This document has been translated and summarized from the Japanese original for reference purposes only.
In the event of any discrepancy between the translated version and the Japanese original, the original version
shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or any
other form of damage arising from the translation.
(Securities Code: 6269)
March 4, 2021
To Our Shareholders with Voting Rights:
Yuji Kozai
President and Chief Executive Officer
MODEC, INC.
3-10, Nihonbashi 2-chome Chuo-ku, TokyoTH

THE 35NOTICE OF CONVOCATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Please be advised that the 35th Annual General Meeting of Shareholders of MODEC, INC. (the “Company”)
to be held as described below.
As the result of careful consideration to this General Meeting of Shareholders from the viewpoint ofpreventing further spread of the COVID-19, the Company has decided to hold this meeting with appropriate
measures to prevent infection. For individual safety and security, shareholders are kindly requested to exercise
your voting rights prior to the meeting in writing or via the Internet, etc., instead of attending the meeting inperson as much as possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:40 p.m. on Monday, March 22, 2021.
1. Date and Time:

Tuesday, March 23, 2021, at 10:00 a.m.
(The reception desk opens at 9:00 a.m.)

2. Place:

Congres Square Nihonbashi 2F Convention Hall AB
Tokyo Tatemono Nihonbashi Building, 3-13, Nihonbashi 1-chome Chuo-ku,
Tokyo

3. Meeting Agenda:
Matters to be reported: 1. Operations Report, Consolidated Financial Statements, and Audit Reportconcerning Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board for the 35th Term (from January 1, 2020 to
December 31, 2020)
2. Non-consolidated Financial Statements for the 35th Term (from January 1, 2020
to December 31, 2020)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten Directors
Proposal 2:
Election of Four Audit & Supervisory Board Members
Proposal 3:--------------------------------------------------------------------------------------------------------------------------------

1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
2. In case of voting by proxy, you can exercise your voting rights by appointing one shareholder who
has voting rights as your proxy.
* Please note that no commemorative gift will be provided to shareholders attending the meeting. We would
appreciate your kind understanding.

-1-Other Matters Concerning Procedures of Convocation of the Annual General Meeting of Shareholders
1. Disclosures on the Website
Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements
as well as Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated
Financial Statements are posted on the Company’s website (https://www.modec.com/jp/) (Japaneseonly) pursuant to applicable laws and regulations as well as Article 15 of the Company’s Articles ofIncorporation, and they are not included in the Appendix to this notice. Accordingly, the Appendix
to this notice is a portion of the Consolidated Financial Statements or Non-consolidated Financial
Statements which the Accounting Auditor audited in preparing the Accounting Audit Report.
2. Revisions on the Website
In case of circumstances requiring revisions to the Reference Documents for the General Meeting of
Shareholders, Operations Report, Consolidated Financial Statements or Non-consolidated Financial
Statements, the revised items will be posted on the Company’s website (https://www.modec.com/).
Use of Electronic Voting Platform (for institutional investors)
Institutional investors may electronically exercise their voting rights using the electronic voting platform
operated by ICJ, Inc. for this General Meeting of Shareholders.
・ Any fees including access fees to internet service providers and communications carriers for use of thewebsite for exercising voting rights shall be borne by shareholders.
・ If any voting right is exercised both in writing and via the Internet, the vote that reached the Company at alater timing will be recognized as valid. In the event that both votes arrive on the same day, the vote via theInternet will be recognized as valid.
・A password is important information by which a voting person is confirmed as a shareholder. Please treat
your password with care as you would your seal or PIN code.

・

Please note that if an incorrect password is entered more than a specified number of times, you will be
unable to use it. In case you want your password reissued, please follow instructions on the screen.

・ The vote exercising code written on the Voting Rights Exercise Form is effective only for this General
Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The distribution of stable and consecutive dividends to shareholders while retaining an appropriate amountof internal reserve required for future business development and reinforcement of management base is theCompany’s basic policy on distribution of profits.
Based on this policy, as well as in light of the Company’s performance, management base reinforcement
for this fiscal year and future business development, a year-end dividend for this fiscal year is proposed asstated below.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥21.25 per share of common stock of the Company
Total amount of dividends: ¥1,198,649,409
As the Company has already paid an interim dividend of ¥23.75 per share, the annual dividend will be¥45.00 per share.
(3) Effective date of dividends from surplus
March 24, 2021

-3-

Proposal 2:

Election of Ten Directors

The terms of office of all the ten current Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the election of ten Directors is proposed, including six External Directors.
The candidates for Directors are as stated below.
No.

