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 11, 2022
To Our Shareholders with Voting Rights:
Takeshi Kanamori
President and Chief Executive Officer
MODEC, INC.
3-10, Nihonbashi 2-chome Chuo-ku, TokyoTH

THE 36NOTICE OF CONVOCATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Please be advised that the 36th 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 28, 2022.
1. Date and Time:

Tuesday, March 29, 2022, at 10:00 a.m.
(The reception desk opens at 9:00 a.m.)

2. Place:

Congres Square Nihonbashi 2F Convention Hall A/B
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 36th Term (from January 1, 2021 to
December 31, 2021)
2. Non-consolidated Financial Statements for the 36th Term (from January 1, 2021
to December 31, 2021)
Matters to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Ten Directors
Proposal 2:
Election of One Audit & Supervisory Board Member
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 Equity and Notes to Consolidated Financial Statements aswell 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, theConsolidated Financial Statements and Non-consolidated Financial Statements included in the
Appendix to this notice are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements which the Independent Auditor audited in preparing the Accounting Audit
Report. The Operations Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements included in the Appendix to this notice are part of the Operations Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements which the Audit & Supervisory
Board Members audited in preparing the 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/).
3. Adoption of International Financial Reporting Standards (IFRS) and presentation currency
The Company has adopted the International Financial Reporting Standards (IFRS) instead of theJapanese Generally Accepted Accounting Principles (J-GAAP) from the end of the fiscal year ended
December 31, 2021.
In addition, the presentation currency has changed from the Japanese yen to the US dollar.
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: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
With the amendments to the Companies Act in 2019, companies are now allowed to provide referencematerials for general meetings of shareholders, etc., electronically. At the same time, issuers of book-entry
transfer shares (listed companies) are required to stipulate in their Articles of Incorporation that they provide
information contained in reference materials for general meetings of shareholders, etc., electronically from theeffective date of the amended Companies Act. Accordingly, we propose to amend Article 15 (Disclosure ofReference Materials and Other Documents for the General Meeting of Shareholders on the Internet and their
Deemed Provision) of the current Articles of Incorporation.
2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation
CHAPTER III. GENERAL MEETINGS OF
SHAREHOLDERS
Article 15. (Disclosure of Reference Materials andOther Documents for the General Meeting of
Shareholders on the Internet and their Deemed
Provision)
Where the Company has, on convening a general
meeting of shareholders, disclosed information thatshould be described or displayed in referencematerials for the general meeting of shareholders,business reports, financial statements andconsolidated financial statements by using theInternet in accordance with the Ministry of JusticeOrdinances, the Company shall be deemed to have
duly provided such information to shareholders.
(Newly established)(Newly established)(Newly established)(Amended parts are underlined.)
Proposed Amendments
CHAPTER III. GENERAL MEETINGS OF
SHAREHOLDERS
Article 15. (Provision of Materials for the General
Meeting of Shareholders in electronic format)(Deleted)

1. The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference materials for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.
(Supplementary provisions)
1. The deletion of Article 15 (Disclosure ofReference Materials and Other Documents for
the General Meeting of Shareholders on theInternet and their Deemed Provision) of thecurrent Articles of Incorporation and the newly
established Article 15 (Provision of Materials for
the General Meeting of Shareholders inelectronic format) shall come into effect on
September 1, 2022 (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles of-3-

Incorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

-4-

Proposal 2:

Election of Ten Directors

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

1

Takeshi Kanamori

Reappointment

2

Yasuhiro Takano

New appointment

3

Current positions andresponsibilities at the Company

Name

Representative Director,
President and Chief Executive
Officer
Nomination and Remuneration
Committee Member
Executive Managing Officer,
CFO (Chief Financial Officer)
In charge of Human Resources
Department
General Manager of Human
Resources Department
Executive Managing Officer,
President & CEO of MODECInternational, Inc. (MII)
Head of Project Development

Katsuyuki Imaizumi New appointment

Attendance of theBoard of Directors
meetings in FY2021

19 / 19 (100%)

–

–

4

Ryoichi Oka

New appointment External Director

–

–

5

Koichi Wakana

New appointment External Director

–

–

6

Shigenobu Aikyo

Reappointment

External Director
Independent Director

External Director,
Chairman of Nominating andRemuneration Committee

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

19 / 19 (100%)

10

Masato Kobayashi

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

15 / 15 (100%)

-5-

No.

