[NOTICE: This Notice of Convocation is a translation of the Japanese original for reference purposes only, and in the event of any discrepancy, the Japanese original shall prevail.]

Securities code: 8306

June 8, 2020

NOTICE OF CONVOCATION OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

Notice is hereby given that the 15th Annual General Meeting of Shareholders (the "Meeting") of Mitsubishi UFJ Financial Group, Inc. (the "Company") will be held as described below.

As a result of careful consideration given the current state of infection of the novel coronavirus, we have decided to hold the Annual General Meeting of Shareholders with suitable measures to prevent the infection. In order to prevent further spread of the infection, please exercise your voting rights in advance in writing or electronically (via the Internet), instead of attending the Annual General Meeting of Shareholders in person. In addition, we would also like to inform you that entry to the venue may be denied due to admission restrictions.

Please review the attached "Reference Materials Concerning the General Meeting of Shareholders" and exercise your voting rights by 5:10 p.m. on Friday, June 26, 2020, following the procedure described on page 3 to 5.

Yours very truly,

MITSUBISHI UFJ FINANCIAL GROUP, INC.

Hironori Kamezawa

Member of the Board of Directors, President & Group CEO

(Representative Corporate Executive)

7-1, Marunouchi 2-chome,

Chiyoda-ku, Tokyo

PARTICULARS

1.

Date and Time of the Meeting:

Monday, June 29, 2020, at 10:00 a.m.

(Reception scheduled to open at 9:00 a.m.)

2.

Place of the Meeting:

Hiten Main Banquet Hall, Grand Prince Hotel New Takanawa

at 3-13-1 Takanawa, Minato-ku, Tokyo

1

3. Matters to be dealt with at the Meeting:

Matters for Reporting:

The Business Report for the 15th Fiscal Year (from April 1, 2019 to March

31, 2020), the Financial Statements, the Consolidated Financial Statements

and the Results of the Audit of the Consolidated Financial Statements by the

Independent Auditors and the Audit Committee.

Matters for Resolution:

First Item of Business

Appropriation of Surplus

Second Item of Business

Election of 16 (sixteen) Directors

If any matter included in the Reference Materials Concerning the General Meeting of Shareholders, the Business Report, the Financial Statements, and the Consolidated Financial Statements is to be modified, we will disclose the details of such modification on our website.

The Company website :

https://www.mufg.jp/

2

Exercise of Voting Rights

Please review the "Reference Materials Concerning the General Meeting of Shareholders" on page 6 onward and exercise your voting rights by either of the following methods:

Exercise of voting rights in writing (voting right exercise form)

Please indicate your votes for or against the propositions on the enclosed voting right exercise form and send the completed form to the Company by return mail.

Deadline: Friday, June 26, 2020, to reach the Company no later than 5:10 p.m.

Exercise of voting rights via the InternetPlease see page 4 to 5 for details.

Please access the voting right exercise website (https://evote.tr.mufg.jp/) (Japanese only) via the Internet and exercise your voting rights.

Please scan the "smartphone voting right exercise website login QR code" to exercise voting rights via smartphone

You can access the voting right exercise website without entering a voting rights exercise code and a password.

Please see next page for details.

Exercise of voting rights by attending the Meeting in person

We strongly recommend that you refrain from attending the meeting in person.

If attending, please submit the enclosed voting right exercise form at the reception.

You are also kindly requested to bring this Notice of Convocation for your reference at the Meeting.

  • In the case of attendance by proxy, please present, to the receptionist at the Meeting, a document evidencing authority of the proxy to act as such, together with the voting right exercise form. Please note that such proxy must be one shareholder of the Company entitled to exercise its own voting rights at the Meeting.

Date and time of the Meeting: Monday, June 29, 2020 at 10:00 a.m.

3

Exercise of voting rights via smartphone

You can access the voting right exercise website without entering a "voting rights exercise code" and a "password" by scanning the "smartphone voting right exercise website login QR code." *Voting rights can be exercised only once using the above method.

1. Scan the QR code

*QR code is a registered trademark of DENSO WAVE INCORPORATED.

2. Select a method of exercising voting rights

3. Select a vote for or against each proposal

4. Complete your vote

Deadline: 5:10 p.m., Friday, June 26, 2020

Please use your smartphone to scan the "smartphone voting right exercise website login QR code" on the bottom right of the enclosed voting right exercise form.

Access the URL shown on the screen to display the voting right exercise website screen.

There are two methods of exercising voting rights available.

Select your vote for or against for each proposal by following the instructions on the screen.

If there are no problems with the details shown on the confirmation screen, click the "Send" button and complete your vote.

Please Note:

Should you wish to change the content of your votes after having once exercised your voting rights, you will need to scan the QR code again and input the 'voting rights exercise code' and 'password' indicated on the voting right exercise form.

4

Exercise of voting rights via the Internet

  • Exercise of voting rights via the Internet includes exercise of voting rights using an electronic voting rights exercise platform.

Please access the voting right exercise website (https://evote.tr.mufg.jp/) via the Internet and exercise your voting rights.

  1. Access the voting right exercise website (screen on PC)
    1. Click "Go to the next page."
  2. Log in
    1. Use your "login ID" and "temporary password" provided on the bottom- right of the voting right exercise form.
    2. Click "Log in."
  3. Register your password
    1. Enter the "temporary password" in the "current password" field and enter a new password of your choice in both the "new password input field" and the "new password input field (for confirmation)." Please be careful not to forget your password.
    2. Click "Send."

Hereafter, please enter your approval or disapproval by following the instructions on the screen.

Deadline: 5:10 p.m., Friday, June 26, 2020

Notes

  • Please note that we request shareholders who exercise their voting rights via the Internet to change their "temporary password" on the voting right exercise website in order to prevent unauthorized access ("spoofing") by third parties other than shareholders and to prevent tampering with the contents of the voting.
  • A new "login ID" and "temporary password" will be provided each time when a General Meeting of Shareholders is convened.
  • Internet access fees, communication charges, etc. incurred in accessing the voting right exercise website from your PC, smartphone or mobile phone are to be borne by the shareholders.

For inquiries regarding exercise of voting rights via the Internet (Help desk)

Securities Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation 0120-173-027(toll-free within Japan) Business hours: From 9:00 a.m. to 9:00 p.m.

  • Information for Institutional Investors Institutional investors may use an "electronic voting rights exercise platform" as a method of exercising the voting rights.
    Handling of the voting rights exercised multiple times
  1. Please be advised that if you exercise the voting rights both in writing and via the Internet, the contents of the voting rights exercised via the Internet shall be deemed valid.
  2. Please be advised that if you exercise the voting rights multiple times via the Internet, the last exercise of the voting rights shall be deemed valid. Similarly, if you exercise the voting rights redundantly via PC, smart phone and mobile phone, the last exercise of the voting rights shall be deemed valid.

5

[TRANSLATION]

REFERENCE MATERIALS CONCERNING

THE GENERAL MEETING OF SHAREHOLDERS

Items of Business and Reference Matters

First Item of Business

Appropriation of Surplus

MUFG's basic policies call for continuously seeking to improve shareholder returns, focusing on dividends in the pursuit of an optimal balance with solid equity capital and strategic investment for growth.

MUFG will aim for the stable and sustainable increase in dividends per share through profit growth, with a dividend payout ratio target of 40%. MUFG will flexibly repurchase its own shares as part of its shareholder return strategies in order to improve capital efficiency. Also, in principle, MUFG will hold a maximum of approximately 5% of the total number of issued shares, and cancel the shares that exceed this amount.

Based on these policies, MUFG proposes the year-end dividend of ¥12.5 per share. Combined with the interim dividend of ¥12.5 per share, annual dividends will total ¥25 per share, an increase of ¥3 per share over the previous fiscal year.

Matters concerning the year-end dividend:

  1. Kind of dividend property Cash
  2. Matters concerning allocation and the total amount of dividend property

Ordinary Shares ¥12.5 per share ¥160,918,704,350 in total

3. Date on which dividends from surplus shall be effective

June 30, 2020

6

Second Item of BusinessElection of 16 (sixteen) Directors

The terms of office of all directors will expire at the close of this Meeting. Therefore, based on the decision of the Nominating and Governance Committee (which constitutes a Nominating Committee under the Companies Act), you are hereby requested to elect 16 (sixteen) directors.

The candidates are as follows.

Each of the 9 (nine) candidates for outside directors meets the Company's "Independence Standards for Outside Directors." The 16 (sixteen) candidates for directors are composed of 12 (twelve) male candidates and 4 (four) female candidates (accounting for 25% of the candidates).

No.

Candidate's Name

Number of

Current Position and

Concurrent

Expertise

Years in

Responsibilities at the

Posts at Listed

Corporate

Finance

Financial

Law

Office

Company

Companies

management

accounting

Member of the Board of

(Ms.)

Directors

Reelected

Outside

-

-

-

1

1

Nominating Member

1

Mariko Fujii

Independent

Compensation Member

Risk Member

(Chairperson)

(Ms.)

-

-

-

-

2

New

Outside

1

Keiko Honda

Independent

(Mr.)

Member of the Board of

-

-

-

3

Reelected

Outside

1

0

Kaoru Kato

Directors

Independent

Audit Member

Member of the Board of

4

(Ms.)

Reelected

Outside

6

Directors

3

-

-

-

Haruka Matsuyama

Independent

Nominating Member

Compensation Member

(Chairperson)

(Mr.)

Member of the Board of

-

-

-

5

Reelected

Outside

3

0

Toby S. Myerson

Directors

Independent

Risk Member

Member of the Board of

(Mr.)

Reelected

Outside

-

-

-

6

1

Directors

4

Hirofumi Nomoto

Nominating Member

Independent

Compensation Member

Member of the Board of

(Mr.)

Reelected

Outside

-

-

7

2

Directors

2

Yasushi Shingai

Independent

Audit Member

Risk Member

Member of the Board of

8

(Ms.)

Reelected

Outside

3

1

-

-

-

Tarisa Watanagase

Directors

Independent

Risk Member

(Mr.)

Member of the Board of

-

-

-

Reelected

Outside

9

5

Directors

0

Akira Yamate

Audit Member

Independent

(Chairperson)

7

No.

Candidate's Name

Number of Years in

Current Position and Responsibilities at the Company

Concurrent Posts at

Office

Listed Companies

10

(Mr.)

Non-Executive

3

Member of the Board of Directors

0

Junichi Okamoto

Audit Member

Reelected

-

11

(Mr.)

Non-Executive

Managing Executive Officer

0

Ritsuo Ogura

New

12

(Mr.)

10

Member of the Board of Directors

3

Reelected

Nobuyuki Hirano

Chairman (Corporate Executive)

13

(Mr.)

3

Member of the Board of Directors

0

Reelected

Kanetsugu Mike

Deputy Chairman (Representative Corporate Executive)

14

(Mr.)

2

Member of the Board of Directors

0

Reelected

Saburo Araki

Deputy Chairman (Representative Corporate Executive)

15

(Mr.)

-

Deputy Chairman (Representative Corporate Executive)

0

Iwao Nagashima

New

Member of the Board of Directors

16

(Mr.)

1

President & Group CEO (Representative Corporate

0

Hironori Kamezawa

Reelected

Executive)

Nominating Member

Compensation Member

Outside

Non-Executive

Candidate for Outside Director

Candidate, being as a non-executive director, who does not concurrently serve as corporate executive, executive officer, employee or executive directors of the Company or its subsidiaries (excluding outside directors)

Independent

Candidate for independent director provided for by Tokyo Stock Exchange, Inc.

Nominating Member:

Member of the Nominating and Governance Committee

Audit Member:

Member of the Audit Committee

Compensation Member:

Member of the Compensation Committee

Risk Member:

Member of the Risk Committee

8

(Reference) Composition, etc. of the Board of Directors

Composition

The board of directors as a whole shall have an appropriately balanced composition that provides a deep understanding of the Group's business and a wealth of knowledge and expertise on finance, financial accounting, risk management and compliance and so forth in order to ensure its effectiveness, and shall meet the following requirements in particular.

The board of directors shall have a balanced composition consisting of internal

Appropriate balance

directors who are familiar with the business of MUFG and independent outside

directors who oversee management and directors from an independent and

objective standpoint.

Ensure independence

The percentage of independent outside directors, in principle, shall be more than

half.

Oversight of the Group's

To ensure the effectiveness of oversight of MUFG Group's management by the

board of directors, the Presidents of MUFG Bank, Ltd., Mitsubishi UFJ Trust

management

and Banking Corporation, and Mitsubishi UFJ Securities Holdings Co., Ltd. will,

in principle, also serve as directors of the Company.

Policy for Election of Members of Directors

For election of directors, the Nominating and Governance Committee shall set forth director election standards focusing on the following and nominate persons who meet such standards as director candidates.

[Outline of Election Standards for Directors]

Qualities of those entrusted

Directors shall have the qualities required to be able to appropriately fulfill their

duty of loyalty and duty of care in the execution of their duties and to contribute

as managers

to the sustainable growth and the increase of corporate value of MUFG over the

medium- to long-term.

Independent outside directors shall have a wealth of knowledge and experience

Qualities of independent

in the fields of corporate management, finance, financial accounting and law and

the qualities required for oversight of the execution of duties by management

outside director

from an independent and objective standpoint, meeting the independence

standards of the MUFG.

Ability of executive

Executive directors shall have extensive knowledge of MUFG Group's business

directors

and the ability to appropriately perform management of MUFG.

Term of Office and Concurrent Posts of Directors

The term of office of directors shall be 1 (one) year. In discussions and decisions

Term of office of directors

by the Nominating and Governance Committee on a candidate for

reappointment, the number of years since such candidate assumed the office of a

director of MUFG shall be considered.

A director may concurrently serve as a director, corporate auditor, executive or

Directors with concurrent

corporate officer at a company other than MUFG Group company only to the

extent such directors is able to have enough time required to appropriately fulfill

posts

the duties as a directors of MUFG, such as understanding the business and other

aspects of the MUFG Group, and the directors shall report periodically to the

board of directors on such concurrent posts.

9

MUFG Independence Standards for Outside Directors

  1. (1) The person does not serve as an executive director, Corporate executive, executive officer, manager or other employee (hereinafter "Executive") of the Company or its subsidiaries, and has not served as an Executive of the Company or its subsidiaries in the 10 years prior to his or her appointment.
    1. If the person at some time during the 10 years prior to his or her appointment had served as a Director, accounting advisor or corporate auditor (excluding a person who served as an Executive) of the Company or its subsidiaries, he or she had not served as an Executive in the 10 years prior to his or her appointment as such Director, accounting advisor or corporate auditor.
  2. (1) The person is not a person or an Executive thereof who deals with the Company or its major subsidiaries*1as a major business partner*2and has not been an Executive thereof in the last 3 years.
    1. The person is not a major business partner or an Executive thereof of the Company or its major subsidiaries, and has not been an Executive thereof in the last 3 years.
  3. If the person is a consultant, accounting expert or legal expert, he or she has not received more than an average of 10 million yen per year in monetary or other assets from the Company excluding executive compensation, in the last 3 years, and is not an employee or other member of an accounting and law firms which deals with the Company as a major business partner*3.
  4. The person is not a spouse or a relative within the second degree of kinship of a Director, corporate executive, executive officer of the Company or its subsidiaries or a person whose independence from the Company has not been deemed to be assured by reason of Requirements 2 and 3 above.
  5. The person is not a current major shareholder*4of the Company or an Executive thereof.
  6. The person is not an audit corporation or an employee or other member of such audit corporation of the Company or its subsidiaries, and has not engaged in the audit operations of the Company or its subsidiaries as such employee in the last 3 years.

*1

Major subsidiaries:

MUFG Bank, Ltd., Mitsubishi UFJ Trust and Banking Corporation,

Mitsubishi UFJ Securities Holding Co., Ltd.

*2

Major business partner:

Based on the criterion of 2% or more of annual consolidated net sales

(annual consolidated gross profits in the case of the Company).

*3

Major business partner:

Based on the criterion of 2% or more of annual net sales.

*4

Major shareholder:

Shareholder holding 10% or more of total voting rights

10

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

1 year

Number 1

Mariko Fujii

Date of Birth: March 9, 1955 (Age: 65)*As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Current Position, Responsibilities at the Company and Attendance at Meeting

of the Board of Directors, etc.

Meeting of the

8/8 (100%)

Member of the Board of Directors

Member of the Nominating and

Board of Directors

12/12 (100%)

Nominating and

Governance Committee

Governance

Member of the Compensation

Committee

5/5 (100%)

Compensation

Committee

Committee

Member of the Risk Committee

(Chairperson)

Career summary

April 1977

Joined the Ministry of Finance

July 1997

Director of International Affairs and Research Division,

Customs and Tariff Bureau of the Ministry of Finance

April 1999

Associate Professor of Research Center for Advanced Science

and Technology of the University of Tokyo

March 2001

Professor of Research Center for Advanced Economic

Engineering of the University of Tokyo

April 2004

Professor of Research Center for Advanced Science and

Technology of the University of Tokyo (National University

Corporation)

June 2014

Outside Director of Electric Power Development Co., Ltd.

October 2015

Resigned from Professor of Research Center for Advanced

Science and Technology of the University of Tokyo (National

University Corporation)

Resigned from Outside Director of Electric Power

Development Co., Ltd.

October 2015

Ambassador Extraordinary and Plenipotentiary of Japan to the

Republic of Latvia

June 2016

Professor Emerita of the University of Tokyo (incumbent)

January 2019

Retired from Ambassador Extraordinary and Plenipotentiary of

Japan to the Republic of Latvia

June 2019

Outside Director of NTT DATA CORPORATION (incumbent)

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

Important status in other companies

Outside Director of NTT DATA CORPORATION

Reason for proposing as candidate for Outside Director

After serving at the Ministry of Finance, Ms. Fujii has served in various important positions, including Professor of Research Center for Advanced Science and Technology of the University of Tokyo and Ambassador Extraordinary and Plenipotentiary of Japan and has built expertise and abundant experience in the areas of finance and economy through her career. The Company proposes her election as outside director since she is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reason stated above.

Supplementary information on independence

Ms. Fujii meets the Company's "Independence Standards for Outside Directors."

11

Newly Elected

Outside

Independent

Number 2Keiko Honda

Date of Birth: September 27, 1961 (Age: 58) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Career summary

April 1984

Joined Bain & Company Japan, Inc.

May 1986

Joined Shearson Lehman Brothers Securities Co., Ltd.

