This document has been translated 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.

April 28, 2023

MODEC, INC.
Takeshi Kanamori, President & CEO
Code: TSE 6269
Contact: Yasuhiro Takano,
Senior Executive Managing Officer
TEL: +81-3-5290-1200

Issuance of New Shares through Third-Party Allotment,
Business Alliance with MOL and MITSUI, and Change in Major Shareholders
MODEC, INC. (MODEC) hereby announces, as set forth below, that it resolved, at its Board of Directors’Meeting held on April 28, 2023, to: (i) issue new shares through a third-party allotment to MITSUI & CO.,LTD. (MITSUI) and Mitsui O.S.K. Lines, Ltd. (MOL)(the issuance of new shares set forth in (i) is referred
to as the “Capital Increase through the Third-Party Allotment”); (ii) form a business alliance (the “Business
Alliance”) with MOL, and that MODEC entered into a business alliance agreement with MOL (hereinafter
the “Business Alliance Agreement”), and (iii) revise existing Business Alliance Agreement with MITSUI.
MODEC also hereby announces that MOL is expected to be a major shareholder of MODEC in accordancewith the Capital Increase through the Third-Party Allotment.

I.

Issuance of New Shares through Third-Party Allotment

1. Outline of Offering(1) Issue Date

June 30, 2023

(2) Number of Shares to Be
Newly Issued(3) Issue Price

11,937,300 shares of common stock(4) Amount of Proceeds to Be
Raised(5) Method of Offering or
Allotment (Parties to Which
Shares Will Be Allotted)

15,088,747,200 yen(6) Others

Each of the items above shall be subject to the effectiveness ofthe securities registration statement filed under the Financial
Instruments and Exchange Act of Japan. For the terms andconditions of issuance, please see “I. 11. Terms and Conditionsof Issuance” below.

1,264 yen per share

Third-party allotment(MITSUI: 1,775,000 shares
MOL: 10,162,300 shares)- 1 -2. Purpose of and Reason for Offering
MODEC provides investments and loans to special purpose companies, established by MODEC, thatengage in the lease, operation and charter business of the Floating Production System (hereinafterreferred to as the “FPSO, etc.”) (FPSO: Floating Production, Storage and Offloading System) for theoilfield development promoted by MODEC. In recent years, lease, operation and charter projects of
FPSO, etc. (the “Charter Projects”) have been growing in project size and the amount of funds required
for the Charter Projects is drastically increasing; therefore, the funding requirements for the investments
and loans for the special-purpose companies established by MODEC in the Charter Projects are
increasing. In addition, the growth of the FPSO, etc. business can be expected as the development andproduction activities of offshore oilfields and gas fields in the deep sea area are expected to continue tobe active in the future. In such environment, MODEC intends to strive for the expansion of thisbusiness, and for that reason, it is essential for MODEC to maintain and enhance its financial position.
MODEC has selected MITSUI, a major shareholder holding 14.86% of issued shares of MODEC, as oneof the parties to which the shares will be allotted in the Capital Increase through the Third-Party
Allotment, and MODEC has accepted one (1) Director from MITSUI for the purpose of receiving
comprehensive advice on the management of the MODEC group. MODEC believes that it is importantin terms of the business operation of MODEC that MITSUI maintains its ratio of stock holding evenafter the Capital Increase through the Third-Party Allotment so that MODEC and MITSUI maintain therelationship.
In addition, in the situation where the funds required for the Charter Projects are drastically increasing,as mentioned above, it also has been becoming necessary to strengthen the creditworthiness of theCharter Projects and the fund-raising capability from financial institutions, by enhancing the cooperative
relationship in the Charter Project with MOL, which has been making investments to the special purpose
companies jointly with MODEC, through a business alliance with it. Furthermore, given it is expectedthat the development and production activities of offshore oilfields and gas fields in the deep sea area
will continue to be active in the future and that the demand for FPSO, etc. will expand, it will become
possible for MODEC to enhance its presence and competitiveness, being comparable to overseas
contractors, by utilizing the management resources and customer base of MOL. Therefore, as of today,
MODEC entered into the Business Alliance Agreement with MOL, concerning which an explanation is
given in “II. Business Alliance with MOL” below. MODEC believes that it is necessary, in order for the
improvement of its corporate value and shareholder value, to strengthen the cooperative relationship with
MOL, by allotting its shares by way of a third-party allotment to MOL, the most important company to
MODEC in terms of the operations strategy.
MODEC, upon considering this financing, examined various other options, taking into account the
influence on the existing shareholders other than MOL and MITSUI. However, as mentioned above,
MODEC believes that (i) the maintenance of the relationship with MITUI, a major shareholder, (ii) thecontinued receipt of comprehensive advice from MITSUI on the management of the MODEC group and(iii) the enhancement of the cooperative relationship with MOL pursuant to the Business AllianceAgreement are the best ways to improve the corporate value and shareholder value of MODEC, MODEC
determined to issue new shares to both MOL and MITSUI by way of the Capital Increase through theThird-Party Allotment, which is a steady and prompt strategy of capital reinforcement.
In addition, as a result of the Capital Increase through the Third-Party Allotment, the stock value of
MODEC will be diluted. However, as mentioned above, MODEC believes that the Capital Increase
through the Third-Party Allotment will contribute to the enhancement of the corporate value and- 2 -shareholder value of MODEC, and will result in the improvement of the benefit to the existing
shareholders.
3. Amount, Use and Scheduled Timing of Expenditure of Proceeds to Be Raised(1) Amount of Proceeds to Be Raised (Approximate Net Amount)
Aggregate amount to be paid:
15,088,747,200 yen
Approximate costs of issuance:

