MODEC : Notice of Convocation of the 2023 Extraordinaly General Meeting of Shareholders

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: June 8, 2023 Date of Release: June 15, 2023

To Our Shareholders with Voting Rights:

Takeshi Kanamori

President and Chief

Executive Officer

MODEC, INC.

3-10, Nihonbashi 2-chome

Chuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Please be advised that the Extraordinary General Meeting of Shareholders of MODEC, INC. (the "Company") is to be held as described below.

The Company has taken measures for electronic provision of materials for the General Meeting 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 website. In case they cannot be accessed on the Company's website, please visit the TSE Listed Company Search page on the Tokyo Stock Exchange's website from the address below, enter the issue name (company name) or securities code, then select Basic information - Documents for public inspection/PR information to search and view the information on the Notice of General Meeting of Shareholders.

The Tokyo Stock Exchange's website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing. The details of the proposal are as shown on the Reference Documents for the General Meeting of Shareholders attached to the Notice of Convocation of the Extraordinary General Meeting of Shareholders on the Company's website. Please review the documents and exercise your voting rights by 5:40 p.m. on Thursday, June 29, 2023 by referring to the guidance (available in Japanese only) provided later in this Notice of Convocation.

1. Date and Time: Friday, June 30, 2023, at 10:00 a.m.

(The reception desk opens at 9:00 a.m.)

2. Place:Nihonbashi Maruzen Tokyu Building 4F, The Company Meeting Rooms A/B/C 2-3, Nihonbashi 2-chomeChuo-ku, Tokyo (Please note that the venue differs from that of the previous Annual General Meeting of Shareholders.)

3. Matters to be resolved:

Proposal: Election of Two Directors

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1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
2. In case of voting by proxy, you can exercise your voting rights by appointing one shareholder who has voting rights as your proxy.
3. In case of circumstances requiring revisions to the matters to be provided electronically, matters prior to the revisions and following the revisions will be posted on each of the

designated websites.

• Please note that no commemorative gift will be provided to shareholders attending the meeting. We would appreciate your kind understanding.

Use of Electronic Voting Platform (for institutional investors)

Institutional investors may electronically exercise their voting rights using the electronic voting platform operated by ICJ, Inc. for this General Meeting of Shareholders.

Notes:

• Any fees including access fees to internet service providers and communications carriers for use of the website for exercising voting rights shall be borne by shareholders.
• If any voting right is exercised both in writing and via the Internet, the vote that reached the Company at a later timing will be recognized as valid. In the event that both votes arrive on the same day, the vote via the Internet will be recognized as valid.
• A password is important information by which a voting person is confirmed as a shareholder. Please treat your password with care as you would your seal or PIN code.
• Please note that if an incorrect password is entered more than a specified number of times, 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.

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Reference Documents for the General Meeting of

Shareholders

Proposals and References

Proposal:

Election of Two Directors

In order to strengthen the management system and improve corporate value, the election of two Directors is proposed, including one new External Director. The terms of office of newly elected Directors will be until the conclusion of the next General Meeting of Shareholders, in accordance with the Company's Articles of Incorporation.

The candidates for Directors are as stated below.

No.		Name	Career summary, positions and responsibilities at the Company, and	Number of
	shares of the
	(Date of birth)		significant concurrent positions
			Company held
				April 1987	Joined Mitsui & Co., Ltd.
				April 2012	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
				April 2021	PLC (in London)	0
		Hirohiko Miyata	Executive Managing Officer, Mitsui & Co., Ltd.
1	(November 17, 1962)		Chief Representative of Europe, and President, Mitsui & Co.
				Europe PLC (in London)
				April 2022
				Senior Executive Managing Officer, Mitsui & Co., Ltd.
		New appointment
					Chief Representative of Europe, CSO of Europe Block, CSO of
					Middle East and Africa Block, and President & CSO, Mitsui &
				August 2022	Co. Europe PLC (in London)
				Senior Executive Managing Officer, Mitsui & Co., Ltd.
					Chief Representative of Europe, and President, Mitsui & Co.
				April 2023	Europe PLC (in London)
				Advisor, Mitsui & Co., Ltd.
				June 2023	Executive Vice President, Assistant to President of the Company
					(current position)
				Reasons for selection as a Director candidate
				Mr. Hirohiko Miyata has been newly selected as a candidate for Director, as he has acquired
				abundant international experience and experience as a member of the management at a major
				general trading company, which are expected to be leveraged in decision-making and the
				supervision of business execution by the Board of Directors.

