Mitsui Fudosan : Notice of the 110th Ordinary General Shareholders’ Meeting

[Translation for Reference and Convenience Purposes Only]

Please note that the following is an unofficial English translation of the original Japanese text of the Notice of the 110th Ordinary General Shareholders' Meeting of Mitsui Fudosan 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 original Japanese, the latter shall prevail.

Securities Code: 8801

June 7, 2022

To the Shareholders of Mitsui Fudosan Co., Ltd.

Masanobu Komoda

President and Chief Executive Officer (Representative)

Mitsui Fudosan Co., Ltd.

1-1, Nihonbashi Muromachi 2-chome

Chuo-ku, Tokyo, Japan

Notice of the 110th Ordinary General Shareholders' Meeting

Mitsui Fudosan Co., Ltd. (hereinafter referred to as the "Company") announces that the 110th Ordinary General Shareholders' Meeting (hereinafter referred to as the "Meeting") will be held, as given below. Instead of attending the Meeting, you can exercise your voting rights in writing or via the Internet as provided below. Please take the time to review the attached Reference Materials for the Meeting (pages 4 to 12), and exercise your voting rights by no later than 5:30 p.m. on Tuesday, June 28, 2022 (Tokyo Time).

Exercise of voting rights

You may exercise your voting rights by one of the following three methods.

Please review the attached Reference Materials (on pages 4 to 12) for the Meeting, and exercise your voting rights.

Recommended

1. Exercise of voting rights in writing

Please indicate your approval or disapproval of each proposed item on the attached Exercise of Voting Rights form, and return the form to the Company.

Deadline for exercising voting rights

No later than 5:30 p.m. on Tuesday June 28, 2022 (Tokyo Time)

Recommendations

2. Exercise of voting rights via the Internet, etc.

Please access the website for exercising voting rights from your smartphone or PC and enter your approval or disapproval of the proposals.

Deadline for exercising voting rights

No later than 5:30 p.m. on Tuesday, June 28, 2022 (Tokyo Time)

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3. Exercise of voting rights by attending the Meeting

• For those planning to attend the Meeting in person, please bring this Notice and the Reference Materials for the Meeting with you and submit the attached Exercise of Voting Rights form at the reception desk upon your arrival.

  Date and Time

  Wednesday, June 29, 2022, at 10:00 a.m.

• If you intend to exercise your voting rights by proxy, you may delegate the exercise of your voting rights to another shareholder holding voting rights in the Company in accordance with Article 15 of the Company's Articles of Incorporation. In such case, your proxy is requested to submit a document certifying his/her appointment as proxy.

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1. DATE AND TIME

Wednesday, June 29, 2022, at 10:00 a.m. (Reception is scheduled to start at 9:00 a.m.)

1. PLACE Peacock Room,
   2nd Floor, Main Building Imperial Hotel, Tokyo
   1-1,Uchisaiwai-cho1-chome,Chiyoda-ku, Tokyo
2. AGENDA

Matters for Reporting:

1. The Business Report and report on the Consolidated Financial Statements for the 110th Fiscal Year (from April 1, 2021 to March 31, 2022), as well as the results of audits of the Consolidated Financial Statements conducted by the independent auditors and the Board of Corporate Auditors
2. Report on the Non-Consolidated Financial Statements for the 110th Fiscal Year (from April 1, 2021 to March 31, 2022)

Matters for Resolution:

Item 1: Distribution of Retained Earnings

Item 2: Partial Amendment to the Articles of Incorporation

Item 3: Election of One (1) Managing Director

Item 4: Payment of Bonuses to Managing Directors

*Please note that, in accordance with the provisions of laws and regulations and Article 18 of the Company's Articles of Incorporation, the following items are not listed in the attachments but are instead disclosed on the Company's website. Therefore, the Business Report listed in the attachments is only a part of the Business Report which corporate auditors audited in preparing audit reports, while the Consolidated Financial Statements and the Non-Consolidated Financial Statements listed in the attachments are only parts of the Consolidated Financial Statements and the Non-Consolidated Financial Statements which corporate auditors audited in preparing audit reports and which the independent auditors audited in preparing the financial audit report.

