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 noresponsibility for this translation or for any direct, indirect or any other form of damage arising from the translation.

May 14, 2024
MODEC, INC.
Hirohiko Miyata, President & CEO
Code
TSE 6269
Contact
Ryo Suzuki
Executive Managing Officer
TEL+81-3-5290-1200

Notice Regarding Secondary Offering of Shares and Changes of Affiliated Companies, Principal
Shareholder, and Largest Shareholder (which is also a Principal Shareholder)
MODEC, INC. (the “Company”) hereby announces that a resolution was adopted at a meeting of theboard of directors held on May 14, 2024 in relation to a secondary offering of its shares of common stock(the “Offering”) as follows and that changes in its affiliated companies, principal shareholder, and largest
shareholder (which is also a principal shareholder) are expected following the Offering.
I. Secondary Offering of Shares
1. Secondary Offering of Shares (Offering by way of Purchase and Subscription by the Underwriters)(1) Class and Number of

21,908,400 shares of common stock of the Company

Shares to be Offered(2) Selling Shareholder

MITSUI E&S Co., Ltd.

(3) Selling Price

To be determined.
(The selling price will be determined in accordance with the method
stated in Article 25 of the Regulations Concerning Underwriting of
Securities, etc., of the Japan Securities Dealers Association, based on
the preliminary pricing terms calculated by multiplying by a factor
between 0.90 and 1.00, the closing price of the shares of common
stock of the Company in regular trading on the Tokyo Stock ExchangeInc. (and with any fraction less than one yen being rounded down), ona certain date between Wednesday, May 22, 2024 and Tuesday, May
28, 2024. (hereinafter referred to as the “Selling Price Determination
Date”) (or by using the closing price on the business day immediately
preceding such date, if no closing price was recorded on such date,considering market demand and other conditions for the Offering.)(4) Method of Offering

The Offering shall be a secondary offering by way of purchase andsubscription by an underwriting syndicate led by the underwriters
designated as joint lead managers (the “Underwriters”). Consideration

Note: This document is a press release to announce a secondary offering of shares and change of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
1

for the Underwriters in connection with the Offering shall be theamount calculated by subtracting the aggregate underwriting value
from the aggregate selling price. As part of the Offering, shares may
be sold to investors in overseas markets such as Europe and Asia
(excluding the United States and Canada).
(5) Delivery Date

The fifth business day following the Selling Price Determination Date.

(6) Determination of the selling price and all other matters necessary for the offering by way ofpurchase and subscription by the Underwriters will be entrusted solely to Mr. Hirohiko Miyata,
President & CEO of the Company.
2. Secondary Offering of Shares by way of Over-allotment (See <References> 2. below.)(1) Class and Number

3,286,200 shares of common stock of the Companyof Shares to be

The above-mentioned number of shares to be offered represents theOfferedmaximum number of shares to be offered, and the actual number ofshares to be offered may decrease, or the offering by way of overallotment may not be carried out at all, subject to market demand andother conditions. The number of shares to be offered will be
determined on the Selling Price Determination Date, considering
market demand and other conditions for the Offering.

(2) Seller

The designated lead manager(3) Selling Price

To be determined.
(The selling price will be determined on the Selling Price
Determination Date. The selling price will be the same as the selling
price in the offering by way of purchase and subscription by the
Underwriters.)(4) Method of Offering

In connection with the offering by way of purchase and subscription by
the Underwriters, the designated lead manager will, in considerationof market demand and other conditions, undertake a secondaryoffering of shares of common stock of the Company by borrowing no
more than 3,286,200 shares from MITSUI E&S Co., Ltd., the sellingshareholder of the offering by way of purchase and subscription by the
Underwriters (hereinafter referred to as the “Share Lender”).

(5) Delivery Date

The same delivery date as in the offering by way of purchase andsubscription by the Underwriters.