Current positions andresponsibilities at the Company

Name

1

Yuji Kozai

Reappointment

2

Takeshi Kanamori

Reappointment

3

Minoru Sawada

Reappointment

Representative Director,
President and Chief Executive
Officer
Nomination and Remuneration
Committee Member
Director, Executive Vice
President,
CCO (Chief Compliance
Officer)
Assistant to President
In charge of Legal Department
and Compliance Group
Director, Executive Managing
Officer,
CPO (Chief Procurement
Officer)
In charge of Corporate Planning& Strategies Department,
Procurement Department, Best
Practice Promotion Department
and IT Group

Attendance of theBoard of Directors
meetings in FY2020

19 / 19 (100%)

19 / 19 (100%)

19 / 19 (100%)

4

Takeyuki Takahashi New appointment

5

Kazumasa Nakai

Reappointment

External Director

External Director

19 / 19 (100%)

6

Shigenobu Aikyo

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

19 / 19 (100%)

7

Hiroko Noda

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

18 / 19 (95%)

8Kazuko Shiraishi

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

19 / 19 (100%)9Kazuhisa Nishigai

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

15 / 15 (100%)

10

Masato Kobayashi

New appointment

External Director
Independent Director

–

–

–

-4-

–

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1982
June 2005

1

Yuji Kozai(February 10, 1960)
Reappointment

Number ofshares of theCompany held

Joined Mitsui Engineering & Shipbuilding Co., Ltd.
General Manager of Diesel Design Dept., Machinery Factory,
Machinery & Systems Hq., Mitsui Engineering & Shipbuilding
Co., Ltd.
July 2007
General Manager of Production Planning Dept., Machinery
Factory, Machinery & Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
January 2011
General Manager of Quality Assurance Dept., Machinery
Factory, Machinery & Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
June 2013
General Manager of Corporate Planning Dept., Mitsui
Engineering & Shipbuilding Co., Ltd.
April 2015
Executive Officer, General Manager of Corporate Planning
9,900
Dept., Mitsui Engineering & Shipbuilding Co., Ltd.
October 2016
Executive Officer, Deputy General Manager of Corporate
Planning Hq., General Manager of Corporate Planning Dept.,
Corporate Planning Hq., Mitsui Engineering & Shipbuilding Co.,Ltd.
March 2018
Director of the Company
April 2018
General Manager of Corporate Planning Dept., Mitsui E&S
Holdings Co., Ltd.
June 2018
Director, Mitsui E&S Holdings Co., Ltd.
March 2019
Representative Director, President and Chief Executive Officerof the Company (current position)
June 2019
Director, Mitsui E&S Holdings Co., Ltd.
Reasons for selection as a Director candidate
Mr. Yuji Kozai has been successively selected as a candidate for Director, as he has acquired
knowledge and experience related to the Company’s business as well as a wide range of experienceand deep insight in corporate management, which are expected to be leveraged in the overallmanagement of the Company.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1980
October 2005

2

Takeshi Kanamori(September 7, 1956)
Reappointment

3

Minoru Sawada(August 12, 1960)
Reappointment

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
General Manager of First Plant Projects Division, Infrastructure
Projects Business Unit, Mitsui & Co., Ltd.
August 2007
General Manager of Second Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
October 2009
Operating Officer of Infrastructure Projects Business Unit,
Mitsui & Co., Ltd.
March 2010
Chairman & Managing Director, Mitsui & Co. (Shanghai) Ltd.
April 2011
Managing Officer, Mitsui & Co., Ltd.
Deputy Chief Representative, Mitsui & Co., Ltd. in China andChairman & Managing Director, Mitsui & Co. (Shanghai) Ltd.
6,200
April 2012
Executive Officer, Chief Operating Officer of Infrastructure
Projects Business Unit, Mitsui & Co., Ltd.
March 2013
External Director of the Company
April 2013
Executive Managing Officer, Chief Operating Officer ofInfrastructure Projects Business Unit, Mitsui & Co., Ltd.
April 2016
Senior Executive Managing Officer, Mitsui & Co., Ltd.
Chief Representative, Mitsui & Co., Ltd. in China and Chairman& Managing Director, Mitsui & Co., Ltd. In China
March 2018
Director, Executive Vice President, Assistant to President of theCompany (current position)
July 2018
CCO (Chief Compliance Officer), in charge of Legal
Department and Compliance Group
March 2019
CCO (Chief Compliance Officer), and in charge of ComplianceGroup (current position)
April 2020
In charge of Legal Department (current position)
Reasons for selection as a Director candidate
Mr. Takeshi Kanamori has been successively selected as a candidate for Director, as he has acquired
abundant experience as a member of the management of the general trading company, supervised
the overall business execution of the Company, and has been in charge of Legal and ComplianceDepartments, etc.
April 1983
Joined Mitsui Engineering & Shipbuilding Co., Ltd.
April 2011
General Manager of Planning & Administration Dept.,
Environment & Plant Hq., Mitsui Engineering & Shipbuilding
Co., Ltd.
June 2012
General Manager of Planning & Administration Dept.,
Engineering Hq., Mitsui Engineering & Shipbuilding Co., Ltd.
April 2013
General Manager of Procurement Dept.,
Engineering Hq., Mitsui Engineering & Shipbuilding Co., Ltd.
October 2014
General Manager of Project Management Dept.,
Engineering Hq., Mitsui Engineering & Shipbuilding Co., Ltd.
6,400
April 2015
Deputy Director, Mitsui Engineering & Shipbuilding Co., Ltd.
October 2015
Deputy Director of the Company
March 2016
Director, Executive Officer, General Manager of Corporate
Planning & Strategies Dept., Best Practice Promotion
Department and IT Group of the Company (current position)
March 2019
Director, Executive Managing Officer of the Company (current
position)
In charge of Legal Department
March 2020
CPO (Chief Procurement Officer) and in charge of Procurement
Department, (current position)
Reasons for selection as a Director candidate
Mr. Minoru Sawada has been successively selected as a candidate for Director, as he has acquired awide range of knowledge and practical experience related to corporate planning and coordination
through his duties in the operating divisions of the Company’s parent company, as well as having
been in charge of the Company’s Corporate Planning and Strategies, Legal, Best Practice
Promotion, IT and Procurement divisions and supervising affiliated companies.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions

Number ofshares of theCompany held

April 1987
April 2003

4

Takeyuki Takahashi(October 9, 1964)
New appointment

Kazumasa Nakai(August 29, 1963)
5

Reappointment
External Director

Joined Mitsui Engineering & Shipbuilding Co., Ltd.
Manager of Cranes & Systems Sales Dept.,
Steel Structure & Logistic Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
June 2006
General Manager of Cranes & Systems Export Sales Dept.,
Steel Structure & Logistic Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
October 2007
General Manager of Cranes & Systems Sales Dept.,
Steel Structure & Logistic Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
June 2012
General Manager of Cranes & Systems Sales Dept.,
Machinery & Systems Hq., Mitsui Engineering & Shipbuilding
Co., Ltd.
September 2015 Manager of Corporate Planning Dept.,
Mitsui Engineering & Shipbuilding Co., Ltd.
0
October 2015
General Manager of Global Strategy Sect., Corporate Planning
Dept., Mitsui Engineering & Shipbuilding Co., Ltd.
October 2016
General Manager of Strategic Planning Sect., Corporate Planning
Dept., Corporate Planning Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
February 2018
Assistant to General Manger of Machinery & Systems Hq.,
Mitsui Engineering & Shipbuilding Co., Ltd.
April 2018
Executive Officer, General Manager of Cranes & Systems
Business Dept., Mitsui E&S Machinery Co., Ltd.
April 2019
President, Representative Director and CEO of Mitsui E&S
Machinery Co., Ltd. (current position)
June 2019
President, Representative Director and CEO of Mitsui E&S
Machinery Co., Ltd.
Director, Mitsui E&S Holdings Co., Ltd.
Reasons for selection as a Director candidate
Mr. Takeyuki Takahashi has been newly selected as a candidate for Director, as he is judged to becapable of advising the overall management of the Company, based on his wide range ofknowledge, experience and managerial capability acquired through his duties in the operating
divisions of the Company’s parent company.
April 1987
Joined Mitsui & Co., Ltd.
December 2005 General Manager of Project Sect., New York Office, Mitsui &Co. (U.S.A.), Inc.
July 2009
Deputy Manager of Third Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
April 2012
General Manager of Third Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
0
April 2015
General Manager of First Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
October 2017
Operating Officer of Nutrition & Agriculture Business Unit,
Mitsui & Co., Ltd.
March 2019
External Director of the Company (current position)
April 2019

Managing Officer, Mitsui & Co., Ltd. (current position)

Reasons for selection as an External Director candidate
Mr. Kazumasa Nakai has been successively selected as a candidate for External Director, as he isjudged to be capable of advising the overall management of the Company, based on his wide rangeof business experience at the general trading company as well as practical knowledge related to theCompany’s business.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1972

6

Number ofshares of theCompany held

Joined Sumitomo Bank (currently Sumitomo Mitsui Banking
Corporation)
June 1999
Executive Officer, Head of Human Resources Dept., Sumitomo
Bank
April 2001
Executive Officer, Head of Corporate Management Dept.,
Sumitomo Mitsui Banking Corporation
June 2003
Managing Executive Officer, Head of Tokyo Corporate Banking
Division I, Sumitomo Mitsui Banking Corporation
June 2005
Managing Director and Managing Executive Officer, Sumitomo
Mitsui Banking Corporation
April 2006
Senior Managing Director, Sumitomo Mitsui Banking
Corporation
Senior Managing Director (Executive Officer), Sumitomo Mitsui
Financial Group, Inc.
April 2007
Deputy President, Head of Corporate Banking Unit, Sumitomo
Mitsui
Banking Corporation
Shigenobu Aikyo
2,100
April
2010
Chairmanand Representative Director, Nikko Cordial Securities(October 1, 1949)
Inc.
April 2011
Chairman and Representative Director, SMBC Nikko Securities
Reappointment
Inc.
External Director
April 2015
Advisor, SMBC Nikko Securities Inc.
Independent Director June 2015
External Director, HASHIMOTO SOGYO HOLDINGS Ltd.
(current position)
March 2016
External Director of the Company (current position)
June 2016
External Director, Sanyo Chemical Industries, Ltd. (current
position)
June 2016
External Director, DAIHEN Corporation
June 2016
Outside Director, SCSK Corporation
June 2016
External Director, NICHICON CORPORATION (current
position)
June 2019
External Statutory Auditor, Starts Corporation Inc. (current
position)
Reasons for selection as an External Director candidate
Mr. Shigenobu Aikyo has been successively selected as a candidate for External Director, as he isjudged to be capable of advising the overall management of the Company from a broad perspective,
based on his extensive knowledge regarding finance and management gained through his longtime
involvement in the management of financial institutions. He satisfies the Criteria for the
Independence of External Directors/Corporate Auditors established by the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1987
August 1987
March 1990