July 1989

Joined McKinsey & Company Inc. Japan

July 1999

Partner of McKinsey & Company Inc. Japan

July 2007

Director (Senior Partner) of McKinsey & Company Inc. Japan

July 2013

Chief Executive Officer of Multilateral Investment Guarantee

Agency, World Bank Group

October 2019

Retired from Chief Executive Officer of Multilateral Investment

Guarantee Agency, World Bank Group

January 2020

Adjunct Professor and Adjunct Senior Research Scholar of School

of International and Public Affairs, Columbia University

(incumbent)

March 2020

Outside Director of AGC Inc. (incumbent)

Important status in other companies

Adjunct Professor and Adjunct Senior Research Scholar of School of International and Public Affairs, Columbia University

Outside Director of AGC Inc.

Reason for proposing as candidate for Outside Director

After working at McKinsey & Company Inc. Japan, Ms. Honda served as Chief Executive Officer of Multilateral Investment Guarantee Agency of World Bank Group. She has built expertise and abundant experience in the areas of finance and economy through her career. The Company proposes her election as outside director since she is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reason stated above.

Supplementary information on independence

Ms. Honda meets the Company's "Independence Standards for Outside Directors."

12

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

1 year

Number 3Kaoru Kato

Date of Birth: May 20, 1951 (Age: 69)*As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Current Position, Responsibilities at the Company and Attendance at Meeting

of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

8/8 (100%)

Board of Directors

Member of the Audit Committee

Audit Committee

10/10 (100%)

Career summary

April 1977

Joined Nippon Telegraph and Telephone Public Corporation (NTT)

July 1999

General Manager of Plant Department of NTT Kansai Mobile

Communications Network, Inc.

April 2000

General Manager of Plant Department of NTT DoCoMo

Kansai Inc.

June 2002

General Manager of Corporate Strategy and Planning

Department, Member of the Board of Directors of NTT

DoCoMo Kansai Inc.

July 2005

Representative Director and Senior Corporate Executive

Officer of Sumitomo Mitsui Card Co., Ltd

July 2007

Executive Vice President, General Manager of Corporate

Strategy and Planning Department, Member of the Board of

Directors of NTT DoCoMo Kansai Inc.

June 2008

Executive Vice President, General Manager of Corporate

Strategy and Planning Department, Member of the Board of

Directors of NTT DOCOMO, INC.

June 2012

President and Chief Executive Officer, Member of the Board

of Directors of NTT DOCOMO, INC.

June 2016

Corporate Advisor, Member of the Board of Directors of NTT

DOCOMO, INC.

June 2018

Corporate Advisor of NTT DOCOMO, INC. (incumbent)

June 2019

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

Important status in other companies

Corporate Advisor of NTT DOCOMO, INC.

President of Japan Telework Association

Reason for proposing as candidate for Outside Director

Having served in various important positions, including President and Chief Executive Officer, Member of the Board of Directors, and Corporate Advisor of NTT DOCOMO, INC., Mr. Kato has affluent experience, knowledge and wisdom as a corporate manager. The Company proposes his election as outside director since he is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Supplementary information on independence

Mr. Kato meets the Company's "Independence Standards for Outside Directors."

He currently serves as Corporate Advisor of NTT DOCOMO, INC., with which the Company had business accounting for less than 1% of NTT DOCOMO, INC.'s consolidated net sales and the Company's consolidated gross profit in fiscal year 2019. In light of this, among other reasons, such relationship would not affect his independence from the Company.

13

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

6 years

Number 4Haruka Matsuyama

Date of Birth: August 22, 1967 (Age: 52) *As of the date of assumption of office.

* The officially registered name of Ms. Haruka Matsuyama is Haruka Kato.

Type and Number of Company's Shares Owned

Ordinary Shares 4,040

Current Position, Responsibilities at the Company and Attendance at Meeting of

the Board of Directors, etc.

Member of the Board of Directors

Meeting of the Board

10/10 (100%)

of Directors

Member of the Nominating and

Nominating and

14/14 (100%)

Governance Committee

Governance Committee

Member of the Compensation Committee

Compensation

8/8 (100%)

(Chairperson)

Committee

Career summary

April 1995

Assistant Judge to the Tokyo District Court

July 2000

Registered as an attorney at law, Member of the Daini Tokyo

Bar Association

Joined Hibiya Park Law Offices

January 2002

Partner of Hibiya Park Law Offices (incumbent)

June 2012

Outside Corporate Auditor of Vitec Co., Ltd.

June 2013

Outside Director of T&D Holdings, Inc. (incumbent)

June 2014

External Auditor & Supervisory Board Member of MITSUI &

CO., LTD. (incumbent)

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

June 2015

Outside Director of Vitec Co., Ltd. (current Restar Holdings

Corporation) (incumbent)

Important status in other companies

Partner of Hibiya Park Law Offices

Outside Director of T&D Holdings, Inc.

Outside Director of Restar Holdings Corporation

External Auditor & Supervisory Board Member of MITSUI & CO., LTD.

Reason for proposing as candidate for Outside Director

Ms. Matsuyama has extensive experience as an attorney and professional insight on general legal affairs. The Company proposes her election as outside director since she is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term. Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reason stated above.

Supplementary information on independence

Ms. Matsuyama meets the Company's "Independence Standards for Outside Directors."

She currently serves as the Partner of Hibiya Park Law Offices, with which the Company has no advisory contract and has not had transaction since fiscal year 2014 in which she assumed the post of the Company's director. In addition, although there was transaction related to legal advice, etc. between the Company and the concerned law office in fiscal year 2013, before she assumed the post of the Company's director, since the amount of transaction was less than ¥2 million, among other reasons, such relationship would not affect her independence from the Company.

14

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

3 years

Number 5Toby S. Myerson

Date of Birth: July 20, 1949 (Age: 70)*As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares *0

  • Mr. Toby S. Myerson substantively owns 368 shares of the Company by way of American Depository Receipts (ADR).

Current Position, Responsibilities at the Company and Attendance at Meeting

of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

10/10 (100%)

Member of the Risk Committee

Board of Directors

Career summary

September 1977

Registered an attorney at law, admitted in States of New York

and California in the United States

October 1981

Joined Paul, Weiss, Rifkind, Wharton & Garrison LLP

June 1983

Partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP

April 1989

Managing Director of Wasserstein Perella & Co. Inc.

November 1990

Partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP

June 2014

Outside Director of MUFG Union Bank, N.A. (incumbent)

December 2016

Resigned from Paul, Weiss, Rifkind, Wharton & Garrison LLP

January 2017

Chairman & CEO of Longsight Strategic Advisors LLC

(incumbent)

February 2017

Outside Director of MUFG Americas Holdings Corporation

(incumbent)

June 2017

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

Important status in other companies

Chairman & CEO of Longsight Strategic Advisors LLC

Outside Director of MUFG Americas Holdings Corporation

Outside Director of MUFG Union Bank, N.A.

Reason for proposing as candidate for Outside Director

Mr. Myerson has extensive experience as an attorney and professional insight on the fields of corporate legal affairs and successful mergers, acquisitions, divestiture and takeover transactions. The Company proposes his election as outside director since he is expected to contribute extensive global outlook to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Supplementary information on independence

Mr. Myerson meets the Company's "Independence Standards for Outside Directors."

Although he served as a Partner and Co-Head of the Global Mergers and Acquisitions Group of Paul, Weiss, Rifkind, Wharton & Garrison LLP, he left the Firm in December 2016, and has not been involved in its management after resignation. In addition, although he currently serves as Chairman & CEO of Longsight Strategic Advisors LLC, a strategic advisory firm he established in January 2017, there is no relation between this company and the Company. In light of this and other reasons, such relationship would not affect his independence from the Company.

15

Number 6Hirofumi Nomoto

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

1 year

Date of Birth: September 27, 1947 (Age: 72) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 25,000

Current Position, Responsibilities at the Company and Attendance at Meeting

of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

8/8 (100%)

Board of Directors

Member of the Nominating and

Nominating and

12/12 (100%)

Governance Committee

Governance

Committee

Member of the Compensation

Compensation

5/5 (100%)

Committee

Committee

Career summary

April 1971

Joined TOKYU CORPORATION

April 2003

Executive General Manager of Media Business Headquarters

of TOKYU CORPORATION

April 2004

President & Representative Director of its communications Inc.

June 2007

Director of TOKYU CORPORATION

Executive Officer of Real Estate Development Business Unit

of TOKYU CORPORATION

January 2008

Managing Director of TOKYU CORPORATION

June 2008

Senior Managing Director of TOKYU CORPORATION

April 2010

Executive Officer & Senior Executive General Manager of

Urban Life Produce Business Unit of TOKYU

CORPORATION

June 2010

Senior Managing Director & Representative Director of

TOKYU CORPORATION

April 2011

President & Representative Director of TOKYU

CORPORATION

April 2018

Chairman & Representative Director of TOKYU

CORPORATION (incumbent)

June 2019

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

Important status in other companies

Chairman & Representative Director of TOKYU CORPORATION

Director of Tokyu Fudosan Holdings Corporation

Director of TOKYU RECREATION CO., LTD.

Outside Director of TOEI COMPANY, LTD.

Reason for proposing as candidate for Outside Director

Having served in various important positions, including President & Representative Director of TOKYU CORPORATION, Mr. Nomoto has affluent experience, knowledge and wisdom as a corporate manager. The Company proposes his election as outside director since he is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long- term.

Supplementary information on independence

Mr. Nomoto meets the Company's "Independence Standards for Outside Directors."

He currently serves as Chairman & Representative Director of TOKYU CORPORATION, with which the Company had business accounting for less than 1% of the TOKYU CORPORATION's consolidated net sales and the Company's consolidated gross profit in fiscal year 2019. In light of this, among other reasons, such relationship would not affect his independence from the Company.

16

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

2 years

Number 7Yasushi Shingai

Date of Birth: January 11, 1956 (Age: 64) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Current Position, Responsibilities at the Company and Attendance at Meeting of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the Board of

10/10 (100%)

Directors

Member of the Audit Committee

Audit Committee

15/16 (93%)

Member of the Risk Committee

Career summary

April 1980

Joined Japan Tobacco and Salt Public Corporation

July 2001

Vice President, Financial Planning Division of Japan Tobacco

June 2004

Inc. (JT)

Senior Vice President, Head of Finance Group of JT

July 2004

Senior Vice President, Chief Finance Officer of JT

June 2005

Member of the Board, Senior Vice President, and Chief Finance

June 2006

Officer of JT

Member of the Board of JT

Executive Vice President and Deputy CEO of JT International

June 2011

S.A.

Representative Director and Executive Vice President of JT

June 2014

External Board Director of Recruit Holdings Co., Ltd.

January 2018

Member of the Board of JT

March 2018

Outside Director of Asahi Group Holdings, Ltd. (incumbent)

June 2018

Member of the Board of Directors (Outside Director) of the

June 2019

Company (incumbent)

Outside Director of Dai-ichi Life Holdings, Inc. (incumbent)

Important status in other companies

Outside Director of Asahi Group Holdings, Ltd.

Outside Director of Dai-ichi Life Holdings, Inc.

Reason for proposing as candidate for Outside Director

Having served in various important positions, including Member of the Board, Senior Vice President and Chief Finance Officer (CFO) of Japan Tobacco Inc. (JT), Executive Vice President and Deputy CEO and CFO of JT International S.A., and Representative Director and Executive Vice President and Deputy CEO of JT, Mr.

Shingai has affluent experience as a global corporate manager and professional insight not only in corporate finance, but also M&A and corporate management after M&A. The Company proposes his election as outside director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Supplementary information on independence

Mr. Shingai meets the Company's "Independence Standards for Outside Directors."

He resigned as Member of the Board of JT in March 2018 and has not been involved in its management or business execution since his resignation. In addition, the Company had business accounting for less than 1% of the Japan Tobacco Inc.'s consolidated net sales and the Company's consolidated gross profit in fiscal year 2019. In light of this, among other reasons, such relationship would not affect his independence from the Company.

17

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

3 years

Number 8Tarisa Watanagase

Date of Birth: November 30, 1949 (Age: 70) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Current Position, Responsibilities at the Company and Attendance at Meeting of

the Board of Directors, etc.

Member of the Board of Directors

Meeting of the Board

10/10 (100%)

Member of the Risk Committee

of Directors

Career summary

June 1975

Joined the Bank of Thailand

January 1988

Economist, International Monetary Fund (IMF) (On the

Secondment)

October 2002

Deputy Governor of the Bank of Thailand

November 2006

Governor of the Bank of Thailand

September 2010

Retired from the Bank of Thailand

March 2013

Outside Director of The Siam Cement Public Company Limited

(incumbent)

June 2017

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

Important status in other companies

Outside Director of The Siam Cement Public Company Limited

Reason for proposing as candidate for Outside Director

Ms. Watanagase has extensive experience as the former Governor of the Bank of Thailand, the central bank of the country, and professional insight on finance and economics. The Company proposes her election as outside director since she is expected to contribute extensive global outlook to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long-term.

Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reason stated above.

Supplementary information on independence

Ms. Watanagase meets the Company's "Independence Standards for Outside Directors."

18

Reelected

Outside

Independent

NumberofYearsinOffice as Outside Director

5 years

Number 9Akira Yamate

Date of Birth: November 23, 1952 (Age: 67) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 0

Current Position, Responsibilities at the Company and Attendance at Meeting of

the Board of Directors, etc.

Member of the Board of Directors

Meeting of the Board

10/10 (100%)

of Directors

Member of the Audit Committee

Audit Committee

16/16 (100%)

(Chairperson)

Career summary

Joined Price Waterhouse Japan

November 1977

March 1983

Registered as Certified Public Accountant in Japan

July 1991

Representative Partner of Aoyama Audit Corporation

Partner of Price Waterhouse

April 2000

Representative Partner of Chuo Aoyama Audit Corporation

Partner of PricewaterhouseCoopers

September 2006

Representative Partner of PricewaterhouseCoopers Aarata

June 2013

Resigned from PricewaterhouseCoopers Aarata

External Audit & Supervisory Board Member of Nomura Real

Estate Holdings, Inc.

External Audit & Supervisory Board Member of Nomura Real

Estate Development Co., Ltd.

June 2015

Member of the Board of Directors (Outside Director) of the

Company (incumbent)

External Director of Nomura Real Estate Holdings, Inc.

External Member of Board of Statutory Auditors, of Prudential

Holdings of Japan, Inc. (incumbent)

June 2019

External Director of Nomura Real Estate Development Co., Ltd.

(incumbent)

Important status in other companies

External Member of Board of Statutory Corporate Auditors, Prudential Holdings of Japan, Inc. External Director of Nomura Real Estate Development Co., Ltd.

Reason for proposing as candidate for Outside Director

Mr. Yamate has affluent experience as a Certified Public Accountant and professional insight in accounting and auditing. The Company proposes his election as outside director since he is expected to contribute to the effective enhancement of the board of directors' decision-making function and oversight function, with the aim of facilitating sustainable growth of the Company and increasing its corporate value over the medium- to long- term.

Supplementary information on independence

Mr. Yamate meets the Company's "Independence Standards for Outside Directors." Although he had been a Representative Partner of PricewaterhouseCoopers Aarata (current PricewaterhouseCoopers Aarata LLC) in the past, he resigned from the firm in June 2013, and has not been involved in its management. In light of this, among other reasons, such relationship would not affect his independence from the Company.

19

Reelected

Non-Executive

Number of Years in Office as Director

3 years

Number 10

Junichi Okamoto

Date of Birth: November 9, 1957 (Age: 62) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 182,892

Current Position, Responsibilities at the Company and Attendance at Meeting of

the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

10/10 (100%)

Board of Directors

Member of the Audit Committee

Audit Committee

16/16 (100%)

Career summary

The Company

June 2010

Executive Officer

June 2013

Member of the Board of Directors

June 2015

Senior Managing Corporate Executive

June 2017

Member of the Board of Directors (incumbent)

Subsidiaries, etc.

April 1980

Joined The Toyo Trust and Banking Company, Limited

June 2008

Executive Officer of Mitsubishi UFJ Trust and Banking

Corporation (hereafter "the Trust Bank")

June 2010

Managing Executive Officer of the Trust Bank

June 2012

Senior Managing Executive Officer of the Trust Bank

June 2013

Deputy President of the Trust Bank

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of the Trust Bank in 2008, Mr. Okamoto has served as General Manager of Pension Trust Division, General Manager of Business Division VI and Deputy President at the Trust Bank. He also served as Senior Managing Corporate Executive, Group Head of Trust Assets Business Group of the Company. At present, he is Member of the Board of Directors, Member of the Audit Committee (Full-Time) of the Company.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

20

Newly Elected

Non-Executive

Number 11Ritsuo Ogura

Date of Birth: January 21, 1964 (Age: 56) *As of the date of assumption of office.

Type and Number of Company's Shares Owned Ordinary Shares 88,534 Dilutive Shares* 49,388

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position, Responsibilities at the Company

Managing Executive Officer

Career summary

The Company

June 2012

Executive Officer

May 2017

Managing Executive Officer

April 2019

Managing Corporate Executive

April 2020

Managing Executive Officer (incumbent)

Subsidiaries, etc.

April 1986

Joined the Sanwa Bank, Limited

June 2012

Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(current MUFG Bank, hereafter "the Bank")

May 2016

Managing Executive Officer of the Bank

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently the Bank) in 2012, Mr. Ogura has served as General Manager of the Operation Service Planning Division, General Manager of the Retail Banking Business Planning Division, Deputy Chief Executive of the Retail Banking Business Unit, Deputy Chief Executive of Corporate Services and CDO, as well as Officer in charge of Retail Banking Business and Assistant Group Head of the Global Business Group of the Company, Group CDO and Deputy Chief Officer of the Operations & Systems Planning Division, Managing Corporate Executive & Group CAO and Head of Internal Audit Division. At present, he is Managing Executive Officer of the Company.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

21

Reelected

Number of Years in Office as Director

10 years

Number 12Nobuyuki Hirano

Date of Birth: October 23, 1951 (Age: 68) *As of the date of assumption of office.

Type and Number of Company's Shares OwnedOrdinary Shares 82,141 Dilutive Shares* 647,933

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position, Responsibilities at the Company and Attendance at Meeting of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the Board of

10/10 (100%)

Chairman (Corporate Executive)

Directors

Career summary

The Company

July 2004 Executive Officer

June 2005 Member of the Board of Directors

June 2009 Managing Executive Officer

June 2010 Member of the Board of Directors

October 2010 Member of the Board of Directors, Deputy President April 2012 Member of the Board of Directors

April 2013 President & CEO

June 2015 Member of the Board of Directors, President & Group CEO

April 2019 Member of the Board of Directors, Chairman (Corporate Executive) (incumbent)

Subsidiaries, etc.