Name
(Date of birth)

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

1

2

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.
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 of
9,300
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
Takeshi Kanamori
Senior Executive Managing Officer, Mitsui & Co., Ltd.
(September 7, 1956) April 2016
Chief Representative, Mitsui & Co., Ltd. in China and Chairman& Managing Director, Mitsui & Co., Ltd. in China
Reappointment
March 2018
Director, Executive Vice President, Assistant to President of theCompany
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
April 2020
CCO (Chief Compliance Officer), in charge of Legal
Department and Compliance Group
April 2021
Representative Director, President and Chief Executive Officerof the Company (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 a major general trading company,
supervised the overall business execution of the Company, and has been in charge of Legal andCompliance Departments, etc.
April 1980
Joined Mitsui Bank (currently Sumitomo Mitsui Banking
Corporation)
April 2004
Seconded to the Company
March 2005
General Manager of Operations Department and General
Manager of Corporate Planning & Strategies of the Company
July 2006
Transferred to the Company
December 2007 General Manager of Accounting Department and General
Manager of Corporate Planning & Strategies of the Company
May 2010
General Manager of Corporate Planning & Strategies
4,500
Department of the Company
Yasuhiro Takano
April 2012
Deputy Director, General Manager of Corporate Planning &(December 25, 1957)
Strategies Department of the Company
April 2013
Executive Officer, General Manager of Corporate Planning &New appointment
Strategies Department of the Company
April 2016
Executive Managing Officer, CFO of the Company
April 2021
Executive Managing Officer, CFO, in charge of Human
Resources Department, General Manager of Human Resources
Department of the Company (current position)
Reasons for selection as a Director candidate
Mr. Yasuhiro Takano has been newly selected as a candidate for Director, as he has acquired
outstanding expertise cultivated through his work experience in the accounting and finance divisionsof a financial institution and the Company and has been in charge of the accounting and financedivisions of the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1983
February 2003

3

Number ofshares of theCompany held

Joined PENTA-OCEAN CONSTRUCTION CO., LTD.
Joined the Company, Oil Exploration and Production
Department
April 2012
Deputy Director of the Company, Seconded to MODECInternational, Inc. (MII)
May 2016
Deputy Director of the Company, Seconded to MODECManagement Services (Singapore) Pte. Ltd. (MMS)
May 2018
Deputy Director, General Manager of Charter Operation
570
Department of the Company, while being seconded to MMS
Katsuyuki Imaizumi
Executive Officer, in charge of Project Development(November 23, 1960) March 2019
Department and Project Finance Department of the Company,
while being seconded to MMS
New appointment
January 2020
Executive Officer, in charge of Project Development Department
and Project Finance Department of the Company
April 2021
Executive Managing Officer of the Company, President & CEO,
Head of Project Development of MII (current position)
Reasons for selection as a Director candidate
Mr. Katsuyuki Imaizumi has been newly selected as a candidate for Director, as he has acquired awide range of knowledge related to project management through his duties in the Company and its
affiliated companies, as well as having been in charge of business activities in the Company.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1981
July 2005
March 2006
January 2011
November 2013
April 2014
April 2015

Number ofshares of theCompany held

Joined Mitsui Engineering & Shipbuilding Co., Ltd. (currently
Mitsui E&S Holdings Co., Ltd.)
General Manager of Production Planning Dept., Machinery
Factory, Machinery & Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
General Manager of Quality Assurance Dept., Machinery
Factory, Machinery & Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
General Manager of Diesel Design Dept., Machinery Factory,
Machinery & Systems Hq., Mitsui Engineering & Shipbuilding
Co., Ltd.
General Manager of Service Center, Technoservice Dept.,
Machinery & Systems Hq., Mitsui Engineering & Shipbuilding
Co., Ltd.
Associate Executive Officer, General Manager of Technoservice
Dept., Machinery & Systems Hq., Mitsui Engineering &Shipbuilding Co., Ltd.
Executive Officer, Mitsui Engineering & Shipbuilding Co., Ltd.

