Governance Initiatives
The organization of MTR consists of the Shareholders' Meeting comprised of unitholders, one Executive Director, two Supervisory Directors, the Board of Management comprised of the Executive Director and the Supervisory Directors, and the Accounting Auditor.
Details of Organization
(a)General Meeting of Unitholders
Certain matters concerning MTR as set forth in the Act on Investment Trusts and Investment Corporations (“AITIC”) or the Articles of Incorporation are decided by a resolution of the Shareholders' Meeting , which shall be composed of unitholders. Unless otherwise stipulated in laws or the Articles of Incorporation, a resolution at the General Meeting of Unitholders will be made by the majority of the voting rights of the unitholders present. However, certain important matters, including amendments to the Articles of Incorporation, require a resolution made by two-thirds or more of voting rights of unitholders present, provided that unitholders holding investment units equivalent to majority of total investment units issued are present (special resolution).
With regard to all investment units issued, each unitholder holds voting rights at a ratio of one voting right for each investment unit held by the unitholder.
(b)Executive Director, Supervisory Directors and Board of Management
The Executive Director executes the business of MTR and also has the authority to take any judicial or extra-judicial acts related to the business of MTR on behalf of MTR. A Supervisory Director has the authority to supervise the conduct of business by the Executive Director. The Board of Management is composed of the Executive Director and Supervisory Directors and has the authority to approve the execution of specific responsibilities as well as the authority set forth in the AITIC and the Articles of Incorporation and the authority to supervise the execution of duties by the Executive Director.
The appointment and dismissal of Executive Directors and Supervisory Directors will be made by resolution of a General Meeting of Unitholders in accordance with the provisions of the Act on Investment Trusts and Investment Corporations and the Articles of Incorporation.
(Status of Investment Corporation's Board of Management meetings)

(c)Accounting Auditor
MTR has elected Ernst & Young ShinNihon LLC as the Accounting Auditor. The Accounting Auditor will audit MTR's financial statements and other relevant material, report to Supervisory Directors in the event of detection of a fraudulent act or material fact violating any law or the Articles of Incorporation concerning execution of duties of the Executive Director and perform other duties stipulated in laws.
Organization of MTR

Status of Directors
The status of the Executive Director and Supervisory Directors is as shown below.
Criteria that apply to the payment of remuneration to Executive Directors and Supervisory Directors are specified in MTR's Articles of Incorporation decided pursuant to a resolution of Investors' Meeting.
(Executive Director) An amount determined at a meeting of the Board of Directors with a maximum of 800,000 yen per month.
(Supervisory Director) An amount determined at a meeting of the Board of Directors with a maximum of 500,000 yen per month.


Directors' Investment Unit Holding Policy
From the viewpoint of preventing insider trading, the "Corporate Relationship Information Management Regulations" at MTR stipulate that all directors (exective directors and supervisory directors) of MTR must not buy or sell MTR’s investment units, and none of the executive directors or supervisory directors hold MTR’s investment units.
Status of Accounting Auditor
The status of the Accounting Auditor is as shown below.

Status of Unitholders
MTR's principal unitholders (the top ten entities with the highest holding ratios) as of the end of February 2023 are as shown below.
MTAM's Organizational Structure
MTR entrusts asset management to MTAM. MTAM's organizational structure is as shown below.