April 1974 Joined The Mitsubishi Bank, Limited

June 2001 Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (BTM)

May 2005 Managing Executive Officer of BTM

June 2005 Member of the Board of Directors, Managing Executive Officer of BTM October 2008 Member of the Board of Directors, Senior Managing Executive Officer

of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (current MUFG Bank, hereafter "the Bank")

June 2009 Member of the Board of Directors, Deputy President of the Bank April 2012 President & CEO of the Bank

April 2016 Chairman of the Board of Directors of the Bank

April 2019 Member of the Board of Directors of the Bank

Important status in other companies

Director of Morgan Stanley

Outside Audit & Supervisory Board Members of TOYOTA MOTOR CORPORATION Outside Director of Mitsubishi Heavy Industries, Ltd.

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (currently the Bank) in 2001, Mr. Hirano has served as General Manager of the Corporate Banking Division No. 2, General Manager of the Corporate Planning Office, Officer in charge of the Corporate Administration Division and Corporate Planning Division, Deputy President, and President at the Bank. He also served as President & Group CEO of the Company. At present, he is Member of the Board of Directors, Chairman (Corporate Executive) of the Company.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

22

Number 13

Kanetsugu Mike

Date of Birth: November 4, 1956 (Age: 63) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 49,362

Dilutive Shares* 379,720

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position, Responsibilities at the Company and Attendance at Meeting of

the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

10/10 (100%)

Deputy Chairman (Representative

Board of Directors

Corporate Executive)

Reelected

Nominating and

14/14 (100%)

Governance

Number of Years in

Committee

Office as Director

Compensation

8/8 (100%)

3 years

Committee

Career summary

The Company

Executive Officer

June 2005

May 2011

Managing Executive Officer

May 2016

Senior Managing Corporate Executive

June 2017

Member of the Board of Directors, Deputy Chairman

April 2019

(Representative Corporate Executive)

Member of the Board of Directors, President & Group CEO

April 2020

(Representative Corporate Executive)

Member of the Board of Directors, Deputy Chairman

(Representative Corporate Executive) (incumbent)

Subsidiaries, etc.

April 1979

Joined The Mitsubishi Bank, Limited

June 2005

Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd.

May 2009

Managing Executive Officer of The Bank of Tokyo-Mitsubishi

June 2011

UFJ, Ltd. (current MUFG Bank, hereafter "the Bank")

Member of the Board of Directors, Managing Executive Officer

May 2013

of the Bank

Senior Managing Executive Officer of the Bank

October 2015

Executive Chairman of MUFG Americas Holdings Corporation

May 2016

Executive Chairman of MUFG Union Bank, N.A.

Deputy President of the Bank

June 2016

Member of the Board of Director, Deputy President of the Bank

June 2017

President & CEO of the Bank (incumbent)

Important status in other companies

President & CEO of MUFG Bank, Ltd.

Chairman of Japanese Bankers Association

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (current the Bank) in 2005, Mr. Mike has served as General Manager of the Business & Systems Integration Division, Chief Executive of Corporate Services and Co-Chief Executive of the Global Business Unit. He also served as Director of Bank of Ayudhya Public Company Limited, Executive Chairman of MUFG Americas Holdings Corporation, Executive Chairman of MUFG Union Bank, N.A., Group Head of the Global Business Group, and President & Group CEO (Representative Corporate Executive) of the Company. At present, he is Member of the Board of Directors, Deputy Chairman (Representative Corporate Executive) of the Company, concurrently serving as President & CEO of MUFG Bank, Ltd.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

23

Reelected

Number of Years in Office as Director

2 years

Number 14Saburo Araki

Date of Birth: August 6, 1957 (Age: 62) *As of the date of assumption of office.

Type and Number of Company's Shares Owned Ordinary Shares 210,980 Dilutive Shares* 71,264

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position and Responsibilities at the Company and Attendance at Meeting of the Board of Directors, etc.

Member of the Board of Directors

Meeting of the

10/10 (100%)

Deputy Chairman

Board of Directors

(Representative Corporate Executive)

Career summary

The Company

Executive Officer

May 2009

May 2011

Managing Executive Officer

June 2012

Member of the Board of Directors

June 2014

Managing Executive Officer

June 2015

Senior Managing Corporate Executive

April 2018

Deputy Chairman (Representative Corporate Executive)

June 2018

Member of the Board of Directors, Deputy Chairman

(Representative Corporate Executive) (incumbent)

Subsidiaries, etc.

Joined The Mitsubishi Bank, Limited

April 1981

June 2007

Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

May 2011

(current MUFG Bank, hereafter "the Bank")

Managing Executive Officer of the Bank

June 2012

Member of the Board of Directors, Managing Executive Officer

May 2015

of the Bank

Member of the Board of Directors, Senior Managing Executive

May 2016

Officer of the Bank

Member of the Board of Directors, Deputy President of the Bank

April 2018

President & CEO of Mitsubishi UFJ Securities Holdings Co.,

Ltd. (incumbent)

President & CEO of Mitsubishi UFJ Morgan Stanley Securities

Co., Ltd. (incumbent)

Important status in other companies

President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd.

President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently the Bank) in 2007, Mr. Araki has served as General Manager of the Human Resources Division, General Manager of the Corporate Planning Division, General Manager of Corporate Banking Group No. 1, Officer in charge of the Corporate Administration Division and Corporate Planning Division, and Deputy President and Chief Executive of the Corporate Banking Business Unit at the Bank. He also served as Group Head of the Integrated Corporate Banking Business Group of the Company. At present, he is Member of the Board of Directors, Deputy Chairman (Representative Corporate Executive) of the Company, concurrently serving as President & CEO of Mitsubishi UFJ Securities Holdings Co., Ltd. and President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

24

Number 15Iwao Nagashima

Date of Birth: March 15, 1963 (Age: 57) *As of the date of assumption of office.

Type and Number of Company's Shares Owned

Ordinary Shares 90,581

Dilutive Shares* 246,603

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position, Responsibilities at the Company

Deputy Chairman (Representative

Corporate Executive)

Career summary

Newly Elected

The Company

Executive Officer

June 2013

June 2015

Managing Executive Officer

April 2019

Senior Managing Corporate Executive

April 2020

Deputy Chairman (Representative Corporate Executive)

(incumbent)

Subsidiaries, etc.

Joined the Mitsubishi Trust and Banking Corporation

April 1985

June 2011

Executive Officer of Mitsubishi UFJ Trust and Banking

Corporation (hereafter "the Trust Bank")

June 2013

Managing Executive Officer of the Trust Bank

June 2015

Director and Managing Executive Officer of the Trust Bank

June 2016

Director and Senior Managing Executive Officer of the Trust

Bank

April 2019

Director, Deputy President, and Executive Officer of the Trust

Bank

April 2020

President and CEO of MU Trust Apple Planning Company, Ltd.

President and CEO of the Trust Bank (incumbent)

Important status in other companies

President and CEO of Mitsubishi UFJ Trust and Banking Corporation

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of the Trust Bank in 2011, Mr. Nagashima has served as General Manager of the Securities Investment Division, General Manager of the Corporate Planning Division, Chief Executive of the Market and Global Business Unit, Deputy President and Executive Officer, CHRO and CDTO of the Trust Bank. He also served as Deputy Group Head of the Global Markets Business Group and Group CHRO and Deputy CDTO of the Company. At present, he is Deputy Chairman (Representative Corporate Executive) of the Company, concurrently serving as President and CEO of the Trust Bank.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

25

Number 16Hironori Kamezawa

Date of Birth: November 18, 1961 (Age: 58) *As of the date of assumption of office.

Type and Number of Company's Shares Owned Ordinary Shares 25,539 Dilutive Shares* 277,194

*The number of corresponding vested points in the stock compensation system using a trust structure

Current Position, Responsibilities at the Company

Member of the Board of Directors

Meeting of the

8/8 (100%)

President & Group CEO

Board of Directors

(Representative Corporate Executive)

Member of the Nominating and

Reelected

Governance Committee

Member of the Compensation Committee

Number of Years in

Career summary

Office as Director

The Company

Executive Officer

1 year

June 2010

May 2014

Managing Executive Officer

May 2017

Managing Corporate Executive

May 2018

Senior Managing Corporate Executive

April 2019

Deputy President (Representative Corporate Executive)

June 2019

Member of the Board of Directors, Deputy President

April 2020

(Representative Corporate Executive)

Member of the Board of Directors, President & Group CEO

(Representative Corporate Executive) (incumbent)

Subsidiaries, etc.

Joined The Mitsubishi Bank, Limited

April 1986

June 2010

Executive Officer of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

May 2014

(current MUFG Bank, hereafter "the Bank")

Managing Executive Officer of the Bank

June 2017

Member of the Board of Directors, Managing Executive Officer

May 2018

of the Bank

Member of the Board of Directors, Senior Managing Executive

December 2018

Officer of the Bank

Representative of the Board of Directors & CEO of Global

April 2019

Open Network, Inc.

Member of the Board of Directors, Deputy President of the

Bank

Representative of the Board of Directors & CEO of Global

April 2020

Open Network Japan, Inc.

Member of the Board of Directors of the Bank (incumbent)

Important status in other companies

Member of the Board of Directors of the MUFG Bank, Ltd.

Reason for proposing as candidate for Director

Since assuming the post of Executive Officer of The Bank of Tokyo-Mitsubishi, Ltd. (currently the Bank) in 2010, Mr. Kamezawa has served as General Manager of Credit Policy & Planning Division, General Manager of Global Markets Planning Division, and Deputy Chief Executive of Regional Headquarters for the Americas, General Manager of New York Branch (concurrently seconded to MUFG Union Bank, N.A.), and Deputy President and CDTO. He also served as Managing Director, Head of Investment and Credit Policy & Planning Division, Deputy Managing Director for the Americas, and Deputy Chairman (Representative Corporate Executive), Group COO & Group CDTO of the Company. At present, he is Member of the Board of Directors, President & Group CEO (Representative Corporate Executive) of the Company, concurrently serving as Member of the Board of Directors of the MUFG Bank, Ltd.

He is thoroughly familiar with the Group's businesses and possesses affluent business experience and extensive knowledge necessary to manage the Group in an appropriate manner. The Company proposes his election as director since he is expected to contribute to the effective enhancement of the board of directors' decision- making function and supervisory function, with the aim of achieving sustainable growth of the Company and its increased corporate value over the medium- to long-term.

26

(Notes)

1. The Company has entered into limited liability agreements with directors who are non-executive directors. Ms. Mariko Fujii, Mr. Kaoru Kato, Ms. Haruka Matsuyama, Mr. Toby S. Myerson, Mr. Hirofumi Nomoto, Mr. Yasushi Shingai, Ms. Tarisa Watanagase, Mr. Akira Yamate and Mr. Junichi Okamoto in accordance with the provision set forth in Article 427, Paragraph 1 of the Companies Act. The content of limited liability agreement is as follows. In addition, the Company plans to enter into the same limited liability agreement with Ms. Keiko Honda and Mr. Ritsuo Ogura.

(Summary of the content of the Limited Liability Agreement)

With respect to the liability set forth in Articles 423, Paragraph 1 of the Companies Act, when an outside director acts in good faith and is not grossly negligent in conducting an outside director's duties, the outside director shall assume liability for damages limited by the greater of ¥10 million or the minimum liability amount prescribed in Articles 425, Paragraph 1 of the Companies Act.

  1. The Company designated Ms. Mariko Fujii, Mr. Kaoru Kato, Ms. Haruka Matsuyama, Mr. Toby S. Myerson, Mr. Hirofumi Nomoto, Mr. Yasushi Shingai, Ms. Tarisa Watanagase and Mr. Akira Yamate as independent directors provided for by Tokyo Stock Exchange, Inc., and has notified the Tokyo Stock Exchange, Inc. to that effect. Likewise, the Company intends to designate Ms. Keiko Honda as an independent director and notify the Tokyo Stock Exchange to that effect.
  2. Mr. Kanetsugu Mike, Mr. Saburo Araki, Mr. Iwao Nagashima and Mr. Hironori Kamezawa are the Representative Corporate Executives of the Company.
  3. Mr. Saburo Araki serves concurrently as President & CEO of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. There is a business relationship, etc. with respect to financial instruments such as shares and bonds between the Company and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
  4. There are no special interests between each of the other candidates and the Company.
  5. Attendance at meeting of the board of directors, etc. for Ms. Mariko Fujii, Mr. Kaoru Kato, Mr. Hirofumi Nomoto and Mr. Hironori Kamezawa refers to the meetings held after they assumed the post of Member of the Board of Directors in June 2019.
  6. The members of the committees will be as follows upon approval of this Item of Business. The chairperson of each committee is scheduled to be selected from among independent outside directors.

Nominating and

Governance

Name

Committee

Compensation

Audit Committee

(Nominating

Committee

Committee under the

Companies Act)

Mariko Fujii

Kaoru Kato

Haruka Matsuyama

Hirofumi Nomoto

Yasushi Shingai

Akira Yamate

Junichi Okamoto

Ritsuo Ogura

Hironori Kamezawa

27

(Reference) Corporate Governance Highlight

Fundamental Concepts

The Company will aim for sustainable growth and the increase of corporate value over the medium- to long-term, in consideration of the perspectives of its stakeholders, including shareholders as well as customers, employees and local communities. The Company will aim to realize effective corporate governance through fair and highly transparent management based on the guidance provided by MUFG Corporate Governance Policies established in May 2015.

Steps to Improve Our Governance Structure

Since its establishment, the Company has worked to build a stable and effective corporate governance structure, putting emphasis on ensuring external oversight. In June 2015, the Company transitioned to the "company with three committees" governance structure. The functions of oversight and execution in the holding company are separated, thereby strengthening the oversight function of the board of directors and the committee system has also been reorganized for more effective governance. We are aiming for a governance framework that will be more familiar and transparent to overseas stakeholders, in line with our status as a G-SIB (Global Systemically Important Bank Group).

In June 2017, two foreign nationals were invited as outside directors in an effort to further diversify the board of directors, and in June 2018 a system was established in which outside directors made up the majority of the board of directors. In addition, upon the approval of the Second Item of Business as proposed at this Annual General Meeting of Shareholders, the number of female outside directors will increase by one, thus further strengthening the diversity of the board of directors' composition.

Corporate Governance Development

28

29

Evaluation of the board of directors

Since 2013, the Company has retained external consultants to evaluate the board of directors. These consultants conduct questionnaire surveys of and interviews with all of the directors regarding the composition of committees, advance preparations, the content of discussions, the status of operations and contributions, as well as assessments of the execution system. The results of these questionnaire surveys and interviews are reported to and discussed by the Nominating and Governance Committee and the board of directors.

In fiscal year 2018, the Company reduced the total number of directors and established a system in which outside directors make up the majority of the directors, based on the results of the evaluation of the board of directors in fiscal year 2017. As a result, the fiscal year 2018 evaluation results assessed that formal requirements for fairness and transparency have been fulfilled, that the board of directors engages in substantial discussions, and that the corporate governance structure has been soundly reinforced.

■Evaluation of the board of directors

FY2017 evaluation results

FY2018 initiatives

FY2018 evaluation results

Substantial

Evaluationimprovement of corporate governance

Improvement of

composition of the board

of directors

Issues

Board meeting proposals

from a Group perspective

Monitoring of corporate

culture transformation

yReduction of total number of Directors, Establishment of a system in

  • which independent outside directors make up the majority of the board of directors

yReporting on the progress of

  • medium-termmanagement plans by business company CEOs

yReporting and discussion of Group employee awareness survey results at the board of

ھdirectors yDiscussions of corporate culture transformation at bank executive officer meetings

ھ

  • Evaluation

ھ

Issues

yFulfillment of formal requirements

yNew perspectives on global finance are brought to the board discussions by non- Japanese outside directors, contributing to the invigoration of discussions

yDeepening of discussions from a Group perspective due to the sharing of perspectives of individual business companies to the board meetings

yFurther focus on PDCA and monitoring of ongoing progress of transformation, with the aim of firmly establishing changes

yClarification of importance of board meeting proposals

yReinforcement of global and Group-wide corporate governance structure

yFurther expansion of knowledge at the board of directors

yOngoing monitoring of corporate culture transformation

Initiatives taken during fiscal year 2019 in response to results of the evaluation of the board of directors for fiscal year 2018

Below are some initiatives taken by the Company during fiscal year 2019 based on the results of the evaluation of the board of directors shown above.

  • Increased the number of outside directors by one in June 2019 and further enhanced oversight functions
  • Organized the issues to be discussed by the board of directors of the holding company and formulated a task

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roadmap. Created an annual schedule for the board of directors and improved its efficacy.

  • Enhanced coordination between the Audit Committee of the holding company and the Audit & Supervisory Committees of subsidiaries, implemented opinion sharing meetings among outside directors of the Group, and reinforced the global andGroup-wide corporate governance structure

The results of the evaluation of the board of directors for fiscal year 2019 are scheduled to be disclosed in the "Corporate Governance Report" to be submitted after this Annual General Meeting of Shareholders.

31

Business Report for the Fifteenth Fiscal Year (April 1, 2019 to March 31, 2020)

1. Matters Concerning the Current State of the Company

  1. Business Operations and Results of the Group
  1. Major Business Matters

The group/MUFG (the "Group") is a corporate group that is comprised of the Company, 166 subsidiaries, 85 subsidiary entities, etc., and 54 affiliated corporate entities, etc. The Group conducts business in areas that include mainly commercial banking, trust banking and securities, and also credit cards and consumer finance, leasing, and asset management, and other areas, with the aim of becoming the world's most trusted financial group.

b. Financial and Economic Environment

An overview of the financial and economic environment in fiscal year 2019 reveals the global economy followed a trend of deceleration on the whole due to trade friction between the US and China. Nevertheless, during the latter half of the fiscal year, there were signs that the manufacturing of goods, such as semiconductors, stopped declining worldwide and despite some lingering uncertainty caused by political issues, such as US-China friction, it appears the global economy was starting to pick up. However, from the start of Q4, the economy faced a new crisis: the global spread of a novel coronavirus disease, COVID-19. Cases of infection rose in China at first and then spread rapidly to developed countries like the US and those in Europe from the end of February. There also appears to have been an increasing number of cases in Asia outside China, such as ASEAN (the Association of Southeast Asian Nations) and NIEs (Newly Industrialising Economies). Meanwhile, outbreaks of new cases of infection also started to appear in Japan around the end of March 2020, mainly in large urban areas. Countries and regions took strict public health measures in order to prevent the spread of infection, but these measures also led to a substantial decrease in economic activities.