(6) Determination of the selling price and all other matters necessary for the offering by way of overallotment will be entrusted solely to Mr. Hirohiko Miyata, President & CEO of the Company.
Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
2

<References>
1． Purpose of the Secondary Offering of Shares
The Company’s Mid-Term Business Plan 2024-2026 is guided by the slogan “Explore a Sustainable
Future with Innovation.” True to those words, the Company’s goal during those three years is toadvance the initiatives set for itself to address some of its most important challenges, including thedecarbonization of its FPSOs and the development of new businesses. The Company believes that
this represents a crucial step in its journey to fulfill its Vision 2034 and grow into a “Global Leading
Player in Connecting Ocean and Humanity.” The Company will endeavor to make this a reality bystrengthening the profitability of its core business, FPSO, making strategic progress in FPSO
decarbonization and new business, as well as to strengthen its business foundation including its humancapital to prepare for the future, while also promoting sustainability management.
The Company recognizes that enhancing corporate governance will also be important going forward
as it looks to pursue these strategies over the medium to long term. The Company has engaged insustained dialogue, both internally and with its shareholders, about the appropriate shareholder
configuration for addressing those concerns. Out of that dialogue came a proposal to put theCompany's shares on the market through a secondary offering, which would improve liquidity andexpand the Company’s shareholder base. Having obtained the consent of the would-be sellingshareholder, the Company is pleased to announce the launch of this Offering. The Company’s goalwith this Offering is to reconfigure its shareholder mix so that it will have a larger and more diverse baseof shareholders who support its long-term strategies. The Company also believes that it will lead to abetter tradable share ratio for its shares and in accordance with the criteria for maintaining listing on
the Tokyo Stock Exchange’s Prime Market.
2． Secondary Offering of Shares by way of Over-allotment, etc.
The secondary offering of shares by way of over-allotment refers to an offering, in connection with theoffering by way of purchase and subscription by the Underwriters, in which the designated leadmanager will, in consideration of market demand and other conditions, carry out the secondary offeringof the Company shares, by borrowing up to 3,286,200 shares from the Share Lender. While
3,286,200 shares are scheduled to be offered under the offering of shares by way of over-allotment,such number of shares represents the maximum number of shares to be offered, and the actual numberof shares to be offered may decrease, or the offering of shares by way of over-allotment may not be
carried out at all, subject to market demand and other conditions.
If the offering of shares by way of over-allotment is carried out, the designated lead manager will be
granted the right from the Share Lender to acquire additional shares of the Company’s common stock,
separately from the shares subject to the sale through the offering of shares by way of purchase andsubscription by the Underwriters, up to the number of shares to be sold by over-allotment (hereinafterreferred to as the "Greenshoe Option"), starting from the delivery date of the sale through the offeringof shares by way of purchase and subscription by the Underwriters and the offering of shares by wayof over-allotment and ending on Friday, June 21, 2024.
Furthermore, the designated lead manager may purchase shares of common stock on the Tokyo Stock
Exchange, Inc., up to the number of shares to be sold in the offering of shares by way of over-allotment,
Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
3

with the purpose of returning the borrowed shares (referred to as the "syndicate cover transaction") inthe period from the day following the last day of the subscription period for the sale through the offeringof shares by way of purchase and subscription by the Underwriters and the offering of shares by wayof over-allotment until Wednesday, June 19, 2024 (hereinafter referred to as the "syndicate covertransaction period"). All the common stock acquired by the designated lead manager through thesyndicate cover transaction will be allocated for the return of the borrowed shares. It should be notedthat during the syndicate cover transaction period, the designated lead manager may decide todiscontinue the syndicate cover transaction entirely or terminate the syndicate cover transaction with anumber of shares that does not reach the number of shares to be sold through the offering of sharesby way of over-allotment.
In addition, the designated lead manager may conduct stabilization transactions in connection withthe offering of shares by way of purchase and subscription by the Underwriters and the offering ofshares by way of over-allotment and may allocate all or part of the common stock acquired throughsuch stabilization transactions for the return of the borrowed shares.
The remaining borrowed shares after being acquired through the syndicate cover transaction andstabilization transactions and allocated for the return will be returned by the designated lead manager
by exercising the Greenshoe Option.

Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
4

II．Changes of Affiliated Companies, Principal Shareholder and Largest Shareholder (which is also a
Principal Shareholder)
1. Reason for the Change
The Company’s affiliated companies, principal shareholder and largest shareholder (which is also a
principal shareholder) are expected to change as a result of the secondary offering of shares of common
stock of the Company set forth in "I. Secondary Offering of Shares - 1. Secondary Offering of Shares(Offering by way of Purchase and Subscription by the Underwriters)" above.
2. Overview of Shareholders Subject to Change①Overview of the shareholder that will no longer be an affiliated company, a principal shareholder andthe largest shareholder (which is also a principal shareholder).
(1) Name

MITSUI E&S Co., Ltd.

(2) Address

6-4, Tsukiji 5-chome, Chuo-ku, Tokyo(3) Name and title ofrepresentative

Takeyuki Takahashi, President and CEO, Representative Director(4) Content of businesses

Marine Propulsion Systems, Logistics Systems, Peripheral
Businesses and Industrial machinery and system(5) Paid-in capital(As of December 31,
2023)

8,846 million Yen(6) Date of establishment

July 31, 1937

(7) Consolidated net assets(as of December 31,
2023)

138,165 million Yen(8) Consolidated total assets(as of December 31,
2023)

467,035 million Yen(9) Major shareholders andownership ratios (as of
September 30, 2023)

SMBCCP Investment Limited Partnership 1

15.77%The Master Trust Bank of Japan, Ltd. (Trust Account)

8.61%

IMABARI SHIPBUILDING CO., LTD.

3.38%

JP JPMSE LUX RE MERRILL LYNCH INTERNATI EQ

2.77%

CO (Standing proxy: MUFG Bank, Ltd.)
Custody Bank of Japan, Ltd. (Trust Account)

2.41%

NORTHERN TRUST GLOBAL SERVICES SE,

2.26%

LUXEMBOURG RE CLIENTS NON-TREATYACCOUNT(Standing proxy: Securities Services
Department, The Hong Kong and Shanghai Banking
Corporation Limited, Tokyo Branch)
Mitsui & Co., Ltd. (Standing proxy: Custody Bank ofJapan, Ltd.)

2.23%

Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
5

Custody Bank of Japan, Ltd. (Trust Account for theretirement allowance for Sumitomo Mitsui Trust Bank,
Limited)

2.04%

Toshiaki Otake

1.96%

Morgan Stanley MUFG Securities Co., Ltd

1.74%

Capitalrelationship
Relationship between the(10) Company and MITSUIE&S Co., Ltd.

Personnel
relationship

Businessrelationship
Note:

As of May 14, 2024, MITSUI E&S Co., Ltd. hold40.52% of the Company's common stock.
One of the Company directors concurrently serves as
an executive officer of MITSUI E&S Co., Ltd., and theCompany has accepted four secondees from MITSUIE&S Co., Ltd. Also, the Company has accepted threesecondees from Mitsui E&S Shipbuilding Co., Ltd., anequity method affiliate of MITSUI E&S Co., Ltd.
Not applicable.

Class A preferred shares which SMBCCP Investment Limited Partnership 1 has have no
voting rights.

②Overview of the shareholder that will become the largest shareholder (which is also a principal
shareholder)(1) Name(2) Address(3) Name and title ofrepresentative(4) Content of businesses(5) Paid-in capital(as of December 31, 2023)

MITSUI & CO., LTD.
2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Kenichi Hori, President and Chief Executive Officer
Utilizing global operating locations, network and information
resources, MITSUI & CO., LTD. multilaterally pursuing businessthat ranges from product sales, worldwide logistics and financing,through to the development of major international infrastructure andother projects in the following fields: Mineral & Metal Resources,
Energy, Infrastructure Projects, Mobility, Chemicals, Iron & Steel
Products, Food, Retail, Wellness, IT & Communication andCorporate Development Business.
343,062 million Yen③Overview of the shareholder that will become the largest shareholder (which is also a principal
shareholder)(1) Name(2) Address(3) Name and title ofrepresentative

Mitsui O.S.K. Lines, Ltd.
1-1 Toranomon 2-chome, Minato-ku, Tokyo
Takeshi Hashimoto, President and Chief Executive Officer

Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
6(4) Content of businesses
Shipping Industry(5) Paid-in capital
65,757 million Yen(as of December 31, 2023)

3. Number of Voting Rights held by the Shareholders (Number of Shares Held) and Percentage of Total
Voting Rights Before and After Change(1) MITSUI E&S Co., Ltd.