7

Number ofshares of theCompany held

Joined Minato Audit Corporation (currently KPMG AZSA LLC)
Joined Prudential Securities Incorporated
Founded Noda Certified Public Accountant Office
Representative, Noda Certified Public Accountant Office(current position)
August 1992
Joined Banque Indosuez S.A.
(currently Crédit Agricole Corporate and Investment Bank andCrédit Agricole Securities Asia BV)
June 2000
Joined Canadian Bank of Commerce (Tokyo Branch, CanadianBank of Commerce, subsequently, joined Tokyo Branch, CIBC
Hiroko Noda
0
Securities Inc.)(July 3, 1960)
July 2006
Joined BUSICOM Co., Ltd.
September 2007 Representative Director, Prominent Consulting Co., Ltd.
Reappointment
May 2010
Founded Probity Consulting Co., Ltd.
External Director
Representative Director, Probity Consulting Co., Ltd. (current
position)Independent Director
April 2014
Part-time Lecturer, Graduate School of Asian and International
Business Strategy, Asia University (current position)
March 2019
External Director (Audit & Supervisory Committee Member),
Okabe Co., Ltd. (current position)
March 2019
External Director of the Company (current position)
Reasons for selection as an External Director candidate
Ms. Hiroko Noda has been successively selected as a candidate for External Director, as she isjudged to be able to continue to supervise and provide advice on the overall management of theCompany from an objective standpoint, based on her years of experience in the field of international
finance as well as broad insights as a business management consultant. She satisfies the Criteria for
the Independence of External Directors/Corporate Auditors established by the Company.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1974
February 2001
June 2003

8

9

Number ofshares of theCompany held

Joined Ministry of Foreign Affairs of Japan
Consul General, Consulate-General of Japan in Atlanta
General Manager, International Economic Treaty Office, Treaty
Bureau, Ministry of Foreign Affairs
September 2004 Policy Coordinator, Foreign Policy Bureau, Ministry of Foreign
Affairs
October 2005
General Manager, WTO Dispute Settlement Division, Economic
Affairs Bureau, Ministry of Foreign Affairs
April 2007
Councilor, Embassy of Japan in Poland
January 2012
Ambassador Extraordinary and Plenipotentiary to Lithuania
June 2015
Ambassador (for Women, Human Rights and Humanitarian
Kazuko Shiraishi
0
Affairs and in charge of Arctic Affairs)(August 18, 1951)
June 2016
Ambassador (in charge of Arctic Affairs), Ministry of Foreign
Affairs
Reappointment
October 2016
Conciliation Commissioner, Tokyo Family Court (current
External Director
position)Independent Director
June 2017
Term of office of Ambassador, Ministry of Foreign Affairs
expiredDecember 2017 Special Envoy for EXPO 2025 OSAKA, KANSAI, JAPAN
June 2018
External Director (Audit and Supervisory Committee Member),
SCSK Corporation (current position)
March 2019
External Director of the Company (current position)
Reasons for selection as an External Director candidate
Ms. Kazuko Shiraishi has been successively selected as a candidate for External Director, as she isjudged to be able to continue to supervise and provide advice on the overall management of theCompany from an objective standpoint, based on her wealth of experience related to diplomacy andbroad insight she gained through her career to date. She satisfies the Criteria for the Independence ofExternal Directors/Corporate Auditors established by the Company.
April 1975
Joined Bridgestone Tire Co., Ltd (currently Bridgestone
Corporation)
Director, Process Engineering Development Division,
April 2004
Bridgestone Corporation
Vice President and Officer, Bridgestone Corporation
January 2005
Vice President and Senior Officer, Bridgestone Corporation
October 2007
Member of the Board, Vice President and Senior Officer,
March 2008
Bridgestone Corporation
0
Representative Board Member, Senior Vice President,
March 2010
Kazuhisa Nishigai
Bridgestone Corporation(July 29, 1950)
Representative Board Member and COO, Bridgestone
March 2012
Corporation
Reappointment
Member of the Board, COO and Representative Executive
March 2016
External Director
Officer, Bridgestone Corporation
Independent Director January 2019
Member of the Board, Bridgestone Corporation
External Advisor, Bridgestone Corporation (current position)
March 2019
External Director of the Company (current position)
March 2020
Reasons for selection as an External Director candidate
Mr. Kazuhisa Nishigai has been successively selected as a candidate for External Director, as he isjudged to be capable of advising the overall management of the Company, based on his extensive
knowledge and management ability gained through his longtime involvement in the management ofa listed company, as well as wide range of business experience related to production engineering,
plant management and sales, etc. He satisfies the Criteria for the Independence of External
Directors/Corporate Auditors established by the Company.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions

Number ofshares of theCompany held

April 1986

10

Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined YUASA AND HARA
Partner, YUASA and HARA
January 1996
Outside Statutory Auditor, Oracle Corporation Japan
February 1997
Founded Hirakawa, Sato & Kobayashi (currently City-Yuwa
July 1997
Masato Kobayashi
Partners), Partner
0(April 5, 1960)
Partner, City-Yuwa Partners (current position)
February 2003
Outside Statutory Auditor, Tsukishima Kikai Co., Ltd.
January 2020
New appointment
Outside Director, eBOOK Initiative Japan Co., Ltd. (current
June 2020
External Director
position)Independent Director December 2020 External Audit & Supervisory Board Member, Japan Platform ofIndustrial Transformation, Inc. (current position)
Reasons for selection as an External Director candidate
Mr. Masato Kobayashi has been newly selected as a candidate for External Director, as he is judged
to be capable of advising the overall management of the Company, based on a wealth of experienceand professional insight on overall legal affairs as an attorney. He satisfies the Criteria for the
Independence of External Directors/Corporate Auditors established by the Company.

(Notes) 1. Mitsui E&S Holdings Co., Ltd. is the Company’s parent company. The positions and responsibilities at the parent companyof the candidates who currently serve or had served during the past five years as executives at Mitsui E&S Holdings Co.,
Ltd. are stated in the above “Career summary, positions and responsibilities at the Company, and significant concurrent
positions.”
Other candidates for Directors have no special interest in the Company.
2. The terms of office of the current External Directors as the Company’s External Director will be five years for Mr.
Shigenobu Aikyo, two years for Mr. Kazumasa Nakai and Mses. Hiroko Noda and Kazuko Shiraishi and one year for Mr.
Kazuhisa Nishigai as of the conclusion of this General Meeting of Shareholders.
3. Liability limitation contract with the Directors (excluding those serving as Executive Directors, etc.)
The Company has entered into contracts with Messrs. Kazumasa Nakai and Shigenobu Aikyo, Mses. Hiroko Noda andKazuko Shiraishi and Mr. Kazuhisa Nishigai to limit their liabilities for compensation of damages prescribed in Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability under the contracts shall be the minimum
amount prescribed in Article 425, Paragraph 1 of the said Act. If this Proposal is approved, the Company intends to renew
the liability limitation contracts with them and newly enter into contracts of the same content with Messrs. Takeyuki
Takahashi and Masato Kobayashi.
4. The Company has entered into an officers’ liability insurance contract to indemnify all of the Company’s Directors, theinsured under the contract, for any damages they may incur as a result of being held liable for the execution of their duties,
or receiving a claim associated with the pursuit of such liability. If they assume the office of Director, they will be insured
under the contract, which will be renewed during their terms of office.

- 11 -

Proposal 3: Election of Four Audit & Supervisory Board Members
The terms of office of all the four current Audit & Supervisory Board Members will expire at the conclusionof this General Meeting of Shareholders.
Accordingly, the election of four Audit & Supervisory Board Members is proposed, including three
External Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Members are as stated below, and approved by the Audit &Supervisory Board.
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1978
March 2005

