March 18, 2016
Revised on December 21, 2016
Revised on April 19, 2018
Revised on April 18, 2019
Revised on September 17, 2020
Revised on November 18, 2021
Revised on February 14, 2024
Revised on March 27, 2024

MODEC, Inc. Corporate Governance Guidelines
Chapter 1: General Provisions(Purpose of these Guidelines)
Article 1.
The purpose of the Guidelines is to set out the basic framework and philosophy of the Corporate
Governance of MODEC, Inc. (“The Company”) and to contribute to the furtherance of the sustainablegrowth and corporate value of the Company and its subsidiaries (“The MODEC Group”).
(Management Philosophy)
Article 2.
The MODEC Group has established the following Vision, Mission and Core Values, and strives topromote and instill throughout the MODEC Group.
<Vision>Pioneering a world where the ocean and humanity co-exist in harmony<Mission>
Unlocking the ocean's potential by supplying unique floating solutions for a sustainable future<Core Values>
MODEC is committed to our OCEAN- One Team
Unifying a diverse MODEC through inclusion, equality, trust, collaboration and open communication
to cultivate true value creation- CarePrioritizing safety in all we do and nurturing our people, our assets, our environment and our legacy- Empowered
Harnessing our pioneering spirit, taking ownership of our decisions and empowering our people to go
beyond, together- AgileResponding swiftly to change with a results-oriented mindset and pursuing continuous improvement- iNtegrity
Conducting business in the right way, every day through our compliance and ethics culture, by
upholding human rights and acting with professionalism(Basic Policy for Establishment and Enhancement of Corporate Governance System)
Article 3.
The Company establishes its corporate governance system in accordance with the fundamental principles
of strict compliance, a focus on shareholder returns and securing business transparency. In particular, inorder to secure the transparency, the Company proactively strives to ensure prompt and accurate
information disclosure.

Chapter 2: Securing the Rights and Equal Treatment of Shareholders(Securing the Rights and Equal Treatment of Shareholders)
Article 4.
The Company strives to maintain an environment that enables the proactive and prompt information
disclosure and smooth implementation of exercising voting rights in order to ensure the equal treatmentof rights of all shareholders, including minority shareholders and non-Japanese shareholders, and toprotect shareholders rights and contribute to the appropriate exercise of their rights.
(2) When the Company implements a capital policy (including share offering and management buyouts)
that results in a change of control or a significant dilution, it promptly discloses the process of reviews
and the purpose of implementing the capital policy with reviewing opinions of independent directors andindependent external Audit & Supervisory Board Members and seeks to provide an adequate explanation
to the shareholders, as necessary, at general shareholders meeting and financial results briefings or byother means.
(Procedures Concerning Transactions that may Harm the Common Interests of Shareholders)
Article 5.
Any transactions involving conflict of interest and competitive transactions to be conducted by theCompany’s directors and executive officers are subject to the prior approval of the Board of Directors(“BOD”), and the directors who have conducted such transactions shall report the transaction to the BOD
without delay.
(2) In order to supervise transactions with major shareholders properly, the Company conducts
appropriate reviews of such transactions in the BOD meetings, the Management Board meetings, andother similar meetings, depending on the importance and characteristics of such transactions.
(Basic Capital Policy)
Article 6.
The basic capital policy for the Company is to make investments to ensure a sustainable growth for boththe enhancement of the corporate value and shareholder values, to maintain shareholders’ equity at alevel where risks are controlled, and to conduct business that takes ROE (Return on Equity) into account.
(2) With regard to shareholder returns, the Company intends to prioritize the stable and continuous
distribution of dividends to shareholders by comprehensively considering business results, financial
condition and future business developments among others.
(Basic Policy for Cross-Shareholdings and Exercising Voting Rights Associated with Cross- Shareholdings)
Article 7.
In light of the stock price fluctuation risk and from the viewpoint of enhancing asset efficiency, theCompany does not conduct cross-shareholdings, except in cases where cross-shareholdings are
considered necessary for the business relationship or collaboration with investment destinations.
(2) As regards exercising voting rights associated with cross-shareholdings, the Company makes
individual decisions depending on the specific circumstances of each case from the viewpoint ofmaintaining and enhancing the corporate value of the MODEC Group, in principle.
(Countermeasures against Large-Scale Acquisitions of the Shares of the Company)
Article 8.
The Company has not adopted anti-takeover measures. In case that the Company adopts anti-takeovermeasures, the BOD shall examine the necessity and rationality for the adoption and implementation ofanti-takeover measures in light of their fiduciary responsibility to shareholders, ensure that anti-takeovermeasures are not adopted on behalf of the individual interests of the management and the BOD, secure
the appropriate procedures, and provide a sufficient explanation to shareholders.
(2) In case that the shares of the Company become subject to a takeover bid, the BOD shall disclose its
thoughts promptly to shareholders in accordance with the applicable laws and regulations, because sucha takeover bid changes the ownership structure of the Company and may affect shareholder benefits. The
Company respects the rights of shareholders and does not prevent shareholders from accepting such atakeover bid, in principle.