Turning our attention to the financial situation, US and Japanese stock prices were generally on an upward trend and the JPY mostly traded between JPY 105 and JPY 110 per USD from the start of the fiscal year until Q3 with occasional rises and falls across markets in response to developments in the US-China conflict over trade and other factors. However, since the start of Q4, there have been large declines in stock prices owing to the COVID-19 pandemic and there were also significant movements in the JPY/USD exchange rate. Interest rates were generally low in both Japan and other developed countries throughout the fiscal year as central banks enhanced their monetary easing by lowering policy rates, citing uncertainty about the future brought about by the US-China trade friction and low inflation

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rates. Around the end of the fiscal year, further powerful monetary easing policies were adopted around the world in response to the rise in COVID-19 cases; in the US, the lower limit for the federal funds rate was set at 0% and some emerging economies also followed suit and carried out interest rate cuts. As a result, interest rates in developed countries overseas and in Japan remained low.

  1. Business Operations and Results of the Group (Results of Fiscal Year 2019)

Under such environments, with respect to the consolidated results of the Group in fiscal year 2019, ordinary profits were ¥1,235.7 billion and profits attributable to owners of parent were ¥528.1 billion.

Consolidated gross profits were ¥3,986.3 billion, marking an increase of ¥260.5 billion from the previous fiscal year. Net interest income was ¥1,892.9 billion, a decrease of ¥29.8 billion from the previous fiscal year, reflecting a decline in U.S. interest rates. Net fees and commissions income was ¥1,341.2 billion, an increase of ¥37.3 billion from the previous fiscal year, as the result of the conversion of Bank Danamon and First Sentier Investors into consolidated subsidiaries. Net trading profits and net other operating profits were ¥621.2 billion, an increase of ¥247.6 billion from the previous fiscal year due to an increase in net profits associated with global markets business. General and administrative (G&A) expenses were ¥2,801.8 billion, an increase of ¥154.7 billion from the previous fiscal year, due to overseas business expansion and increases in expenses for complying with regulations. As a result of the above, net operating profits totaled ¥1,184.4 billion, marking an increase of ¥105.8 billion from the previous fiscal year. Total credit costs were ¥222.9 billion, marking an increase of ¥217.1 billion from the previous fiscal year, mainly due to the lack of reversal of allowance recorded in the previous fiscal year as well as the provisions built for some credit in light of the impact of the COVID-19 pandemic. Net gains (losses) on equity securities resulted in gains of ¥31.3 billion. Equity in earnings of the equity method investees amounted to ¥277.2 billion. As for net extraordinary gains (losses), losses of ¥406.3 billion were recorded mainly due to a one-time amortization of goodwill of ¥343.3 billion associated with the recording of impairment losses on the shares of Bank Danamon and Krungsri (Bank of Ayudhya Public Company Limited).

As a result of the above, profits attributable to owners of parent were ¥528.1 billion, marking a decrease of ¥344.5 billion from the previous fiscal year.

Under the regulatory standard (Basel III), Consolidated Common Equity Tier 1 capital ratio, Consolidated Tier 1 capital ratio, and Consolidated total capital ratio were 11.90%, 13.56%, and 15.87%, respectively. All of these met the required level as of March 31, 2020. The liquidity coverage ratio*1was 154.6%, also meeting the required level.

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In addition, the risk-monitored loan ratio that shows the soundness of loan assets, remained at a low level of 0.99%.

Annual dividends per common stock for fiscal year 2019 are expected to be ¥25, an increase of ¥3 from the fiscal year 2018*2.

*1The index showing adequate ownership of assets (numerator) realizable in a short period sufficient to cover the funds (denominator) expected to flow out in thirty days under stressful circumstances.

*2Assuming that the year-end dividend for fiscal year 2019 is approved at the Annual General Meeting of Shareholders to be held on June 29, 2020.

In fiscal year 2019, the Group recorded extraordinary losses due to the amortization of goodwill for investees, but the number of collaborations with these investees is increasing, showing positive results conducive to future growth. The Group selects strategic investments from the perspective of producing returns that exceed the cost of capital after a certain period of time following the investment. To prevent investment discipline from flagging, the Group strives to be thorough in its implementation, including performing monitoring after investment.

For detailed financial results, please refer to our company website. https://www.mufg.jp/english/ir/index.html

(Operations and Results by Business)

In order to demonstrate the strengths of its comprehensive financial group, the Group has introduced the business group system in which our group companies coordinate closely to formulate group-wide strategies and promote businesses. Each business group designs strategies that integrate the strengths of group subsidiaries and implements measures in order to meet a broad range of customer needs.

The operations and results by business group for fiscal year 2019 are as follows.

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35

Retail & Commercial

Banking

Business

Retail & Commercial Banking Business Group take a groupwide, integrated approach to meet the diverse needs of our individual domestic customers and SMEs through a range of financial services from housing loans, consumer finance, corporate loans, fund settlement, asset management, inheritance and real estate, and also through solution proposals for business and asset succession.

¥1,550.6 billion

Decreased by ¥16.0 billion (1.0%)

Gross profits*1

from the previous fiscal year

¥307.9 billion

Increased by ¥0.1 billion (0.0%)

Net operating profits*1

from the previous fiscal year

Gross profits for fiscal year 2019 decreased 1.0% (¥16.0 billion) from the previous fiscal year to ¥1,550.6 billion*1, and net operating profits increased 0.0% (¥0.1 billion) from the previous fiscal year to ¥307.9 billion*1.

Despite the decline in investment product sales owing to deteriorating market conditions, profits increased from the previous fiscal year, due to steady performance of consumer finance business and fund settlement business including credit cards, group-wide business and asset succession resulting from the expansion of wealth management, and progress in cost reductions.

For individual customers, the Group worked to optimize customer interface and improve productivity. The improvement of internet banking and smartphone app functions led to more users of the services. In addition, the Group started sharing ATMs with Sumitomo Mitsui Banking Corporation for better customer convenience. The Group also worked to solve social issues, such as through the launch of Tsukaete Anshin, a trust with delegate fund withdrawal functionality for use by customers with dementia.

For SMEs, the Group established Growing Industries Support Office, and further bolstered its public listing support and its financing for venture companies to contribute to the development of new industries. Through MUFG Biz, a comprehensive web-based channel for corporate clients, the Group introduced services that provide business matching and M&A information and visualize financial analysis and account activity data.

For customers affected by the COVID-19 pandemic, the Group has provided flexible and prompt financing support through dedicated lending program and Biz Lending, a non-face-to-face financing service, and has created a dedicated consultation desk.

*1 Based on local currency; includes profits from business owner transactions which belong to Japanese Corporate & Investment Banking Business Group and profits from overseas transactions with Japanese corporate customers

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Japanese Corporate & Investment Banking

Business

Japanese Corporate & Investment Banking Business Group helps Japanese corporations seeking global expansion achieve growth in their corporate value. We provide services, such as lending, fund settlements and foreign exchange business, as well as comprehensive solutions for M&As and real estate-related business, fully employing the expertise of each group entity.

Increased by ¥17.1 billion (3.0%)

Gross profits*1

¥578.7 billion

from the previous fiscal year

¥249.6 billion

Increased by ¥5.3 billion (2.2%)

Net operating profits*1

from the previous fiscal year

Seminar for CFOs (April 2019)

Gross profits for fiscal year 2019 increased 3.0% (¥17.1 billion) from the previous fiscal year to ¥578.7 billion*1, and net operating profits increased 2.2% (¥5.3 billion) to ¥249.6 billion*1.

In addition to improving lending margins, the profit growth was derived by underwriting of large-scale bond issues and securities-related income such as M&A advisory.

One of MUFG's greatest strengths is that the group has functions to respond diverse needs of large Japanese corporations. These functions, such as banking, trust banking, securities, overseas business, and consulting, are among the finest in Japan.

The Business Group has placed the highest priority on one-stop, rapid provision of high value-added information and solutions. This is being achieved through measures such as shifting to a structure that integrates the Bank and the Trust Bank's sales functions and unifying operations with overseas offices, as well as establishing the Research

  • Advisory Unit that brings together the Group's research and advisory functions. The Business Group has especially focused efforts on handling the tide of changes with significant impact on corporate governance, such as introducing CGC*2, growing interests in ESG and SDGs, and on fields in which MUFG presents unique strengths, such as supporting SR*3and IR activities. The Bank, the Trust Bank and the Securities HD continued to work together to hold seminars for CFOs of large corporations on topics such as climate change risk.

For customers affected by the COVID-19 pandemic, the Group has provided flexible and prompt financing support through dedicated lending program.

*1 Based on local currency; includes profits from business owner transactions, which belong to Retail & Commercial Banking Business Group, and profits from Japanese corporate customers served by Krungsri (Bank of Ayudhya Public Company Limited)

*2 Corporate Governance Code

*3 Shareholder Relations

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Global Corporate & Investment Banking

Business

Global Corporate & Investment Banking (Global CIB) Business Group offer services that provide value-added solutions for large global corporate customers through an integrated business model involving the Bank and the Securities.

Increased by ¥23.8 billion (5.6%)

Gross profits*1

¥446.2 billion

from the previous fiscal year

Increased by ¥7.7 billion (4.9%)

Net operating profits*1

¥163.7 billion

from the previous fiscal year

Gross profits for fiscal year 2019 increased 5.6% (¥23.8 billion) from the previous fiscal year to ¥446.2 billion*1, and net operating profits increased 4.9% (¥7.7 billion) from the previous fiscal year to ¥163.7 billion*1.

Despite the market turmoil caused by the spread of COVID-19 towards the end of the fiscal year, we were able to increase our net operating profits due in part to our business model transformation to shift form quantity to quality of our earnings.

We made steady progress in promoting O&D*2business to enhance our capital velocity, such as the successful collaboration with Morgan Stanley to arrange one of the largest M&A finance deals in the U.S.

Amid the challenging business environment, we continued to optimize our non-Yenloan-deposit balance and improve portfolio returns. Accelerated reduction of existing low-profitability loans and strengthened deal screening framework contributed to increased net interest margin for our loan asset.

In addition, in November 2019, we completed the acquisition of aviation finance lending portfolio and employees from DVB Bank in Germany. The on-going integration with our existing business will enhance our aviation finance capabilities to provide high-quality services to our clients.

*1 Based on local currency; includes profits from large global corporate customers of Krungsri (Bank of Ayudhya Public Company Limited) which belongs to Global Commercial Banking Business Group, profits from global corporate customers located in Japan which belongs to Retail & Commercial Banking Business Group and Japanese Corporate & Investment Banking Business Group, and Joint Venture profits with Global Markets Business Group

*2 Origination and Distribution

*3 Based on local currency

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Global Commercial

Banking

Business

Global Commercial Banking Business Group provides financial services to local SMEs and individual customers in the U.S. and Southeast Asia through partner banks*1such as MUFG Union Bank, N.A., Krungsri (Bank of Ayudhya Public Company Limited), Bank Danamon, etc.

Increased by ¥101.4 billion (15.2%)

Gross profits*2

¥770.2 billion

from the previous fiscal year

Increased by ¥19.1 billion (9.6%)

Net operating profits*2

¥217.9 billion

from the previous fiscal year

Gross profits for fiscal year 2019 increased 15.2%

(¥101.4 billion) from the previous fiscal year to ¥770.2 billion*2, and net operating profits increased 9.6% (¥19.1 billion) from the previous fiscal year to ¥217.9 billion*2.

While the environment was harsh for MUFG Union Bank (U.S.) due to the significant decline in U.S. market interest rates, the strong business performance of Krungsri (Thailand) and the effects of Bank Danamon's (Indonesia) conversion into a consolidated subsidiary led to overall performance exceeding the previous fiscal year.

MUFG Union Bank is reconstructing its loan portfolio and aiming to reduce costs through cost structure reformations in order to increase its profitability.

Krungsri achieved record-high profits, due to the steady increase of individual loans led by auto loans. Although Bank Danamon profits fell by 3% year-on-year due to rising funding costs, it is expanding business through collaborations with MUFG in a wide range of fields, from the large corporate market to the SME, and individual market.

In fiscal year 2019, we have completed our establishment of an ASEAN-centered commercial banking platform, with the subsidiarization of Bank Danamon. Furthermore, through collaborations with Grab, with whom we have formed a capital and business alliance in February 2020, we will provide next generation bespoke financial services in Southeast Asia.

We will continue to keep a close eye on changes in the economic conditions of the countries of our partner banks, including the changes caused by the spread of COVID-19, and will provide new financial services by expanding our collaborations.

*1 Global Commercial Banking Business Group is in charge of MUFG Union Bank, N.A., Krungsri (Bank of Ayudhya Public Company Limited), Bank Danamon, VietinBank and Security Bank.

*2 Based on local currency

*3 Represents SME and retail loan balances of commercial banking operations handled by MUFG Americas Holdings Corporation

*4 Average balance for fiscal year 2019 is based on the results from April 2019 when Bank Danamon became our consolidated subsidiary

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Asset Management & Investor Services

Business

Asset Management & Investor Services Business Group provides such services as consulting while striving to further enhance asset management capabilities and develop products capable of better meeting diverse needs of customers at home and abroad employing advanced and professional know-how in the areas of asset management (AM), investor services (IS) and pensions.

¥246.3 billion

Increased by ¥44.0 billion (21.8%)

Gross profits*1

from the previous fiscal year

¥70.9 billion

Decreased by ¥7.2 billion (9.2%)

Net operating profits*1

from the previous fiscal year

Gross profits for fiscal year 2019 increased 21.8%

(¥44.0 billion) from the previous fiscal year to ¥246.3 billion*1, and net operating profits decreased 9.2% (¥7.2 billion) to ¥70.9 billion*1.

While expenses increased temporarily due to the acquisition of an overseas asset management company, gross profits rose due primarily to the expansion of investor services business in Japan and overseas, and strong investment product sales to domestic corporate customers.

In the asset management field, we completed the acquisition of a global asset management company based in Australia, in August 2019 and renamed its global brand to "First Sentier Investors." We will globally reinforce our ability to meet diverse needs by expanding and enriching our asset management functions. Sales of investment products for domestic corporate customers and the Group's investment management balance have also increased, through flexible supply of products attuned to customer needs and provision of information with high added value.

In the investor services business field, we steadily expanded business overseas such as lending services to funds, while expanding compound services such as outsourcing services in Japan. We strive to actively offer not only existing products, but also new services that meet customer needs, in order to further expand our business.

In the pension business field, we were ranked first place in an external evaluation for the ninth consecutive year for our defined benefit pensions, and increased the number of enrollees in defined contribution pensions. Furthermore, we focused on comprehensive consulting on welfare and benefits through unified consulting on HR systems and retirement benefit systems in addition to pensions, thereby increasing the number of new customers.

*1 Based on local currency

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Global Markets

Dealing room

Business

Global Markets Business Group serves customers through sales & trading operations*1associated with interest rates, bonds, foreign exchange, and equities in addition to treasury operations*2that comprehensively manages MUFG assets/liabilities and risks.

¥637.9 billion

Increased by ¥64.9 billion (11.3%)

Gross profits*3

from the previous fiscal year

¥352.0 billion

Increased by ¥53.2 billion (17.8%)

Net operating profits*3

from the previous fiscal year

Gross profits for fiscal year 2019 increased 11.3% (¥64.9 billion) from the previous fiscal year to ¥637.9billion*3, and net operating profits increased 17.8% (¥53.2 billion) from the previous fiscal year to ¥352.0billion*3.

Profits for customer segments exceeded the previous fiscal year, due to expense reduction by accelerating shifting resources based on a strategy of choice and focus, amid intense competition resulting from tightened regulations and digitalization, and prolonged low interest rates. The treasury operations secured profits such as gains on bond sales via proactive portfolio management by capturing movements of lowering yield.

In customer segments, we are securing stable business volume and contributing to profits by continued investments in digitalization, in order to increase the customer convenience and price competitiveness of the enterprise- oriented foreign exchange transactions, where MUFG has been strong. In addition to reviewing and revising our operation strategies of securities subsidiaries located overseas, we also built a lean organization by cutting expenses through streamlining the sales & trading operation functions of each site.

In treasury operations, we diversified market funding methods and funding sources by expanding our secured procurement utilizing Japanese government bonds, in order to support sustainable and sound foreign currency denominated business. We are conducting stable foreign currency funding management amid the recent market turmoil.

*1 General term for sales operations involving the provision of financial products and solutions including foreign exchange and derivatives, and trading operations to buy and sell marketable products through inter-bank trading or trading on exchanges.

*2 Including ALM (which is the integrated management of liquidity risk and interest rate risk inherent in assets (loans, etc.) and liabilities (deposits, etc.)), global investment and other related operations.

*3Based on local currency; includes Joint Venture profits with Global Corporate & Investment Banking Business Group

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d. Key Issues

Amid major changes in the management environment such as the decreasing population and prolonged ultra-low interest rate environment in Japan, MUFG publicly announced the outline of its "MUFG Re-Imagining Strategy" in May 2017 aimed at reform for sustainable growth, and started its new medium-term business plan (MTBP) including specific initiatives to realize the plan in the fiscal year 2018.

Under the MTBP, we have set out the Eleven Transformation Initiatives as key measures that share the following features: 1) enabling MUFG to demonstrate its core competencies, 2) domains with high growth potential, and 3) functions that support these areas. In fiscal year 2019, each legal entity of the Group, business groups and the Corporate Center worked as one to push forward with these initiatives, and achieved the results stated above.

We will continue to steadily implement the Group's key measures centered on the Eleven Transformation Initiatives in fiscal year 2020, the third year of our medium-term business plan, while responding flexibly to changes in the environment. Moreover, by appropriately dealing with issues that arise in the process of carrying out these initiatives, we will enhance our practical skills and ability to get things done, and speed up reform.

With regard to the current COVID-19 situation, it is highly unclear at present to what extent the infections will spread and when conditions will return to normal. This makes it difficult to accurately assess the impact of the situation on economies and on our own business results. However, we are doing our utmost to create an economic forecast for fiscal year 2020 and determine the extent of its effects on our business results.