120,000,000 yen

Approximate net amount:

14,968,747,200 yen(2) Use of Proceeds to Be Raised
MODEC plans to use 14,968,747,200 yen which is the approximate net amount described above forthe investments and loans to the special purpose companies, established by MODEC, that engage inor will engage in the lease, operation or charter business of FPSO, etc.
The proceeds described above are scheduled to be paid out by the end of December 31, 2023.
As to the fund management until the time of expenditure, the funds will be managed in bankdeposits..
4. Rationale for the Use of Proceeds to Be Raised
MODEC considers that (i) securing the funds for the investments and loans to the lease, operation andcharter services of FPSO, etc., (the investments and loans to the special purpose companies, establishedby MODEC, that engage in or will engage in the lease, operation and charter business of FPSO, etc.) thatare the important business fields for the development of the business activities of the MODEC group,and (ii) enabling the smooth and steady implementation of the Charter Project, by the Capital Increase
through the Third-Party Allotment, will contribute to enhance the corporate value and shareholder value
through the improvement of profitability of MODEC. Therefore, MODEC believes that the use of theproceeds described above is reasonable for the existing shareholders.
5. Rationale for Conditions of Issuance(1) Basis of Calculation of the Amount to Be Paid and Details Thereof
Referring to 1,404 yen, the closing prices of shares of the common stock of MODEC on the Tokyo
Stock Exchange, Inc. on the business day immediately preceding the day on which the Capital
Increase through the Third-Party Allotment was resolved at its Board of Directors’ Meeting (April
27, 2023), the amount to be paid is determined to be 1,264 yen per share (discount rate is 9.97%).
The reason for using the closing price on the business day immediately preceding the day on which
the Capital Increase through the Third-Party Allotment as the basis of the calculation is that MODEC
considers that the most recent price of share appropriately reflects the current objective corporate
value of stock of MODEC. In addition, the discount rate was determined upon consultation between
MODEC and MOL or MITSUI, as the case may be, taking into consideration the fact that MOL and
MITSUI are in a position to accept the risk of a decline in the share price for about two (2) months
from the date of resolution of the board of directors to the payment date, the dilution caused by the
Capital Increase through Third-Party Allotment will occur, medium- to long-term improvement ofcorporate value and shareholder value is expected by procuring funds quickly and reliably throughallotment of new shares, in addition to the financial condition, the expectations concerning- 3 -performance and the business environment of MODEC.
MODEC considers that the amount to be paid described above is not considered to be the amountespecially favorable to MOL or MITSUI, because, among other things, as mentioned above, suchamount is equal to or more than the amount obtained by multiplying 0.9 by the closing price of theshares of common stock of MODEC on the Tokyo Stock Exchange, Inc. on the business day
immediately preceding the day on which the Capital Increase through the Third-Party Allotment was
resolved at its Board of Directors’ Meeting and complies with the “Guidelines Concerning
Treatment Such As the Capital Increase through Third-Party Allotment.” stipulated by the Japan
Securities Dealers Association.
(2) Rationale for the Judgment that the Number of Shares to Be Issued and the Level of Dilution of
Shares are Reasonable
The number of shares to be issued is 21.16% (the percentage of voting rights is 21.16%) of the total
number of issued shares of common stock of MODEC before the implementation of the Capital
Increase through the Third-Party Allotment, which is 56,408,000 shares (the total number of voting
rights is 563,912); this represents 17.46% (the percentage of the voting rights is 17.47%) of the total
issued shares of common stock of MODEC after the implementation of the Capital Increase throughthe Third-Party Allotment, which is 68,345,300 shares (the total number of voting rights is 683,285).
Therefore, the stock value of MODEC will be diluted. However, MODEC believes that (i) themaintenance and enhancement of the relationships with MOL and MITSUI and (ii) the prompt
securement of the funds for the investments and loans for the lease, operation and charter business of
FPSO, etc. (the investments and loans to the special purpose companies, established by MODEC,
that engage in or will engage in the lease, operation and charter business of FPSO, etc.) that are theimportant business fields for the future development of the business activities of the MODEC groupwill be essential in order to maximize the benefit of the existing shareholders, to improve thecorporate value of MODEC and to increase shareholder value. Therefore, MODEC considers that the
number of shares to be issued and the level of dilution in the Capital Increase through theThird-Party Allotment are reasonable for the existing shareholders.
The Board of Directors’ Meeting of MODEC has resolved the Capital Increase through theThird-Party Allotment to both MOL and MITSUI by the unanimous approval of all the Directors
who participated in the deliberation and resolution after sufficient discussion and consideration. In
light of avoiding conflict of interest in the Board of Directors’ Meeting of MODEC, neither one (1)External Director of MODEC who is concurrently serving as an Executive Officer of MES nor one(1) External Director of MODEC who is currently serving as an Executive Officer of MITSUI, didparticipate in the deliberation or resolution made at the Board of Directors’ Meeting of MODEC
with respect to the Capital Increase through the Third-Party Allotments to MOL and MITSUI. In
addition, there are currently no External Director of MODEC who is concurrently serving as an
Director or Executive Officer of MOL.