Chapter 3: Relationships with Stakeholders(Building Strong and Effective Relationships with Stakeholders)
Article 9.
Based on the recognition that cooperation with shareholders and all the other stakeholders is
indispensable for the furtherance of sustainable growth and corporate value, Chief Executive Officer(“CEO”) and managements stand at the forefront in the Company’s efforts to foster a corporate culturethat respects the rights and positions of stakeholder and corporate ethics.
(Code of Conduct)
Article 10. The Company has formulated the Code of Business Conduct and Ethics as a common code of conduct
for the MODEC Group for the purpose of recognizing changes in the business environment andestablishing a stronger compliance system with the aim of the further growth of the Company.
(2) The code provides the ethical guidelines and expectations for conducting business on behalf of the
MODEC Group. This includes the operations of the MODEC Group companies, as well as any joint
venture partnerships controlled by the MODEC Group, including special purpose companies (“SPCs”)
and consortia. The code applies to all employees and managements and where applicable to suppliers,
vendors, contractors, dispatched workers, and other personnel of the MODEC Group.
(3) The Company strives to promote the dissemination of the code appropriately through online training
and by other means. The status of implementation of the code is monitored by the Group Compliance
Committee established by the BOD.

Chapter 4: Ensuring Appropriate Information Disclosure and Transparency(Ensuring Appropriate Information Disclosure and Transparency)
Article 11. The Company recognizes that the implementation of appropriate information disclosure is one of theimportant management issues for obtaining the understanding of shareholders and other stakeholders.
Based on this recognition, the Company discloses information considered to be important forshareholders and other stakeholders (including non-financial information) on the webpage of theCompany, in reports and by various other means, in addition to disclosure in accordance with laws andregulations.
(2) The Company maintains a keen awareness of the equality of overseas investors and discloses andprovides information not only in Japanese but also in English as necessary.
(3) The Company has set forth the Regulations for the Prevention of Insider Trading and endeavors to
conduct the appropriate management of information and prevent the leakage of important andundisclosed insider information.

Section 1: Board of Directors

Chapter 5: Corporate Governance System(Roles and Responsibilities of the Board of Directors)
Article 12. The BOD secures management fairness and transparency through its function of supervising theCompany’s overall management, including the exercise of duties by officers. The BOD also makes
decisions for the Company by determining the execution of important business and other matters as
required by laws and regulations.
(2) Matters subject to decision-making by the BOD are set forth in Regulations for the Board of Directors,
specifically and in detail. Decision-making about other matters is delegated to the managements. The
segregation of duties and the authority of officers and general managers of divisions or departments are
explicitly set forth in the internal rules, and are subject to review as necessary.
(3) For the furtherance of the sustainable growth and corporate value of the MODEC group, the BOD
establishes mid-term business plan and reviews of the status of progress for achieving the goals in theplan and new issues arising, if any, and countermeasures as required.

