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 Japaneseoriginal, the original version shall prevail. The Company assumes no responsibility for thistranslation or for any direct, indirect or any other form of damage arising from the translation.
(Securities Code: 6269)
Commencement of Electronic Provision: March 1, 2023
Date of Release: March 10, 2023
To Our Shareholders with Voting Rights:
Takeshi Kanamori
President and Chief
Executive Officer
MODEC, INC.
3-10, Nihonbashi 2-chome
Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 37TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be advised that the 37th Annual General Meeting of Shareholders of MODEC, INC. (the“Company”) is to be held as described below.
The Company has taken measures for electronic provision of materials for the General Meeting of
Shareholders and posted matters to be provided electronically (the “Matters”) on its website on theInternet pursuant to the provision of Article 325-3 of the Companies Act. Please access the following
URL to review the information.
The Company’s website: https://www.modec.com/ir/stock/agm.html
The Matters are posted on the Company’s website and also on the Tokyo Stock Exchange’s website.
In case they cannot be accessed on the Company’s website, please visit the Listed Company Search
page on the Tokyo Stock Exchange’s website from the address below, enter the issue name (company
name) or securities code, then select Basic information – Documents for public inspection/PR
information to search and view the information on the Notice of General Meeting of Shareholders.
The Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc.
or in writing. The details of each proposal are as shown on the Reference Documents for the General
Meeting of Shareholders attached to the Notice of Convocation of the 37th Annual General Meetingof Shareholders on the Company’s website. Please review the documents and exercise your voting
rights by 5:40 p.m. on Monday, March 27, 2023 by referring to the “Guide to Exercising Voting
Rights Prior to the Meeting” (available in Japanese only) provided later in this Notice of Convocation.
1. Date and Time:
2. Place:

Tuesday, March 28, 2023, at 10:00 a.m.
(The reception desk opens at 9:00 a.m.)
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 37th Term (from January 1, 2022 to
December 31, 2022)
2. Non-consolidated Financial Statements for the 37th Term (from January 1, 2022

-1-

to December 31, 2022)
Matters to be resolved:
Proposal 1:
Reduction of Capital and Capital Surplus, and disposition of Surplus
Proposal 2:
Election of Nine Directors----------------------------------------------------------------------------------------------------------------------------- --1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at
the reception 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.

-2-

Other Matters Concerning Procedures of Convocation of the Annual General Meeting of
Shareholders
Among the items to be included in the documents stating the matters to be provided
electronically (the “Documents”), the items listed below are posted on the Company’s
website on the Internet (https://www.modec.com/ir/stock/agm.html) pursuant to theprovisions of applicable laws and regulations as well as Article 15 of the Company’s
Articles of Incorporation, and are not included in the documents to be delivered to thoseshareholders who have requested printed documents. Accordingly, the items included in
the Documents are part of the Operations Report, Consolidated Financial Statements, andNon-consolidated Financial Statements which the Audit & Supervisory Board Members
audited in preparing the Audit Report, and part of the Consolidated Financial Statements
and the Non-consolidated Financial Statements which the Accounting Auditor audited in
preparing the Accounting Audit Report.
(1) Systems necessary to ensure the appropriateness of business activities and operational
status of the systems(2) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial
Statements(3) Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated
Financial Statements
In case of circumstances requiring revisions to the matters to be provided electronically,
the original and revised versions of the matters will be posted to that effect on the websitesof the Company and the Tokyo Stock Exchange on the Internet.
The Company has adopted the International Financial Reporting Standards (IFRS). The
presentation currency is 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 useof the website 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 theCompany at a later timing will be recognized as valid. In the event that both votes arrive on thesame day, the vote via the Internet 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, youwill 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.