We prioritize the safety of all stakeholders including customers, employees, and shareholders, and will satisfy all stakeholders including customers, employees, and shareholders, by implementing measures such as providing financing support to enterprises, as a part of the financial infrastructure that is essential for society to maintain its functions.

42

1. Basic company policy

Based on the current MTBP, we at MUFG aim to deliver the best value to all stakeholders through "simple, speedy and transparent*group-integrated operations."

We will move from "group collaboration" and "group-driven management" to "group-based, integrated management" to foster business transformation. We will work to further reinforce the functions assumed by each company, strengthen the functionality of products and services and increase the capacity to provide solutions.

The impact of the COVID-19 pandemic is rippling through the real economy. COVID-19 is expected to have a long-term impact and irreversible effects on the structure of society, including global values and the behavior patterns of customers. The Group worked to identify the changes that had manifested in the social environment before the pandemic. To address the changes, the Group adopted a business group structure aligned with the Group's business fields, leveraged digital strategies to promote the core framework of structural reforms, incorporated overseas growth, and implemented other strategies. Going forward, it will be necessary to focus on trends such as the digital shift of society, the rising awareness of solving social issues and social contributions, the changes and diversification of work styles and values, and the creation of new supply chains, in addition to the conventional changes to the social environment. In particular, the digital shift of society presents a significant opportunity for changing the very nature of MUFG, and we will work to implement corporate operation reforms, including customer contact points and employee work styles. Furthermore, we will contribute to sustainable growth of the society by solving social issues. By integrating our social issue solutions and management strategies, we will strive to achieve sustainable growth for MUFG. Based on these new measures, we will promote the digitalization of transaction contact points and work styles, secure business stability (focusing on business resilience), and define a new management policy that is attractive to employees and fosters greater motivation for employee participation (engagement-focused management).

  • Transparent: universal,barrier-free open personnel communications between legal entities, and between company branches and the Head Office, regardless of title and position. It also implies an understanding of MUFG corporate vision.

2. Financial Targets and Capital Policy

We have set mid-tolong-term financial targets, along with FY2020 targets, as follows:

Our capital policy calls for striking an appropriate balance from three perspectives: solid equity capital maintenance, capital use to strengthen profitability, and the further enhancement of shareholder returns.

Regarding shareholder returns, we have established "Basic policies for shareholder returns," which continuously seek to improve shareholder returns, focusing on dividends. MUFG aims for stable and sustainable increase in dividends per share through profit growth, with a dividend payout ratio target of 40%. As part of this policy, MUFG also plans to flexibly repurchase its own shares in order to improve capital efficiency.

43

3. Promoting Group Business Strategies

Each legal entity of the Group, business groups and the Corporate Center will promote the Group's priority strategies based on the "Eleven Transformation Initiative" together, with the goal of boosting net operating profits by approximately JPY250 billion. Taking the impact of the COVID-19 pandemic into consideration, the Group will implement core strategies based on its newly formulated management policy. These core strategies are: the digitalization of the domestic retail business area which takes the digital shifts in society as opportunities; the restructuring of our global strategy by the identification of the growth potential and strengths of each region, optimal allocation of management resources, and collaboration with Grab to take on the challenges of next-generation financial services; and further foundation and process reforms, including the streamlining of administrative work by switching to paperless methods, and the creation of work environments and preparation of a foundation that reflect the diverse values of employees and work style reforms. Although progress on some existing measures may be delayed due to the impact of policies taken for the current COVID-19 situation, we will carefully identify the extent of the impact on our measures.

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e. Efforts Related to Sustainability

We are working to create value by integrating the resolution of social issues with MUFG's management strategies, based on the belief that a sustainable environment and society is a prerequisite for MUFG's sustainable growth.

  • Initiatives for sustainability through the provision of financial services

MUFG aims to help create a sustainable society and realize United Nations Sustainable Development Goals (SDGs) through its business activities. To this end, we have identified a number of environmental and social issues of concern at home and abroad and determined priority issues to be addressed by MUFG.

Currently, each business group has incorporated these priority issues into their business strategies and is pushing forward with initiatives to address them.

Priority Issues MUFG Must Address

in Consideration of Factors such as the SDGs

(1) Aging population & low birth rate

(2) Business incubation and job creation

(3) Social infrastructure & town planning

(4) Global warming & climate change

(5) Financial innovation

(6) Workstyle reforms

    1. Cross-sectoralenvironmental and social issues
  • Sustainable Finance Goals

Aiming to facilitate the creation of a sustainable society and realization of SDGs via its financial services, MUFG has committed to extending a total of ¥20 trillion for sustainable finance over a period spanning from fiscal 2019 to fiscal 2030 (of this, ¥8 trillion will be used for environmental finance).

MUFG is one of the top performers in the world on the global private finance lead arrangers league table in the field of renewable energy financing. (2019 results: USD 3.4 billion; No. 2 in the world)

(Source: Bloomberg New Energy Finance ASSET FINANCE / Lead Arrangers LEAGUE TABLE)

  • Establishment of the Sustainable Business Office

MUFG Bank established the Sustainable Business Office in fiscal year 2019 as an

45

organization specializing in cross-cutting sustainable business initiatives in order to integrate and further reinforce MUFG's years of knowledge and experience in the environmental and social fields. We will work together to develop solutions towards medium and long-term environmental and social issues of our customers' businesses and provide information and functions (such as ESG financing) to support their sustainable growth.

  • Closing of Japan's firstSustainability-Linked Loan

MUFG Bank promotes ESG financing to support our customers' sustainable business activities and ESG management. MUFG Bank has developed a scheme in compliance with the Sustainability Linked Loan Principles (SLLP). The new scheme offers adjustments in interest rates depending on the achievement of the pre-setESG-related goals and has no restrictions on the use of proceeds. We closed the first syndicated Sustainability-Linked Loan complying with SLLP in Japan, and two other subsequent deals, in fiscal year 2019.

  • Signing of the Principles for Responsible Banking

The Principles for Responsible Banking have been developed to align the banking sector with society's goals as expressed in the SDGs, the Paris Climate Agreement, and other relevant frameworks. With the aspiration to "be the world's most trusted financial group," MUFG is promoting sustainability initiatives with strong commitment from top management. In fiscal year 2019 we decided to support the Principles for Responsible Banking, as we believe that their objective is fully consistent with our aspiration.

  • Applying the MUFG Environmental and Social Policy Framework

MUFG recognizes that the environmental and social risks arising from the business activities of each Group company are important to our business and require managing appropriately. MUFG has established the MUFG Environmental and Social Policy Framework as a framework for realizing environmental and social considerations in credit and underwriting of bonds and stocks.

Prohibited Transactions

  • Illegal transactions and transactions for illegal purposes
  • Transactions which violate public order and good morals
  • Transactions that negatively impact wetlands designated under the Ramsar Convention
  • Transactions that negatively impact UNESCO designated World Heritage Sites
  • Transactions violating the Washington Convention
  • Transactions involving the use of child labor or forced labor

Restricted Transactions

(1) Cross-sectoral items

  • Impact on Indigenous Peoples Communities
  • Land expropriation leading to involuntary resettlement
  • Impact on High Conservation Value areas

(2) Sector specific items

Coal fired power generation, cluster munitions manufacturing, forestry, palm oil, mining (coal)

For details, please refer to

URL: https://www.mufg.jp/english/csr/policy/

46

  • Sustainability Promotion Framework

In fiscal year 2019, MUFG reorganized the CSR Committee, which is comprised mainly of members of the holding company's Executive Committee, to the Sustainability Committee, and reviewed the content of discussions and the composition of its members, with the aim of discussing initiatives to solve environmental and social issues for the realization of a sustainable environment and society and the sustainable growth of MUFG. The Sustainability Committee meets once a year in principle.

The Committee, which is also participated by the directors of the Group, discusses policies and strategies related to the promotion of sustainability for the entire Group as well as the status of efforts to address environmental and social issues at group companies, and promotes sustainability activities throughout the Group while strengthening cooperation among the companies. The details of the Committee's discussions are submitted or reported to the Board of Directors and the Executive Committee.

47

  1. Financial Position and Results of Operations of the Group and the Company

(Consolidated Basis and Non-Consolidated Basis)

a. Financial Position and Results of Operations of the Group (Consolidated Basis)

(Billions of yen)

Fiscal Year 2016

Fiscal Year 2017

Fiscal Year 2018

Fiscal Year 2019

Ended March 31,

Ended March 31,

Ended March 31,

Ended March 31,

2017

2018

2019

2020

Ordinary income

5,979.5

6,068.0

6,697.4

7,299.0

Ordinary profits

1,360.7

1,462.4

1,348.0

1,235.7

Profits

attributable to

926.4

989.6

872.6

528.1

owners of parent

Consolidated

comprehensive

income

(Figures in

330.6

1,330.8

686.9

271.4

parentheses

represent net

loss)

Total net assets

16,658.3

17,295.0

17,261.6

16,855.7

Total assets

303,297.4

306,937.4

311,138.9

336,571.3

(Notes) 1. All figures have been rounded down to the nearest first decimal place.

  1. 2. The major year-on-year decrease in profits attributable to owners of parent in fiscal year 2019 is due to the extraordinary losses recorded as the result of a one-time amortization of goodwill of our overseas consolidated subsidiaries.

  2. Financial Position and Results of Operations of the Company

(Non-Consolidated Basis)

(Billions of yen)

Fiscal Year

Fiscal Year

Fiscal Year

Fiscal Year

2016

2017

2018

2019

Ended March

Ended March

Ended March

Ended March

31, 2017

31, 2018

31, 2019

31, 2020

Operating income

625.5

592.2

325.7

400.8

Dividends received

599.4

566.1

297.4

367.3

Dividends received

535.5

487.4

207.1

277.4

from banking

subsidiaries

Dividends received

20.2

23.0

25.4

20.3

from other subsidiaries

Profits

(millions of yen)

(millions of yen)

(millions of yen)

(millions of yen)

577,656

541,886

139,767

429,000

Profits per share

(yen)

(yen)

(yen)

(yen)

42.56

40.81

10.71

33.25

Total assets

13,969.7

15,691.4

17,392.7

18,650.0

Investments in banking

7,771.5

7,761.2

7,654.2

7,653.3

subsidiaries

Investments in other

1,590.5

1,652.4

1,239.6

999.5

subsidiaries

(Note)

All figures have been rounded down to the nearest first decimal place.

48

(3) Employees of the Group

(Persons)

Retail &

Japanese

Global

Global

Asset

Corporate

Corporate

Manage-

Commer-

Commer-

Global

&

&

ment &

cial

cial

Markets

Investment

Investment

Investor

Other

Total

Banking

Banking

Business

Banking

Banking

Services

Business

Business

Group

Business

Business

Business

Group

Group

Group

Group

Group

Number of

Employees as of

38,817

6,655

2,442

54,627

5,234

2,996

27,799

138,570

March 31, 2020

Number of

Employees as of

40,413

6,312

2,177

35,108

4,124

3,343

27,913

119,390

March 31, 2019

(Note)

The number of employees indicates the number of persons employed, including staff in overseas offices,

but does not include temporary employees.

(4)

Principal Offices, etc. of the Group

a.

MUFG Bank, Ltd.

Name of Principal Offices

Number of Offices

March 31, 2020

March 31, 2019

Kanto and Koshinetsu

Head Office, etc.

420

412

Tohoku and Hokkaido

Sendai Branch, Sapporo Branch,

5

7

etc.

Tokai and Hokuriku

Nagoya Main Office, Shizuoka

131

132

Branch, etc.

Kinki

Kyoto Branch, Osaka Main

169

173

Office, etc.

Chugoku and Shikoku

Hiroshima Branch, Takamatsu

11

11

Branch, etc.

Kyushu

Fukuoka Branch, etc.

10

10

(Domestic Total)

(746)

(745)

The Americas

New York Branch, etc.

20

21

Europe

London Branch, etc.

3

3

The Middle East and

Dubai Branch, etc.

6

6

Africa

Asia and Oceania

Hong Kong Branch, etc.

32

34

(Overseas Total)

(61)

(64)

Grand Total

807

809

(Notes) 1. The number of offices includes sub-branches.

  1. In addition to the above, as of March 31, 2020, 8 overseas representative offices (8 as of March 31, 2019) and 50,523non-branch ATMs (50,811 as of March 31, 2019) were in operation.
  2. In addition to the above, as of March 31, 2020, 7 offices (6 as of March 31, 2019) that are engaged in auxiliary businesses, including the head office of the foreign currency exchange branches, were in operation.
  3. au Kabucom Securities Co., Ltd., Mitsubishi UFJ Trust and Banking Corporation, au Jibun Bank Corporation, Mitsubishi UFJ Loan Business Co., Ltd., Mitsubishi UFJ Financial Partners Co., Ltd.,

49

and TOYOTA FINANCE CORPORATION are the banking agencies of MUFG Bank, Ltd. The banking agency consignment relationship with au Kabucom Securities Co., Ltd. was terminated as of March 31, 2020. Therefore, effective as of April 1, 2020, au Kabucom Securities Co., Ltd. is not included in the banking agencies of MUFG Bank, Ltd.

b. Mitsubishi UFJ Trust and Banking Corporation

Name of Principal Offices

Number of Offices

March 31, 2020

March 31, 2019

Kanto and Koshinetsu

Main Branch, etc.

29

29

Tohoku and Hokkaido

Sendai Branch and Sapporo

2

2

Branch

Tokai and Hokuriku

Nagoya Branch, Shizuoka

5

5

Branch, etc.

Kinki

Kyoto Branch, Umeda Branch,

11

11

Kobe Branch, etc.

Chugoku and Shikoku

Hiroshima Branch, Takamatsu

3

3

Branch, etc.

Kyushu

Fukuoka Branch, etc.

2

2

(Domestic Total)

(52)

(52)

The Americas and

New York Branch, London

2

2

Europe

Branch

Asia and Oceania

Hong Kong Branch and

2

2

Singapore Branch

(Overseas Total)

(4)

(4)

Grand Total

56

56

(Notes) 1. The number of offices includes sub-branches.

  1. 2. In addition to the above, as of March 31, 2020, 2 overseas representative offices (2 as of March 31, 2019), 35,740 non-branch ATMs (35,746 as of March 31, 2019) and 69 trust business agencies (69 as of March 31, 2019) were in operation.

  2. Mitsubishi UFJ Securities Holdings Co., Ltd

Name of Principal Offices

Number of Offices

March 31, 2020

March 31, 2019

Kanto and Koshinetsu

Head Office, etc.

22

25

Tohoku and Hokkaido

Sendai Branch, Sapporo

2

4

Branch

Tokai and Hokuriku

Nagoya Branch, Toyama

10

11

Branch, etc.

Kinki

Kyoto Branch, Osaka Branch,

9

9

Kobe Branch, etc.

Chugoku and Shikoku

Hiroshima Branch, Takamatsu

4

7

Branch, etc.

Kyushu

Fukuoka Branch, etc.

4

6

Total

51

62

d. Consumer Finance Subsidiaries

Mitsubishi UFJ NICOS Co., Ltd.: 6 offices in total (6 as of March 31, 2019), consisting of the Head Office (Tokyo) and the branches

50

ACOM CO., LTD.:

The Head Office (Tokyo), and 938 loan business outlets

(including unstaffed outlets) (1,000 as of March 31,

2019)

ACOM CO., LTD.:

The Head Office (Tokyo), and 938 loan business outlets

(including unstaffed outlets) (1,000 as of March 31,

2019)

(5) Capital Investment of the Group

a. Total Amounts of Capital Investment

(Millions of yen)

Mitsubishi

Mitsubishi

MUFG

UFJ

Consumer

UFJ Trust

Securities

Finance

Other

Total

Bank, Ltd.

and Banking

Holdings

Subsidiaries

Corporation

Co., Ltd.

Amount of

capital

287,905

48,572

27,786

14,443

24,331

403,039

investment

(Note)

All figures have been rounded down to the nearest unit.

  1. New Additions, etc. of Significant Equipment

(Millions of yen)

Company Name

Description

Amount

MUFG Bank, Ltd.

Sale of buildings of

11,425

headquarter

(Note) All figures have been rounded down to the nearest unit.

51

(6) Principal Subsidiaries, etc.

Percentage of

Voting

Amount of

Main

Date of

Capital

Rights of the

Company Name

Location

Dividends Paid to

Subsidiaries,

Business(es)

Establishment

(millions of yen)

the Company

etc. Held by

the Company

(millions of yen)

(%)

MUFG Bank,

Chiyoda-ku,

Banking

August 15,

1,711,958

100.00

235,638

Ltd.

Tokyo

1919

(-)

Mitsubishi UFJ

Trust

Trust and

Chiyoda-ku,

March 10,

100.00

Banking,

324,279

41,833

Banking

Tokyo

1927

(-)

Banking

Corporation

Mitsubishi UFJ

Bunkyo-ku,

Credit Cards

June 7, 1951

109,312

100.00

-

NICOS Co., Ltd.

Tokyo

(-)

Mitsubishi UFJ

Securities

Securities

Chiyoda-ku,

100.00

Holding

March 4, 1948

75,518

17,975

Holdings Co.,

Tokyo

(-)

Company

Ltd.

Global Open

Chuo-ku, Tokyo

Holding

December 14,

11,078

80.00

-

Network, Inc.

Company

2018

(-)

Japan Digital

Chuo-ku, Tokyo

Research

October 2,

1,800

86.11

-

Design, Inc.

2017

(2.77)

MUFG

Chiyoda-ku,

Venture

January 4,

100.00

Innovation

Capital

250

-

Tokyo

2019

(-)

Partners Co., Ltd.

Investment

MUMEC

Chiyoda-ku,

October 1,

60.00

Visionary

Consulting

100

-

Tokyo

2018

(-)

Design, Ltd.

Mitsubishi UFJ

Investment

Kokusai Asset

Chiyoda-ku,

August 1,

100.00

Trust

2,000

-

Management Co.,

Tokyo

1985

(100.00)

Management

Ltd.

MU Investments

Chiyoda-ku,

Investment

September 27,

1,200

100.00

-

Co., Ltd.

Tokyo

Advising

1993

(100.00)

Japan

Chiyoda-ku,

SR and IR

September 13,

100.00

-

Shareholder

100

Tokyo

support

2005

(100.00)

Services Ltd.

Mitsubishi UFJ

Morgan Stanley

Chiyoda-ku,

Securities

December 1,

40,500

60.00

-

Securities Co.,

Tokyo

2009

(60.00)

Ltd.