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No.	Name	Career summary, positions and responsibilities at the Company, and	Number of
shares of the
(Date of birth)		significant concurrent positions
		Company held
			April 1991	Joined Mitsui O.S.K. Lines, Ltd.
			June 2012	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 and
	Yasuchika Noma		Group Leader of Offshore Power Generation, Offshore Project	0
		Division, Mitsui O.S.K. Lines, Ltd.
	(June 27, 1968)	April 2018	Associate General Manager of Offshore Project Division and
2				Group Leader of Offshore Power Generation, Offshore Project
			Division, Mitsui O.S.K. Lines, Ltd.
	New appointment
	July 2018	Associate General Manager of Offshore Project Division, Mitsui
	External Director			O.S.K. Lines, Ltd.
			April 2020	General Manager of Offshore Project Division, Mitsui O.S.K.
				Lines, Ltd.
			April 2022	Executive Officer, Mitsui O.S.K. Lines, Ltd. (current position)
			April 2023	Deputy Director General, Headquarters of Energy Business,
				Responsible for Offshore Technical Division, Integrated Tanker
				& Offshore Projects - Offshore Unit, Mitsui O.S.K. Lines, Ltd.
				(current position)

Reasons for selection as an External Director candidate and expected roles.

Mr. Yasuchika Noma has been newly selected as a candidate for Director, as he is judged to be 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 his service at a major shipping company, as well as his extensive work experience in the field of international business.

(Notes) 1. The candidates for Directors have no special interest in the Company.

1. With respect to liability limitation contract with the Directors (excluding those serving as Executive Directors, etc.), the Company has entered into contracts with each of the External Directors to limit their liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under the contracts shall be the minimum amount prescribed in Article 425, Paragraph 1 of the said Act. If this Proposal is approved, the Company intends to newly enter into a contract of the same content with Mr. Yasuchika Noma.
2. The Company has entered into an officers' liability insurance contract to indemnify all of the Company's Directors, the insured under the contract, for any damages they may incur as a result of being held liable for the execution of their duties, or receiving a claim associated with the pursuit of such liability. If they assume the office of Director, they will be insured under the contract, which will be renewed during their terms of office.
3. The numbers of shares of the Company held by the candidates are as of May 13, 2023.

End

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(Reference) Skill matrix [Directors and Audit & Supervisory Board Members of the Company after the extraordinary shareholders' meeting (planned)]

		Current			Knowledge and experience possessed by the officers
	Name	position /	External /				Finance,	Internal control	Human
	New	Independent	Corporate	International	Legal and	resource
		accounting,	and	management	ESG
		management	experience	compliance
		appointment			and taxation	governance	and
									development
	Takeshi	Current		○	○	○		○
	Kanamori	position
	Hirohiko	New		○	○	○		○
	Miyata	appointment
	Yasuhiro	Current		○	○	○	○		○
	Takano	position
	Koichi	Current	External	○	○		○	○
	Watanabe	position
	Koichi	Current	External	○	○			○		○
Directors	Wakana	position
Yasuchika	New	External	○	○	○		○		○
	Noma	appointment
	Shigenobu	Current	External,	○			○	○	○
	Aikyo	position	Independent
	Hiroko Noda	Current	External,	○	○		○	○	○
	position	Independent
	Kazuko	Current	External,	○	○			○		○
	Shiraishi	position	Independent
	Kazuhisa	Current	External,	○	○			○
	Nishigai	position	Independent
	Masato	Current	External,	○	○	○		○
	Kobayashi	position	Independent
Audit	Yoshihiro	Current		○	○		○	○
Takamura	position
&	Yoshihiro	Current	External,		○		○	○
Supervisory
Fujita	position	Independent			○	○	○	○
Members	Kato	position	Independent
	Toshihiko	Current	External,
Board
Masaaki	Current	External,	○	○		○	○	○	○
	Amma	position	Independent

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