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: June 8, 2023
Date of Release: June 15, 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 OFTHE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be advised that the Extraordinary 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 ofShareholders 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 TSE Listed CompanySearch 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 ofShareholders.
The Tokyo Stock Exchange’s website (TSE 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 or inwriting. The details of the proposal are as shown on the Reference Documents for the General
Meeting of Shareholders attached to the Notice of Convocation of the Extraordinary General Meetingof Shareholders on the Company’s website. Please review the documents and exercise your voting
rights by 5:40 p.m. on Thursday, June 29, 2023 by referring to the guidance (available in Japaneseonly) provided later in this Notice of Convocation.
1. Date and Time:
2. Place:Friday, June 30, 2023, at 10:00 a.m.
(The reception desk opens at 9:00 a.m.)
Nihonbashi Maruzen Tokyu Building 4F, The Company Meeting Rooms A/B/C
2-3, Nihonbashi 2-chome Chuo-ku, Tokyo (Please note that the venue differs fromthat of the previous Annual General Meeting of Shareholders.)

3. Matters to be resolved:

Proposal:

Election of Two Directors-1--------------------------------------------------------------------------------------------------------------------------------

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.
3. In case of circumstances requiring revisions to the matters to be provided electronically,matters prior to the revisions and following the revisions will be posted on each of thedesignated websites.
* Please note that no commemorative gift will be provided to shareholders attending the meeting.
We would appreciate your kind understanding.

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.
Notes:・ 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 onthe 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 ofShareholders
Proposals and References
Proposal:

Election of Two Directors

In order to strengthen the management system and improve corporate value, the election of two
Directors is proposed, including one new External Director. The terms of office of newly elected
Directors will be until the conclusion of the next General Meeting of Shareholders, in accordancewith the Company’s Articles of Incorporation.
The candidates for Directors are as stated below.

No.

Name(Date of birth)

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

Number ofshares of theCompany held

April 1987
April 2012

1

Joined Mitsui & Co., Ltd.
General Manager of Electric Power Business Development
Division, Infrastructure Projects Business Unit, Mitsui & Co.,
Ltd.
General Manager of Infrastructure Business Development
October 2015
Division, Infrastructure Projects Business Unit, Mitsui & Co.,Ltd.
SVP & CAO, Mitsui & Co. (U.S.A.), Inc. (in New York)
January 2016
Executive Officer, General Manager of Business Management
April 2017
Division, Mitsui & Co., Ltd.
Executive Managing Officer, Mitsui & Co., Ltd.
April 2020
Chief Operating Officer of Europe, Middle East, and Africa
Unit, Mitsui & Co., Ltd. and President, Mitsui & Co. Europe
PLC (in London)
April 2021
Executive Managing Officer, Mitsui & Co., Ltd.
Hirohiko Miyata
Chief Representative of Europe, and President, Mitsui & Co.
(November 17, 1962)
Europe PLC (in London)
April 2022
Senior Executive Managing Officer, Mitsui & Co., Ltd.
New appointment
Chief Representative of Europe, CSO of Europe Block, CSO of
Middle East and Africa Block, and President & CSO, Mitsui &Co. Europe PLC (in London)
August 2022
Senior Executive Managing Officer, Mitsui & Co., Ltd.
Chief Representative of Europe, and President, Mitsui & Co.
Europe PLC (in London)
April 2023
Advisor, Mitsui & Co., Ltd.
June 2023
Executive Vice President, Assistant to President of the Company(current position)
Reasons for selection as a Director candidate
Mr. Hirohiko Miyata has been newly selected as a candidate for Director, as he has acquired
abundant international experience and experience as a member of the management at a major
general trading company, which are expected to be leveraged in decision-making and thesupervision of business execution by the Board of Directors.

-3-0

No.