April 2016

Ryoichi Oka(October 8, 1958)
4
New appointment
External Director

Deputy General Manager of Machinery & Systems Hq. (incharge of Industrial Machinery), General Manager ofTechnoservice Dept., Mitsui Engineering & Shipbuilding Co.,Ltd.
0April 2017Managing Executive Officer, General Manager of Machinery &Systems Hq., Mitsui Engineering & Shipbuilding Co., Ltd.
June 2017
Director, Managing Executive Officer, Mitsui Engineering &Shipbuilding Co., Ltd.
April 2018
President and Representative Director of Mitsui E&S MachineryCo., Ltd.
June 2018
Resigned Director of Mitsui E&S Holdings Co., Ltd.,
President, Representative Director, and Executive Officer of
Mitsui E&S Machinery Co., Ltd.
April 2019
President of Mitsui E&S Holdings Co., Ltd., COO (Chief
Operating Officer), CISO (Chief Information Security Officer),
In charge of Corporate Planning Dept.
June 2019
President and Representative Director, in charge of Auditing
Department, Mitsui E&S Holdings Co., Ltd. (current position)
November 2019 In charge of Engineering Business Management Dept., Mitsui
E&S Holdings Co., Ltd.
January 2020
CEO (Chief Executive Officer), Mitsui E&S Holdings Co., Ltd.
(current position)
April 2021
In charge of Engineering Business Management Dept. and
Growth Business Promoting Dept., Mitsui E&S Holdings Co.,
Ltd. (current position)
April 2022
Executive Chairman and Director, Mitsui E&S Holdings Co.,
Ltd. (scheduled)
Reasons for selection as an External Director candidate and expected roles
Mr. Ryoichi Oka has been newly selected as a candidate for External Director, as he is judged to becapable of advising the overall management of the Company, based on his abundant knowledge,
experience and managerial capability cultivated through his involvement in the management of
Mitsui E&S Holdings Co., Ltd., as well as his wealth of business experience in the field ofengineering, including machinery systems.
* Mr. Ryoichi Oka is scheduled to be appointed as Director of the Company on April 1, 2022.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1990
April 2008

Koichi Wakana(October 8, 1967)5

New appointment
External Director

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
General Manager of Second Sales Office, First Projects
Development Division, Infrastructure Projects Business Unit,
Mitsui & Co., Ltd.
April 2010
General Manager of First Sales Office, Environment and New
Energy Business Division, Infrastructure Projects Business
Unit, Mitsui & Co., Ltd.
April 2013
Deputy Manager of Environment and New Energy Business
0
Division, Infrastructure Projects Business Unit, Mitsui & Co.,Ltd.
April 2015
General Manager of Third Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
April 2019
General Manager, Caitan SpA
December 2021
Operating Officer of Infrastructure Projects Business Unit,
Mitsui & Co., Ltd. (current position)
April 2022
Managing Officer; Chief Operating Officer of Infrastructure
Projects Business Unit, Mitsui & Co., Ltd. (scheduled)
Reasons for selection as an External Director candidate and expected roles
Mr. Koichi Wakana has been newly selected as a candidate for External Director, as he is judged tobe capable of advising the overall management of the Company, based on his wide range of businessexperience at a major general trading company as well as practical knowledge related to theCompany’s business.

-9-

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
Shigenobu Aikyo
Mitsui Banking Corporation
2,800(October 1, 1949)
April 2010
Chairman and Representative Director, Nikko Cordial Securities
Inc.
Reappointment
April 2011
Chairman and Representative Director, SMBC Nikko Securities
External Director
Inc.
Advisor, SMBC Nikko Securities Inc.
Independent Director April 2015
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.
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 and expected roles
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.

- 10 -

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
Securities Inc.)
July 2006
Joined BUSICOM Co., Ltd.
0
Hiroko Noda
September 2007 Representative Director, Prominent Consulting Co., Ltd.
(July 3, 1960)
May 2010
Founded Probity Consulting Co., Ltd.
Representative
Director, Probity Consulting Co., Ltd. (current
Reappointment
position)
External Director
April 2014
Part-time Lecturer, Graduate School of Asian and International
Independent Director
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)
June 2021
Outside Director (Audit & Supervisory Committee Member), S.T.
CORPORATION (current position)
Reasons for selection as an External Director candidate and expected roles
Ms. Hiroko Noda has been successively selected as a candidate for External Director, as she isjudged to be able to supervise and provide advice on the overall management of the Company froman objective standpoint, based on her abundant experience and broad knowledge acquired at
accounting departments of foreign financial institutions and as a management consultant. She
satisfies the Criteria for the Independence of External Directors/Corporate Auditors established by
the Company.

