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)
Commencement of Electronic Provision: February 29, 2024
Date of Release: March 8, 2024
To Our Shareholders with Voting Rights:
Takeshi Kanamori
President and Chief Executive Officer
MODEC, INC.
3-10, Nihonbashi 2-chome Chuo-ku, TokyoTH

THE 38NOTICE OF CONVOCATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Please be advised that the 38th 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 the Internet
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 (TSE’s) website.
Please access the URL and follow the steps below to review the information.
The Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please visit the TSE website from the address above, enter “MODEC” in the “Issue name (company name)”field, or our securities code “6269” in the “Code” field, and click on “Search” to see the search results . Then
select “Basic information” and “Documents for public inspection/PR information” in this order to view the
information on the [Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting] in the “Field information available for public inspection” section.
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or inwriting. 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 38th Annual General Meeting of Shareholders on
the Company’s website. Please review the documents and exercise your voting rights by 5:40 p.m. on Tuesday,
March 26, 2024 by referring to the “Guide to Exercising Voting Rights Prior to the Meeting” (available inJapanese only) provided later in this Notice of Convocation.
1. Date and Time:
2. Place:

Wednesday, March 27, 2024, 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 38th Term (from January 1, 2023 to
December 31, 2023)
2. Non-consolidated Financial Statements for the 38th Term (from January 1, 2023
to December 31, 2023)
Matters to be resolved:-1-

Appropriation of Surplus
Partial Amendments to the Articles of Incorporation
Election of Nine Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
Election of Four Directors who are Audit and Supervisory Committee Members
Proposal 4:
Revision of Remuneration for Directors (Excluding Directors who are Audit andProposal 5:
Supervisory Committee Members)
Determination of the Maximum Amount of Renumeration for Directors who are
Proposal 6:
Audit and Supervisory Committee Members
4. 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 the provisions 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 those shareholders who have requested printed documents. Accordingly, the items includedin the Documents are part of the Operations Report, Consolidated Financial Statements, and Nonconsolidated 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 thesystems(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
Proposal 1:
Proposal 2:
Proposal 3:

In case of circumstances requiring revisions to the matters to be provided electronically, the original andrevised versions of the matters will be posted to that effect on the websites of 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.
--------------------------------------------------------------------------------------------------------------------------------

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.

-2-

・
・

・
・
・

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. In another case when a voting right is exercised multiple times via theInternet, the last vote entered 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.

-3-Reference Documents for the General Meeting of
Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The distribution of stable and consecutive dividends to shareholders while retaining an appropriate amountof internal reserve required for future business development and reinforcement of management base is theCompany’s basic policy on distribution of profits.
Based on this policy, as well as in light of the Company’s performance for this fiscal year, future businessdevelopment and reinforcement of management base, an ordinary dividend for this fiscal year is proposed to be¥20 per share.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥20 per share of common stock of the Company
Total amount of dividends: ¥1, 366,886,200(3) Effective date of dividends from surplus
March 28, 2024

-4-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments.
The Company intends to transition to a company with an audit and supervisory committee with the aimof enhancing its corporate governance framework. For this purpose, it will make necessary changes to the
Articles of Incorporation, which include establishment of the necessary provisions concerning Audit andSupervisory Committee Members and the Audit and Supervisory Committee, deletion of the provisions
concerning Corporate Auditors and the Audit & Supervisory Board, changes to the number of Directors, andestablishment of new provisions concerning delegation of decisions on the execution of important businessmatters, as well as reorganization of wording including deletion of articles.
The resolution of this proposal will take effect at the conclusion of this General Meeting of Shareholders.
2. Details of the amendments
The details of the amendments are as follows(Parts to amend are underlined.)

Current Articles of Incorporation
Chapter 1 General Provisions
Articles 1 to 3
(Omitted)
Article 4: Governing Bodies
The Company shall have the following governing bodies
in addition to the general meeting of shareholders anddirectors:(1) Board of Directors(2) Statutory auditors(3) Board of Statutory Auditors(4) Accounting auditor
Articles 5 to 19(Omitted)

Proposed changes
Chapter 1 General Provisions
Articles 1 to 3 (Same as at present)
Article 4: Governing Bodies
The Company shall have the following governing bodies
in addition to the general meeting of shareholders anddirectors:(1) Board of Directors（Deleted）(2) Audit and Supervisory Committee(3) Accounting auditor
Articles 5 to 19(Same as at present)

Chapter 4 Directors and the Board of Directors
Article 20: Method of Election
1.
Directors shall be elected at the general meeting ofshareholders.

Chapter 4 Directors and the Board of Directors
Article 20: Method of Election
1.
Directors shall be elected by resolution of thegeneral meeting of shareholders, distinguishing
between directors who are members of the Audit
and Supervisory Committee and directors who arenot.
2.
(Same as at present)
3.
(Same as at present)
Article 21: Term of Office1.
The term of office of directors (excluding directors
who are members of the Audit and Supervisory
Committee) shall expire at the close of the ordinary
general meeting of shareholders relating to the final
business year that ends within one (1) year after
their election.
2.
The term of office of directors who are members of
the Audit and Supervisory Committee shall expire
at the close of the ordinary general meeting ofshareholders relating to the final business year that
ends within two (2) years after their election.
3.
The term of office of a director who is a member ofthe Audit and Supervisory Committee elected to filla vacancy for a director who is a member of the
Audit and Supervisory Committee retiring before
the expiration of his/her term of office shall expire
at the end of the term of office of the said retiring
director.
4.
The effective period of a resolution to elect a
director who is a substitute member of the Audit and2.
(Omitted)
3.
(Omitted)
Article 21: Term of Office
The term of office of directors shall expire at the close of
the ordinary general meeting of shareholders relating to
the final business year that ends within one (1) year after
their election.
(Newly established)(Newly established)(Newly established)-5-

Current Articles of Incorporation

Article 22: Representative Directors and Directors in
Executive Positions
1.
The Board of Directors shall appoint representative
directors by its resolution.
2.

The Board of Directors shall appoint one president
by its resolution.

3.

The Board of Directors may, by its resolution,
appoint one chairperson, and several vicepresidents, senior managing directors andmanaging directors.

Article 23 (Omitted)
Article 24: Notice to Convene a Meeting of the Board of
Directors
1.
A notice to convene a meeting of the Board of
Directors shall be dispatched to each director andeach statutory auditor not later than three (3) days
prior to the date of the meeting; provided, however,that the above period may be shortened in urgent
cases.
2.
A meeting of the Board of Directors may be held
without the convocation procedures if unanimous
consent is obtained from the directors and statutory
auditors.
Article 25 (Omitted)(Newly established)

Article 26: Minutes of the Board of Directors
The substance of proceedings and results at the Board of
Directors and other matters provided for in laws andregulations shall be entered in the minutes. Attending
directors and statutory auditors shall affix their respective
names and seals to the minutes.
Article 27 (Omitted)
Article 28: Remunerations
Any remuneration, bonuses and other property benefits tobe received from the Company as consideration for the
execution of duties (hereinafter referred to as“Remunerations”) of directors shall be determined byresolution of the general meeting of shareholders.
Article 29: (Omitted)
Chapter 5 Statutory Auditors and the Board of Statutory
Auditors
Article 30: Number of Statutory Auditors

Proposed changes
Supervisory Committee shall expire at thecommencement of the ordinary general meeting ofshareholders relating to the final business year that
ends within two (2) years after his/her election.
Article 22: Representative Directors and Directors in
Executive Positions
1.
The Board of Directors shall, by its resolution,
appoint representative directors from among thedirectors (excluding directors who are members of
the Audit and Supervisory Committee).
2.
The Board of Directors shall, by its resolution,
appoint one president from among the directors(excluding directors who are members of the Audit
and Supervisory Committee).
3.
The Board of Directors may, by its resolution,
appoint one chairperson, and several vicepresidents, senior managing directors and managing
directors from among the directors (excluding
directors who are members of the Audit andSupervisory Committee).
Article 23: (Same as at present)
Article 24: Notice to Convene a Meeting of the Board of
Directors
1.
A notice to convene a meeting of the Board of
Directors shall be dispatched to each director notlater than three (3) days prior to the date of themeeting; provided, however, that the above period
may be shortened in urgent cases.
2.