-3-Reference Documents for the General Meeting of
Shareholders
Proposals and References
Proposal 1: Reduction of Capital and Capital Surplus, and disposition of Surplus
In order to compensate for the deficit in retained earnings of MODEC, Inc, to ensure thesoundness of our financial structure, the flexibility and mobility of future capital policies, including
shareholder returns, we would like to reduce the amount of capital and capital surplus, and transfer
them to other capital surplus pursuant to the provisions of Article 447, Paragraph 1 and Article 448,
Paragraph 1 of the Companies Act. And then, we would like to transfer the increased other capitalsurplus to retained earnings in accordance with the provisions of Article 452 of the same law.
Since this proposal does not result in changing the total number of issued shares, the number ofshares owned by shareholders and business performance will not be affected.
As the balance of net assets will not change due to the decrease in the amount of capital andcapital surplus, net assets per share will not change.
1. Overview of capital reduction(1) Amount of capital to be reduced
The share capital is going to be reduced by ¥19,500,000,000.
(2) Method of capital reduction
The capital will be reduced and the entire amount will be transferred to other capital surplus.
(3) Effective date of capital reduction
May 31, 2023 (scheduled)
2. Overview of reduction of capital surplus(1) Amount of capital surplus to be reduced
The capital surplus is going to be reduced by ¥19,823,708,200.
(2) Method of capital surplus reduction
The capital surplus will be reduced and the entire amount will be transferred to other capitalsurplus.
(3) Effective date of capital surplus reduction
May 31, 2023 (scheduled)
3. Overview of disposition of Surplus
Subject to the capital reduction in item 2 above and the reduction of capital surplus in item 3 above
becoming effective, the entire amount of ¥39,323,708,200 in other capital surplus increased due tothe reduction will be transferred to compensate the deficit in retained earnings.
(1) Item and amount of surplus to decrease
Other capital surplus: ¥39,323,708,200(2) Item and amount of surplus to increase
Retained earnings: ¥39,323,708,200(3) Effective date of capital reduction
May 31, 2023 (scheduled)-4-

Proposal 2:

Election of Nine 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 nine Directors is proposed, including seven External Directors.
The candidates for Directors are as stated below.
No.

1

Takeshi Kanamori

Name

Current positions andresponsibilities at the Company

Attendance of theBoard of Directors
meetings in FY2022

Reappointment

Representative Director,
President and Chief Executive
Officer

22 / 22 (100%)

Director, Executive Managing
Officer, CFO (Chief Financial
Officer) , in charge of
Accounting Department,
Finance Department, and Budget
and Planning Group of theCompany

18 / 18 (100%)

–

–

2

Yasuhiro Takano

Reappointment

3

Koichi Watanabe

New appointment External Director

4

Koichi Wakana

Reappointment

External Director

External Director

16 / 16 (100%)

5Shigenobu Aikyo

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

22 / 22 (100%)

6

Hiroko Noda

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

22 / 22 (100%)

7

Kazuko Shiraishi

Reappointment

External Director
Independent Director

External Director,
Chairperson of Nominating andRemuneration Committee

22 / 22 (100%)8Kazuhisa Nishigai

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

22 / 22 (100%)

9

Masato Kobayashi

Reappointment

External Director
Independent Director

External Director,
Nominating and Remuneration
Committee Member

22 / 22 (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
13,800Infrastructure 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
Yasuhiro Takano
Department of the Company(December 25, 1957)
April 2012
Deputy Director, General Manager of Corporate Planning &4,900
Strategies
Department
oftheCompany
Reappointment
April 2013
Executive Officer, General Manager of Corporate Planning &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
March 2022
Director, Executive Managing Officer, CFO, in charge of
Accounting Department, Finance Department, and Budget andPlanning Group of the Company (current position)

-6-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Reasons for selection as a Director candidate
Mr. Yasuhiro Takano has been successively 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.

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company, andsignificant concurrent positions
April 1992
July 2009
October 2012
June 2017
April 2018

Koichi Watanabe(July 14, 1968)

December 2018
June 20193
New appointment
External Director

April 2021

April 2023

Joined Mitsui Engineering & Shipbuilding Co., Ltd. (currently
Mitsui E&S Holdings Co., Ltd.)
Seconded to MITSUI ZOSEN EUROPE LIMITEDManager of Finance & Accounting Dept., Mitsui Engineering &Shipbuilding Co., Ltd.
General Manager of Accounting Dept., Tamano Works, Mitsui
Engineering & Shipbuilding Co., Ltd.
General Manager of Tamano General Office, Human Resources& General Affairs Dept., Mitsui E&S Holdings Co., Ltd.
General Manager of Tamano Office, Finance & Accounting
Services Dept., Mitsui E&S Business Service Co., Ltd.
Manager of Finance & Accounting Dept., Mitsui E&S Holdings
Co., Ltd.
Director (Part-time), Mitsui E&S Machinery Co., Ltd. (current
position)
General Manager of Finance & Accounting Dept., Mitsui E&S
Holdings Co., Ltd. (current position)
Director, Mitsui E&S Business Service Co., Ltd. (current
position)
Executive Officer, General Manager of Finance Dept., MITSUIE&S Co., Ltd. (scheduled)

Number ofshares of theCompany held

0

Reasons for selection as an External Director candidate and expected roles
Mr. Koichi Watanabe 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 his abundant
knowledge, experience and managerial capability primarily in the finance and accounting fields,
cultivated through his service in Mitsui E&S Holdings Co., Ltd., as well as his extensive work
experience in the field of international business.