- 11 -

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 Humanitarian0
Affairs and in charge of Arctic Affairs)
Kazuko Shiraishi
June 2016
Ambassador (in charge of Arctic Affairs), Ministry of Foreign(August 18, 1951)
Affairs
October 2016
Conciliation Commissioner, Tokyo Family Court (current
Reappointment
position)
External Director
June 2017
Term of office of Ambassador, Ministry of Foreign Affairs
expiredIndependent Director
December 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 and expected roles
Ms. Kazuko Shiraishi has been successively selected as a candidate for External Director, as she isjudged to be able to supervise and provide advice on the overall management of the Company froman objective standpoint, based on her extensive knowledge and wealth of experience in international
affairs she gained through her career at government and public offices. She has not been involved in
the management of a company in any way other than serving as an external director or external
auditor in the past. However, for the above reasons, the Company believes that she will be able toappropriately perform her duties as an External Director. She satisfies the Criteria for the
Independence of External 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 and expected roles
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 involvement in the management of a major
listed manufacturing company, as well as wide range of business experience related to productionengineering, plant management and sales, etc. He satisfies the Criteria for the Independence ofExternal Directors/Corporate Auditors established by the Company.

- 12 -

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
Partners), Partner
0Partner, City-Yuwa Partners (current position)
February 2003
Masato Kobayashi January 2020
Outside Statutory Auditor, Tsukishima Kikai Co., Ltd.
(April 5, 1960)
Outside Director, eBOOK Initiative Japan Co., Ltd. (current
June 2020
position)
Reappointment
December 2020 External Audit & Supervisory Board Member, Japan Platform ofIndustrial Transformation, Inc. (current position)
External Director
External Director of the Company (current position)
Independent Director March 2021
Reasons for selection as an External Director candidate and expected roles
Mr. Masato Kobayashi 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 a wealth ofexperience and professional insight on overall legal affairs as an attorney. He has not been involvedin the management of a company in any way other than serving as an external director or external
auditor in the past. However, for the above reasons, the Company believes that he will be able toappropriately perform his duties as an External Director. He satisfies the Criteria for the
Independence of External Directors/Corporate Auditors established by the Company.

(Notes) 1. The Company is an equity method affiliate of Mitsui E&S Holdings Co., Ltd. The positions and responsibilities at thecompany of the candidates who currently serve or had served during the past ten 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 six years for Mr.
Shigenobu Aikyo, three years for Mses. Hiroko Noda and Kazuko Shiraishi, two years for Mr. Kazuhisa Nishigai, and one
year for Mr. Masato Kobayashi 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 Mr. Shigenobu Aikyo, Mses. Hiroko Noda and Kazuko Shiraishi, Mr.
Kazuhisa Nishigai, and Mr. Masato Kobayashi 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. Ryoichi Oka
and Koichi Wakana.
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.

- 13 -

Proposal 3: Election of One Audit & Supervisory Board Member
As Mr. Katsunori Aikyo, an Audit & Supervisory Board Member, will resign from office at the conclusionof this General Meeting of Shareholders, the election of one Audit & Supervisory Board Member is proposed.
As Mr. Yoshihiro Takamura will be elected as a substitute for Mr. Katsunori Aikyo, his term of office will
expire when the term of office of the resigning Audit & Supervisory Board Member should have expired
pursuant to the provisions of the Articles of Incorporation of the Company.
This Proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as stated below.
Name(Date of birth)