A meeting of the Board of Directors may be held
without the convocation procedures if unanimous
consent is obtained from the directors.

Article 25 (Same as at present)
Article 26: Delegation of Decisions on the Execution ofImportant Business Matters
Pursuant to Article 399-13, Paragraph 6 of the Companies
Act, the Company may, by resolution of the Board of
Directors, delegate to a director all or part of the decisions
on the execution of important business matters (excluding
those matters listed in Paragraph 5 of the same Article).
(Deleted)

Article 27 (Same as at present)(Deleted)

Article 28: (Same as at present)
Chapter 5 Audit and Supervisory Committee-6-Current Articles of Incorporation
Proposed changes
The Company shall have four (4) or fewer statutory(Deleted)
auditors.
Article 31: Method of Election
1.
Statutory auditors shall be elected at the general(Deleted)
meeting of shareholders.
2.
Resolutions for the election of statutory auditors
shall be adopted by a majority of the voting rights
represented by the attending shareholders who holdat least one third (1/3) of the voting rights of theshareholders entitled to exercise voting rights.
3.
Pursuant to the provisions of Article 329,
Paragraph 3 of the Companies Act, the Company
may elect Substitute Corporate Auditors at a
General Meeting of Shareholders to prepare for acontingency in which the number of Corporate
Auditors falls short of such number stipulated bylaws and regulations.
4.
The effective term of the resolution for election ofa Substitute Corporate Auditor under the preceding
paragraph shall expire at the beginning of theAnnual General Meeting of Shareholders relating
to the last fiscal year ending within four (4) years
from such resolution.
Article 32: Term of Office1.
The term of office of statutory auditors shall expire(Deleted)at the close of the ordinary general meeting ofshareholders relating to the final business year that
ends within four (4) years after their election.
2.
The term of office of statutory auditors elected tofill vacancies of office of statutory auditors who
resigned during their term of office shall expire at
the expiration of the term of office of theirrespective predecessors.
However, in case that a Substitute Corporate
Auditor elected under Paragraph 3 of the preceding
Article assumes the office of Corporate Auditor,
his/her term of office shall not exceed theconclusion of an Annual General Meeting of
Shareholders relating to the last fiscal year ending
within four (4) years from such election as a
Substitute Corporate Auditor.
Article 33: Full-Time Statutory Auditors
Article 29: Full-time Audit and Supervisory Committee
Members
The Board of Statutory Auditors shall, by its resolution, The Audit and Supervisory Committee may, by its
elect full-time statutory auditors.
resolution, elect full-time Audit and Supervisory
Committee members.
Article 34: Notice to Convene a Meeting of the Board of Article 30: Notice to Convene a Meeting of the Audit andStatutory Auditors
Supervisory Committee
1.
A notice to convene a meeting of the Board of 1.
A notice to convene a meeting of the Audit andStatutory Auditors shall be dispatched to eachSupervisory Committee shall be dispatched to eachstatutory auditor not later than three (3) days priormember of the Audit and Supervisory Committee
to the date of the meeting; provided, however, that
not later than three (3) days prior to the date of thethe above period may be shortened in urgent cases.
meeting; provided, however, that the above period
may be shortened in urgent cases.
2.
A meeting of the Board of Statutory Auditors may 2.
A meeting of the Audit and Supervisory Committee
be held without the convocation procedures if
may be held without the convocation procedures if
unanimous consent is obtained from the statutory
unanimous consent is obtained from the members
auditors.
of the Audit and Supervisory Committee.

-7-Current Articles of Incorporation
Article 35: Method of Adopting Resolutions of the Boardof Statutory Auditors
Resolutions of the Board of Statutory Auditors shall be
adopted by a majority of the statutory auditors unlessotherwise stipulated in laws or regulations.

Article 36: Minutes of the Board of Statutory Auditors
The substance of proceedings and results at the Board of
Statutory Auditors and other matters provided for in laws
and regulations shall be entered in the minutes. Attending
statutory auditors shall affix their respective names andseals to the minutes.
Article 37: Regulations on the Board of Statutory Auditors
Matters relating to the Board of Statutory Auditors shall begoverned in accordance with applicable laws, regulations
and these Articles of Incorporation as well as theRegulations on the Board of Statutory Auditors establishedby the Board of Statutory Auditors.
Article 38: Remunerations
The Remunerations for statutory auditors shall be
determined by resolution of the general meeting ofshareholders.
Article 39: Exemption of Statutory Auditors from Liability
1.
Pursuant to the provisions in Paragraph 1, Article
426 of the Corporation Law, the Company may, byresolution of the Board of Directors, exempt any
statutory auditor (including a former statutory
auditor) from liability for damages arising from a
failure to perform duties to the extent provided inlaws or regulations.
2.
Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into a contract with each of the Corporate
Auditors to the effect that any liability for damagesof such a Corporate Auditor arising fromnegligence in the performance of his/her duties
shall be limited to the amount set by laws andregulations.
Chapter 6 Accounts
Articles 40 to 43: (Omitted)(Newly established)

Proposed changes
Article 31: Method of Adopting Resolutions of the Audit
and Supervisory Committee
Resolutions of the Audit and Supervisory Committee shallbe adopted with the presence of a majority of the Audit andSupervisory Committee members entitled to participate invoting and by the affirmative vote of a majority of the
Audit and Supervisory Committee members present,
unless otherwise stipulated in laws or regulations.
(Deleted)

Article 32: Regulations on the Audit and Supervisory
Committee
Matters relating to the Audit and Supervisory Committee
shall be governed in accordance with applicable laws,
regulations and these Articles of Incorporation as well as
the Regulations on the Audit and Supervisory Committee
established by the Audit and Supervisory Committee.
(Deleted)(Deleted)

Articles 33 to 36

Chapter 6 Accounts(Same as at present)

Supplementary Provisions
Article 1: Transitional Measures Regarding Exemption
from Liability of Statutory Auditors
1.
The Company may, by resolution of the Board of
Directors, exempt statutory auditors (including
former statutory auditors) from liability fordamages as provided in Article 423, Paragraph 1 of
the Companies Act in relation to acts committed
prior to the close of the 38th Ordinary General
Meeting of Shareholders to the extent permitted bylaw.
2.
With respect to any agreement concluded to limit
liability for damages under Article 423, Paragraph 1-8-

Current Articles of Incorporation

Proposed changesof the Companies Act in relation to the acts ofstatutory auditors (including former statutory
auditors) committed prior to the close of the 38th
Ordinary General Meeting of Shareholders, theprovisions of Article 39, Paragraph 2 of the Articles
of Incorporation prior to amendment byresolution of the said Ordinary General Meeting of
Shareholders shall apply.