1

2

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
General Manager of Non-Ferrous Metal Products Dept., Iron &Steel Raw Materials and Non-Ferrous Metals Business Unit,
Mitsui & Co., Ltd.
December 2006 General Manager of Non-Ferrous Metal Materials Dept., Mineral& Metal Resources Business Unit, Mitsui & Co., Ltd.
April 2008
Senior Vice President,
Chief Operating Officer of Americas Energy & Mineral
Resources Division, Mitsui & Co. (U.S.A.), Inc.
0
April 2011
Managing Officer, Chief Operating Officer of Transportation
Katsunori Aikyo
Logistics Business Unit, Mitsui & Co., Ltd.
(October 1, 1955)
April 2013
Managing Officer, Senior Deputy General Manager of Osaka
Office, Mitsui & Co., Ltd.
Reappointment
April 2014
Executive Managing Officer, General Manager of Nagoya
Office, Mitsui & Co., Ltd.
March 2017
Audit & Supervisory Board Member of the Company (current
position)
Reasons for selection as an Audit & Supervisory Board Member candidate
Mr. Katsunori Aikyo has been successively selected as a candidate for Audit & Supervisory Board
Member, as he is judged to be capable of appropriately performing the duties of Audit &Supervisory Board Member from an objective perspective by utilizing his insight in businessactivities and the overall management based on his experience as a member of the management of
the general trading company.
April 1977
Joined Bridgestone Tire Co., Ltd. (currently Bridgestone
Corporation)
April 1986
Joined Pricewaterhouse Aoyama Audit Corporation
July 1997
Director, PricewaterhouseCoopers Tax Corporation
April 2005
Founded Yoshihiro Kato International Accounting Office
Head, Yoshihiro Kato International Accounting Office (current
position)
April 2005
Professor, Kanazawa Seiryo University and Graduate School of
Yoshihiro Kato
0
Kanazawa Seiryo University(November 20, 1954)
April 2012
Part-time Lecturer, Faculty of Law, Toin University of Yokohama
Part-time Lecturer, Faculty of Human Life, Jumonji University
Reappointment
April 2014
Professor, Faculty of Human Life, Jumonji University
External
March 2016
External Audit & Supervisory Board Member of the Company
Corporate Auditor(current position)
Independent
April 2020
Professor Emeritus, Jumonji University (current position)
Corporate Auditor
Reasons for selection as an External Audit & Supervisory Board Member candidate
Mr. Yoshihiro Kato has a wealth of knowledge and experience as a tax accountant and researcher on
tax accounting. Although Mr. Yoshihiro Kato has never been directly engaged in corporate
management, he has been successively selected as a candidate for External Audit & Supervisory
Board Member, as he is judged to be capable of appropriately performing the duties of External
Audit & Supervisory Board Member for the reasons mentioned above. He satisfies the Criteria for
the Independence of External Directors/Corporate Auditors established by the Company.

- 12 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1981
July 2003

Toshihiko Fujita(June 18, 1958)
3

New appointment
External
Corporate Auditor
Independent
Corporate

Number ofshares of theCompany held

Joined the Ministry of FinanceDirector for Defense Budget, Budget Bureau, the Ministry of
FinanceFebruary 2004
Counselor to Director General for Economic and Fiscal
Management, Cabinet Office
July 2005
Assistant Regional Commissioner (Management and Coordination), Tokyo Regional Taxation Bureau
July 2006
Director, Personnel Division, National Tax Agency
0July 2007
Director, Co-ordination Division, National Tax Agency
July 2009
Regional Commissioner, Fukuoka Regional Taxation Bureau
July 2010
Deputy Commissioner (Large Enterprise Examination andCriminal Investigation), National Tax Agency
August 2012
Deputy Commissioner (Taxation), National Tax Agency
June 2013
First Deputy Commissioner, National Tax Agency
July 2014
Regional Commissioner, Tokyo Regional Taxation Bureau
February 2016
Auditor, the Bank of Japan
February 2020
Director, Hongo Tsuji Tax & Consulting (current position)
Reasons for selection as an External Audit & Supervisory Board Member
Mr. Toshihiko Fujita has been newly selected as a candidate for External Audit & Supervisory
Board Member, as he is judged to be capable of appropriately performing the duties of External
Audit & Supervisory Board Member, based on his professional insight and a wealth of experience intaxation business, economy, and finance he gained through his career at the Ministry of Finance, theNational Tax Agency, the Bank of Japan, etc. He satisfies the Criteria for the Independence ofExternal Directors/Corporate Auditors established by the Company.

- 13 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions

Number ofshares of theCompany held

April 1982

Masaaki Amma
(January 6, 1960)
4

New appointment
External
Corporate Auditor
Independent
Corporate

Joined Export-Import Bank of Japan (currently Japan Bank forInternational Cooperation)
Deputy Director, Research Institute for Development andAugust 2006
Finance, Export-Import Bank of Japan
General Manager, International Sales Department, Western
October 2008
Japan, (Osaka), Export-Import Bank of Japan
General Manager, International Business Strategy Department,
May 2010
Export-Import Bank of Japan
General Manager, Corporate Planning Department, Japan BankMay 2012
for International Cooperation0
December 2013 Executive Officer, General Manager, Planning and Management
Department, Japan Bank for International Cooperation
Director, General Manager, Planning and Management
June 2015
Department, Japan Bank for International Cooperation
Director, Japan Bank for International Cooperation
June 2016
Advisor, Daiwa Securities Co.Ltd.
July 2017
Scheduled to join PricewaterhouseCoopers Japan Group, and be
March 2021
appointed as Executive Officer PricewaterhouseCoopers
Sustainability LLC
Reasons for selection as an External Corporate Auditor candidate
Mr. Masaaki Amma has been newly selected as a candidate for External Corporate Auditor, as he isjudged to be capable of appropriately performing the duties of External Corporate Auditors, basedon his professional insight and a wealth of experience in domestic and overseas finance gained
through his longtime involvement in banking business over the years. He satisfies the Criteria for
the Independence of External Directors/Corporate Auditors established by the Company.