Mitsubishi UFJ

October 25,

100.00

Morgan Stanley

Chiyoda-ku,

Securities

8,000

-

PB Securities

Tokyo

2005

(100.00)

Co., Ltd.

au Kabucom

Chiyoda -ku,

November 19,

51.00

-

Securities Co.,

Securities

7,196

Tokyo

1999

(51.00)

Ltd.

Bank of Ayudhya

Bangkok,

January 27,

245,682

(THB

76.88

-

Public Company

Kingdom of

Banking

1945

73,557

(76.88)

Limited

Thailand

million)

52

Percentage of

Voting

Amount of

Main

Date of

Capital

Rights of the

Company Name

Location

Dividends Paid to

Subsidiaries,

Business(es)

Establishment

(millions of yen)

the Company

etc. Held by

the Company

(millions of yen)

(%)

PT Bank

Jakarta,

40,170

(IDR

94.09

-

Danamon

Republic of

Banking

July 16, 1956

5,995,576

(94.09)

Indonesia, Tbk.

Indonesia

million)

MUFG Americas

New York, NY,

Bank Holding

February 2,

14,373

(USD

100.00

-

Holdings

U.S.A.

Company

1953

132,076

(95.00)

Corporation

thousand)

First Sentier

Sydney,

Holding

January 16,

268,969

(AUD

100.00

-

Investors

Australia

Company

2019

4,053,800

(100.00)

Holdings Pty Ltd

thousand)

Mitsubishi UFJ

20,339

Investor Services

Luxembourg,

Trust

(USD

100.00

-

& Banking

Grand Duchy of

Banking,

April 11, 1974

187,117

(100.00)

(Luxembourg)

Luxembourg

Banking

thousand)

S.A.

Mitsubishi UFJ

5,332

Trust

London, U.K.

Securities

March 14,

(GBP

100.00

-

International

1986

40,000

(100.00)

Limited

thousand)

MUFG Investor

Hamilton,

4,724

Bermuda,

Holding

January 26,

(USD

100.00

-

Services

British Overseas

Company

2011

43,468

(100.00)

Holdings Limited

Territories

thousand)

MUFG Lux

Luxembourg,

Investment

January 4,

880

(EUR

100.00

-

Management

Grand Duchy of

Trust

1995

7,375

(100.00)

Company S.A.

Luxembourg

Management

thousand)

Mitsubishi UFJ

266

Asset

London, U.K.

Investment

August 20,

(GBP

100.00

-

Management

Management

1984

2,000

(100.00)

(UK) Ltd.

thousand)

Mitsubishi UFJ

66

Baillie Gifford

Investment

December 21,

(GBP

51.00

-

Asset

Edinburgh, U.K.

Advising

1989

500

(51.00)

Management

thousand)

Limited

MUFG Securities

February 11,

232,922

London, U.K.

Securities

(GBP

100.00

-

EMEA plc

1983

1,747,093

(100.00)

thousand)

MUFG Securities

Hong Kong,

24,214

People's

Securities

March 30,

(USD

100.00

-

Asia Limited

Republic of

1973

222,500

(100.00)

China

thousand)

MUFG Securities

Toronto,

September 30,

14,439

Securities

(CAD

100.00

-

(Canada), Ltd.

Ontario, Canada

2015

188,500

(100.00)

thousand)

MUFG Securities

Singapore,

2,703

November 1,

(SGD

100.00

-

Asia (Singapore)

Republic of

Securities

1985

35,400

(100.00)

Limited

Singapore

thousand)

ACOM CO.,

Chiyoda-ku,

Loan, Loan

October 23,

63,832

40.19

2,354

LTD.

Tokyo

Guarantees

1978

(2.61)

53

Percentage of

Voting

Amount of

Main

Date of

Capital

Rights of the

Company Name

Location

Dividends Paid to

Subsidiaries,

Business(es)

Establishment

(millions of yen)

the Company

etc. Held by

the Company

(millions of yen)

(%)

The Master Trust

Minato-ku,

Trust

November 13,

46.50

-

Bank of Japan,

Banking,

10,000

Tokyo

1985

(46.50)

Ltd.

Banking

Mitsubishi UFJ

Chiyoda-ku,

Real Estate

100.00

-

Real Estate

June 14, 1988

300

Tokyo

Brokering

(100.00)

Services Co., Ltd.

Mitsubishi UFJ

Lease & Finance

Chiyoda-ku,

Leasing

April 12, 1971

33,196

22.85

3,550

Company

Tokyo

(9.34)

Limited

Hitachi Capital

Minato-ku,

Leasing

September 10,

9,983

23.05

2,795

Corporation

Tokyo

1957

(0.04)

Mitsubishi

Shinagawa-ku,

Software

Development,

20.00

Research Institute

July 10, 1970

6,059

151

Tokyo

Information

(-)

DCS Co., Ltd.

Processing

au Jibun Bank

Chuo-ku, Tokyo

Banking

May 25, 2006

62,500

36.22

-

Corporation

(36.22)

The Chukyo

Nagoya-shi,

Banking

February 10,

31,844

39.78

-

Bank, Ltd.

Aichi

1943

(39.78)

JACCS CO.,

Hakodate-shi,

Agency

Services for

December 23,

16,138

22.31

-

LTD.

Hokkaido

Credit

1948

(22.31)

Purchases

JALCARD Inc.

Shinagawa-ku,

Credit Cards

October 30,

360

49.37

-

Tokyo

1984

(49.37)

Morgan Stanley

Chiyoda-ku,

49.00

-

MUFG Securities

Securities

May 1, 1996

62,149

Tokyo

(49.00)

Co., Ltd.

New York, NY,

Bank Holding

September 16,

929,484

Morgan Stanley

(USD

23.93

63,050

U.S.A.

Company

1935

8,540,702

(-)

thousand)

Vietnam Joint

171,276

Stock

Hanoi, Socialist

March 26,

(VND

19.72

-

Commercial

Republic of

Banking

1988

37,234,045

(19.72)

Bank for Industry

Vietnam

million)

and Trade

Security Bank

Makati,

16,492

(PHP

20.00

-

Republic of the

Banking

May 8, 1951

Corporation

7,635,389

(20.00)

Philippines

thousand)

AMP Capital

Sydney,

Holding

November 6,

3,318

(AUD

15.00

-

Holdings Limited

Australia

Company

1997

50,016

(15.00)

thousand)

54

(Notes) 1. Amounts have been rounded down to the nearest unit.

    1. The yen equivalent of the capital amount has been calculated using the foreign exchange rate as of the date of the close of the account.
    2. The percentage of voting rights of the subsidiaries, etc. held by the Company has been rounded down to the nearest second decimal place.
    3. The figures in parentheses ( ) in the column "Percentage of Voting Rights of the Subsidiaries, etc. Held by the Company" indicate the percentage of voting rights held by the subsidiaries, subsidiary entities, etc., of the Company.
    4. The Company has newly added Japan Shareholder Services Ltd. to the list above as one of principal subsidiaries in conjunction with its business scope expansion.
    5. PT Bank Danamon Indonesia, Tbk. became the Company's consolidated subsidiary on April 29, 2019 as a result of acquisition of Bank Danamon's shares in stages by MUFG Bank, Ltd.
    6. The Company has newly added First Sentier Investors Holdings Pty Ltd to the list above as one of the principal subsidiaries. This company has eight of the principal subsidiaries of Colonial First State Group Limited, whose shares were purchased by Mitsubishi UFJ Trust and Banking Corporation on August 2, 2019.
  1. Major Borrowings

Balance of Borrowings

Creditor Investment in the Company

Creditors

Number of Shares Held

Voting Interest

(millions of yen)

(shares)

(%)

MUFG Bank, Ltd.

1,255,990

-

-

(Note)

All figures have been rounded down to the nearest unit.

55

2. Matters Concerning Company Executives (Directors and Corporate Executives)

  1. Status of Company Executives Members of the Board of Directors

(As of March 31, 2020)

Name

Title and Areas of

Important Concurrent Posts

Other

Responsibility

Member of the Board of

Mariko

Directors (Outside Director)

Nominating Member

Outside Director of NTT DATA CORPORATION

-

Fujii

Compensation Member

Risk Member (Chairperson)

Kaoru

Member of the Board of

Corporate Advisor of NTT DOCOMO Inc.

Directors (Outside Director)

-

Kato

President of Japan Telework Association

Audit Member

Member of the Board of

Partner of Hibiya Park Law Offices

Haruka

Directors (Outside Director)

Outside Director of T&D Holdings, Inc.

Nominating Member

Outside Director of Restar Holdings Corporation

-

Matsuyama

Compensation Member

External Audit & Supervisory Board Member of

(Chairperson)

Mitsui & Co., Ltd.

Toby S.

Member of the Board of

Chairman & CEO of Longsight Strategic Advisors LLC

Outside Director of MUFG Americas Holdings

Directors (Outside Director)

-

Myerson

Corporation

Risk Member

Outside Director of MUFG Union Bank, N.A.

Member of the Board of

Chairman & Representative Director of Tokyu

Corporation

Hirofumi

Directors (Outside Director)

Director of Tokyu Fudosan Holdings Corporation

-

Nomoto

Nominating Member

Director of TOKYU RECREATION CO., LTD.

Compensation Member

Outside Director of TOEI COMPANY, LTD.

Member of the Board of

Tsutomu

Directors (Outside Director)

Nominating Member

Special Advisor of J. Front Retailing Co., Ltd.

-

Okuda

(Chairperson)

Compensation Member

Yasushi

Member of the Board of

Directors (Outside Director)

Outside Director of Asahi Group Holdings, Ltd.

(Note) 1

Shingai

Audit Member

Outside Director of Dai-ichi Life Holdings, Inc.

Risk Member

Tarisa

Member of the Board of

Outside Director of The Siam Cement Public

Directors (Outside Director)

-

Watanagase

Company Limited

Risk Member

Member of the Board of

External Director of Nomura Real Estate Holdings, Inc.

Akira Yamate

Directors (Outside Director)

External Member of Board of Statutory Auditors of

(Note) 1

Audit Member (Chairperson)

Prudential Holdings of Japan, Inc.

Tadashi

Member of the Board of

Directors

-

Kuroda

Audit Member

Junichi

Member of the Board of

Directors

-

Okamoto

Audit Member

56

Name

Title and Areas of

Important Concurrent Posts

Other

Responsibility

Member of the Board of Directors of MUFG Bank,

Ltd.

Nobuyuki

Member of the Board of

Director of Morgan Stanley

Outside Audit & Supervisory Board Member of

-

Hirano

Directors

TOYOTA MOTOR CORPORATION

Outside Director of Mitsubishi Heavy Industries,

Ltd.

President and CEO of Mitsubishi UFJ Trust and

Mikio Ikegaya

Member of the Board of

Banking Corporation (Representative Director)

-

Directors

Chairman of the Trust Companies Association of

Japan

Member of the Board of

President & CEO of Mitsubishi UFJ Securities

Saburo Araki

Holdings Co., Ltd.

-

Directors

President & CEO of Mitsubishi UFJ Morgan Stanley

Securities Co., Ltd.

Member of the Board of

Kanetsugu

Directors

President & CEO of MUFG Bank, Ltd.

-

Mike

Nominating Member

(Representative Director)

Compensation Member

Member of the Board of Directors, Deputy President

Hironori

Member of the Board of

of MUFG Bank, Ltd. (Representative Director)

Representative of the Board of Directors & CEO of

-

Kamezawa

Directors

Global Open Network, Inc.

Chairman of Global Open Network Japan, Inc.

(Notes) Nominating Member: Member of the Nominating and Governance Committee, Compensation Member:

Member of the Compensation Committee, Audit Member: Member of the Audit Committee, Risk

Member: Member of the Risk Committee

  1. Mr. Yasushi Shingai, an Audit Member, with long years of experience in an accounting department, has respectable knowledge regarding finance and accounting. Mr. Akira Yamate, an Audit Member, is qualified as a certified public accountant and has respectable knowledge regarding finance and accounting.
  2. To ensure the effectiveness of audit, the Company elected Mr. Tadashi Kuroda and Mr. Junichi Okamoto, who are directors who do not concurrently serve as Corporate Executives, asfull-time Audit Members.
  3. The Company designated Ms. Mariko Fujii, Mr. Kaoru Kato, Ms. Haruka Matsuyama, Mr. Toby S. Myerson, Mr.HirofumiNomoto, Mr. Tsutomu Okuda, Mr. Yasushi Shingai, Ms. Tarisa Watanagase and Mr. Akira Yamate, each an Outside director, as independent directors provided for by Tokyo Stock Exchange, Inc., and has notified the Tokyo Stock Exchange to that effect.
  4. The officially registered name of Ms. Haruka Matsuyama is Haruka Kato.

57

Corporate Executives

(As of March 31, 2020)

Name

Title and Areas of Responsibility

Important Concurrent Posts

Chairman of the Board of Directors of MUFG

Bank, Ltd. (Representative Director)

Chairman

Director of Morgan Stanley

Nobuyuki Hirano

Outside Audit & Supervisory Board Members of

(Corporate Executive)

TOYOTA MOTOR CORPORATION

Outside Director of Mitsubishi Heavy Industries,

Ltd.

Deputy Chairman (Representative

President and CEO of Mitsubishi UFJ Trust and

Mikio Ikegaya

Banking Corporation (Representative Director)

Corporate Executive)

Chairman of the Trust Companies Association of

Japan

President & CEO of Mitsubishi UFJ Securities

Saburo Araki

Deputy Chairman (Representative

Holdings Co., Ltd.

Corporate Executive)

President & CEO of Mitsubishi UFJ Morgan

Stanley Securities Co., Ltd.

President & Group CEO

President & CEO of MUFG Bank, Ltd.

Kanetsugu Mike

(Representative Corporate

(Representative Director)

Executive)

Member of the board of Directors, Deputy

Deputy President (Representative

President of MUFG Bank, Ltd. (Representative

Director)

Hironori Kamezawa

Corporate Executive)

Representative of the Board of Directors & CEO of

Group COO & Group CDTO

Global Open Network, Inc.

Chairman of Global Open Network Japan, Inc.

Senior Managing Corporate

Member of the Board of Directors, Senior

Managing Executive Officer of MUFG Bank, Ltd.

Muneaki Tokunari

Executive

(Representative Director)

Group CFO

Director of MUFG Americas Holdings Corporation

Director of MUFG Union Bank, N.A.

Senior Managing Executive Officer of Mitsubishi

Senior Managing Corporate

UFJ Securities Holdings Co., Ltd.

Member of the Board of Directors, Deputy

Executive

Masamichi Yasuda

President of Mitsubishi UFJ Morgan Stanley

Group Head, Global Markets

Securities Co., Ltd. (Representative Director)

Business Group

Commissioner of PT Bank Danamon Indonesia,

Tbk.

Senior Managing Corporate

Executive

Group Head, Japanese Corporate

Member of the Board of Directors, Deputy

Kenji Yabuta

& Investment Banking Business

President of MUFG Bank, Ltd. (Representative

Group

Director)

Head of Unit, Research &

Advisory Unit

Senior Managing Corporate

Member of the Board of Directors, Deputy

Naoki Hori

Executive

President of MUFG Bank, Ltd. (Representative

Group Head, Retail & Commercial

Director)

Banking Business Group

Director of ACOM CO., LTD.

58

Name

Title and Areas of Responsibility

Important Concurrent Posts

Member of the Board of Directors, Deputy

Senior Managing Corporate

President of MUFG Bank, Ltd. (Representative

Executive

Director)

Masato Miyachi

Group Head, Global Corporate &

Chairman of the Board of Directors of MUFG

Investment Banking Business

Americas Holdings Corporation

Group

Chairman of the Board of Directors of MUFG

Union Bank, N.A.

Senior Managing Corporate

Director and Senior Managing Executive Officer of

Sunao Yokokawa

Executive

Mitsubishi UFJ Trust and Banking Corporation

Group Head, Asset Management &

(Representative Director)

Investor Services Business Group

Senior Managing Corporate

Member of the Board of Directors, Senior

Managing Executive Officer of MUFG Bank, Ltd.

Executive

(Representative Director)

Takayoshi Futae

Group Head, Global Commercial

Senior Managing Executive Officer of Mitsubishi

Banking Business Group & Group

UFJ Securities Holdings Co., Ltd.

COO-I

Commissioner of PT Bank Danamon Indonesia,

Tbk.

Senior Managing Corporate

Director, Deputy President, and Executive Officer

of Mitsubishi UFJ Trust and Banking Corporation

Iwao Nagashima

Executive

(Representative Director)

Group CHRO & Group Deputy

Representative Director and President of MU Trust

CDTO

Apple Planning Company, Ltd

Managing Corporate Executive

Member of the Board of Directors, Managing

Group CSO (Corporate Planning

Executive Officer of MUFG Bank, Ltd.

Division excluding Budget &

(Representative Director)

Naomi Hayashi

Resources Management and

Director of Mitsubishi UFJ Securities Holdings

Global Business), In charge of

Co., Ltd.

Corporate Administration

Director of Mitsubishi UFJ Lease & Finance

Division, in sub-charge of Digital

Company Limited

Transformation Division

Junichi Hanzawa

Managing Corporate Executive

Member of the Board of Directors, Managing

Executive Officer of MUFG Bank, Ltd.

Group CCO

(Representative Director)

Member of the Board of Directors, Managing

Executive Officer of MUFG Bank, Ltd.

Hiroki Kameda

Managing Corporate Executive

(Representative Director)

President & CEO (Representative Director) of

Group CIO & Group CISO

Mitsubishi UFJ Information Technology, Ltd.

Director of Global Open Network, Inc.

Director of Global Open Network Japan, Inc.

Managing Corporate Executive

Ritsuo Ogura

Group CAO & Managing Director,

Head of Internal Audit Division

Member of the Board of Directors, Managing

Managing Corporate Executive

Executive Officer of MUFG Bank, Ltd.

Masahiro Kuwahara

(Representative Director)

Group CRO

Director of Mitsubishi UFJ Trust and Banking

Corporation

Hiroshi Mori

Managing Corporate Executive

Member of the Board of Directors, Managing

Executive Officer of MUFG Bank, Ltd.

Group CLO

(Representative Director)

(Notes)

59

  1. Mr. Muneaki Tokunari resigned as Senior Managing Corporate Executive and Group CFO on March 31, 2020. Mr. Tetsuya Yonehana was appointed Senior Managing Corporate Executive and Group CFO on April 1, 2020.
  2. Executive job titles are abbreviated as follows.