Career summary and positions at the Company, andsignificant concurrent positions

Number ofshares of theCompany held

April 1984

Joined the Mitsui Bank, Ltd. (currently Sumitomo Mitsui
Banking Corporation).
December 2002 General Manager of Audit Department Group, Sumitomo Mitsui
Financial Group, Inc.
March 2008
Seconded to Manufacturers Bank, Executive Vice President of
the Bank, General Manager of Corporate Planning Department
June 2013
Joined the Company, Deputy Manager of Finance Department
October 2013
General Manager of Finance Department of the Company
705
April 2020
Deputy Director, General Manager of Finance Department of the
Yoshihiro Takamura
Company(September 30, 1961) May 2020
Deputy Director, General Manager of Internal Audit Departmentof the Company
New appointment
April 2021
Deputy Director, General Manager of Internal Audit Department,
and General Manager of Board of Statutory Auditors’ Office of
the Company (current position)
Reasons for selection as an Audit & Supervisory Board Member candidate
Mr. Yoshihiro Takamura has been newly 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 in auditing at financial institutions
and the Company.
(Notes) 1. The above candidate for Audit & Supervisory Board Member has no special interest in the Company.
2. Liability limitation contract with the External Audit & Supervisory Board Member
The Company has entered into a contract with each Audit & Supervisory Board Member to limit his/her liability forcompensation of damages prescribed in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
under the contract shall be the minimum amount prescribed in Article 425, Paragraph 1 of the said Act. If this Proposal isapproved, the Company intends to enter into the liability limitation contract with Mr. Yoshihiro Takamura.
3. 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 the candidate iselected and assumes the office of Audit & Supervisory Board Member, he will be insured under the contract, which will
be renewed during his terms of office.

- 14 -

[Reasons for selecting each item in the skill matrix]
Item
Reasons for selection
Corporate
In order to fulfill the role of monitoring management expected of the Board ofmanagement
Directors, it is necessary to have knowledge and experience in corporate management.
The Company’s main customers are overseas oil exploration and production
International
companies, and almost 100% of its sales are posted overseas. Therefore, it isexperience
necessary to have international experience as we have established a global value
chain.
Since negotiations with customers and contractors are complex and diverse, it isLegal and compliance necessary to have knowledge and experience in contract practices and laws andregulations of various countries from the perspective of risk management.
In order to monitor the soundness of management by preparing accurate financial
Finance, accounting,reports, as well as from the perspective of risk management, it is necessary to haveand taxation
knowledge and experience in finance, accounting, and taxation.
The establishment of an appropriate governance system is the foundation forInternal control andsustainable growth, and it is necessary to have knowledge and experience ingovernancegovernance to exercise the supervisory function over globally operating subsidiaries.
Human resource
In order to maximize capabilities, it is necessary to have knowledge and experience inmanagement andhuman resource management and development, including the promotion of diversity.
development
In addition to the businesses involved in the oil and gas industry to date, it isnecessary to have a perspective that can serve as a foundation for innovation and new
ESGbusiness initiatives to ensure that we do not fail to keep up with the decarbonization
trends in the future.