-9-

Proposal 3: Election of Nine Directors (Excluding Directors who are Audit and Supervisory Committee
Members)
The Company will transition to a company with an audit and supervisory committee, subject to the approvalof Proposal 2 “Partial Amendments to the Articles of Incorporation.”
The terms of office of all the incumbent eleven Directors will expire at the conclusion of this General
Meeting of Shareholders pursuant to the provision of Article 21 of the Articles of Incorporation and upon the
Company’s transition to a company with an audit and supervisory committee.
Accordingly, the election of nine Directors (excluding Directors who are Audit and Supervisory Committee
Members, the same shall apply hereinafter in this proposal) is proposed. The resolution of this proposal shallbecome effective on the condition that the amendments to the Articles of Incorporation in Proposal 2 “Partial
Amendments to the Articles of Incorporation” take effect.
The candidates are as stated below.
No.

Years ofCurrent positions at service
the Company
asDirector
Representative
Director,
6
President andyears
Chief Executive
Officer
Director, Executive
9monthsVice President
Director, Senior
Executive
2
yearsManaging Officer,
CFO

Name

1

Takeshi Kanamori

Reappointment

2

Hirohiko Miyata

Reappointment

3

Yasuhiro Takano

Reappointment

4

Koichi Watanabe

Reappointment

External Director

Director

5

Koichi Wakana

Reappointment

External Director

Director

6

Yasuchika Noma

Reappointment

External Director

Director

7

Kazuko Shiraishi

Reappointment

8

Kazuhisa Nishigai

Reappointment

9

Masato Kobayashi

Reappointment

External Director
Independent Director

External Director
Independent Director

External Director
Independent Director

External Director,
Chairperson ofNominating andRemuneration
Committee
External Director,
Nominating andRemuneration
Committee Member
External Director,
Nominating andRemuneration
Committee Member

Attendance of theBoard of Directors
meetings in FY2023

19 / 19 (100%)

8 / 8 (100%)
19 / 19 (100%)

1
year
2
years
9
months

14 / 15 (93%)

5
years

17 / 19 (89%)

4
years

19 / 19 (100%)

3
years

19 / 19 (100%)

18 / 19 (94%)
8 / 8 (100%)* The current positions at the Company are as of the date of dispatch of this Notice of Convocation of the Annual General Meetingof Shareholders.
* Chairperson of the Nominating and Remuneration Committee shall be elected from among independent external directors bymutual vote of the members.
* Years of service as Director are as the conclusion of this General Meeting of Shareholders.

- 10 -

No.

Name(Date of birth)

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

1

Takeshi Kanamori(September 7, 1956)
Reappointment

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
General Manager of First Plant Projects Division, Infrastructure
Projects Business Unit, Mitsui & Co., Ltd.
August 2007
General Manager of Second Projects Development Division,
Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
October 2009
Operating Officer of Infrastructure Projects Business Unit,
Mitsui & Co., Ltd.
March 2010
Chairman & Managing Director, Mitsui & Co. (Shanghai) Ltd.
April 2011
Managing Officer, Mitsui & Co., Ltd.
Deputy Chief Representative, Mitsui & Co., Ltd. in China andChairman & Managing Director, Mitsui & Co. (Shanghai) Ltd.
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
17,800Infrastructure Projects Business Unit, Mitsui & Co., Ltd.
April 2016
Senior Executive Managing Officer, Mitsui & Co., Ltd.
Chief Representative, Mitsui & Co., Ltd. in China and Chairman& Managing Director, Mitsui & Co., Ltd. in China
March 2018
Director, Executive Vice President, Assistant to President of theCompany
July 2018
CCO (Chief Compliance Officer), in charge of Legal
Department and Compliance Group of the Company
March 2019
CCO (Chief Compliance Officer), in charge of ComplianceGroup of the Company
April 2020
CCO (Chief Compliance Officer), in charge of Legal
Department and Compliance Group of the Company
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 andsupervised the overall business execution of the Company, which are expected to be leveraged indecision-making and the supervision of business execution by the Board of Directors.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1987
April 2012

2

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
General Manager of Electric Power Business Development
Division, Infrastructure Projects Business Unit, Mitsui & Co.,
Ltd.
October 2015
General Manager of Infrastructure Business Development
Division, Infrastructure Projects Business Unit, Mitsui & Co.,Ltd.
January 2016
SVP & CAO, Mitsui & Co. (U.S.A.), Inc. (in New York)
April 2017
Executive Officer, General Manager of Business Management
Division, Mitsui & Co., Ltd.
April 2020
Executive Managing Officer, Mitsui & Co., Ltd.
Chief Operating Officer of Europe, Middle East, and Africa
Unit, Mitsui & Co., Ltd. and President, Mitsui & Co. Europe
PLC (in London)
600
April 2021
Executive Managing Officer, Mitsui & Co., Ltd.
Chief Representative of Europe, and President, Mitsui & Co.
Hirohiko Miyata
Europe PLC (in London)(November 17, 1962)
April 2022
Senior Executive Managing Officer, Mitsui & Co., Ltd.
Chief Representative of Europe, CSO of Europe Block, CSO
Reappointmentof 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 theCompany
June 2023
Director, Executive Vice President, Assistant to President of
the Company (current position)
Reasons for selection as a Director candidate
Mr. Hirohiko Miyata has been successively 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 and supervised the overall business execution of the Company, which are expected
to be leveraged in decision-making and the supervision of business execution by the Board of
Directors.

- 12 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1980

3

4

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
Department of the Company
April 2012
Deputy Director, General Manager of Corporate Planning &Strategies Department of the Company
5,300
April
2013
Executive Officer, General Manager of Corporate Planning &Yasuhiro Takano
Strategies Department of the Company(December 25, 1957)
April 2016
Executive Managing Officer, CFO of the Company
April 2021
Executive Managing Officer, CFO, in charge of Human
Reappointment
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
April 2023
Director, Senior Executive Managing Officer, CFO, in charge of
Accounting Department, Finance Department, and Budget andPlanning Group of the Company (current position)
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.
April 1992
Joined Mitsui Engineering & Shipbuilding Co., Ltd. (currently
MITSUI E&S Co., Ltd.)
July 2009
Seconded to MITSUI ZOSEN EUROPE LIMITED
October 2012Manager of Finance & Accounting Dept., Mitsui Engineering &Shipbuilding Co., Ltd.
June 2017
General Manager of Accounting Dept., Tamano Works, Mitsui
Engineering & Shipbuilding Co., Ltd.
April 2018
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.
0
December 2018 Manager of Finance & Accounting Dept., Mitsui E&S Holdings
Koichi WatanabeCo., Ltd.
(July 14, 1968)
June 2019
Director (Part-time), Mitsui E&S Machinery Co., Ltd.
Reappointment

April 2021

External Director
March 2023

General Manager of Finance & Accounting Dept., Mitsui E&S
Holdings Co., Ltd.
Director, Mitsui E&S Business Service Co., Ltd.
External Director of the Company (current position)

April 2023

Executive Officer, General Manager of Finance Dept., MITSUIE&S Co., Ltd. (current position)
Significant concurrent positions
Executive Officer, MITSUI E&S Co., Ltd.
Reasons for selection as an External Director candidate and expected roles
Mr. Koichi Watanabe 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 abundant
knowledge, experience and managerial capability primarily in the finance and accounting fields,
cultivated through his service in MITSUI E&S Co., Ltd., as well as his extensive work experience inthe field of international business.

- 13 -

No.

Name(Date of birth)

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

Koichi Wakana(October 8, 1967)
5

Reappointment
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
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)
Significant concurrent positions
Managing Officer, Mitsui & Co., Ltd.
Director, Mitsui & Co. Plant Systems, Ltd.
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.