(Composition of the Board of Directors)
Article 13. The basic policy for the composition of the BOD is that it is composed of a maximum of fifteen persons
who are considered competent based on the balance of their knowledge, experience, capabilities, among
others, related to each business, and considering diversity, including gender, international experience,
work experience and age in accordance with the provisions about directors in the Articles ofIncorporation of the Company.
(2) The Company aims to reinforce the monitoring and supervising functions of the BOD and increase
management transparency by appointing at least one-third of members of the BOD as independent
directors.
In view of achieving the mid- to long-term enhancement of corporate value, independent directors havethe role of stating their opinions from a broad perspective based on their knowledge and supervising themanagement of the Company from an independent standpoint. In meetings of the BOD to discuss theappointment or dismissal of senior managements, the BOD secures the provision of opportunities for the
independent directors to state their opinions from an independent standpoint, and ensures that theiropinions are appropriately incorporated in it decisions.
(3) The BOD has established The Nomination and Remuneration Committee (“The Committee”) which
is a non-mandatory committee under the umbrella of the BOD. The Committee discusses matters suchas the nomination and remuneration of senior managements and provides advices and suggestions to the
BOD. The chairperson and the majority of the Committee should be composed of independent directors.
(Procedures for Nomination of Candidates and Election/ Dismissal for Officers)
Article 14. When nominating candidates for directors, such candidates should be persons who have the appropriate
experience, deep insight and high levels of expertise required for their responsibilities in the Company.
(2) The BOD nominates candidates after the Committee discusses the appropriateness and other aspectsof candidates based on an inquiry from the BOD and provides advices and suggestions to the BOD.
(3) As regards the election and dismissal of directors, candidates are nominated by the BOD based on acomprehensive evaluation and judgement of their experience, insight, expertise, among others, in lightof the management philosophy and strategy of the Company, and are appointed and dismissed byresolution of the general shareholders meeting.
(4) The Committee discusses the election and the succession plan for top managements such as CEO
based on an inquiry from the BOD and provides advices and suggestions to the BOD.
(5) Candidates for Audit & Supervisory Committee members are decided by the BOD with the consent
of the Audit & Supervisory Committee and are elected by resolution of the general shareholders meeting.
(6) If the qualifications set forth in the above-mentioned appointment events are not recognized, or if
events such as being in office are deemed to have an adverse effect on the sound management andsustainable growth of the company, the BOD will decide on the proposal for dismissal of directors andthe dismissal of senior managements. The dismissal of directors shall be conducted in accordance withthe laws and regulations of the Companies Act.
(The Company’s Approach to Executive Remuneration and Decision Procedures)
Article 15. Remuneration for senior managements and directors is determined by comprehensively considering, inaddition to their individual responsibilities and job performance, mid- to long-term business results,
previous remuneration records and so forth.
(2) Remuneration for directors is determined by the BOD after the Committee reviews and discusses thepolicy of the remuneration system and relevant decision-making procedures and provides advices andsuggestions to the BOD.
(Evaluation of the Board of Directors)
Article 16. The secretariat of the BOD undertakes surveys of each director and analyzes and evaluates theeffectiveness of the BOD based on the results of the surveys.