(Notes) 1. The above candidates for Audit & Supervisory Board Members have no special interest in the Company.
2. The term of office of the current External Audit & Supervisory Board Member as the Company’s Audit & Supervisory
Board Member will be five years for Mr. Yoshihiro Kato as of the conclusion of this General Meeting of Shareholders.
3. Liability limitation contract with the External Audit & Supervisory Board Members
The Company has entered into a contract with Mr. Yoshihiro Kato to limit his liability for compensation of damagesprescribed in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under the contract shallbe the minimum amount prescribed in Article 425, Paragraph 1 of the said Act. If this Proposal is approved, the Company
intends to renew the liability limitation contract with him and newly enter into contracts of the same content with Messrs.
Toshihiko Fujita and Masaaki Amma.
4. The Company has entered into an officers’ liability insurance contract to indemnify all of the Company’s Audit &Supervisory Board Members, the insured under the contract, for any damages they may incur as a result of being held
liable for the execution of their duties, or receiving a claim associated with the pursuit of such liability. If they assume theoffice of Audit & Supervisory Board Member, they will be insured under the contract, which will be renewed during theirterms of office.

- 14 -

[Appendix]
Operations Report (from January 1, 2020 to December 31, 2020)
Overview and Results of Operations
During the consolidated fiscal year ended December 31, 2020, the Japanese economy faced extremely
difficult situations as COVID-19 restrained economic activities in and outside Japan and decreased corporate
earnings. The global economy was temporarily on a recovery track thanks to the reopening of economic
activities mainly in the U.S. and Europe. However, as the pace of recovery slowed down due to the resurgenceof the spread of COVID-19, the future outlook for the global economy remains uncertain.
WTI oil prices fell into negative territory at one time due to falling oil demand caused by the COVID-19
pandemic and the breakdown of negotiations on a coordinated production reduction among OPEC countries,
Russia and other oil-producing countries. Subsequently, however, the reopening of economic activities in majorcountries helped improve demand environment, and the oil-producing countries agreed to reduce oil output.
This allowed WTI to be traded above or below 40 dollars per barrel in and after June. Currently, the oil prices
recovered to around the 50 US dollar level as expectations for normalization of economic activities rose with
COVID-19 vaccines starting to roll out. Falling crude oil prices could adversely impact the Group’s earnings
over the short term in the form of delay in or suspension of development by petroleum companies. However,from the aspect of sustainable supply of energy resources, petroleum companies are forecast to continue
development mainly in deep-sea areas. Accordingly, the business related to floating production systems, theGroup’s mainstay business, is expected to grow steadily over the medium to long term.
Under these circumstances, for the consolidated fiscal year ended December 31, 2020, orders resulted in¥320,787 million (down 49.5% from the previous consolidated fiscal year) due to new orders for theconstruction of FPSOs, etc. Revenue was ¥309,925 million (down 6.8% from the previous consolidated fiscal
year) due to progress in construction of FPSOs.
In terms of profit, the spread of COVID-19 affected the progress of overall schedule of projects underconstruction through the suspension of construction work, delays in procurement of equipment, and restrictionin access to construction sites, etc. Operating loss was ¥21,614 million (operating loss of ¥4,841 million was
posted in the previous consolidated fiscal year) due to the incorporation of estimated cost increases, etc. basedon the assumption that the aforementioned effects of COVID-19 on the progress of construction would not be
eliminated within a short period of time. Please note that we expect no penalty for the delays in delivery caused
by COVID-19, judging that such delays under declaration of a global pandemic fall within a force majeureprovision in light of relevant laws and contracts. Ordinary loss came to ¥12,854 million including interest
income and equity in earnings of unconsolidated subsidiaries and affiliates (ordinary profit of ¥294 million was
posted in the previous consolidated fiscal year) due to the limited effects of COVID-19 on the existing
businesses related to charter and operation services that were implemented with adequate countermeasures. Dueto these and other factors, loss attributable to owners of parent was ¥13,076 million (loss attributable to ownersof parent of ¥18,227 million was posted in the previous consolidated fiscal year).

