MODEC : Notice of Convocation of the 36th Annual 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) March 11, 2022

To Our Shareholders with Voting Rights:

Takeshi Kanamori

President and Chief Executive Officer

MODEC, INC.

3-10, Nihonbashi 2-chomeChuo-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 36TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Please be advised that the 36th Annual General Meeting of Shareholders of MODEC, INC. (the "Company") to be held as described below.

As the result of careful consideration to this General Meeting of Shareholders from the viewpoint of preventing further spread of the COVID-19, the Company has decided to hold this meeting with appropriate measures to prevent infection. For individual safety and security, shareholders are kindly requested to exercise your voting rights prior to the meeting in writing or via the Internet, etc., instead of attending the meeting in person as much as possible.

Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:40 p.m. on Monday, March 28, 2022.

1. Date and Time: Tuesday, March 29, 2022, at 10:00 a.m. (The reception desk opens at 9:00 a.m.)

2. Place:	Congres Square Nihonbashi 2F Convention Hall A/B
	Tokyo Tatemono Nihonbashi Building, 3-13, Nihonbashi 1-chomeChuo-ku,
	Tokyo

3. Meeting Agenda:

Matters to be reported: 1. Operations Report, Consolidated Financial Statements, and Audit Report

concerning Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 36th Term (from January 1, 2021 to December 31, 2021)

2. Non-consolidated Financial Statements for the 36th Term (from January 1, 2021 to December 31, 2021)

Matters to be resolved:

Proposal 1: Partial Amendments to the Articles of Incorporation

Proposal 2: Election of Ten Directors

Proposal 3: Election of One Audit & Supervisory Board Member

--------------------------------------------------------------------------------------------------------------------------------

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.

• Please note that no commemorative gift will be provided to shareholders attending the meeting. We would appreciate your kind understanding.
• • 1 -

Other Matters Concerning Procedures of Convocation of the Annual General Meeting of Shareholders

1. Disclosures on the Website
   Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements as well as Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements are posted on the Company's website (https://www.modec.com/jp/) (Japanese only) pursuant to applicable laws and regulations as well as Article 15 of the Company's Articles of Incorporation, and they are not included in the Appendix to this notice. Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements included in the Appendix to this notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements which the Independent Auditor audited in preparing the Accounting Audit Report. The Operations Report, Consolidated Financial Statements, and Non-consolidated Financial Statements included in the Appendix to this notice are part of the Operations Report, Consolidated Financial Statements, and Non-consolidated Financial Statements which the Audit & Supervisory Board Members audited in preparing the Audit Report.
2. Revisions on the Website
   In case of circumstances requiring revisions to the Reference Documents for the General Meeting of Shareholders, Operations Report, Consolidated Financial Statements or Non-consolidated Financial Statements, the revised items will be posted on the Company's website (https://www.modec.com/).
3. Adoption of International Financial Reporting Standards (IFRS) and presentation currency
   The Company has adopted the International Financial Reporting Standards (IFRS) instead of the Japanese Generally Accepted Accounting Principles (J-GAAP) from the end of the fiscal year ended December 31, 2021.
   In addition, the presentation currency has changed from the Japanese yen to the US dollar.

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.

• 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.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments

With the amendments to the Companies Act in 2019, companies are now allowed to provide reference materials for general meetings of shareholders, etc., electronically. At the same time, issuers of book-entry transfer shares (listed companies) are required to stipulate in their Articles of Incorporation that they provide information contained in reference materials for general meetings of shareholders, etc., electronically from the effective date of the amended Companies Act. Accordingly, we propose to amend Article 15 (Disclosure of Reference Materials and Other Documents for the General Meeting of Shareholders on the Internet and their Deemed Provision) of the current Articles of Incorporation.

2. Details of the amendments
The details of the amendments are as follows.	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
CHAPTER III. GENERAL MEETINGS OF	CHAPTER III. GENERAL MEETINGS OF
SHAREHOLDERS	SHAREHOLDERS
Article 15. (Disclosure of Reference Materials and	Article 15. (Provision of Materials for the General
Other Documents for the General Meeting of	Meeting of Shareholders in electronic format)
Shareholders on the Internet and their Deemed
Provision)
Where the Company has, on convening a general	(Deleted)
meeting of shareholders, disclosed information that
should be described or displayed in reference
materials for the general meeting of shareholders,
business reports, financial statements and
consolidated financial statements by using the
Internet in accordance with the Ministry of Justice
Ordinances, the Company shall be deemed to have
duly provided such information to shareholders.
(Newly established)	1. The Company shall, when convening a general
	meeting of shareholders, provide information
	contained in the reference materials for the
	general meeting of shareholders, etc.
	electronically.
(Newly established)	2. Among the matters to be provided electronically,
	the Company may choose not to include all or
	part of the matters stipulated in the Ordinance of
	the Ministry of Justice in the paper copy to be
	sent to shareholders who have requested it by the
	record date for voting rights.
(Newly established)	(Supplementary provisions)
	1. The deletion of Article 15 (Disclosure of
	Reference Materials and Other Documents for
	the General Meeting of Shareholders on the
	Internet and their Deemed Provision) of the
	current Articles of Incorporation and the newly
	established Article 15 (Provision of Materials for
	the General Meeting of Shareholders in
	electronic format) shall come into effect on
	September 1, 2022 (the "Effective Date").
	2. Notwithstanding the provisions of the preceding
	paragraph, Article 15 of the current Articles of

- 3 -

Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date.

3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later.

- 4 -

Proposal 2: Election of Ten Directors

The terms of office of all the nine current Directors will expire at the conclusion of this General Meeting of Shareholders.

Accordingly, the election of ten Directors is proposed, including seven External Directors. The candidates for Directors are as stated below.

No.		Name					Current positions and	Attendance of the
					Board of Directors
					responsibilities at the Company
								meetings in FY2021
								Representative Director,
1	Takeshi Kanamori							President and Chief Executive	19 / 19 (100%)
Reappointment						Officer
								Nomination and Remuneration
								Committee Member
								Executive Managing Officer,
								CFO (Chief Financial Officer)
	Yasuhiro Takano							In charge of Human Resources
2	New appointment				-
				Department
								General Manager of Human
								Resources Department
								Executive Managing Officer,
	Katsuyuki Imaizumi							President & CEO of MODEC
3	New appointment				-
				International, Inc. (MII)
								Head of Project Development
4	Ryoichi Oka							-	-
New appointment	External Director
5	Koichi Wakana							-	-
New appointment	External Director
								External Director,
	Shigenobu Aikyo				External Director
6	Reappointment					Chairman of Nominating and	19 / 19 (100%)
					Independent Director		Remuneration Committee
								External Director,
	Hiroko Noda				External Director
7	Reappointment					Nominating and Remuneration	18 / 19 (95%)
					Independent Director		Committee Member
								External Director,
	Kazuko Shiraishi				External Director
8	Reappointment					Nominating and Remuneration	19 / 19 (100%)
		Independent Director
						Committee Member
								External Director,
	Kazuhisa Nishigai				External Director
9	Reappointment					Nominating and Remuneration	19 / 19 (100%)
		Independent Director
						Committee Member
								External Director,
	Masato Kobayashi				External Director
10	Reappointment					Nominating and Remuneration	15 / 15 (100%)
		Independent Director
						Committee Member

- 5 -