-7-

No.

Name
(Date of birth)

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

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
Division, Infrastructure Projects Business Unit, Mitsui & Co.,Ltd.
0April 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.
March 2022
External Director of the Company (current position)
April 2022
Managing Officer; Chief Operating Officer of Infrastructure
Projects Business Unit, Mitsui & Co., Ltd. (current position)
Director, Mitsui & Co. Plant Systems, Ltd. (current position)
Reasons for selection as an External Director candidate and expected roles
Mr. Koichi Wakana 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 a major general trading company as well as practical knowledge related to
the Company’s business.
April 1990
April 2008

Koichi Wakana(October 8, 1967)
4

Reappointment
External Director

Number ofshares of theCompany held

-8-

No.

Name
(Date of birth)

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

5

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
3,700(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.

-9-

No.

Name
(Date of birth)

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

6

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
Business Strategy, Asia University (current position)
Independent Director
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)
June 2022
Outside Director, CHORI CO., LTD. (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.

- 10 -

No.

Name(Date of birth)

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

7

8

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
Kazuhisa Nishigai
Vice President and Senior Officer, Bridgestone Corporation
October 2007
(July 29, 1950)
Member of the Board, Vice President and Senior Officer,
March 2008
Bridgestone Corporation
Reappointment
0
Representative Board Member, Senior Vice President,
March 2010
External Director
Bridgestone Corporation
Representative Board Member and COO, Bridgestone
Independent Director March 2012
Corporation
Member of the Board, COO and Representative Executive
March 2016
Officer, Bridgestone Corporation
Member of the Board, Bridgestone Corporation
January 2019
External Advisor, Bridgestone Corporation (current position)
March 2019
External Director of the Company (current position)
March 2020- 11 -

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

9

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)
Masato Kobayashi February 2003
Outside Statutory Auditor, Tsukishima Kikai Co., Ltd.
January 2020
(April 5, 1960)
Outside Director, eBOOK Initiative Japan Co., Ltd.
June 2020
External Audit & Supervisory Board Member, Japan Platform ofDecember
2020
Reappointment
Industrial Transformation, Inc. (current position)
External Director
External Director of the Company (current position)
March 2021
Independent Director 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 the company 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 theCompany, 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 seven years
for Mr. Shigenobu Aikyo, four years for Mses. Hiroko Noda and Kazuko Shiraishi, three years for Mr. Kazuhisa
Nishigai, two years for Mr. Masato Kobayashi, and one year for Koichi Wakana 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. Koichi Wakana and Shigenobu Aikyo, Mses. Hiroko
Noda and Kazuko Shiraishi, Mr. Kazuhisa Nishigai, and Mr. Masato Kobayashi to limit their liabilities forcompensation of damages prescribed in Article 423, Paragraph 1 of the Companies Act. The maximum amountof 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 andnewly enter into contract of the same content with Mr. Koichi Watanabe.
4. The Company has entered into an officers’ liability insurance contract to indemnify all of the Company’s
Directors, 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 Director, they will be insured under the contract, which will be renewed during their terms of office.
5. The numbers of shares of the Company held by the candidates are as of December 31, 2022.

- 13 -

[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.