6. Reasons for Selecting MITSUI and MOL, and Other Related Matters(1) Outline of MITSUI and MOL(i)

Trade name

MITSUI & CO., LTD.

(ii)

Number of shares tobe allotted

1,775,000 shares- 4 -(iii) Amount to be paid

2,243,600,000 yen(iv)

Location

2-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan(v)

Representative

Kenichi Hori
President and Chief Executive Officer(vi)

Principal business

Pursuing business multilaterally that ranges from product sales,
worldwide logistics and financing, through to the development ofmajor international infrastructure and other projects in the following
fields by utilizing global operating locations, network and information
resources: Mineral & Metal Resources, Energy, Infrastructure
Projects, Mobility, Chemicals, Iron & Steel Products, Food, Food &Retail Management, Wellness, IT & Communication Business,
Corporate Development Business.

(vii) Stated capital (Note 1) 342,560 million yen(viii) Date of incorporation

July 25, 1947

(ix)

Total number of
1,592,466,644 sharesissued shares (Note 1)(x)

Fiscal term end(xi)

Number of employees
44,336 (consolidated)(Note 1)March 31(xii) Major business
partners

Major companies, engaging in business related to resources andenergy, logistics network, consumer services or infrastructure.

(xiii) Major banks havingtransaction with
MITSUI

Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., MUFG
Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited., Japan Bank forInternational Cooperation(xiv) Major shareholders
The Master Trust Bank of Japan, Ltd. (Trust account)and their shareholding Custody Bank of Japan, Ltd. (Trust account)ratio (Note 1)
EUROCLEAR BANK S.A./N.V.

17.84%
6.35%
5.66%

Nippon Life Insurance Company

2.22%

STATE STREET BANK WEST CLIENT - TREATY
505234

1.48%

JPMorgan Securities Japan Co., Ltd.

1.43%

JP MORGAN CHASE BANK 385781
1.31%(xv) Relationship between Capital
MITUSI holds 8,387,300 shares (14.86%) of the
MODEC and MITSUI relationshipcommon stock of MODEC.
Out of ten (10) executive officers (six (6) Directors
and four (4) Corporate Auditors) of MODEC, one
Personnel(1) Director concurrently serve as executive
relationshipofficers and employees of MITSUI. In addition,(Note 1）
four (4) employees of MITSUI have been seconded
to MODEC.
Jointly with MODEC, MITSUI has made equity
contributions to the special purpose companies
Business
established by MODEC for the purpose of holding,relationshipleasing, operating and chartering FPSO, etc. in thelease, operation and charter business of FPSO, etc.
for oilfield development promoted by MODEC.
Related party
Since MITSUI is a major shareholder of MODEC,
relationship
MITSUI is considered a related party of MODEC.
(xvi) Results of operations and financial conditions for the last three (3) years- 5 -(Million yen, unless otherwise specified)Year ended/As of March 31
Fiscal term
Consolidated shareholder
equityConsolidated total assets
Consolidated shareholder
equity per share (yen)Consolidated net sales
Pre-tax net income fromcontinuing operations
Consolidated net income
Profit attributable to
Owners of parent
Consolidated net income
per share (yen)Dividend per share (yen)
Note:

(i)

2020

2021

2022

3,817,677
11,806,292

4,570,420
12,515,845

5,605,205
14,923,290

2,253.83
8,484,130

2,739.28
8,010,235

3,501.21
11,757,559

534,320
411,312450,202350,381

1,164,480
937,670

391,513335,458

914,722226.1380

199.28
85561,61105

1. Stated capital, total number of issued shares, the personnel relationship described above are current as ofDecember 31, 2022. In addition, number of employees, and major shareholders and their shareholding ratio
described above is current as of September 30, 2022.

Trade name(ii) Number of shares tobe allotted(iii) Amount to be paid(iv) Location(v) Representative

Mitsui O.S.K. Lines, Ltd.
10,162,300 shares

12,845,147,200 yen
1-1, Toranomon 2-chome, Minato-ku, Tokyo, Japan
Takeshi Hashimoto
President and Chief Executive Officer(vi) Principal business
Shipping industry(vii) Stated capital (Note 1) 65,589 million yen(viii) Date of incorporation December 28, 1942(ix) Total number of
362,010,900 sharesissued shares (Note 1)(x) Fiscal term end
March 31(xi) Number of employees
8,547 (consolidated)(Note 1)(xii) Major business
Import/export company of steel raw materials, crude oil/petroleum
partners
products, liquefied natural gas, vehicles.
(xiii) Major banks having
Sumitomo Mitsui Banking Corporation, MUFG Bank, Ltd.,transaction with MOL Development Bank of Japan Inc., Mizuho Bank, Ltd., Sumitomo
Mitsui Trust Bank, Limited.
(xiv) Major shareholders
The Master Trust Bank of Japan, Ltd. (Trust Account)
10.07%and their shareholding STATE STREET BANK WEST CLIENT-TREATY 505234 2.98%
ratio (Note 1)
Custody Bank of Japan, Ltd. (Trust Account)
2.68%
Sumitomo Mitsui Banking Corporation
2.49%
Mitsui Sumitomo Insurance Co., Ltd.
1.51%

- 6 -

Sumitomo Mitsui Trust Bank, Limited
1.23%
Mizuho Bank, Ltd.
1.16%
JAPAN SECURITIES FINANCE CO., LTD.
1.12%
Goldman Sachs Japan Co., Ltd. BNYM
1.11%
Sumitomo Life Insurance Company
0.88%(xv) Relationship between Capital
N/A
MODEC and MOL
relationship
Personnel
Three (3) employees of MOL have been seconded
relationshipto MODEC.
(Note 1）
Jointly with MODEC, MOL has made equity
contributions to the special purpose companies
Business
established by MODEC for the purpose of holding,relationshipleasing, operating and chartering FPSO, etc. in thelease, operation and charter business of FPSO, etc.
for oilfield development promoted by MODEC.
MOL is not considered a related party of MODEC.
Related party
Also, the related persons and related companies ofrelationship
MOL are not considered related parties of
MODEC.
(xvi) Results of operations and financial condition for the last three (3) years(Million yen, unless otherwise specified) (Note 2)
Year ended/As of March 31
Fiscal term
2020
2021
2022
Consolidated shareholder
equity641,235
699,150
1,334,866
Consolidated total assets
2,098,717
2,095,559
2,686,701
Consolidated shareholder
equity per share (yen)4,292.31
4,830.12
3,532.32
Consolidated net sales
1,155,404
991,426
1,269,310
Consolidated operating
profit23,779(5,303)55,005
Consolidated ordinary
profit55,090133,604
721,779
Consolidated net income
32,62390,052
708,819
Consolidated net income
per share (yen)272.79752.981,970.16
Dividend per share (yen)
65
150
1,200
Notes: 1. Stated capital, total number of issued shares, the personnel relationship described above are current as ofDecember 31, 2022, and number of employees is current as of March 31, 2022, In addition, major
shareholders and their shareholding ratio described above is current as of September 30, 2022.