- 14 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1991
June 2012

Yasuchika Noma
(June 27, 1968)
6

Reappointment
External Director

Number ofshares of theCompany held

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 Carrier
Division, 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 Project0
Division, 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)
June 2023
External Director of the Company (current position)
Significant concurrent positions
Executive Officer, Mitsui O.S.K. Lines, Ltd.
Reasons for selection as an External Director candidate and expected roles.
Mr. Yasuchika Noma has been successively selected as a candidate for Director, as he is judged tobe capable 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.

- 15 -

No.

Name(Date of birth)

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

7

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)
June 2016
Ambassador (in charge of Arctic Affairs), Ministry of Foreign
Affairs
Kazuko Shiraishi
October 2016
Conciliation Commissioner, Tokyo Family Court (current(August 18, 1951)
position)
June 2017
Term of office of Ambassador, Ministry of Foreign Affairs
Reappointment
expiredExternal Director
December 2017
Special Envoy for EXPO 2025 OSAKA, KANSAI, JAPAN
Independent Director June 2018
External Director (Audit and Supervisory Committee Member),
SCSK Corporation (current position)
March 2019
External Director of the Company (current position)
Significant concurrent positions
External Director (Audit and Supervisory Committee Member), SCSK Corporation
Reasons for selection as an External Director candidate and expected roles
Ms. Kazuko Shiraishi has been supervising and providing advice on the overall management of theCompany from an objective standpoint, based on her extensive knowledge and wealth of experience
in international affairs she gained through her career at government and public offices. Although she
has not been involved in the management of a company in any way other than serving as an external
director in the past, the Company believes that she will continue to be able to appropriately perform
her duties as an External Director, and she has been successively selected as a candidate for External
Director. She satisfies the Criteria for the Independence of External Directors established by theCompany.

- 16 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1975

8

9

Joined Bridgestone Tire Co., Ltd (currently Bridgestone
Corporation)
April 2004
Director, Process Engineering Development Division,
Bridgestone Corporation
January 2005
Vice President and Officer, Bridgestone Corporation
October 2007
Vice President and Senior Officer, Bridgestone Corporation
March 2008
Member of the Board, Vice President and Senior Officer,
Bridgestone Corporation
March 2010
Representative Board Member, Senior Vice President,
Bridgestone Corporation
0
March 2012
Representative Board Member and COO, Bridgestone
Corporation
Kazuhisa Nishigai
March 2016
Member of the Board, COO and Representative Executive(July 29, 1950)
Officer, Bridgestone Corporation
January 2019
Member of the Board, Bridgestone Corporation
Reappointment
March 2019
External Advisor, Bridgestone Corporation (current position)
External Director(scheduled to retire on March 31, 2024)
External Director of the Company (current position)
Independent Director March 2020
March 2023
Outside Director, Okabe Co., Ltd. (current position)
Significant concurrent positions
External Advisor, Bridgestone Corporation (scheduled to retire on March 31, 2024)
Outside Director, Okabe Co., Ltd.
Member of the Management Council, Yamagata University
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 continue 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 ofa major listed manufacturing company, as well as wide range of business experience related to
production engineering, plant management and sales, etc. He satisfies the Criteria for the
Independence of External Directors established by the Company.
April 1986
Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined YUASA AND HARA
January 1996
Partner, YUASA and HARA
February 1997
Outside Statutory Auditor, Oracle Corporation Japan
July 1997
Founded Hirakawa, Sato & Kobayashi (currently City-Yuwa
Partners), Partner
February 2003
Partner, City-Yuwa Partners (current position)
0
January 2020
Outside Statutory Auditor, Tsukishima Kikai Co., Ltd. (currently
TSUKISHIMA HOLDINGS CO., LTD.)
June 2020
Outside Director, eBOOK Initiative Japan Co., Ltd.
Masato Kobayashi
December 2020
External Audit & Supervisory Board Member, Japan Platform of(April 5, 1960)
Industrial Transformation, Inc. (current position)
March 2021
External Director of the Company (current position)
Reappointment
Significant concurrent positions
External Director
Partner, City-Yuwa Partners
Independent Director External Audit & Supervisory Board Member, Japan Platform of Industrial Transformation, Inc.
Director, Misaki Engagement Master Fund
Director, Misaki Engagement Fund II Ltd.
Reasons for selection as an External Director candidate and expected roles
Mr. Masato Kobayashi has been advising the overall management of the Company based on a wealthof experience and professional insight on overall legal affairs as an attorney. Although he has notbeen involved in the management of a company in any way other than serving as an external director
or external auditor in the past, the Company believes that he will continue to be able to appropriately
perform his duties as an External Director, and successively selected him as a candidate for External
Director. He satisfies the Criteria for the Independence of External Directors established by theCompany.

(Notes) 1. For candidates who currently serve or had served during the past ten years as executives at MITSUI E&S Co., Ltd., Mitsui& Co., Ltd. or Mitsui O.S.K. Lines, Ltd., major shareholders of the Company, their positions and responsibilities at relevant
companies are stated in the above “Career summary, positions and responsibilities at the Company,” and “Significant
concurrent positions.”- 17 -

Other candidates for Directors have no special interest in the Company.
2. The terms of office of the current External Directors as the Company’s External Director will be five years for Ms. Kazuko
Shiraishi, four years for Mr. Kazuhisa Nishigai, three years for Mr. Masato Kobayashi, two years for Koichi Wakana, one
year for Mr. Koichi Watanabe, and nine months for Mr. Yasuchika Noma 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 Watanabe, Koichi Wakana, and Yasuchika Noma, Ms.
Kazuko Shiraishi, and Messrs. Kazuhisa Nishigai, and Masato Kobayashi to limit their liabilities for compensation ofdamages prescribed in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under thecontracts 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.
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.
5. The numbers of shares of the Company held by the candidates are as of December 31, 2023.

- 18 -

Proposal 4: Election of Four Directors who are Audit and Supervisory Committee Members
The Company will transition to a company with an audit and supervisory committee on the condition that
Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed and takes
effect.
Accordingly, the election of four Directors who are Audit and Supervisory Committee Members is proposed.
This proposal has been approved by the Audit & Supervisory Board.
The resolution of this proposal shall become effective on the condition that the amendments to the Articles
of Incorporation in Proposal 2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates are as stated below.

No.

1

Name

Yoshihiro Takamura

New appointment

New appointment

2

Hiroko Noda

External Director
Independent Director
New appointment

3

Toshihiko Fujita

External Director
Independent Director
New appointment

4

Masaaki Amma

External Director
Independent Director

Current
positions at theCompany

Years ofservice as
Audit &
Supervisory
Board
MemberAttendanceof theBoard ofDirectors
meetings
in FY2023

Full-time Audit &Supervisory
Board Member

2 years

19 / 19(100%)—

19 / 19(100%)—

External Audit &Supervisory
Board Member

3 years

19 / 19(100%)

14 / 14 (100%)External Audit &Supervisory
Board Member

3 years

19 / 19(100%)

14 / 14 (100%)

Attendance of the Audit &Supervisory Board
meetings in FY2023

14 / 14(100%)

External Director
Nominating andRemuneration
Committee
Member* The current positions at the Company are as of the date of dispatch of this Notice of Convocation of the Annual General Meetingof Shareholders.
* Years of service as Audit & Supervisory Board Member are as the conclusion of this General Meeting of Shareholders.