- 14 -

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

Current
position /Reappointment / New
appointment

Directors

Takeshi

Reap-

Kanamoripointment

Yasuhiro

Reap-

Takanopointment

KoichiNew ap-Watanabepointment

KoichiReap-

Wakanapointment

Knowledge and experience possessed by the officers
External/ Independent

○

○

○

○

○

External○○

External

○

○

Reap-

External,

Aikyo

pointment

Independent

Reap-

External,

pointment

Independent

KazukoReap-

External,

Shiraishi

pointment

Independent

Kazuhisa

Reap-

External,

Nishigaipointment

Independent

Audit & Supervisory Board
Members

MasatoReap-

External,

Kobayashi

pointment

Independent

Yoshihiro

Current

Takamura

position

Yoshihiro

Current

External,

Kato

positionIndependentToshihikoCurrent

External,

FujitapositionIndependent

MasaakiCurrent

External,

positionIndependent

Amma

Legal andcompliance○

Shigenobu

Hiroko Noda

Corporate International
management experience

Finance,accounting,and taxation

Internal control
andgovernanceHuman
resource
management anddevelopment

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- 15 -

ESG

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Operations Report (from January 1, 2022 to December 31, 2022)
Overview and Results of Operations
During 2022 the Japanese economy showed signs of recovery in personal consumption andcorporate earnings, among others, as economic and social activities gradually returned to normal
while the impact of COVID-19 continued. However, the outlook remained uncertain mainly due
to the rapid depreciation of yen and rising prices. The global economy was also on a recovery
trend since economic and social activities in general gradually returned to normal with countries
easing their restrictive policies on COVID-19; however, the impact of Russia’s invasion of
Ukraine, among other factors, caused resource and raw material prices to soar and inflation toaccelerate sharply.
WTI oil prices rose temporarily to the lower US$120 a barrel in expectation of further supply
shortages triggered by the introduction of EU embargo on Russian crude oil. At the end of 2022,
however, the market closed at a level of US$70 per barrel as a result of the growing prospect of
declining energy demand due to a downturn in the Chinese economy and fears of an economic
slowdown caused by monetary tightening in major industrialized countries. Given thesecircumstances, maintaining a stable energy supply while concurrently embracing the trend toward
decarbonization remains a critical issue, and thus the Group expects the oil companies to maintaindeep-sea oil field development projects for the foreseeable future. In addition, for floating
offshore oil and gas production facilities steady demand is expected to continue especially in
FPSOs for ultra-deepwater large-scale projects where the Group has a competitive advantage.
However, the business environment surrounding the Group is undergoing significant
changes including decarbonization, the further progress and more widely used renewable energy,
and the evolution of digital technologies. The Group will firmly take into account these changes
in the business environment. While securing profits from existing businesses, the Group will
steadily develop new sources of earnings for the future such as floating offshore wind turbines,
development of eco-friendly FPSOs and digital solutions businesses.
Under these circumstances, for the consolidated operating results in 2022, orders amounted
to US$1,462,207 thousand (down 49.6% from the previous year) due to variation orders in FPSO
construction projects and other factors. Revenue was US$2,739,762 thousand (down 29.7% fromthe previous year) due to progress in the construction of FPSOs.
In terms of profit, operating profit was US$75,330 thousand (operating loss of US$317,552
thousand in previous year). This is attributable to the progress of some construction projects withrelatively higher profitability and an increase in the revenue of the charter business despite factorsthat lowered profit including cost overrun in some construction projects affected by the lingering
effect of COVID-19 and additional repair costs incurred for FPSOs operating in Brazil.
In addition, foreign exchange loss due to higher US dollars and the recognition of loss
allowance for expected credit loss for additional loans to an associate company that owns an
FPSO and other factors resulted in increase in finance costs. As a result, profit before tax for 2022
amounted to US$54,835 thousand (loss before tax of US$344,300 thousand in previous year).
Profit attributable to owners of parent for the year was US$37,377 thousand (loss attributable toowners of parent of US$363,975 thousand in previous year).
Although the Group has secured net profit for the year, the Group has not built up sufficientinternal reserves. Accordingly, we deeply regret to inform you that we do not make any year-end
dividend distribution.
We sincerely apologize to our shareholders, and we are striving to resume dividend
distribution as soon as possible. We will ask your continued support.