CEO: Chief Executive Officer

COO: Chief Operating Officer

CSO: Chief Strategy Officer (primarily in charge of Corporate Planning Division)

CFO: Chief Financial Officer (primarily in charge of Financial Planning Division)

CRO: Chief Risk Officer (primarily in charge of Corporate Risk Management Division and Credit Policy & Planning Division)

CHRO: Chief Human Resources Officer (primarily in charge of Human Resources Division)

CCO-I: Chief Operating Officer-International (primarily in charge of Corporate Planning Division (Global Business))

CDTO: Chief Digital Transformation Officer (primarily in charge of Digital Transformation

Division)

CCO:

Chief Compliance Officer (primarily in charge of Compliance Division and Global

Financial Crimes Division)

CLO:

Chief Legal Officer (primarily in charge of Legal Division)

CAO:

Chief Audit Officer (primarily in charge of Internal Audit Division)

CIO:

Chief Information Officer (primarily in charge of Operations & Systems Planning

Division)

CISO: Chief Information Security Officer (primarily in charge of Cybersecurity Promotion Office)

60

Members of the Board of Directors and the Corporate Executives who retired during the fiscal year 2019:

Name

Title and Areas of Responsibility

Other

Senior Managing Corporate Executive

Resigned on April 1,

Eiichi Yoshikawa

Group Head, Global Commercial Banking Business Group &

2019

Group COO-I

Shigeru Asai

Senior Managing Corporate Executive

Resigned on April 1,

Group Head, Global Markets Business Group

2019

Akira Hamamoto

Senior Managing Corporate Executive

Resigned on April 1,

Group CCO & Group CLO

2019

Hiroshi Naruse

Senior Managing Corporate Executive

Resigned on April 1,

Group CHRO & Group Deputy CIO

2019

Managing Corporate Executive

Resigned on April 1,

Shigeru Yoshifuji

Group CAO & Managing Director, Head of Internal Audit

2019

Division

Member of the Board of Directors (Outside Director)

Hiroshi

Nominating Member

Retired on June 27,

Kawakami

Compensation Member

2019

Audit Member

Member of the Board of Directors (Outside Director)

Yuko Kawamoto

Nominating Member

Retired on June 27,

Compensation Member

2019

Risk Member (Chairperson)

Member of the Board of Directors

Retired on June 27,

Kiyoshi Sono

Managing Corporate Executive

2019

Group Deputy CAO

(Note) The titles and Areas of Responsibility are as of the date of retirement.

61

(2) Compensation, etc. for Company Executives

(Millions of yen)

Number of

Compensation,

Annual base

Performance-

Classification

Recipients

based stock

Cash bonus

etc.

salary

(persons)

compensation

Director

13

316

314

1

-

Corporate

20

1,312

743

266

303

Executive

Total

33

1,629

1,058

267

303

(Notes) 1.

All

figures have been

rounded down to the

nearest unit.

  1. The compensation, etc. paid to Corporate Executives who concurrently serve as Members of the Board of Directors is described in the column of Corporate Executive.
  2. On July 1, 2016, the Company introduced aperformance-based stock compensation plan using a structure called Board Incentive Plan. Total stock compensation in the table above includes expenses associated with the right to receive shares granted under the plan during the fiscal year 2019.

Policy on Decisions on the Contents of Compensation for Individual Executives, etc. (revised May 15, 2020)

  1. Context of the Policy
    The Company's Compensation Committee has prescribed this policy on decisions on the contents of compensation for individual Members of the Board of Directors, Corporate Executives and Executive Officers ("Executives, etc.") (the "Policy") in accordance with the provisions of the Companies Act with regard to a company with three committees. The outline of the Policy are as below. In addition, major subsidiaries of the Company have each prescribed a similar policy based on the Policy of the Company.
  2. Decision-MakingOrganization for the Policy and Authorities, etc.
    The Company, as a company with three committees, has established a Compensation Committee. The Compensation Committee comprises independent Outside Directors and a director who concurrently serves as President & Group CEO (Representative Corporate Executive) and is chaired by an independent outside director.

62

3. Summary of the Policy (revised May 15, 2020)

  1. Philosophy and Objective

The MUFG Group, through its "simple, speedy and transparent group-integrated operations" and supported by its consolidated strength, provides prime-quality products and services to respond to any and all financial needs, with the aim to "be the world's most trusted global financial group" and win strong support from its customers and society.

In an effort to realize such a management policy, we have decided on this Policy on compensation for executives in order to prevent excessive risk-taking and raise motivation of Executives, etc., to contribute not only to the short-term but also to the medium- to long-term improvement of financial results, while also further driving measures aimed at taking on the challenges of reform implementation, thereby improving our competitiveness and enabling sustainable growth and the medium- to long-term enhancement of the enterprise value of the MUFG Group. In addition, this Policy has been prescribed in accordance with the business performance and financial soundness of the Company and the MUFG Group and applicable Japanese and overseas regulations regarding compensation of executives, while at the time ensuring objectivity and transparency of the process of determining compensation for executives.

2) Compensation Level

We determine the level of compensation for executives that is competitive and appropriate for the Company and its subsidiaries taking into consideration the economic and social context, industry trend, management environment of the MUFG Group, and status of financial results, as well as human resources markets in the country where the Executives, etc. are appointed and other important factors, and upon referencing the objective research data of third-party, specialist agencies.

Compensation levels by position (excluding Outside Directors and Directors who are Audit Members) have been set according to a compensation system in which compensation amounts for each type of compensation decrease in descending order of position, with the President & CEO being the highest-paid individual followed by the Chairman, the Deputy Chairman, Deputy President, Senior Managing Corporate Executive, Managing Corporate Executive and Executives without titles. Furthermore, "Director and Corporate Executive Allowances" and "Committee Member (Chairperson) Allowances" and similar allowances are added according to the roles and responsibilities of each executive.

  1. Contents of Compensation
  • In principle, compensation for the Company's Executives, etc. is composed of three types: "annual base salary" (fixed),"performance-based stock compensation" (linked to stock price and medium- to long-term performance) and "cash bonuses" (linked to short-term performance). The proportion of each compensation type is properly specified based on the philosophy and objective above as well as the contents of the duties of such executives.
  • In the stock compensation plan, the Company's shares are issued to Executives, etc. by means of the trust structure. Stock compensation has been implemented in fiscal year 2016 as a commonGroup-wide new medium- to long-term incentive plan.
  • The proportion of the President & CEO's compensation since fiscal year 2018 is balanced among these three types of compensation: "annual base salary :performance-based stock

63

compensation : cash bonus = 1 : 1 : 1." (In case the stock compensation and cash bonus are paid in base amount).

  • The proportion of compensation by position has been set according to a compensation system in which the proportion of theperformance-based compensation decreases in descending order of position, with the President &CEO being the individual with the highest proportion of performance-linked compensation (approx. 67%) followed by the Chairman (approx. 60%), the Deputy Chairman (approx. 60%), Deputy President (approx. 50%), Senior Managing Corporate Executive, Managing Corporate Executive and Executives without titles.
  • Outside Directors who takes on the role of overseeing and monitoring management and directors serving as audit members are not eligible to receive stock compensation or cash bonuses in consideration of the contents of their duties.
  • Regardless of the above, compensation for Executives, etc. who are hired locally outside Japan is individually designed in order to prevent excessive risk taking, taking into account compensation regulations, compensation practice, the local market rate and other related factors in the relevant overseas region, as well as the job contents and characteristics of the duties of such Executives, etc.

64

(3) Limited Liability Agreement

Following is the summary of the limited liability agreements that the Company entered into with all the non-executive directors in accordance with the Articles of Incorporation of the Company.

Name

Summary of the Limited Liability Agreement

Mariko Fujii

Kaoru Kato

Haruka Matsuyama

With respect to the liability set forth in Articles 423, Paragraph 1 of the

Toby S. Myerson

Companies Act, when a non-executive directors acts in good faith and

Hirofumi Nomoto

is not grossly negligent in conducting directors' duties, the non-

Tsutomu Okuda

executive directors shall assume liability for damages limited by the

Yasushi Shingai

greater of ¥10 million or the minimum liability amount prescribed in

Tarisa Watanagase

Articles 425, Paragraph 1 of the Companies Act.

Akira Yamate

Tadashi Kuroda

Junichi Okamoto

65

3. Matters Concerning Outside Directors

(1) Concurrent Posts and Other Conditions of Outside Directors

Important concurrent posts of outside directors are as described in "2. Matters Concerning Company Executives (directors and corporate executives), (1) Status of Company Executives." In addition, there is no special business relationship between organizations where outside directors hold important concurrent posts and the Company.

(2) Main Activities of the Outside Directors

Attendance at Meetings

Statements at Meetings of

Name

Term of Office

the Board of Directors,

of

etc. and Other Activities

Board of Directors: 8/8

Has made necessary

statements appropriately

Nominating and

based on her considerable

Mariko Fujii

9 months

Governance Committee:

experience as a university

12/12

professor and Ambassador

Compensation

Extraordinary and

Committee: 5/5

Plenipotentiary.

Has made necessary

statements appropriately

based on his considerable

Kaoru Kato

9 months

Board of Directors: 8/8

experience, knowledge

Audit Committee: 10/10

and wisdom as a manager

of a leading

telecommunications

company in Japan.

Board of Directors:

10/10

Has made necessary

Nominating and

statements appropriately

Haruka Matsuyama

5 years and 9 months

Governance Committee:

based on her considerable

14/14

experience as an attorney

Compensation

at law.

Committee: 8/8

Has made necessary

Toby S. Myerson

2 years and 9 months

Board of Directors:

statements appropriately

based on his considerable

10/10

experience as an attorney

at law.

Board of Directors: 8/8

Has made necessary

statements appropriately

Nominating and

based on his considerable

Hirofumi Nomoto

9 months

Governance Committee:

experience, knowledge

12/12

and wisdom as a manager

Compensation

of one of Japan's largest

Committee: 5/5

companies.

Board of Directors:

Has made necessary

10/10

statements appropriately

Tsutomu Okuda

5 years and 9 months

Nominating and

based on his considerable

Governance Committee:

experience, knowledge

14/14

and wisdom as a manager

Compensation

of a leading Japanese

Committee: 8/8

distribution company.

66

Attendance at Meetings

Statements at Meetings of

Name

Term of Office

the Board of Directors,

of

etc. and Other Activities

Has considerable

experience as a global

corporate manager and

Board of Directors:

made necessary statements

appropriately based on his

Yasushi Shingai

1 year and 9 months

10/10

professional insight not

Audit Committee: 15/16

only in corporate finance,

but also M&A and post-

M&A corporate

management.

Has made necessary

Board of Directors:

statements appropriately

Tarisa Watanagase

2 years and 9 months

based on her considerable

10/10

experience as governor of

the Bank of Thailand and

an economist.

Has made necessary

Board of Directors:

statements appropriately

based on his considerable

Akira Yamate

4 years and 9 months

10/10

experience, knowledge

Audit Committee: 16/16

and wisdom as a certified

public accountant.

(Note)

Regarding Ms. Mariko Fujii, Mr. Kaoru Kato, and Mr. Hirofumi Nomoto, attendance is recorded at

meetings of the board of directors and each Committee held after they assumed the office of

director.

(3) Compensation, etc. for Outside Directors

(Millions of yen)

Number

Compensation,

Performance-

Compensation,

of

Annual base

Cash

etc. from

etc. from the

based stock

Recipients

salary

bonus

subsidiaries of

Company

compensation

(persons)

the Company

Total

Compensation,

11

183

183

-

-

40

etc.

(Note)

All figures have been rounded down to the nearest unit.

67

4. Matters Concerning Shares of the Company

(1) Number of Shares

Total Number of Shares Authorized to be Issued

(Number of Shares)

Common Stock

33,000,000,000

The Second Series of Class 5 Preferred Stock

400,000,000

The Third Series of Class 5 Preferred Stock

400,000,000

The Fourth Series of Class 5 Preferred Stock

400,000,000

The First Series of Class 6 Preferred Stock

200,000,000

The Second Series of Class 6 Preferred Stock

200,000,000

The Third Series of Class 6 Preferred Stock

200,000,000

The Fourth Series of Class 6 Preferred Stock

200,000,000

The First Series of Class 7 Preferred Stock

200,000,000

The Second Series of Class 7 Preferred Stock

200,000,000

The Third Series of Class 7 Preferred Stock

200,000,000

The Fourth Series of Class 7 Preferred Stock

200,000,000

(Notes) 1. The total number of shares authorized to be issued from the Second Series to the Fourth Series of Class 5 Preferred Stock shall not exceed 400,000,000 shares.

  1. The total number of shares authorized to be issued from the First Series to the Fourth Series of Class 6 Preferred Stock shall not exceed 200,000,000 shares.
  2. The total number of shares authorized to be issued from the First Series to the Fourth Series of Class 7 Preferred Stock shall not exceed 200,000,000 shares.

Total Number of Shares Outstanding

(Number of Shares)

Common Stock

13,581,995,120

(Notes) 1. The number of common stock includes 708,498,772 common stock owned by the Company.

2. At the meeting of the board of directors held on May 15, 2017, the Company resolved to establish a share cancellation policy under which the targeted maximum amount of treasury stock retained by the Company shall be approximately 5% of the total number of issued shares and the Company shall cancel the shares exceeding such amount. Based on this policy, the Company completed cancellation of 85,775,400 shares of common stock on January 20, 2020.

68

(2) Number of Shareholders as of March 31, 2020

Common Stock

754,778

(3) Major Shareholders

Common Stock

Name of Shareholders

Conditions of Contributions to the Company

Number of Shares Held

Percent of Shares Held

The Master Trust Bank of Japan, Ltd. (Trust

882,084,400

6.85

account)

Japan Trustee Services Bank, Ltd. (Trust account)

681,642,700

5.29

SSBTC CLIENT OMNIBUS ACCOUNT

323,134,697

2.51

Japan Trustee Services Bank, Ltd. (Trust account

274,801,900

2.13

5)

BNYM RE NORWEST/WELLS FARGO

271,085,100

2.10

OMNIBUS

Japan Trustee Services Bank, Ltd. (Trust account

253,343,500

1.96

9)

JP Morgan Chase Bank 385151

218,028,972

1.69

Government of Norway

199,031,525

1.54

Japan Trustee Services Bank, Ltd. (Trust account

187,972,500

1.46

7)

State Street Bank West Client - Treaty 505234

182,289,491

1.41

(Notes) 1. Figures for the percentage of shares held have been rounded down to the nearest second decimal place.

2. The percentage of common stock held is calculated excluding 708,498,772 shares of common stock owned by the Company.

69

5. Matters Concerning Independent Auditor

(1) Status of Independent Auditor

(Millions of yen)

Compensation,

Name

etc. for the Fiscal

Other

Year 2019

(Reason that the Audit Committee consented to the

compensation, etc.)

The Audit Committee received necessary documents

and reports from the relevant departments/divisions of

the Company and Independent Auditor and examined

the appropriateness of its audit plan, the state of

performance of its duties, appropriateness of the basis

Deloitte Touche Tohmatsu

for the calculation of the compensation such as the

estimates of the time required for its audit and unit fee

LLC

and reasonableness of the past trends of those factors.

(Name of designated limited

Upon such examination, the Committee judged that

liability partners:

155

the compensation, etc. for Independent Auditor is at a

Hidehito Goda

reasonable level to maintain and improve the quality

Hiroharu Nakamura

of its audit and consented to the proposed

Shigehiko Matsumoto

compensation, etc.

Kentaro Mizushima)

(Details of Non-auditing Services)

The Company entrusts to the Independent Auditors

the search procedure services concerning internal

management systems with respect to calculation of

capital adequacy ratios and preparation of comfort

letters, which are services other than the services

provided in Articles 2, Paragraph 1 of the Certified

Public Accountants Law (non-auditing services).

(Notes) 1. The above figure has been rounded down to the nearest unit.

  1. The "Compensation, etc. for the Fiscal Year 2019" includes the amount of the compensation for the audit of the financial statements pursuant to Article193-2, Paragraph 1 of the Financial Instruments and Exchange Act, but does not include the amount of the compensation for the audit of Internal Control pursuant to Paragraph 2 of the same Article of the same Act.
  2. The total amount of monetary and other property benefits which are to be paid by the Company, its subsidiaries and subsidiary entities, etc. to the Independent Auditor is ¥5,878million.

70

  1. Other Matters Concerning Independent Auditor
    1. Policy for the appointment, termination andnon-appointment of the Independent Auditor
      If it is deemed to be difficult for the Independent Auditor to properly carry out its duties, the independence and qualification of the Independent Auditor required by laws and regulations cannot be secured, or otherwise it is deemed to be necessary, the Audit Committee will consider submitting an agenda concerning termination and non- appointment of the Independent Auditor to a general meeting of shareholders. If an Independent Auditor is deemed to fall under each item of Article 340, Paragraph 1 of the Companies Act, the Audit Committee will consider the termination of the Independent Auditor.
    2. Fact that audit corporations other than the Independent Auditor of the Company conduct audits of the financial documents of the principal subsidiaries and subsidiary entities, etc.
      Among the principal subsidiaries and subsidiary entities, etc. of the Company, the following companies were subject to audits by audit corporations other than the Independent Auditor of the Company (including companies holding the equivalent qualifications in foreign countries): Bank of Ayudhya Public Company Limited, PT Bank Danamon Indonesia, Tbk., MUFG Americas Holdings Corporation, First Sentier Investors Holdings Pty Ltd, Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A., Mitsubishi UFJ Trust International Limited, MUFG Investor Services Holdings Limited, MUFG Lux Management Company S.A., Mitsubishi UFJ Asset Management (UK) Ltd., Mitsubishi UFJ Baillie Gifford Asset Management Limited, MUFG Securities EMEA plc, MUFG Securities Asia Limited, MUFG Securities (Canada) Limited, MUFG Securities Asia (Singapore) Limited, and The Master Trust Bank of Japan, Ltd.

71

6. Matters concerning Wholly-owned Specified Subsidiaries

(Millions of yen)

Total book value of the shares of

Name of Wholly-owned

Address of Wholly-owned

Wholly-owned Specified

Specified Subsidiaries

Specified Subsidiaries

Subsidiaries as of March 31,

2020

MUFG Bank, Ltd.

7-1, Marunouchi 2-chome,

6,679,788

Chiyoda-ku, Tokyo, Japan

(Note) Total assets in the balance

sheets of the Company as of March 31,

2020 amounted to ¥18,650,002

million.