- 19 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1984

1

Number ofshares of theCompany held

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(Responsible for Corporate Planning and Human Resources),
General Manager of Corporate Planning Department of the Bank
June 2013
Joined the Company, Deputy Manager of Finance Department
October 2013
General Manager of Finance Department of the Company
1,022
April 2020
Deputy Director, General Manager of Finance Department of theCompany
Deputy Director, General Manager of Internal Audit Department
Yoshihiro Takamura May 2020of the Company(September 30, 1961)
April 2021
Deputy Director, General Manager of Internal Audit Department,
and General Manager of Board of Statutory Auditors’ Office of
New appointment
the Company
March 2022
Full-time Audit & Supervisory Board Member of the Company(current position)
Reasons for selection as a candidate for Director who is Audit and Supervisory Committee Member
and expected roles
Mr. Yoshihiro Takamura has abundant experience at financial institutions and excellent insightbased on his many years of service in the Company's finance and internal audit divisions, and is wellversed in the Company's business activities. He has been newly selected as a candidate for Director
who is an Audit and Supervisory Committee Member, as he is judged to be capable of performing
appropriate audit, based on his considerable level of expertise gained through his achievements andexperience as a full-time Audit & Supervisory Board Member of the Company.

- 20 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1987
August 1987
March 1990
August 1992
June 2000
July 2006
September 2007
May 2010
April 2014

2

Hiroko Noda
(July 3, 1960)

March 2019

New appointment
External Director
Independent Director

June 2021

March 2019

June 2022

Joined Minato Audit Corporation (currently KPMG AZSA LLC)
Joined Prudential Securities Incorporated
Registered as Certified Public Accountant
Representative, Noda Certified Public Accountant Office (current
position)
Joined Banque Indosuez S.A.
(currently Crédit Agricole Corporate and Investment Bank andCrédit Agricole Securities Asia BV)
Joined Canadian Bank of Commerce (Tokyo Branch, CanadianBank of Commerce, subsequently, joined Tokyo Branch, CIBC
Securities Inc.)
Joined BUSICOM Co., Ltd.
Representative Director, Prominent Consulting Co., Ltd.
Founded Probity Consulting Co., Ltd.
Representative Director, Probity Consulting Co., Ltd. (current
position)
Part-time Lecturer, Graduate School of Asian and International
Business Strategy, Asia University (current position)
External Director (Audit & Supervisory Committee Member),
Okabe Co., Ltd. (current position)
External Director of the Company (current position)

Number ofshares of theCompany held

0

Outside Director (Audit & Supervisory Committee Member),
S.T. CORPORATION (current position)
Outside Director, CHORI CO., LTD. (current position)

December 2023

Outside Audit & Supervisory Board Member, FrontierManagement Inc. (current position) (scheduled to retire on
March 27, 2024)
Significant concurrent positions
Representative Director, Probity Consulting Co., Ltd.
Representative, Noda Certified Public Accountant Office
External Director (Audit & Supervisory Committee Member), Okabe Co., Ltd.
Outside Director (Audit & Supervisory Committee Member), S.T. CORPORATION
Outside Director, CHORI CO., LTD.
Outside Audit & Supervisory Board Member, Frontier Management Inc. (scheduled to retire on
March 27, 2024)
Reasons for selection as a candidate for Director who is Audit and Supervisory Committee Member
and expected roles
Ms. Hiroko Noda has been newly selected as a candidate for Director who is an Audit andSupervisory Committee Member, as she is judged to be capable of performing appropriate audit,
based on her abundant experience and broad knowledge acquired at accounting departments offoreign financial institutions and as a certified public accountant and management consultant. She
satisfies the Criteria for the Independence of External Directors established by the Company.

- 21 -

No.

Name(Date of birth)

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

Toshihiko Fujita(June 18, 1958)
3

New appointment
External Director
Independent Director

Number ofshares of theCompany held

Joined the Ministry of FinanceDirector for Defense Budget, Budget Bureau, the Ministry of
FinanceFebruary 2004
Counselor to Director General for Economic and Fiscal
Management, Cabinet Office
July 2005
Assistant Regional Commissioner (Management and Coordination), Tokyo Regional Taxation Bureau
July 2006
Director, Personnel Division, National Tax Agency
July 2007
Director, Co-ordination Division, National Tax Agency
July 2009
Regional Commissioner, Fukuoka Regional Taxation Bureau
0
July 2010
Deputy Commissioner (Large Enterprise Examination andCriminal Investigation), National Tax Agency
August 2012
Deputy Commissioner (Taxation), National Tax Agency
June 2013
First Deputy Commissioner, National Tax Agency
July 2014
Regional Commissioner, Tokyo Regional Taxation Bureau
February 2016
Auditor, the Bank of Japan
February 2020
Director, Hongo Tsuji Tax & Consulting (current position)
March 2021
External Audit & Supervisory Board Member of the Company(current position)
October 2023
Registered as a Tax Accountant
Significant concurrent positions
Director, Hongo Tsuji Tax & Consulting
Reasons for selection as a candidate for Director who is Audit and Supervisory Committee Member
and expected roles
Mr. Toshihiko Fujita has professional insight and a wealth of experience in taxation business,
economy, and finance he gained through his career at the Ministry of Finance, the National Tax
Agency, the Bank of Japan, etc. He has been newly selected as a candidate for Director who is an
Audit and Supervisory Committee Member as he is judged to be capable of performing appropriate
audit, based on his achievements and experience as an External Audit & Supervisory Board
Member as well as expertise as a tax accountant. He satisfies the Criteria for the Independence ofExternal Directors established by the Company.

- 22 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company

Number ofshares of theCompany held

April 1982

Masaaki Amma
(January 6, 1960)
4

New appointment
External Director
Independent Director

Joined Export-Import Bank of Japan (currently Japan Bank forInternational Cooperation)
Deputy Director, Research Institute for Development andAugust 2006
Finance, Export-Import Bank of Japan
General Manager, International Sales Department, Western Japan,
October 2008
(Osaka), Export-Import Bank of Japan
General Manager, International Business Strategy Department,
May 2010
Export-Import Bank of Japan
General Manager, Corporate Planning Department, Japan BankMay 2012
for International Cooperation
December 2013 Executive Officer, General Manager, Planning and Management0
Department, Japan Bank for International Cooperation
Director, General Manager, Planning and Management
June 2015
Department, Japan Bank for International Cooperation
Director, Japan Bank for International Cooperation
June 2016
Advisor, Daiwa Securities Co. Ltd.
July 2017
Executive Officer, PricewaterhouseCoopers Sustainability LLC
March 2021
External Audit & Supervisory Board Member of the Company
March 2021
(current position)
Senior Executive Officer, PricewaterhouseCoopers Sustainability
July 2022
LLC (current position)
Significant concurrent positions
Senior Executive Officer, PricewaterhouseCoopers Sustainability LLC
Reasons for selection as a candidate for Director who is Audit and Supervisory Committee Member
and expected roles
Mr. Masaaki Amma has professional insight and a wealth of experience in domestic and overseas
finance gained through his longtime involvement in banking business. He has been newly selected
as a candidate for Director who is an Audit and Supervisory Committee Member as he is judged tobe capable of performing appropriate audit, based on his considerable level of expertise gained
through his achievements and experience as External Audit & Supervisory Board Member. He
satisfies the Criteria for the Independence of External Directors established by the Company.