StatusAffiliated companies,
Before change(as of May 14,2024)

a principal

Number of voting rights (% of total voting
rights) and Number of shares held
DirectConsolidated
ownershipownership

stake

stake

(40.53%)largest shareholder

27,697,000(which is also a
principal shareholder)

After change――(40.53%)
27,697,000

sharesshares

57,88657,886(8.47%)
5,788,600

amongshareholders

276,970

276,970

shareholder and the

Total

Ranking―

shares(8.47%)
5,788,600

First

Third

shares

Notes: 1. The percentage of total shareholder voting rights before the change is calculated basedon 683,289 of total shareholder voting rights, as of December 31, 2023 less
16,400 shares with no voting rights from the total number of issued shares. Ranking
among shareholders is based on the register of shareholders of the Company as ofDecember 31, 2023.
2.

The number of voting rights (% of total voting rights) after the change are calculated bydeducting the number of voting rights corresponding to shares to be offered by the
selling shareholder as described in "I. Secondary Offering of Shares - 1. Secondary
Offering of Shares (Offering by way of Purchase and Subscription by the Underwriters)"of 219,084 voting rights (21,908,400 shares) from the number of voting rights before
the change.

3.

By exercising the Greenshoe Option as described in "I. Secondary Offering of Shares- 2. Secondary Offering of Shares by way of Over-allotment" above, the number ofvoting rights after the change may decrease by up to an additional 32,862 voting rights(3,286,200 shares) from the aforementioned voting rights.

4． The percentage of total voting rights before the change is rounded to three decimal
places.

Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
7

(2) MITSUI & CO., LTD.
StatusNumber of voting rights(Number of shares held)

Before change(as of May 14,

Principal shareholder

2024)

101,623(10,162,300 shares)% of total
voting rights

Ranking
amongshareholders

14.87%

Second14.87%

First

Principal shareholder,
After change

and largest shareholder(which is also a

101,623(10,162,300 shares)

principal shareholder)
Notes: 1. The percentage of total shareholder voting rights before change is calculated based on
683,289 of total shareholder voting rights, as of December 31, 2023 less 16,400 shareswith no voting rights from the total number of issued shares. Ranking amongshareholders is based on the register of shareholders of the Company as of December
31, 2023.
2. The percentage of total voting rights is rounded to three decimal places.
(3) Mitsui O.S.K. Lines, Ltd.
StatusNumber of voting rights(Number of shares held)

Before change(as of May 14,

Principal shareholder

2024)

101,623(10,162,300 shares)

Principal shareholder
After change

101,623and largest shareholder(which is also a(10,162,300 shares)% of total
voting rights

Ranking
amongshareholders

14.87%

Second14.87%

First

principal shareholder)
Notes: 1. The percentage of total shareholder voting rights before change is calculated based on
683,289 of total shareholder voting rights, as of December 31, 2023 less 16,400 shareswith no voting rights from the total number of issued shares. Ranking amongshareholders is based on the register of shareholders of the Company as of December
31, 2023.
2. The percentage of total voting rights is rounded to three decimal places.
4. Expected Date of Change
Delivery date (the fifth business day following the Selling Price Determination Date) set forth in "I.
Secondary Offering of Shares - 1. Secondary Offering of Shares (Offering by way of Purchase andSubscription by the Underwriters)."
Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
85. Any Changes in the Unlisted Parent Companies Subject to Disclosure
Not applicable.

Note: This document is a press release to announce a secondary offering of shares and changes of affiliated companies, principal
shareholder, and largest shareholder (which is also a principal shareholder) and has not been prepared for the purpose of soliciting
investments whether in or outside Japan. Additionally, this press release does not constitute an offer of securities for sale, nor asolicitation of an offer to buy, in the United States or elsewhere. The securities referred to above have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not
be publicly offered or sold in the United States.
9