(2) Reason for Selecting MITSUI and MOL.
(i) Reason for Selecting MITSUI as a party to which shares will be allotted
MITSUI is a major shareholder of MODEC holding 14.86% of issued shares of MODEC, and
MODEC has accepted one (1) Director from MITSUI for the purpose of receiving comprehensive
advice on the management of the MODEC group. MODEC has selected MITSUI as the party towhich the shares will be allotted and make a revised agreement for existing Business Alliance- 7 -Agreement (hereinafter the “Revised Business Alliance Agreement”) , considering that it isimportant in terms of the business operation of MODEC that MITSUI maintains its ratio of stock
holding even after the Capital Increase through the Third-Party Allotment so that MODEC andMITSUI maintain the relationship.
(ii) Reason for Selecting MOL as a party to which shares will be allotted
MOL has been making investments, jointly with MODEC, to the special purpose companies
established by MODEC for the purpose of holding, leasing, operating and chartering FPSO etc., in
the lease, operation and charter business of FPSO etc., for oilfield development promoted by
MODEC. Given it is expected that the development and production activities of offshore oilfields
and gas fields in the deep sea area will continue to be active in the future and that the demand for
FPSO etc., will expand, it will become possible for MODEC to enhance its presence andcompetitiveness, being comparable to overseas contractors, by utilizing the management resources
and customer base of MOL. In addition, in recent years, the Charter Projects have been growing in
project size and the amount of funds required for the Charter Projects is drastically increasing;
therefore, it is necessary to strengthen the creditworthiness of the Charter Projects and the fundraising capability from financial institutions, by enhancing the cooperative relationship in the Charter
Project with MOL through a business alliance with it. Therefore, as of today, MODEC entered into
the Business Alliance Agreement with MOL, concerning which an explanation is given in “II.
Business Alliance with MOL” below. MODEC judged that the best way to improve its corporate
value and shareholder value was to strengthen the cooperative relationship with MOL, by allotting
its shares by way of a third-party allotment to MOL, which is very important in connection with ourbusiness strategy mentioned above.
(3) Policy of MOL and MITSUI for Holding Shares of MODEC
Each of MOL and MITSUI will hold the shares of MODEC for the medium- and long-term.
MODEC will execute a written confirmation with each of MOL and MITSUI, which states that, (i) if
all or a part of the new shares to be allotted are assigned by MOL or MITSUI within two years of theissuance of the new shares, a report on such assignment shall be made, in writing, to MODEC, and(ii) MOL and MITSUI shall agree that the substance of the relevant report shall be reported by
MODEC to the Tokyo Stock Exchange, Inc. and that the substance of the relevant report shall bemade available to the general public.
(4) Details of Confirmation of Payment Capacity of MOL and MITSUI in Respect of Payment for theThird-Party Allotment
MODEC received an explanation, from each of MOL and MITSUI, which states that the payment
for the Capital Increase through the Third-Party Allotment on this occasion, will be made from the
cash on hand. MODEC confirmed the results of operations and financial conditions described in
the latest Annual Securities Report and the latest Quarterly Report that were filed by each of MOL
and MITSUI, and has confirmed that each of MOL and MITSUI has the sufficient assets for thepayment for the Capital Increase through the Third-Party Allotment.

- 8 -7. Major Shareholders and Their Shareholding Ratio after subscription
Before the subscription(as of December 31, 2022)
Mitsui E&S Holdings Co., Ltd.

49.10%MITSUI E&S Co., Ltd.

40.52%MITSUI & CO., LTD.

14.86%MITSUI & CO., LTD.

14.86%

Mitsui O.S.K. Lines, Ltd.

14.86%

After the subscription

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

5.40%

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

4.46%

JP MORGAN CHASE BANK
385632

3.38%

JP MORGAN CHASE BANK
385632

2.79%

NORTHERN TRUST GLOBALSERVICES SE, LUXEMBOURG RE
LUDU RE: UCITS CLIENTS 15.315
PCT NON TREATY ACCOUNT

1.59%

NORTHERN TRUST GLOBALSERVICES SE, LUXEMBOURG RE
LUDU RE: UCITS CLIENTS 15.315
PCT NON TREATY ACCOUNT

1.31%

Custody Bank of Japan, Ltd. (Trust
Account)

1.27%

Custody Bank of Japan, Ltd. (Trust
Account)