(Notes) 1. The above candidates for Directors have no special interest in the Company.
2. The term of office of the current External Directors as the Company’s External Director will be five years for Ms. Hiroko
Noda as of the conclusion of this General Meeting of Shareholders.
3. The candidates for External Directors are currently External Audit & Supervisory Board Members of the Company, andtheir terms of office as External Audit & Supervisory Board Member will be three years for Messrs. Toshihiko Fujita and
Masaaki Amma as of the conclusion of this General Meeting of Shareholders.
4. The Company has entered into a contract with each of the Audit & Supervisory Board Members and External Directors tolimit their liability for compensation 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 ofthe said Act. If this Proposal is approved, the Company intends to renew the liability limitation contract with them basedon the amended Articles of Incorporation as per Proposal 2.
5. The Company has entered into an officers’ liability insurance contract to indemnify all of the Company’s Audit &Supervisory Board Members and External Directors, the insured under the contract, for any damages they may incur as aresult of being held liable for the execution of their duties, or receiving a claim associated with the pursuit of such liability.
Each of the candidates for Director being presented in this proposal is currently Audit & Supervisory Board Member orExternal Director and already insured under the said insurance contract, and will continue to be insured as Director after
the election. The Company intends to renew the insurance contract during their terms of office.

- 23 -

[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.
Since our business mainly serves overseas oil exploration and production companies,
International
almost 100% of our sales are recorded overseas, and since we have a so-called global
experiencevalue chain, it is necessary to have international experience.
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.

- 24 -

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

ReappointExternal /ment / New
Independent
appointment

Corporate
management

Knowledge and experience possessed by the officers
Finance,
Human resource
International
Legal andInternal control
accounting,management andexperience
complianceand governanceand taxation
development

ESG

Directors (excluding those who are Audit andSupervisory Committee Members)
Takeshi Kanamori appointment

Re-

○

○

○

○

Hirohiko Miyata

Reappointment

○

○

○

○

Yasuhiro Takano

Reappointment

○

○

○

Koichi Watanabe

Reappointment

External○○

Koichi Wakana

Reappointment

External○○

Yasuchika Noma

Reappointment

External

○

○

Re-

External,○

Re-

External,○

Re-

External,○

Kazuko Shiraishi appointment Independent
Kazuhisa Nishigai appointment Independent
Masato Kobayashi appointment Independent

○

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

○

○

Directors who are Audit and Supervisory
Committee Members
New

Yoshihiro Takamura appointment
Hiroko Noda

New
External,
appointment IndependentToshihiko Fujita

New
External,
appointment Independent

Masaaki Amma

New
External,
appointment Independent

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

- 25 -○

Criteria of the Independence of External Directors
The Company deems External Directors 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 tothe extent reasonably possible.
(1) Executors of operations 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 thepast 10 years.
(2) Those who have been directors, corporate auditors or executors of operations of the Company’s current
major shareholders 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
executors of operations thereof.
(4) Major business partners of the Company Group 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 andthe like and receive a large amount of money or other material benefits other than executive remunerationfrom the Company 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 othermaterial benefits from the Company Group).
(7) Executors of operations of bodies including corporations and partnerships which, or persons who, receivea large amount of donations 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,their spouses or relatives within the second degree of kinship.
(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.

- 26 -

Proposal 5: Revision of Remuneration for Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The Company will transition to a company with an audit and supervisory committee, subject to the approvalof Proposal 2 “Partial Amendments to the Articles of Incorporation.”
In conjunction with the transition, the Company will revise its executive remuneration system mainly byintroducing a new stock price-linked remuneration (performance cash) to replace stock-based remuneration andexpanding performance-linked remuneration.
Accordingly, the Company requests approval for (I) through (V) below, in view of circumstances such as
the recent economic environment.
(I)

To set the maximum amount of basic remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members, the same shall apply hereinafter in this proposal) at no more than ¥400
million per annum (including ¥100 million or less per annum for External Directors)(II) To set the maximum amount of bonuses at no more than ¥300 million per annum(III) To introduce a stock price-linked remuneration as a new renumeration program to replace the previously
adopted stock-based remuneration(IV) To pay cash remuneration to eligible Directors upon their retirement, in line with the abolition of thepreviously adopted stock-based remuneration(V) To pay bonuses related to the fiscal year 2023
If this proposal is approved, the policy for determining remuneration, etc., for individual Directors will berevised as presented on pages 29 and 30. The Company has determined this proposal to be reasonable as it has
been decided in accordance with the policy for determining remuneration, etc., for individual Directors after
the said revision, and the Nominating and Remuneration Committee has examined this proposal and expressed
its opinion that the content is necessary and reasonable.
Currently, the number of Directors is eleven (including eight External Directors and three executive
Directors). If Proposal 3 is approved, the number of Directors will be nine (including six External Directors andthree executive Directors).
This proposal shall become effective conditional upon the amendment of the Articles of Incorporation in
Proposal 2 “Partial Amendments to the Articles of Incorporation” taking effect.
<Comparison of the amount of remuneration, etc. for Directors and Board Benefit Trust before and after therevision>
Before revision
After revision
Basic remuneration¥400 million or less per annum¥400 million or less per annum(amount for External Directors)(¥65 million or less per annum)(¥100 million or less per annum)
Determined by the Annual
Bonus
General Meeting of Shareholders¥300 million or less per annum
for each payment¥135 million in total for five
Board Benefit Trustyears
To be abolished21,000 points per fiscal year
Stock-price linked remuneration
50,000 points or less per annum—(performance cash)¥150 million or less per annum[I. Revision of the maximum amount of basic remuneration]
In line with the transition to a company with an audit and supervisory committee, the Company proposesthat basic remuneration be kept unchanged at ¥400 million or less per annum, of which the portion for External
Directors be increased to ¥100 million or less per annum.
[II. Determination of the maximum amount of bonuses]
The amount of bonuses to be paid has been approved each time at the Annual General Meeting of
Shareholders for the relevant fiscal year.
The Company hereby proposes that bonus for Directors (excluding non-executive Directors, hereinafter“eligible Directors”) be positioned as short-term performance-linked remuneration, which shall be paid
separately from the amount in I. above to ensure appropriate and agile management of remuneration for
Directors, with the maximum amount set at ¥300 million or less per annum.
[III. Introduction of stock price-linked remuneration (performance cash) for Directors (excluding non-executive
Directors)]
The Company requests approval to introduce a new stock price-linked remuneration program (hereinafter- 27 -