- 16 -

Financial Statements

Consolidated Statement of Financial Position(December 31, 2022)(Thousands of US dollars)

Description

AmountDescription

AmountAssets3,136,213

Liabilities

2,295,092

Total current assets

1,407,147

Total current liabilities

1,764,443

Cash and cash equivalents

492,625

Trade and other payables

921,708

Trade and other receivables

478,083

Contract liabilities

499,383

Contract assets

257,328

Borrowings

19,084

Other financial assets

37,288

Income taxes payable

38,389Other current assets

141,820

Provisions

109,704

Other financial liabilities

99,219Other current liabilities

76,954

Total non-current assets

1,729,066

Property and equipment

64,314

Intangible assets
Investments accounted for using equity
methodLoans receivable

70,213

Total non-current liabilities

530,649

1,114,066

Bonds and borrowings

374,293

365,032

Deferred tax liabilities

1,283

Other financial assets

13,603

Defined benefit liability

43,959Deferred tax assets

65,016

Provisions

56,675

Other non-current assets

36,819Other financial liabilities

37,127

Other non-current liabilities

17,310EquityTotal assets

3,136,213

Common stock

282,292

Capital surplus

280,686

Retained earnings

131,004

Treasury shares(1,092)Other components of equity

118,748

Equity attributable to owners of parent

811,640

Non-controlling interests

29,481

Total liabilities and equity

3,136,213(Note) The figures are rounded down to the nearest thousand US dollars.

- 17 -

841,121

Consolidated Statement of Income(For the year ended December 31, 2022)(Thousands of US dollars)
Description

AmountRevenue

2,739,762

Cost of sales(2,671,503)
68,259Gross profit
Selling, general and administrative expenses(153,101)

Equity in earnings of unconsolidated subsidiaries and affiliates

126,845

Other income

33,384

Other expenses(57)
75,330Operating profit
Finance income

64,389Finance costs(84,884)

Profit before tax

54,835

Income tax expense(13,691)

Profit41,143

Profit attributable to
Owners of parent

37,377

Non-controlling interests

3,766

Profit41,143

Earnings per share
Basic earnings per share (US dollars)

0.66

Diluted earnings per share (US dollars)

0.66- 18 -

Non-Consolidated Balance Sheet(December 31, 2022)(Millions of Japanese yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
137,901

Current liabilities

167,551

Cash and time deposits

19,476

Accounts payable - trade78,605

Accounts receivable - trade45,145Current portion of long-term loans payable

2,524

Contract assets

31,663

Lease obligations

Advance payments – trade

13,223

Accounts payable – other

1,638

729

Accrued expenses

2,832

Short-term loans receivable

4,334

Contract liabilities

48,175

Accounts receivable - other

19,408Deposits received

165

Accrued income

5,070

CMS deposits received

Other current assets

1,063

Accrued employees' bonuses

Less - allowance for bad debts(2,214)

Provision for loss on order received

Prepaid expenses

Other current liabilities
Non-current assets

29,65558
3,829
50

Non-current liabilities

52,24581

Bonds payable

29,859Buildings

44

Long-term loans payable

20,361Tools, furniture and fixtures

6

Lease obligations

17

Leased assets

30

Provision for retirement benefits

838

Other provisions

89

Deferred tax liabilities

992

Other non-current liabilities

86

Property and equipment

103,427

16

Intangible assets

1,893

Software

54

Other

1,839

Total liabilities

219,796(Net assets)
Investments and other assets
Investment securities
Investment in subsidiaries and affiliates
Long-term loans receivable fromunconsolidated subsidiaries and affiliatedcompanies
Less - allowance for bad debts
Other investments

101,451

Shareholders’ equity

21,5320Common stock

30,122

94,144

Capital surplus

30,852

18,325(12,516)

Legal capital surplus
Retained earnings

1,498

241,328- 19 -(39,323)

Legal retained earnings

68

Other retained earnings(39,392)

Retained earnings brought forward(39,392)

Less - treasury stock at cost
Total assets

30,852(119)

Total net assets

21,532

Total liabilities and net assets

241,328

Non-Consolidated Statement of Income(For the year ended December 31, 2022)(Millions of Japanese yen)
Description

AmountSales

269,663

Cost of sales

263,684

Gross profit

5,978

Selling general and administrative expenses

8,725(2,747)

Operating loss
Non-operating income
Guarantee commission received

194Interest and dividend income

45,184

Other

2,746

48,126

Non-operating expenses
Interest expense

5,229

Foreign exchange losses

9,561

Other

1,395

Ordinary profit

16,18629,192Extraordinary losses
Loss on valuation of shares of subsidiaries and associates

19,767

Provision of allowance for doubtful accounts

4,252

Profit before income taxes

24,0205,171

Income taxes - current

4

Income taxes - deferred

54

Profit5,112- 20 -