1.05%

MSIP CLIENT SECURITIES

0.90%

MSIP CLIENT SECURITIES

0.74%

STATE STREET BANK AND
TRUST COMPANY 505227

0.77%

STATE STREET BANK AND
TRUST COMPANY 505227

0.64%

STATE STREET LONDON CARE
OF STATE STREET BANK AND
TRUST, BOSTON SSBTC A/C UK
LONDON BRANCH CLIENTS UNITED KINGDOM

0.76%

STATE STREET LONDON CARE
OF STATE STREET BANK AND
TRUST, BOSTON SSBTC A/C UK
LONDON BRANCH CLIENTS UNITED KINGDOM

0.63%

BNY GCM CLIENT ACCOUNTJPRD AC ISG (FE-AC)

0.52%

BNY GCM CLIENT ACCOUNTJPRD AC ISG (FE-AC)

0.43%

8. Future Prospects
MODEC believes that the Capital Increase through the Third-Party Allotment will have an
insignificant direct impact on the business results for the year ending on December 31, 2023. With
respect to the future prospects concerning the Business Alliance, please see “II. Business Alliancewith MOL 5. Future Prospects” below.
9. Matters concerning Procedures in the Code of Corporate Conduct
Although MODEC is not required to obtain the opinion of an independent third party or to confirm
the intent of each shareholder concerning the Capital Increase through the Third-Party Allotment, as
provided for in Rule 432 of the Securities Listing Regulations by the Tokyo Stock Exchange, Inc.
since (i) the dilution rate of the Capital Increase through the Third-Party Allotment is less than 25%
and (ii) the Capital Increase through the Third-Party Allotment does not involve any change in thecontrolling shareholder, from the perspective of ensuring fairness in decision-making as much as
possible and avoiding suspicions of conflicts of interest, MODEC has decided to obtain an opinion
on the necessity and appropriateness of the Third-Party Allotment from a special committee
consisting of Kazuko Shiraishi, Kazuhisa Nishigai and Masato Kobayashi who are External Director
and somewhat independent from our management based on the fact MITSUI a major shareholder
holding 14.86% of the Company's issued shares, is scheduled to be one of the allottees and MODEC- 9 -has accepted one (1) director from MITSUI,

10. Business Results for and Equity Finance Executed in the Last Three Years(1) Consolidated Business Results for the Last Three Years(Million yen, unless otherwise specified)
JGAAP
Year ended/As of December 31
2020
2021
2022
309,925
429,272
Consolidated net sales
Consolidated operating profit(21,614)(45,947)

Consolidated ordinary income
Consolidated Profit attributable to
Owners of parent
Consolidated net income per share(yen)
Dividend per share (yen)Consolidated net assets per share(yen)(12,854)(47,757)(13,076)(50.359)(232.05)(893.55)45

15

1,622.30

1,014.17(Note) Consolidated result for the fiscal year ending December 31, 2021 is not audited pursuant to Article 193-2,
Paragraph 1 of the Financial Instruments and Exchange Act.

Consolidated net sales(Thousand USD, unless otherwise specified)Year ended/As of December 31
2020
2021
2022
2,736,586
3,899,748
2,739,762

Consolidated operating profit(138,321)(317,552)

75,330Consolidated Pre-tax net income(115,771)(344,300)

54,835

Consolidated net income
Consolidated Profit attributable to
Owners of parent
Consolidated net income per share(USD)
Consolidated net assets per share(USD)(133,712)(359,920)

41,143(131,907)(363,975)

37,377(2.34)(6.46)

0.66

15.06

9.45

14.40

IFRS

(2) Current Number of Issued Shares and Dilutive Shares
Number of shares
Total number of issued shares

Ratio to total number ofissued shares

56,408,000 shares(including treasury stock)100.0%

0 shares0.0%

Number of dilutive shares at current
conversion price (exercise price)
Number of dilutive shares at minimum
conversion price (exercise price)--

Number of dilutive shares at maximum
conversion price (exercise price)--- 10 -

(3) Recent Stock Prices(i) Stock Prices for the Last Three Years(In yen)Opening

Year ended/As of December 31
2021
2,618
1,890

High

2,805

2,399

1,833

Low

1,021

1,345

1,043

Closing

1,873

1,377

1,362

2020

2022
1,399

(ii) Stock Prices for the Last Six Months(In yen)2022
October
1,475

November
1,644

December
1,513

2023
January
1,341

February
1,413

March
1,526

High

1,629

1,833

1,543

1,404

1,534

1,526

Low

1,432

1,487

1,301

1,317

1,345

1,286

Closing

1,619

1,529

1,362

1,404

1,511

1,398

Opening(iii) Stock Price on the business day immediately preceding the Date of the Resolution Authorizing
the Issuance(In yen)
April 27, 2023
Opening
1,388
High