“Program”) for eligible Directors of the Company separately from I. and II. above, to replace the previously
adopted share-based remuneration. It is aimed for achieving sustainable enhancement of corporate value of theCompany over the medium to long term, providing eligible Directors with incentives for future performance,
and further promoting the value-sharing with our shareholders. The details of the Program are as follows.
(a) Property to be paid
The amount of remuneration under the Program shall be paid in cash at the time of retirement from theoffice.
(b) Performance evaluation period
From January 1 of each fiscal year through December 31 of the same year(c) Method for calculating the individual amount to be paid
Under the Program, stock points are granted each fiscal year in accordance with the rank and businessperformance. At the time of retirement from the office, the amount of remuneration will be calculated bymultiplying the accumulated stock points (*1) by the stock price as of the time of retirement (*2).
Points to be granted in each fiscal year = Stock-points (i) [fixed portion] + Stock-points (ii) [performancelinked portion]. The maximum number of points for each fiscal year shall be 50,000 points (*1) for the
total of (i) and (ii).
<Reference> The maximum monetary amount related to the points to be granted is expected to be ¥150
million.
<Stock points (i)>To be assigned based on the rank.
<Stock points (ii)>
To be determined by multiplying the basic remuneration designated for each rank by the multipliercorresponding to the amount of consolidated profit achieved during the performance evaluation period,
and dividing the result by the average stock price for the fiscal year (*3).
*1 If the number of issued shares of the Company increases or decreases due to a share consolidation, share
split, allotment of shares without consideration, etc. (hereinafter “share split, etc.”), the number of points
shall be reasonably adjusted to reflect the ratio of the share split, etc.
*2 The stock price as of the time of retirement shall be the simple average (rounded down to the nearest yen)of the daily closing prices of the Company’s common stock on the Tokyo Stock Exchange during themonth preceding the month in which the eligible person retires from the office of Director.
*3 The average stock price for the fiscal year shall be the simple average (rounded down to the nearest yen)of the monthly closing prices of the Company’s common stock on the Tokyo Stock Exchange during theperformance evaluation period.
(d) Reason for the non-payment
Remuneration under the Program shall not be paid if the eligible person either: engages in operations that competes with the business of the Company or its subsidiaries, or assumes the
position of an officer or employee of a corporation or any other organization that competes with theCompany (except with a prior written approval or consent from the Company); or violates laws and regulations, breaches the allotment agreement between the Company and eligible
person, or violates internal rules or regulations of the Company or its subsidiaries applicable to theeligible person.
[IV. Payment of cash remuneration upon termination of stock-based remuneration]
In accordance with the abolishment of the existing stock-based remuneration, the allocation of points toeligible Directors for the stock-based remuneration will be terminated at the conclusion of this General Meetingof Shareholders. If the number of shares remaining in the Trust at the time the eligible Directors retire from theoffice falls short of the number of shares that corresponds to the number of points granted up to the said time(hereinafter “accumulated stock points”), the Company intends to make monetary payments in lieu of stocks at
the time of the Directors’ retirement.
Accordingly, the Company requests approval to make monetary payments separately from I. through III.
above at the time of retirement, with the maximum amount calculated using the following formula.
Amount of payment = Accumulated stock points (*4) x Stock price as of the time of retirement (*5)
*4 If the number of issued shares of the Company increases or decreases due to a share consolidation, share
split, allotment of shares without consideration, etc. (hereinafter “share split, etc.”), the number of points
shall be reasonably adjusted to reflect the ratio of the share split, etc.
*5 The stock price as of the time of retirement shall be the simple average (rounded down to the nearest yen)of the daily closing prices of the Company’s common stock on the Tokyo Stock Exchange during themonth preceding the month in which the eligible person retires from the office of Director.
The sum of the accumulated stock points of the eligible Directors at the conclusion of this General Meeting- 28 -

of Shareholders is 24,712 points. Therefore, the maximum amount of cash remuneration to be paid based on theabove formula will be calculated by multiplying 24,712 points (*4) by the stock price as of the time of retirement(*5). For reference, the total amount will be approximately ¥57 million when multiplied the points by ¥2,318,
the closing price of the Company’s common stock on the Tokyo Stock Exchange on the last trading day ofDecember 2023.
[V. Payment of bonuses to Directors]
In view of the Company’s performance for this fiscal year, it is proposed that bonuses of up to ¥110 million
in total be paid to three eligible Directors as of December 31, 2023. The amount of bonuses to Directors is
calculated by considering the degree of achievement with respect to the target consolidated profit (profit
attributable to owners of parent) and the profit level, as well as the actual dividend payment.
Please note that this bonus is paid only for the fiscal year 2023, separately from the amounts stated in I.
through IV. above.

[Reference] The Policy for Determining Remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members, the same shall apply hereinafter) after the conclusion of this
General Meeting of Shareholders
The Policy for Determining Remuneration for Directors will be revised after the conclusion of this General
Meeting of Shareholders. The outline of the revision is as follows.
(1) Basic policy on remuneration for officers, etc.
The Company’s remuneration system for officers, etc. is determined in accordance with the following
basic policy with the aim of maximizing the value to be provided to shareholders and other stakeholders.
 The system shall be designed to function as an appropriate incentive commensurate with overall
corporate performance and individual achievements, so as to facilitate medium- to long-term
enhancement of corporate value and the realization of the management plan of the Company.
 The system shall reflect the roles, responsibilities, and achievements of each officer, etc., thereby
encouraging the performance of duties according to the responsibilities of the position.
 The remuneration shall be set at a competitive level to allow the Company to attract the excellent talentavailable in the market, while complying with regulations and guidelines on executive remuneration.
 The system shall be determined based on appropriate governance and control, and shall be reviewed ona timely basis in view of the business environment and other factors.
(2) Structure of the remuneration(i) For Directors (excluding non-executive Directors)
 Composition of remuneration
Remuneration for Directors (excluding non-executive Directors) shall comprise basic remuneration,
which is fixed remuneration, bonuses, which are short-term performance-linked remuneration, andstock price-linked remuneration (performance cash), which is medium- to long-term performancelinked remuneration.
 Basic remuneration
The basic remuneration shall be paid in cash as a fixed amount calculated based on the rank.
 Bonus
Bonus shall be paid as an incentive for achieving management targets. The amount of bonus shall be
determined by multiplying the base amount for each rank by a coefficient, which is calculated from theamount of consolidated profit and cash flows for the applicable fiscal year, and by taking into accountthe actual dividends paid.
 Stock price-linked remuneration (performance cash)
As part of the review of its executive remuneration system, the Company will introduce stock pricelinked remuneration (performance cash) for the eligible Directors of the Company, with the aim ofachieving sustainable enhancement of corporate value of the Company over the medium to long term,
providing them with incentives for future performance, and further promoting the value-sharing with
our shareholders. Under the Program, stock points are granted each fiscal year in accordance with therank and business performance. At the time of retirement from the office, the amount of remuneration
will be calculated by multiplying the accumulated stock points by the stock price as of the time ofretirement, which will be then paid in cash.
(ii) The policy for determining remuneration for External Directors (excluding those who are Audit andSupervisory Committee Members) is set forth below.
 Composition of remuneration- 29 -

From the perspective of ensuring independence from business execution, the remuneration shallcomprise only basic remuneration, without a performance-linked remuneration component.
 Basic remuneration
Basic remuneration shall be a fixed amount paid in cash.
(3) Process for determining the executive remuneration, etc.
The Board of Directors has deliberated and decided on the policy for determining executive remuneration
based on the recommendations from the Nominating and Remuneration Committee.
(4) Delegation to the Representative Director
In accordance with the policy on determination, the Company has delegated to Representative Director,
President and Chief Executive Officer, the decision on the specific details of the amount of remunerationfor each officer, etc., based on a resolution of the Board of Directors. The Company has delegated thisauthority because it has judged that the Representative Director, President and Chief Executive Officer isbest suited to evaluate the performance and achievements of each Director while taking into consideration
the Company’s overall business performance and other factors.
To ensure appropriate exercise of such authority by the Representative Director, President and Chief
Executive Officer, the policy on determination stipulates that such decisions shall be made in accordancewith the report of the Nominating and Remuneration Committee.
Proposal 6: Determination of the Maximum Amount of Renumeration for Directors who are Audit andSupervisory Committee Members
The Company will transition to a company with an audit and supervisory committee, subject to the approvalof Proposal 2 “Partial Amendments to the Articles of Incorporation.” Accordingly, the Company requests
approval to set the maximum amount of remuneration for Directors who are Audit and Supervisory Committee
Members after the transition.
The upper limit of renumeration for Corporate Auditors was approved to be ¥70 million per year at the 30th
Annual General Meeting of Shareholders held on March 24, 2016, and has remained unchanged to date.
Following the transition to a company with an audit and supervisory committee, Directors who are Audit andSupervisory Committee Members will, in addition to conduct auditing activities, be required as Directors tovote on resolutions of the Board of Directors and supervise persons who execute business.
In view of significance of their responsibilities, as well as various circumstances such as the recent
economic environment, the maximum amount of remuneration for Directors who are Audit and Supervisory
Committee Members shall be set at no more than ¥100 million per year.
The number of Directors who are Audit and Supervisory Committee Members will be four if Proposal 4 isapproved as proposed. The Company has determined this proposal to be reasonable, in light of the economic
environment, the levels of remunerations at other companies, and the responsibilities of Directors who are
Audit and Supervisory Committee Members.
This proposal shall become effective conditional upon the amendment of the Articles of Incorporation in
Proposal 2 taking effect.