Section 2: Directors(Roles and Responsibilities of Directors)
Article 17. Recognizing their fiduciary responsibility to shareholders, directors act in the common interests of theCompany and shareholders.
(2) Based on their professional knowledge and experience, independent directors supervise the executionof duties by directors, state their opinions on business policies, plans and other measures, and monitor
transactions conducted by directors and senior managements to ensure that they do not involve conflictof interest.
(Limitation of Interlocking Directorates of Independent Officers)
Article 18. Independent directors use their time and efforts as required to appropriately perform their roles andresponsibilities as independent directors and of the Audit & Supervisory Committee and their concurrent
holding of posts outside the Company is limited to a reasonable extent. The status of interlocking
directorates of independent officers is disclosed in business reports and securities reports of theCompany.
Section 3: Audit & Supervisory Committee(Roles and Responsibilities of the Audit & Supervisory Committee)
Article 19. In light of its fiduciary responsibility to shareholders, the Audit & Supervisory Committee has theauthority to primarily conduct audits of the execution of duties by the directors and determine the contentsof the agenda to be submitted to general shareholders meeting, including the agenda for the appointment
and dismissal of independent accounting auditors.
(2) The Audit & Supervisory Committee establishes the standards for the selection and evaluation of
independent accounting auditors in the Code of Audit and Supervisory Committee Auditing andSupervising Standards.
(3) The Audit & Supervisory Committee gains an understanding of and evaluates the status of theperformance of duties by the independent accounting auditors, including their independence andexpertise to fulfill their responsibilities, based on the matters notified by the independent accounting
auditors in accordance with the Ordinance on Company Accounting, opinion exchanges, status of
implementation of audits, audit reports, and other facts.
(4) As part of the supervisory functions of the Company and as an independent body entrusted by theshareholders, the Audit & Supervisory Committee members and the Audit & Supervisory Committee
audit the execution of duties by the directors by utilizing their independence and ability to gather
information, and appropriately state their opinions at meetings of the BOD.
(5) The Audit & Supervisory Committee secures cooperation with the independent directors to support
the independent directors to enhance their ability to gather information.
(Composition of the Audit & Supervisory Committee)
Article 20. The Audit & Supervisory Committee consists of directors who are members of the Audit & Supervisory
Committee and has one full-time Audit & Supervisory Committee member and at least two independent
external Audit & Supervisory Committee members.
(2) The Audit & Supervisory Committee has at least one person with appropriate expertise on financeand accounting.
Section 4: Independent External Directors(Independence Criteria)
Article 22. The independence Criteria for External Directors designated by the Company are as appended.
(Cooperation with the Audit & Supervisory Committee)
Article 23. The Company will regularly hold meetings between the Audit & Supervisory Committee and External
Directors to serve as a venue in which to share general conditions and issues of management and toexchange a wide range of other opinions.
Section 5: Support System for Officers(Support System for Officers)
Article 24. In light of sustainable growth and a mid- to long-term enhancement of corporate value, the Company
supports the directors in their efforts to acquire and update their knowledge and skills. The Company
recommends that the directors attend external seminars, become members of external organizations andparticipate in various human networks. The Company bears the expenses of such activities upon requestfrom the directors in accordance with the internal rules.
(2) The Company provides training with the main focus on compliance with laws and regulations to
newly appointed directors as an opportunity for them to acquire essential knowledge and understandtheir roles and responsibilities.

Chapter 6: Dialogue with Shareholders(Basic Policy)
Article 25. For the furtherance of sustainable growth and corporate value, the Company strives to maintain dialogue
with shareholders and other investors and reflect their opinions and requests in the management of theCompany.
(System for Promoting Dialogue)
Article 26. The CEO, executive officer in charge of Accounting and Finance, and other personnel of the Company
and directors including independent directors, within a reasonable range based on requests fromshareholders, proactively engage in dialogue with shareholders and other IR (Investor Relations)activities to foster good interactive communication concerning the corporate strategies, businessstrategies, technical strategies, mid-term business plan and financial information of the Company whileemphasizing fairness, accuracy and consistency.
(2) Based on the shareholder register as of the end of June and December, respectively every year, theCompany identifies its shareholder composition and strives to maintain dialogue with shareholders uponassessing their situation.
(3) The Company strives to promote information disclosure through individual interviews and byholding financial results briefings for institutional investors and explanatory meetings for individual
investors, using the webpage of the Company and by other means.

Chapter 7: Other(Revision and Abolition of these Guidelines)
Article 27.
The revision and abolition of these Guidelines are determined by resolution of the BOD.