- 15 -

Financial Statements

Consolidated Balance Sheet(December 31, 2020)(Millions of Japanese yen)

Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
227,946

Current liabilities

237,796

Cash and time deposits

66,117

Accounts payable - trade151,331

Accounts receivable - trade124,741

Short-term loans payable

3,001

Inventories

19,066

Current portion of long-term loans payable

5,748

Other current assets

19,082

Lease obligations

1,393

Less - allowance for bad debts(1,061)

Accrued expenses

15,653

Income taxes payable

5,189

Advances received

32,455

Non-current assets

129,585

Accrued employees’ bonuses

158

Property and equipment

4,728

Buildings and structures

62

Provision for loss on construction contracts

5,579

Machinery and equipment

35

Provision for construction warranties

7,256

4,374

Provision for repairs

3,731

255

Other current liabilities

6,296

10,275

Non-current liabilities

24,720653

Long-term loans payable

4,746

Lease obligations

1,620

Other property and equipment
Construction in progress
Intangible assets
Goodwill
Other
Investments and other assets

9,622

Net defined benefit liabilities

885

114,581Deferred tax liabilities

62

Investment securities
Long-term loans receivable fromunconsolidated subsidiaries andaffiliated companies
Deferred tax assets

67,543Liabilities from application of equity method

38,004

Other provisions

4,832

Other non-current liabilities

Other investments

4,200

Total liabilities

10,807271
6,326
262,517(Net assets)
Shareholders’ equity

115,519

Common stock

30,122

Capital surplus

29,301Retained earnings

56,265Less - treasury stock at cost
Accumulated other comprehensive income
Unrealized gains (losses) on hedging derivative,
net of tax
Foreign currency translation adjustments
Retirement liability adjustments for foreign
consolidated subsidiaries
Non-controlling interests
Total assets

357,532(Note) The figures are rounded down to the nearest million yen.

- 16 -(169)(24,097)(15,274)(7,610)(1,211)
3,592

Total net assets

95,015

Total liabilities and net assets

357,532

Consolidated Statement of Income(For the year ended December 31, 2020)(Millions of Japanese yen)
Description

AmountSales

309,925

Cost of sales

319,524

Gross loss

(9,598)Selling, general and administrative expenses

12,015

Operating loss

(21,614)

Non-operating income
Interest and dividend income
Equity in earnings of unconsolidated subsidiaries andaffiliates
Foreign exchange gains
Other

4,263
4,467
22
912

9,666

Non-operating expenses
Interest expense

654

Loss on revaluation of derivatives

84

Other

168

Ordinary loss

906
(12,854)

Extraordinary income
Reversal of provision for repairs

1,552

1,552

447

447

Extraordinary losses
Retirement benefit expenses
Loss before income taxes(11,749)

Income taxes - current

2,645

Income taxes - deferred(1,497)Loss(12,897)

Profit attributable to non-controlling interests

178

Loss attributable to owners of parent(13,076)- 17 -

Non-Consolidated Balance Sheet(December 31, 2020)(Millions of Japanese yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
156,607

Current liabilities

179,039

Cash and time deposits

33,926

Accounts payable - trade93,261

Accounts receivable - trade

90,666

Short-term loans payable

3,001

Work in process

26,841

Current portion of long-term loans payable

5,275

Advance payments - trade

308

Lease obligations

22

Prepaid expenses

1,949

Accounts payable - other

2,186

Short-term loans receivable

1,284

Accrued expenses

114

Accrued income

771

Income taxes payable

294

Other current assets

2,793

Advances received

21,982Less - allowance for bad debts(1,934)

Deposits received

964

CMS deposits received

51,809Accrued employees’ bonuses

15

132

Other provisions

110

Buildings, net

62

Other current liabilities

Tools, furniture and fixtures, net

10Leased assets, net

59

Non-current assets
Property and equipment

Intangible assets

115,851

17

Other

1,955

Investment securities
Investment in subsidiaries and affiliates
Long-term loans receivable fromunconsolidated subsidiaries andaffiliated companies
Other investments

Long-term loans payable

1,973

SoftwareInvestments and other assets

Non-current liabilities

113,74504,527

Lease obligations

43

Provision for retirement benefits

885

Other provisions

73

Deferred tax liabilities

6

Other non-current liabilities

17

Total liabilities

184,593(Net assets)

105,042

Shareholders’ equity

87,939

7,321

Common stock

30,122

1,382

Capital surplus

30,852

Legal capital surplus
Retained earnings

30,852
27,133

Legal retained earnings

68

Other retained earnings

27,065Retained earnings brought forward

Total assets

5,554

27,065Less - treasury stock at cost

(169)

Valuation and translation adjustments
Unrealized gains (losses) on hedging derivative,
net of tax
Total net assets(74)

272,458

Total liabilities and net assets- 18 -(74)
92,235
272,458

Non-Consolidated Statement of Income(For the year ended December 31, 2020)(Millions of Japanese yen)
Description

AmountSales

231,587

Cost of sales

225,020Gross profit

6,566

Selling, general and administrative expenses

7,182

Operating loss

(616)

Non-operating income
Guarantee commission received

277

Interest and dividend income

1,307

Other

108

1,693

Non-operating expenses
Interest expense583

Foreign exchange losses

17

Commission expenses

84

Other

13

Ordinary profit

699
377

Extraordinary losses
Provision of allowance for doubtful accounts

1,290

Retirement benefit expenses

447

Loss before income taxes

1,737(1,360)

Income taxes - current

159

Income taxes - deferred

434

Loss

(1,954)- 19 -