- 15 -

(Reference) Skill matrix [after the shareholders’ meeting]
Name

Current
position /Reappointment / New
appointment

Takeshi

Reap-

Kanamoripointment

Yasuhiro

New ap-Takanopointment

Katsuyuki

New ap-Imaizumi

pointment

Ryoichi Oka

New ap-Knowledge and experience possessed by the officers
External/ Independent

Legal andcompliance

Finance,accounting,and taxation○

Internal control
andgovernanceHuman
resource
management anddevelopment

ESG

Directors

○

○

○

○

○

○

○

External

○

○

○

○

External

○

○

○

○

○

○

○

○

pointment

KoichiNew ap-Wakanapointment

Shigenobu

Reap-

External,

Aikyo

pointment

Independent

Reap-

External,

pointment

Independent

Hiroko Noda

Corporate International
management experience

KazukoReap-

External,

Shiraishi

pointment

Independent

Kazuhisa

Reap-

External,

Nishigaipointment

Independent

MasatoReap-

External,

Kobayashi

pointment

Independent

Audit & Supervisory Board
Members

Yoshihiro

New ap-Takamura

pointment

Yoshihiro

Current

External,

Kato

positionIndependentToshihikoCurrent

External,

FujitapositionIndependent

MasaakiCurrent

External,

Amma

positionIndependent

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

- 16 -○○○

[Appendix]
Operations Report (from January 1, 2021 to December 31, 2021)
Overview and Results of Operations
During the consolidated fiscal year ended December 31, 2021, the Japanese economy faced a severe
economic environment, with deteriorating corporate performance and declining personal consumption, as
COVID-19 restrained economic activities. However, in the second half of the year, the economic situationin Japan saw a recovery as the severe situation caused by COVID-19 gradually eased. The global economy
also remained in a difficult situation as economic activities remained stagnant due to the worldwide spreadof COVID-19 but generally showed signs of recovery in the second half of the year.
WTI oil prices fluctuated depending on the situation from time to time. However, they remained ataround 50 to 80 US dollars per barrel, partly because the progress of COVID-19 vaccination has graduallynormalized economic activities, which strengthened expectations for a recovery in demand, and partly
because of the coordinated production cut by OPEC Plus. In this environment, the trend toward
decarbonization is unavoidable. However, from the perspective of maintaining a stable energy supply,
petroleum companies are expected to continue specific deep-sea oil field development projects. The
business related to floating offshore oil and gas production facilities, which is the main business of theGroup, is expected to grow steadily in the future in ultra-deepwater large-scale projects, where the Group
has strengths.
However, the business environment surrounding the Group is undergoing significant changes,
including decarbonization, the further spread of renewable energy, and the evolution of digital technologies.
The Group will steadily take into account these changes in the business environment. While securing
profits from existing businesses, it will steadily develop future sources of earnings, such as floating
offshore wind turbines, development of eco-friendly FPSOs, digital solutions businesses, and submarine
resource development.
Under these circumstances, for the consolidated fiscal year ended December 31, 2021, orders resulted
in 2,902,771 thousand US dollars (down 7.8% from the previous consolidated fiscal year) due to neworders for the construction of FPSOs, etc. Revenue was 3,899,748 thousand US dollars (up 42.5% fromthe previous consolidated fiscal year) due to progress in the construction of FPSOs.
In terms of profit, there was an increase in profits associated with the start of revenue recognition forlarge-scale construction projects. On the other hand, the project implementation plan had to be changed
due to a decline in the profit rate for construction projects caused by the spread of COVID-19 that continued
from the previous fiscal year and delays in progress. This led to additional costs, worsening the construction
profitability. In addition, operating loss for FPSOs was 317,552 thousand US dollars (operating loss of
138,321 thousand US dollars was posted in the previous consolidated fiscal year). This was caused bysubstantial losses resulting from the continued suspension of operations due to equipment problems andadditional repair expenses for the FPSO that provides charter services in Brazil.
Due to these and other factors, loss attributable to owners of parent was 363,975 thousand US dollars(loss attributable to owners of parent of 131,907 thousand US dollars was posted in the previous
consolidated fiscal year), as a result of the provision of loans to an equity-method affiliate that owns an
FPSO affected by the deterioration in profitability.
Amid the global spread of COVID-19 since FY2020, the globally operating Group has beensignificantly affected in business performance. Therefore, the Group has concluded that securing liquidity
on hand and preparing for the stabilization of management are top-priority issues at present. As a result,
we regret to inform you that we will not pay a year-end dividend for the consolidated fiscal year ended
December 31, 2021.
We sincerely apologize to our shareholders, and we are striving to resume the dividend as soon as
possible. We look forward to your continued support.

- 17 -

Financial Statements

Consolidated Statement of Financial Position(December 31, 2021)(Thousands of USD)

Description

AmountDescription

AmountAssets3,425,542

Liabilities

2,870,782

Total Current assets

2,060,740

Total Current liabilities

2,664,758

Cash and cash equivalents

810,131

Trade and other payables

Trade and other receivables

379,394

Contract liabilities

405,807

Contract assets

704,730

Bonds and borrowings

426,867

Loans receivable

14,176

Income taxes payable

40,564

Other financial assets

14,171

Provisions

237,013

Other current assets

138,134

Other financial liabilities

94,549Other current liabilities

103,483

Total Non-current liabilities

206,024

Total Non-current assets

1,356,472

1,364,801

Property and equipment

51,366

Intangible assets
Investments accounted for using equity
methodLoans receivable

80,845

Borrowings

55

739,046

Deferred tax liabilities

8

398,562

Defined benefit liability

54,693

Other financial assets

13,278Provisions

80,597

Deferred tax assets

54,941Other financial liabilities

23,584

Other non-current assets

26,760

Other non-current liabilities

47,084EquityTotal assets

3,425,542

282,292

Capital surplus

280,711Retained earnings

85,957

Treasury shares(1,291)Other components of equity(115,129)

Equity attributable to owners of parent

532,541

Non-controlling interests

22,218

Total liabilities and equity

3,425,542(Note) The figures are rounded down to the nearest thousand US dollar.