Name(Date of birth)

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

Number ofshares of theCompany heldApril 1991
June 2012

Yasuchika Noma(June 27, 1968)
2New appointment
External Director

Joined Mitsui O.S.K. Lines, Ltd.
Group Leader of Growth Strategy, Corporate Planning Division
and Group Manager of Offshore Projects, LNG Carrier Division,Mitsui O.S.K. Lines, Ltd.
June 2013
General Manager of Offshore Project Office, LNG CarrierDivision, Mitsui O.S.K. Lines, Ltd.
June 2014
Group Leader of Offshore Unit 1, LNG Project Division, Mitsui
O.S.K. Lines, Ltd.
April 2017
Group Leader of Offshore Unit 1, Offshore Project Division,Mitsui O.S.K. Lines, Ltd.
August 2017
Deputy General Manager of Offshore Project Division, Mitsui
O.S.K. Lines, Ltd.
October 2017
Deputy General Manager of Offshore Project Division andGroup Leader of Offshore Power Generation, Offshore Project
0Division, Mitsui O.S.K. Lines, Ltd.
April 2018
Associate General Manager of Offshore Project Division andGroup Leader of Offshore Power Generation, Offshore Project
Division, Mitsui O.S.K. Lines, Ltd.
July 2018
Associate General Manager of Offshore Project Division, Mitsui
O.S.K. Lines, Ltd.
April 2020
General Manager of Offshore Project Division, Mitsui O.S.K.
Lines, Ltd.
April 2022
Executive Officer, Mitsui O.S.K. Lines, Ltd. (current position)
April 2023
Deputy Director General, Headquarters of Energy Business,
Responsible for Offshore Technical Division, Integrated Tanker& Offshore Projects – Offshore Unit, Mitsui O.S.K. Lines, Ltd.
(current position)
Reasons for selection as an External Director candidate and expected roles.
Mr. Yasuchika Noma has been newly selected as a candidate for Director, as he is judged to becapable of advising the overall management of the Company, based on his abundant knowledge,
experience and managerial capability primarily in the offshore business field, cultivated through hisservice at a major shipping company, as well as his extensive work experience in the field ofinternational business.

(Notes) 1. The candidates for Directors have no special interest in the Company.
2. With respect to liability limitation contract with the Directors (excluding those serving as Executive Directors,etc.), the Company has entered into contracts with each of the External Directors to limit their liability fordamages 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 thisProposal is approved, the Company intends to newly enter into a contract of the same content with Mr.
Yasuchika Noma.
3. The Company has entered into an officers’ liability insurance contract to indemnify all of the Company’sDirectors, the insured under the contract, for any damages they may incur as a result of being held liable for theexecution 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.
4. The numbers of shares of the Company held by the candidates are as of May 13, 2023.
End-4-(Reference) Skill matrix [Directors and Audit & Supervisory Board Members of the Company after
the extraordinary shareholders’ meeting (planned)]
Name

Current
position /New
appointment

TakeshiCurrent

Kanamori

position

HirohikoNew

Miyataappointment

Yasuhiro

Current

Takanoposition

KoichiCurrent

Watanabeposition

Knowledge and experience possessed by the officers
External /Independent

Directors○○

○

○

○

○

○

○

External○○

External○○

External○○

Current

Yasuchika

New

Noma

appointment

Shigenobu

Current

External,

Aikyo

positionIndependent

Current

External,

positionIndependentKazuko

Current

External,

Shiraishi

positionIndependent

Kazuhisa

Current

External,

Nishigai

positionIndependent

MasatoCurrent

External,

Kobayashi

positionIndependent

Audit & Supervisory Board
Members

Current
positionInternal controlandgovernance○position

Yoshihiro

Finance,accounting,and taxation○

KoichiTakamura

Legal andcompliance○

WakanaHiroko Noda

Corporate International
management experience

Yoshihiro

Current

External,

Kato

positionIndependentToshihikoCurrent

External,

FujitapositionIndependent

MasaakiCurrent

External,

Amma

positionIndependent

○
○

○

○

Humanresource
managementanddevelopment

○○
○

○○

○○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

-5-ESG○○○[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
Internationalcompanies, 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 financialFinance, 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 newESG
business initiatives to ensure that we do not fail to keep up with the decarbonization
trends in the future.

-6-