7. Other Matters

Policy concerning exercise of powers granted to the Board of Directors by the provisions of the Articles of Incorporation pursuant to Articles 459, Paragraph 1 of the Companies Act, if there are any such provisions under the Articles of Incorporation

In order to secure the flexibility of capital policy, Articles 44 of the Company's Articles of Incorporation, in accordance with Articles 459, Paragraph 1, Item 1 of the Companies Act, stipulates that acquisition of the Company's own shares through an agreement with the shareholders may be determined by a resolution of the board of directors. The Company will appropriately conduct such acquisition of its own shares after comprehensive consideration of factors such as its business performance and the environment for strategic investment.

(Items omitted as not applicable)

"Business Transfers, etc." "Other Significant Matters Concerning the Current State of the Group" "Opinions of Outside Executives" "Matters Concerning Stock Acquisition Rights, etc., of the Company" "Limited Liability Agreement of Independent Auditor" "Basic Policy Concerning Individuals Who Control Decisions on Financial and Business Policies" "Matters Concerning the Transactions with the Parent Company, etc." "Matters Concerning Accounting Advisor"

72

Mitsubishi UFJ Financial Group, Inc.

(Translation)

Mitsubishi UFJ Financial Group, Inc.

Consolidated Balance Sheet

(In millions of yen)

As of March 31, 2020

Assets:

78,335,634

Cash and due from banks

Call loans and bills bought

727,598

Receivables under resale agreements

24,104,564

Receivables under securities borrowing transactions

3,464,533

Monetary claims bought

6,583,403

Trading assets

20,250,172

Money held in trust

1,046,323

Securities

65,555,127

Loans and bills discounted

109,114,612

Foreign exchanges

1,741,290

Other assets

13,900,403

Tangible fixed assets

1,319,789

Buildings

341,984

Land

680,425

Lease assets

19,811

Construction in progress

34,733

Other tangible fixed assets

242,834

Intangible fixed assets

1,498,407

Software

552,291

Goodwill

283,672

Lease assets

22

Other intangible fixed assets

662,421

Net defined benefit asset

712,206

Deferred tax assets

127,516

Customers' liabilities for acceptances and guarantees

8,830,436

Allowance for credit losses

(740,641)

Total assets

336,571,379

Liabilities:

187,623,551

Deposits

Negotiable certificates of deposit

7,787,524

Call money and bills sold

3,671,100

Payables under repurchase agreements

31,692,711

Payables under securities lending transactions

1,058,042

Commercial papers

2,162,329

Trading liabilities

14,067,826

Borrowed money

24,651,574

Foreign exchanges

2,223,010

Short-term bonds payable

962,295

Bonds payable

13,464,472

Due to trust accounts

9,798,688

Other liabilities

10,407,459

Reserve for bonuses

110,964

Reserve for bonuses to directors

1,446

Reserve for stocks payment

11,298

Net defined benefit liability

86,547

Reserve for retirement benefits to directors

1,058

Reserve for loyalty award credits

31,247

Reserve for contingent losses

206,029

Reserves under special laws

4,269

Deferred tax liabilities

754,111

Deferred tax liabilities for land revaluation

107,641

Acceptances and guarantees

8,830,436

Total liabilities

319,715,640

Net assets:

2,141,513

Capital stock

Capital surplus

980,102

Retained earnings

10,855,798

Treasury stock

(505,518)

Total shareholders' equity

13,471,894

Net unrealized gains (losses) on available-for-sale securities

2,066,363

Net deferred gains (losses) on hedging instruments

189,342

Land revaluation excess

158,633

Foreign currency translation adjustments

300,838

Remeasurements of defined benefit plans

(159,766)

Debt value adjustments of foreign subsidiaries and affiliates

(36,470)

Total accumulated other comprehensive income

2,518,940

Subscription rights to shares

59

Non-controlling interests

864,844

Total net assets

16,855,738

Total liabilities and net assets

336,571,379

73

Mitsubishi UFJ Financial Group, Inc.

(Translation)

Mitsubishi UFJ Financial Group, Inc.

Consolidated Statement of Income

For the fiscal

year ended

(In millions of yen)

March 31, 2020

Ordinary income

7,299,078

Interest income

3,841,301

Interest on loans and bills discounted

2,363,562

Interest and dividends on securities

692,854

Interest on call loans and bills bought

11,125

Interest on receivables under resale agreements

222,843

Interest on receivables under securities borrowing transactions

26,707

Interest on deposits

160,027

Other interest income

364,181

Trust fees

130,829

Fees and commissions

1,577,596

Trading income

203,724

Other operating income

912,686

Other ordinary income

632,939

Gains on loans written-off

95,275

Others

537,664

Ordinary expenses

6,063,308

Interest expenses

1,948,484

Interest on deposits

689,461

Interest on negotiable certificates of deposit

151,788

Interest on call money and bills sold

3,471

Interest on payables under repurchase agreements

341,923

Interest on payables under securities lending transactions

2,543

Interest on commercial papers

58,751

Interest on borrowed money

69,051

Interest on short-term bonds payable

8

Interest on bonds payable

298,960

Other interest expenses

332,523

Fees and commissions

236,329

Trading expenses

42,267

Other operating expenses

452,903

General and administrative expenses

2,793,921

Other ordinary expenses

589,401

Provision for allowance for credit losses

130,101

Others

459,299

Ordinary profits

1,235,770

Extraordinary gains

49,896

Gains on disposition of fixed assets

16,328

Gains on sales of shares of subsidiaries

31,462

Gains on step acquisitions

2,105

Extraordinary losses

456,223

Losses on disposition of fixed assets

14,658

Losses on impairment of fixed assets

65,786

Provision for reserve for contingent liabilities from financial instruments transactions

5

Losses on change in equity

21,311

Losses on sales of shares of subsidiaries

3,546

Losses on sales of shares of affiliates

7,546

Amortization of goodwill

343,368

Profits before income taxes

829,443

Income taxes-current

189,231

Income taxes-deferred

31,668

Total taxes

220,899

Profits

608,543

Profits attributable to non-controlling interests

80,392

Profits attributable to owners of parent

528,151

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(Translation)

Mitsubishi UFJ Financial Group, Inc.

Non-Consolidated Balance Sheet

(In millions of yen)

As of March 31, 2020

Assets:

Current assets:

Cash and due from banks

186,945

Prepaid expenses

66

Accounts receivable

150,913

Others

336,015

Allowance for credit losses

(32)

Total current assets

673,908

Fixed assets:

Tangible fixed assets:

Buildings

55

Equipment and furniture

3,676

Lease assets

6,048

Total tangible fixed assets

9,779

Intangible fixed assets:

Trademarks

107

Software

12,216

Others

11,512

Total intangible fixed assets

23,835

Investments and other assets:

Equity securities of subsidiaries and affiliates

9,473,384

Long-term loans receivable from subsidiaries and affiliates

8,444,802

Deferred tax assets

25,082

Others

29

Allowance for credit losses

(819)

Total investments and other assets

17,942,478

Total fixed assets

17,976,094

Total assets

18,650,002

Liabilities:

Current liabilities:

Short-term borrowings

1,255,990

Lease liabilities

1,716

Accounts payable

84,295

Accrued expenses

27,969

Income taxes payable

12

Deposits received

1,431

Reserve for bonuses

897

Reserve for bonuses to directors

248

Others

309,789

Total current liabilities

1,682,351

Fixed liabilities:

Bonds payable

8,265,037

Long-term borrowings

199,500

Lease liabilities

4,835

Reserve for stocks payment

1,652

Others

16

Total fixed liabilities

8,471,041

Total liabilities

10,153,393

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(In millions of yen)

As of March 31, 2020

Net assets:

Shareholders' equity:

Capital stock

2,141,513

Capital surplus:

Capital reserve

2,141,524

Other capital surplus

1,056,389

Total capital surplus

3,197,914

Retained earnings:

Other retained earnings:

Other reserve

150,000

Earned surplus brought forward

3,596,513

Total retained earnings

3,746,513

Treasury stock

(504,167)

Total shareholders' equity

8,581,773

Valuation and translation adjustments:

Net deferred gains on hedging instruments

(85,223)

Total valuation and translation adjustments

(85,223)

Subscription rights to shares

59

Total net assets

8,496,609

Total liabilities and net assets

18,650,002

76

(Translation)

Mitsubishi UFJ Financial Group, Inc.

Non-Consolidated Statement of Income

For the fiscal year ended

(In millions of yen)

March 31, 2020

Operating income:

Dividends

367,350

Management fees from subsidiaries and affiliates

33,543

Total operating income

400,893

Operating expenses:

General and administrative expenses

34,044

Total operating expenses

34,044

Operating profits

366,848

Non-operating income:

Interest on loans and deposits

174,499

Dividends

10,298

Non-recurring revenue from prepayment of loans

11,112

Others

3,822

Total non-operating income

199,732

Non-operating expenses:

Interest on borrowings

12,445

Interest on bonds payable

181,894

Provision for allowance for credit losses

96

Losses on redemption of bonds

10,818

Bond issuance costs

10,166

Others

945

Total non-operating expenses

216,366

Ordinary profits

350,214

Extraordinary gains:

Gains on liquidation of equity securities of subsidiaries

202

Gain on sales of fixed assets

54

Gains on the sale of equity securities of affiliates

80,065

Total extraordinary gains

80,323

Extraordinary losses:

Losses on retirement of fixed assets

42

Losses on valuation of equity securities of subsidiaries

1,743

Total extraordinary losses

1,785

Profits before income taxes

428,752

Income taxes-current

(217)

Income taxes-deferred

(30)

Total taxes

(247)

Profits

429,000

77

INDEPENDENT AUDITOR'S REPORT

May 14, 2020

To the Board of Directors of

Mitsubishi UFJ Financial Group, Inc.:

Deloitte Touche Tohmatsu LLC

Tokyo office

Designated Engagement Partner,

Certified Public Accountant:

Hidehito Goda

Designated Engagement Partner,

Certified Public Accountant:

Hiroharu Nakamura

Designated Engagement Partner,

Certified Public Accountant:

Shigehiko Matsumoto

Designated Engagement Partner,

Certified Public Accountant:

Kentaro Mizushima

Opinion

Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the nonconsolidated financial statements of Mitsubishi UFJ Financial Group, Inc. (the "Company"), namely, the nonconsolidated balance sheet as of March 31, 2020, the nonconsolidated statement of income, and nonconsolidated statement of changes in net assets for the 15th fiscal year from April 1, 2019 to March 31, 2020, and the related notes and the accompanying supplementary schedules.

In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, and its financial performance for the year then ended in accordance with accounting principles generally accepted in Japan.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements section of our report. We are independent of the Company in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the nonconsolidated financial statements of the current period. This matter was addressed in the context of our audit of the nonconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Valuation of Subsidiary Shares

The Company, a banking holding company managed a wide range of financial business, has stated equity securities of subsidiaries on the balance sheet at cost. Of these, the balances of equity securities of subsidiaries with no quoted market price available are ¥8,561 billion, accounting for a large percentage of the total assets (approximately 45%). The valuation criteria and balance of equity securities of subsidiaries are described in "1. Securities" in "Notes to Significant Accounting Policies" in "Notes to the Non-consolidated Financial Statements" and "1. Equity Securities of Subsidiaries and Affiliates" in "Other Notes" in "Notes to the Non-consolidated Financial Statements."

The description of the key audit matter and why the matter was determined to be a key audit matter

Whether or not to recognize impairment of equity securities of subsidiaries with no quoted market price available is determined by comparing the cost with the substantial value. Unless the subsidiary that issued equity securities is classified as "bankrupt borrowers," "virtually bankrupt borrowers," or "likely to become bankrupt borrowers," the management will decide to reduce the amount to the substantial value if the substantial value of equity securities of subsidiaries is less than 50% of these cost.

With regard to whether or not to recognize impairment of equity securities of subsidiaries, there is no situation that risk of material misstatement is high in our audit for this fiscal year as a result of comparing the cost of each equity securities of subsidiaries with the substantial value of them calculated based on the net assets per share of each subsidiary. However, since the amount of equity securities of subsidiaries with no quoted market price available are material on the balance sheet, we identified the appropriateness of the valuation of the equity securities of subsidiaries as our key audit matter.

How the key audit matter was addressed in the audit

For the key audit matter, we tested the effectiveness of internal controls over the valuation of the equity securities of subsidiaries. We additionally obtained and examined the results of the valuation of the equity securities of subsidiaries.

In testing the effectiveness of internal controls, we tested the effectiveness of internal controls, including review and approval, over management's calculation of substantial value. We also tested the effectiveness of internal controls over the completeness and accuracy of key underlying data used in performing the aforementioned controls.

In addition, in order to evaluate whether the substantial value of the equity securities of subsidiaries is appropriately calculated based on the net assets per share of each subsidiary, we examined the calculation of the net assets per share based on the financial information of each subsidiary. Moreover, we evaluated the reasonableness of the result of the determining of whether management to recognize impairment of equity securities of subsidiaries by comparing the cost with the substantial value of the equity securities of subsidiaries. For the financial information of each subsidiary on which net assets per share are calculated based, we evaluated the reliability of the financial information by examining the audit procedures and audit results of major subsidiaries performed by component auditors.

Responsibilities of Management and the Audit Committee for the Nonconsolidated Financial Statements

Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of nonconsolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the nonconsolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan.

The Audit Committee is responsible for overseeing the Officers and Directors' execution of duties relating to the design and operating effectiveness of the controls over the Company's financial reporting process.

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Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these nonconsolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgement. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
  • Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance with accounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with it all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the nonconsolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Interest Required to Be Disclosed by the Certified Public Accounting Act of Japan

Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report

This is an English translation of the independent auditor's report as required by the Companies Act of Japan for the conveniences of the reader. "The accompanying supplemental schedules" referred to in this report are not included in the attached financial documents.

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Audit Report

We, as the Company's Audit Committee, have audited the performance of duties of the Company's Directors and Corporate Executive Officers during the Company's fiscal year from April 1, 2019 to March 31, 2020, and hereby report our audit method and results of the audit as follows:

1. Audit Method Applied by the Audit Committee and Details Thereof

We established the audit policy and audit plans, and received from the Directors, Corporate Executive Officers and other appropriate persons, as well as the Independent Auditors, reports on the performance of their duties, and, when necessary, requested explanations regarding such reports.

In accordance with the audit policy, audit plans and other appropriate policies or plans established by the Audit Committee, the Audit Committee endeavored to gather necessary information and create an improved environment for auditing by taking steps to facilitate communication with the Directors, Corporate Executive Officers and the Internal Audit Division as well as with employees from various sections, including the division responsible for internal control systems and the relevant sections supervising the Company's group businesses, and to utilize internal audit by the Internal Audit Division. The members of the Audit Committee also attended important meetings, received from the Directors, Corporate Executive Officers, employees and other related persons reports on the performance of their duties (including reports relating to the Company's subsidiaries), requested explanations regarding such reports when necessary, and inspected the documents related to important decisions in order to examine the status of the Company's business and assets. The Audit Committee also received reports from the Directors, Corporate Executive Officers, employees and other related persons, requested explanations when necessary, and expressed opinions, on the contents of resolutions by the Board of Directors regarding the establishment of systems as provided in (b) and (e) of Paragraph 1, Article 416 of the Company Law, and on the status of the development and implementation of the systems established by such resolutions (internal control systems).

With respect to the internal control over financial reporting, the Audit Committee received reports from the Directors, Corporate Executive Officers and other related persons on their self-assessment and from Deloitte Touche Tohmatsu LLC on the status of their audit, and requested explanations regarding such reports when necessary.

The Audit Committee took steps to facilitate communication with the Directors and other related persons, Audit and Supervisory Committees and Corporate Auditors of the Company's subsidiaries and to share information with them. When necessary, the Audit Committee received reports from subsidiaries on their respective businesses. Based on the foregoing method, we examined the Business Report and the supplementary schedules for this fiscal year.

In addition, the Audit Committee oversaw and verified whether the Independent Auditors maintained their independence and conducted their audit in a reasonable manner. The Audit Committee also received from the Independent Auditors reports on the performance of their duties as well as material audit matters, and requested explanations regarding those reports when necessary. The Audit Committee received reports, and when necessary requested explanations and discussed regarding such reports, from the Independent Auditors that they have taken appropriate steps to establish and implement the "system for ensuring appropriate execution of its duties" (as enumerated in Article 131 of the Company

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Accounting Regulation Ordinance). Based on the foregoing method, the Audit Committee reviewed the non-consolidated financial statements (namely, the balance sheet as of March 31, 2020 of the Company, and the related statements of income and changes in net assets) and accompanying notes, and the consolidated financial statements (namely, the consolidated balance sheet as of March 31, 2020 of the Company, and the related consolidated statements of income and changes in net assets) for the 15th fiscal year from April 1, 2019 to March 31, 2020.

2. Results of Audit

  1. Results of Audit of the Business Report and others
    1. In our opinion, the Business Report and the supplementary schedules present fairly the conditions of the Company in conformity with the applicable laws and regulations of Japan as well as the Articles of Incorporation of the Company.
    2. In our opinion, there are no fraudulent acts or material facts in the course of the Directors' and Corporate Executive Officers' performance of their duties that violated the applicable laws and regulations or the Articles of Incorporation of the Company.
    3. In our opinion, the details of the resolutions of the Board of Directors regarding the internal control systems are appropriate. Furthermore, we believe that no material issues have been raised concerning items described in the Business Report as well as the performance of the Directors' and Corporate Executive Officers' duties both regarding the internal control systems, including that over financial reporting.
  2. Results of Audit of theNon-consolidated Financial Statements and the Accompanying Supplemental Schedules
    In our opinion, the method and the results of the audit conducted by Deloitte Touche Tohmatsu LLC, the Independent Auditors, are appropriate.
  3. Results of Audit of the Consolidated Financial Statements
    In our opinion, the method and the results of the audit conducted by Deloitte Touche Tohmatsu LLC, the Independent Auditors, are appropriate.

May 15, 2020

Members of the Audit Committee of

Mitsubishi UFJ Financial Group, Inc.

Akira Yamate

Kaoru Kato

Yasushi Shingai

Tadashi Kuroda

Junichi Okamoto

Note: Akira Yamate, Kaoru Kato and Yasushi Shingai are outside directors as provided in Item 15, Article 2, and Paragraph 3, Article 400, of the Company Law.

-End-

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Mitsubishi UFJ Financial Group Inc. published this content on 28 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2020 07:00:04 UTC