1,407

Low

1,382

Closing

1,404(4) Equity Finance in the Last Three Years
Not applicable
11. Terms and Conditions of Issuance
(i)
(ii)
(iii)
(iv)

Type/Number of Shares:
common stock 11,937,300 shares
Amount to be paid:
1,264 yen per share
Total amount of issue price:
15,088,747,200 yen.
Amount of Stated Capital and Additional Paid-in Capital to be increased:
Both the amount of stated capital and amount of the additional paid-in capital to be increased
are 7,544,373,600 yen(v) Method of Subscription or Allotment:
Issuance of new shares through third-party allotment
MITSUI: 1,775,000 shares
MOL: 10,162,300 shares(vi) Subscription Date:
June 29, 2023
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(vii) Payment Date:
June 30, 2023
(viii) Each of the items above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.
II. Business Alliance with MOL
1. Reason for the Business Alliance
MOL has made equity contributions, jointly with MODEC, to the special purpose companies
established by MODEC for the purpose of holding, leasing, operating and chartering FPSO, etc. in
the lease, operation and charter business of FPSO, etc. for oilfield development promoted by
MODEC. Given the expectation that the development and production activities of offshore oilfields
and gas fields in the deep sea area will continue to be active in the future and that the demand for
FPSO, etc. will expand, by utilizing the management resources and customer base of MOL, it will
become possible for MODEC to enhance its presence and competitiveness, being comparable tooverseas contractors. In addition, in recent years, the Charter Projects have been growing in projectsize and the amount of funds required for the Charter Projects is drastically increasing. It isnecessary for MODEC to strengthen the creditworthiness of the Charter Projects and the fund raisingcapability from financial institutions, by enhancing the cooperative relationship in the Charter
Project with MOL through a business alliance with it. As mentioned so far, the purpose of theBusiness Alliance is to improve the corporate value of MODEC and MOL through the enhancementof the competitiveness of MODEC and through the continuous endeavor to enter into contracts for
new projects.
2. Details of the Business Alliance(1) Details of the Business AllianceWith respect to the details of the business alliance, MODEC and MOL will position themselves aseach other’s strategic partner and by mutually utilizing the management resources, know-how, brandand customer base, will jointly promote the FPSO, etc. related business. In particular, it is expectedthat the following items will be conducted, upon mutual consultations regarding the details thereof,
such as the content, conditions, and timing. Either of MODEC and MOL may terminate the Business
Alliance if MOL fails to conduct the payment for the Capital Increase through the Third-Party
Allotment, by June 30, 2023.
・・・・

Provision, by MODEC, of the know-how as to the engineering, construction, lease and operation,of FPSO, etc.;
Provision, by MOL, of its global network, and of the know-how as to the business development,
financing and characteristics of each region;
Assistance, by MOL, in enhancing MODEC’s system concerning business operation;
Support, by MOL, with respect to the human resources of MODEC.

(2) Number of shares to be newly acquired by MOL, and ratio to number of issued shares
MOL will subscribe for 10,162,300 shares of the common stock to be issued by MODEC, by way of
the Capital Increase through the Third-Party Allotment. MOL is expected, as a result of such
subscription, to hold common stocks accounting for 14.86% of the total number of issued shares,
after the Capital Increase through the Third-Party Allotment, of MODEC.

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3. Outline of MOL
Please see the part for MOL in “I. Issuance of New Shares through Third-Party Allotment 6.
Reasons for Selecting MOL and MITSUI, and Other Related Matters (1) Outline of MOL and
MITSUI” above.
4. Schedule(i) Board of Directors’ Meeting(ii) Execution of Business Alliance Agreement