1. "Matters Concerning the Company's Stock Acquisition Rights" of the Business Report
2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
3. "Statement of Changes in Equity" and "Notes to the Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements

*Any changes to the attached Reference Materials for the Meeting, the Business Report, or the Consolidated and Non-Consolidated Financial Statements will be posted on the Company's website.

Company's website

https://www.mitsuifudosan.co.jp/corporate/ir/shareholder/meeting/index.html

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REFERENCE MATERIALS FOR THE MEETING

MATTERS TO BE RESOLVED AND MATTERS FOR REFERENCE

Item 1: Distribution of Retained Earnings

The Company reinvests earnings to increase shareholder value over the medium to long term and likewise returns profits to shareholders based on comprehensive consideration of factors such as the business environment and its performance and finances. With regard to the reinvestment of earnings, based on the recognition of the importance of stable and continuous shareholder returns, the Company strives to undertake the stable payment of dividends while also flexibly repurchasing its own shares in a bid to enhance capital efficiency.

The Company targeted a total shareholder return ratio* of around 35% of net income attributable to shareholders of the parent company. However, in addition to the recovery of the main businesses, "Leasing," "Property Sales," and "Management," in the fiscal year under review, with the prospects for sustainable growth in the next fiscal year and onwards, the Company believes that, having maintained a robust financial position, it can both invest in future growth and increase stable and continuous shareholder returns. Accordingly, the Company has decided to enhance returns to shareholders and set the total return ratio at around 45% of net income attributable to shareholders of the parent from the fiscal year under review. Regarding the annual dividend for the current fiscal year, taking into consideration the overall business performance of the current fiscal year and the above-mentioned returns to shareholders policy, the Company proposes to increase the dividend by ¥11 to ¥55 per share (including an interim dividend of ¥22) compared to the previous fiscal year, and to pay a year-end dividend of ¥33 per share for the current fiscal year, as follows.

Matters Related to Year-End Dividend

1. Asset type of dividend: Cash
2. Matters concerning the year-end allotment of assets to shareholders and the aggregate amount thereof: ¥33 per share of common share, for a total payment of ¥31,366,668,003
   Since the interim dividend of ¥22 per share was already paid in December 2021, total annual cash dividends will be ¥55 per share.
3. Effective date for distribution of retained earnings: June 30, 2022

* Total shareholder return ratio = (Total cash dividends + Total amount of repurchases of the shares of the Company) / Profit attributable to owners of parent

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Cash dividends per share (yen) for the fiscal year

Interim dividend

60			Year-end dividend			55
50
40	44	44	44
40

30

20

10

0

The 106th	The 107th	The 108th	The 109th	The 110th
Apr. 2017-	Apr. 2018-	Apr. 2019-	Apr. 2020- (This fiscal year)
Mar. 2018	Mar. 2019	Mar. 2020	Mar. 2021	Apr. 2021-
				Mar. 2022

Notice concerning share repurchases (announced on March 4, 2022 and May 13, 2022)

With the aim of enhancing returns to shareholders, the Company implemented a repurchase its own shares, as follows.

・Repurchase of own shares (resolved by the Board of Directors on February 4, 2022)

Class and total number of shares repurchased	5,882,600 common shares
Aggregate repurchase price	¥14,999,872,950
Acquisition period	From February 10, 2022 to March 3, 2022
Method of repurchase	Market purchases on the Tokyo Stock Exchange

Additionally, with the aim of further enhancing returns to shareholders through flexible repurchases of its own shares, the Company resolved to repurchase its own shares, as follows.

・Resolution of repurchase of own shares (resolved by the Board of Directors on May 13, 2022)

Class and the maximum total number of shares	10,000,000 common shares
to be repurchased
Maximum total repurchase price	¥15,000,000,000
Period of repurchase (scheduled)	From May 16, 2022 to March 31, 2023
Method of repurchase	Market purchases on the Tokyo Stock Exchange

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