Appendix
Criteria for the Independence of External Directors/Corporate Auditors
The Company deems External Directors/Corporate Auditors or candidates for such positions to be independent if they are
judged as not falling under any of the following items as the result of the investigation conducted by the Company to theextent reasonably possible:(1) Executors of operations (*1) of the Company and its subsidiaries or affiliates (hereinafter collectively “theCompany Group”) or persons who have been executors of operations of the Company Group within the past
10 years (*2);(2) Those who have been directors, corporate auditors or executors of operations of the Company’s current major
shareholders (*3) or its consolidated subsidiaries within the past 10 years;(3) Parties in which the Company directly or indirectly control 10% or more of the total voting rights or executorsof operations thereof;(4) Major business partners of the Company Group (*4) or their executors of operations;(5) Those who belong to the auditing firm that is the financial auditor of the Company or its consolidated
subsidiaries;(6) Those who render professional services, such as consultants, attorneys, certified public accountants and the likeand receive a large amount of money or other material benefits (*5) other than executive remuneration from theCompany Group (including those who belong to corporations, partnerships and the like, including consulting
firms, law firms and auditing firms, which receive a large amount of money or other material benefits from theCompany Group);(7) Executors of operations of bodies including corporations and partnerships which, or persons who, receive alarge amount of donations (*6) from the Company Group;(8) Executors of operations of a company that has appointed executors of operations of the Company Group
as its own officers;(9) Those who have fallen under the definition of items (3) to (8) above within the last 3 years;(10) In cases where those who have fallen under the definition of items (1) to (8) above are important persons(*7), their spouses or relatives within the second degree of kinship; and(11) Any other person who is likely to have a conflict of interests with general shareholders and is subject tocircumstances reasonably deemed to make him/her unable to fulfill his/her duties as an independent External
Director/Corporate Auditor.
(Notes)1. “Executors of operations” refers to Executive Directors, Executive Officers, employees who execute operationsor those equivalent thereto of corporations and other bodies, as well as those who have belonged to the Company
Group.
2. For an External Director who has been a director, accounting advisor (if the accounting advisor is a corporation,a member of that corporation who is in charge of the account) or corporate auditor of the Company or its
consolidated subsidiaries (excluding a person who has been an Executive Director, etc.) during the 10 years prior
to assuming office as External Director, such person must not have been an Executive Director, etc. of theCompany or its consolidated subsidiaries for 10 years prior to assuming office as director, accounting advisor or
corporate auditor.
3. “Major shareholders” refers to those who directly or indirectly control 10% or more of the total voting rights in
the Company as of the most recent fiscal year.
4. “Major business partners” refers to those who meet any of the following criteria.
1) A business partner who has been provided with products, etc. by the Company Group and has madepayment(s) to the Company Group equivalent to 2% or more of the Company Group’s consolidated annual
sales in the most recent fiscal year.
2) A business partner who has provided the Company Group with products, etc. and has received payment(s)from the Company Group equivalent to 2% or more of the business partner’s annual consolidated sales in themost recent fiscal year.
3) A financial institution that has extended a loan to the Company Group, whereby the outstanding balance of the

5.

6.
7.

loan is 2% or more of the Company Group’s consolidated total assets as of the end of the fiscal year.
“A large amount of money or other material benefits” means either of the following cases: (1) In a case where
the professional services are provided by an individual, a total amount of relevant material value received fromthe Company Group excluding remuneration as a director/corporate auditor that is ten million yen (¥10,000,000)
or more in the most recent fiscal year; and (2) In a case where the professional services are provided by an entity
such as a corporation or partnership, a total amount of relevant material value received from the Company Group
that is either 2% or more of the consolidated net sales or total annual revenue of the relevant entity in the mostrecent fiscal year.
“A large amount of donations” refer to a donation or donations from the Company Group to a recipient in the
total amount of ten million yen (¥10,000,000) or more in the most recent fiscal year.
“Important persons” refers to Executive Directors, Executive Officers or employees who execute
important operations, such as a person in charge of a division.