April 28, 2023
April 28, 2023

5. Future Prospects
Although MODEC believes that the Business Alliance will have an insignificant direct impact on thebusiness results for the year ending on December 31, 2023, further enhancement of competitivenessof MODEC is expected through the Business Alliance.
In addition, it is expected that each item regarding the Business Alliance will be conducted, upon
consultations with MOL as to the details thereof, such as the content, conditions, and timing.
With respect to the future prospects concerning the Capital Increase through the Third-Party
Allotment, please see “I. Issuance of New Shares through Third-Party Allotment 8. Future
Prospects” above.
III. Revised Business Alliance Agreement with MITSUI
1. Reason for the Business Alliance
Based on the Business Alliance Agreement dated on February 26, 2010 with MITSUI, a major
shareholder of MODEC holding 14.86% of issued shares of MODEC, and MODEC has accepted
one (1) Director from MITSUI for the purpose of receiving comprehensive advice on the
management of the MODEC group. MODEC has selected MITSUI as the party to which the shares
will be allotted, considering that it is important in terms of the business operation of MODEC that
MITSUI maintains its ratio of stock holding even after the Capital Increase through the Third-Party
Allotment so that MODEC and MITSUI maintain the relationship. In addition, MODEC has decided
to revise existing Business Alliance Agreement with MITSUI to enhance the business alliance with
MITSUI.
2. Details of the Business Alliance(1) Details of the Business AllianceWith respect to the details of the business alliance, MODEC and MITSUI will position themselves
as each other’s strategic partner and by mutually utilizing the management resources, know-how,brand and customer base, will jointly promote the FPSO, etc. related business. In particular, it isexpected that the following items will be conducted, upon mutual consultations regarding the details
thereof, such as the content, conditions, and timing. Either of MODEC and MITSUI may terminate
the Business Alliance if MITSUI fails to conduct the payment for the Capital Increase through theThird-Party Allotment, by June 30, 2023.
・・

Provision, by MODEC, of the know-how as to the engineering, construction, lease and operation,of FPSO, etc.;
Provision, by MITSUI, of its global network, and of the know-how as to the businessdevelopment, financing and characteristics of each region;- 13 -

・・

Assistance, by MITSUI, in enhancing MODEC’s system concerning business operation;
Support, by MITSUI, with respect to the human resources of MODEC.

(2) Number of shares to be newly acquired by MITSUI, and ratio to number of issued shares
MITSUI will subscribe for 1,775,000 shares of the common stock to be issued by MODEC, by wayof the Capital Increase through the Third-Party Allotment. MITSUI is expected, as a result of such
subscription, to hold common stocks accounting for 14.86% of the total number of issued shares,
after the Capital Increase through the Third-Party Allotment, of MODEC.
3. Outline of MITSUI
Please see the part for MITSUI in “I. Issuance of New Shares through Third-Party Allotment 6.
Reasons for Selecting MOL and MITSUI, and Other Related Matters (1) Outline of MOL and
MITSUI” above.
4. Schedule(i) Board of Directors’ Meeting(ii) Execution of Revised Business AllianceAgreement

April 28, 2023
April 28, 2023

5. Future Prospects
Although MODEC believes that the Business Alliance will have an insignificant direct impact on thebusiness results for the year ending on December 31, 2023, further enhancement of competitivenessof MODEC is expected through the Business Alliance.
In addition, it is expected that each item regarding the Business Alliance will be conducted, upon
consultations with MITSUI as to the details thereof, such as the content, conditions, and timing.
With respect to the future prospects concerning the Capital Increase through the Third-Party
Allotment, please see “I. Issuance of New Shares through Third-Party Allotment 8. Future Prospects”
above.
IV. (Expected) Change in Major Shareholders
1. Date for change
June 30, 2023
2. Reason for change
MOL’s holding ratio of voting rights of MODEC is expected to be 14.87%, as a result of the Capital
Increase through the Third-Party Allotment, and accordingly, MOL is expected to become a major
shareholder of MODEC.
3. Outline of shareholder to be changed
Please see the part for MOL in “I. Issuance of New Shares through Third-Party Allotment 6.
Reasons for Selecting MOL and MITSUI, and Other Related Matters (1) Outline of MES andMITSUI” above
4. Number of shares held (number of voting rights) by relevant shareholder and ratio to total number ofvoting rights of shareholders- 14 -

Number of voting rights(Number of shares held)

Ratio to total number ofvoting rights ofshareholders ※Rank in major
shareholders

Before Change(As of December 31,
2022)

0 units(0 shares)

0.00%

-

After Change

101,623 units(10,162,300 shares)

14.87%

Second※ The number of shares without voting rights that is deducted from the total number
of issued shares:
16,890 shares
Total number of issued shares as of December 31, 2023:
56,408,000 shares
5. Future Prospects
The above mentioned change in major shareholders will have no impact on the business results forthe year ending on December 31, 2023. With respect to the future prospects concerning the Capital
Increase through the Third-Party Allotment and the Business Alliance, respectively please see “I.
Issuance of New Shares through Third-Party Allotment 8. Future Prospects” and “II. Business
Alliance with MOL 5. Future Prospects” above.

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