with accounting principles
generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public AccountantsAct.

- 61 -

[Translation for Reference and Convenience Purposes Only]
Translation of a report originally issued in JapaneseIndependent Auditor’s Report
May 16, 2019
The Board of Directors
Mitsubishi Estate Co., Ltd.
Ernst & Young ShinNihon LLC
Tatsuya Chiba
Certified Public Accountant
Designated and Engagement Partner
Yuichiro Sagae
Certified Public Accountant
Designated and Engagement Partner
Teruyo Okubo
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying financial
statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets, thenotes to the financial statements and the related supplementary schedules of Mitsubishi Estate Co., Ltd. (the“Company”) applicable to the fiscal year from April 1, 2018 through March 31, 2019.
Management’s Responsibility for the Financial Statements and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of these financial statements and the related
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing andoperating such internal control as management determines is necessary to enable the preparation and fair presentationof the financial statements and the related supplementary schedules that are free from material misstatement, whether
due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements and the related supplementary schedules
based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements and the related supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements and the related supplementary schedules. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements and the related
supplementary schedules, whether due to fraud or error. The purpose of an audit of the financial statements is not to
express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments the auditor
considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements and therelated supplementary schedules in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements and therelated supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
OpinionIn our opinion, the financial statements and the related supplementary schedules referred to above present fairly, in allmaterial respects, the financial position and results of operations of Mitsubishi Estate Co., Ltd. applicable to the fiscal
year ended March 31, 2019 in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public AccountantsAct.

- 62 -

[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, 2018, and ended March 31, 2019, 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 1(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 and basedon 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 theexecution 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, theAudit Committee has examined important authorized documents and associated information, andinvestigated the operations and financial conditions at headquarters and principal offices. Moreover, theAudit Committee have communicated and exchanged information with the Directors, Statutory
Auditors and other relevant personnel of the subsidiaries and received business reports from theCompany’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
the Ordinance for Enforcement of the Companies Act Article 118, Item 3(a)) prescribed in the Business
Report and respective efforts to realize the Basic Policy (efforts prescribed in (b) of the same Item),based on progress of deliberations, etc. at the meetings of Board of Directors and others.
(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 theOrdinance for 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 statement ofchanges in net assets and notes to the consolidated financial statements), pertaining to the fiscal year ended
March 31, 2019.

- 63 -

[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.
Also, respective initiatives to realize the Basic Policy, which are stated in the business report, are incompliance with the said Basic Policy, do not impair the common interests of the Company’s
shareholders and are not designed to maintain the positions of the Company’s Corporate Officers.
(2) Audit results regarding the non-consolidated financial statements and the supplementary schedules
thereofIn our opinion, the audit methods and results employed and rendered by the Accounting Auditor, Ernst& Young ShinNihon LLC, are fair and reasonable.
(3) Audit results regarding the consolidated financial statements
In our opinion, the audit methods and results employed and rendered by the Accounting Auditor, Ernst& Young ShinNihon LLC, are fair and reasonable.
May 21, 2019
The Audit Committee of Mitsubishi Estate Co., Ltd.
Jo KatoMember of the Audit Committee (full-time)
Toru Okusa
Member of the Audit Committee (full-time)
Shu Tomioka
Member of the Audit Committee
Shin Nagase
Member of the Audit Committee
Iwao Taka
Member of the Audit Committee
Note: The Member of the Audit Committee Shu Tomioka, 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 15 and Article 400, Paragraph 3 of the Companies Act.

- 64 -