- 30 -

Operations Report (from January 1, 2023 to December 31, 2023)
Overview and Results of Operations
During 2023 the Japanese economy remained on a recovery track, supported partly by the rebound of
inbound tourism demand amid the continued normalization of economic and social activities. While theU.S. economy remained generally robust, the global economy on the whole slowed down due to stagnationin Europe and sluggish growth in China. These, coupled with geopolitical risks such as Russia’s prolonged
invasion of Ukraine and the Israel-Gaza conflict, made the outlook even more uncertain.
WTI oil prices briefly rose above US$90 a barrel partly because Saudi Arabia extended its additional
voluntary cutback of oil production; however, the market closed for the year 2023 at a level of US$70 per
barrel due partly to a slowdown in the Chinese economy. Given that maintaining a stable energy supply
while concurrently embracing the trend toward decarbonization remains a critical issue, the oil companies
have been proceeding with deep-sea oil field development projects. Demand has also remained strong for
projects related to floating offshore oil and gas production facilities, which is the Group’s main business,
especially in ultra-deepwater large-scale projects where the Group has a competitive advantage.
Under these circumstances, for the consolidated operating results in 2023, orders amounted to
US$8,740,646 thousand (up 497.8% from the previous year) due to the new orders of two large-scale FPSO
construction projects in Latin America. Revenue was US$3,574,924 thousand (up 30.5% from the previousyear) due to progress in the construction mainly in these projects, as well as the operations & maintenanceservices provided on a global basis.
In terms of profit, the progress of the aforementioned FPSO construction projects and a steadyincrease in the revenue of the charter business contributed to significant increases. Operating profit was
US$192,938 thousand (up 156.1% from the previous year), and profit attributable to owners of parent for
the year was US$96,536 thousand (up 158.3% from the previous year).

- 31 -

Financial Statements

Consolidated Statement of Financial Position(December 31, 2023)(Thousands of US dollars)

Description

AmountDescription

AmountAssets3,877,921

Liabilities

2,852,630

Total current assets

2,035,550

Total current liabilities

2,244,101

Cash and cash equivalents

1,013,912

Trade and other receivables

592,163

Contract liabilities

590,278

Contract assets

185,585

Borrowings

57,799Loans receivable

27,370

Income taxes payable

70,147

Other financial assets

57,806

Provisions

126,268

Other current assets

158,712

Other financial liabilities

150,826

Other current liabilities

59,551

Total non-current assets

Trade and other payables

1,189,228

1,852,371

Property and equipment

50,042

Total non-current liabilities

608,529

Intangible assets
Investments accounted for using equity
methodLoans receivable

49,483

Bonds and borrowings

512,954

1,374,188

Defined benefit liability

45,091

348,636

Provisions

24,288Other financial assets

13,163

Other financial liabilities

19,399Deferred tax assets

16,489Other non-current liabilities

6,794

Other non-current assets

367
EquityTotal assets

3,887,921

Common stock

190,495

Capital surplus

187,112Retained earnings

522,260

Treasury shares(1,092)Other components of equity

94,042Equity attributable to owners of parent

992,817

Non-controlling interests

42,473

Total liabilities and equity

3,887,921(Note) The figures are rounded down to the nearest thousand US dollars.

- 32 -

1,035,291

Consolidated Statement of Income(For the year ended December 31, 2023)(Thousands of US dollars)
Description

AmountRevenue

3,574,924

Cost of sales(3,324,543)

Gross profit

250,380

Selling, general and administrative expenses(188,538)

Equity in earnings of unconsolidated subsidiaries and affiliates

128,677

Other income

2,513

Other expenses(94)

Operating profit

192,938

Finance income

90,834

Finance costs(69,104)

Profit before tax

214,668

Income tax expense(88,712)

Profit125,955

Profit attributable to
Owners of parent

96,536

Non-controlling interests

29,419Profit125,955

Earnings per share
Basic earnings per share (US dollars)

1.55

Diluted earnings per share (US dollars)

1.55- 33 -

Non-Consolidated Balance Sheet(December 31, 2023)(Millions of Japanese yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
202,296

Current liabilities

247,372

Cash and time deposits

63,420Accounts payable - trade

94,891

Accounts receivable - trade

63,040Current portion of long-term loans payable

8,197

Contract assets

27,895

Lease obligations

Advance payments – trade

38,758

Accounts payable – other

1,649

Accrued expenses

3,709

Prepaid expenses

930

18

Short-term loans receivable

1,796

Income taxes payable

1,311

Accrued income

4,475

Contract liabilities

71,265

Other current assets

4,108

Deposits received

183

Less - allowance for bad debts(2,128)

CMS deposits received

Non-current assets
Property and equipment

36

Tools, furniture and fixtures

5

Leased assets

42

214

Accrued directors’ bonuses

45

Other current liabilities

84

Buildings

Accrued employees' bonuses
Provision for loss on order received

100,781

60,883

Non-current liabilities
Long-term loans payable

4,952
49
15,815
13,562

Lease obligations

28

Provision for retirement benefits

830
155

Intangible assets

253

Other provisions

Software59

Deferred tax liabilities

Other

193
Total liabilities

1,237
263,187(Net assets)
100,444

Shareholders’ equity

39,890Investment in subsidiaries and affiliates
Long-term
loans
receivablefromunconsolidated subsidiaries and affiliatedcompanies
Other investments

89,540Common stock

18,166

19,584

Capital surplus

18,573

Less - allowance for bad debts(8,908)Investments and other assets

227

Legal capital surplus
Retained earnings

303,078- 34 -

3,269

Legal retained earnings

68

Other retained earnings

3,201

Retained earnings brought forward

3,201

Less - treasury stock at cost
Total assets

18,573(119)

Total net assets

39,890Total liabilities and net assets

303,078

Non-Consolidated Statement of Income(For the year ended December 31, 2023)(Millions of Japanese yen)
Description

AmountSales

406,179

Cost of sales

389,184

Gross profit

16,995

Selling general and administrative expenses

10,989Operating profit

6,005

Non-operating income
Guarantee commission received

215

Interest and dividend income

5,029

Reversal of allowance for bad debts

3,488

Other

79

8,813

Non-operating expenses
Interest expense

4,489

Foreign exchange losses

2,337

Commission expenses

948

Other

485

Ordinary profit

8,261
6,557

Extraordinary income
Gain on transfer of bonds

3,348

3,348

Extraordinary losses
Impairment losses

1,313

Loss on liquidation of subsidiaries and affiliates

180

Loss on valuation of shares of subsidiaries and associates

3,618

5,112

Profit before income taxes

4,793

Income taxes - current

1,278

Income taxes - deferred

245

Profit3,269- 35 -