- 18 -

554,759

Common stockConsolidated Statement of Income(For the year ended December 31, 2021)(Thousands of USD)
Description

AmountRevenue

3,899,748

Cost of sales(4,125,283)(225,534)

Gross profit (loss)
Selling, general and administrative expenses(145,963)

Equity in earnings of unconsolidated subsidiaries and affiliates

29,309Other income

24,680

Other expenses(44)(317,552)

Operating profit (loss)
Finance income

55,438Finance costs(82,185)

Profit (loss) before tax(344,300)

Income tax expense

15,620

Profit (loss)(359,920)

Profit attributable to
Owners of parent(363,975)

Non-controlling interests

4,055

Profit (loss)(359,920)

Earnings per share
Basic earnings (loss) per share (US dollars)(6.46)

Diluted earnings (loss) per share (US dollars)(6.46)- 19 -

Non-Consolidated Balance Sheet(December 31, 2021)(Millions of Japanese yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
165,871

Cash and time deposits

52,749Accounts receivable - trade

Current liabilities

199,971

Accounts payable - trade94,422

18,579Current portion of long-term loans payable

3,412

Contract assets

74,024

Lease obligations

Work in process

161

Advance payments - trade

Accounts payable - otherAccrued expenses

245

962

Income taxes payable

87

Short-term loans receivable

9,959

Contract liabilities

24,672

Accrued income

1,319

Deposits received

167

Other current assets

2,273

CMS deposits received

Prepaid expenses

Less - allowance for bad debts

16,54322
1,359(10,702)

Accrued employees' bonuses
Provision for loss on order received

69,82971
5,614

Other current liabilities

66

101

Non-current liabilities

47,625

Buildings, net

53

Bonds payable

25,877

Tools, furniture and fixtures, net

8Long-term loans payable

19,833

Leased assets, net

38

Lease obligations

20

Provision for retirement benefits

877

Other provisions

79

Deferred tax liabilities

937

Non-current assets
Property and equipment

Intangible assets

98,115

2,453

Software

22

Other

2,430

Total liabilities

247,597(Net assets)
Investments and other assets
Investment securities
Investment in subsidiaries and affiliates
Long-term
loans
receivablefromunconsolidated subsidiaries and affiliatedcompanies
Other investments

95,561

Shareholders’ equity

16,3980Common stock

30,122

89,175

Capital surplus

30,852

4,692

Legal capital surplus

1,693

Retained earnings

68

Other retained earnings(44,504)

Retained earnings brought forward(44,504)

Valuation and translation adjustments
Unrealized gains (losses) on hedging
derivative, net of tax
263,987- 20 -(44,435)

Legal retained earnings

Less - treasury stock at cost

Total assets

30,852

(140)
(9)
(9)

Total net assets

16,389Total liabilities and net assets

263,987

Non-Consolidated Statement of Income(For the year ended December 31, 2021)(Millions of Japanese yen)
Description

AmountSales

358,045

Cost of sales

355,771

Gross profit

2,273

Selling general and administrative expenses

7,808(5,535)

Operating loss
Non-operating income
Guarantee commission received

473

Interest and dividend income

4,665

Other

10

5,149

Non-operating expenses
Interest expense

566

Foreign exchange losses

2,192

Other

907

Ordinary loss

3,666
(4,052)Extraordinary losses
Loss on exchange of shares of subsidiaries and associates

5,603

Loss on valuation of shares of subsidiaries and associates

48,422

Provision of allowance for doubtful accounts

8,669

Loss before income taxes

62,695(66,747)

Income taxes - current(57)

Income taxes - deferred

930

Loss

(67,621)- 21 -