Penta Ocean Construction : Announcement of Changes in Representative Directors as well as Nomination of Candidates for Directors and Corporate Auditors

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The following statements are an English-language translation of the original Japanese-language documents.

May 12, 2016

Listed company name : Penta Ocean Construction Co.,Ltd.

Representative : Takuzo Shimizu, President, CEO and Representative Director Code number : 1893

Stock Exchange : Tokyo, Nagoya

Contact : Kazuo Sumita, General Manager, Head of Corporate Planning Division (TEL 81-3-3817-7545)

Notice of Changes in Representative Director as well as Nomination of Candidates for Directors and Audit & Supervisory Board Members

At the Board of Directors Meeting held on May 12, 2016, Penta-Ocean Construction Co., Ltd. passed a resolution on the following changes of its Representative Director as well as the nomination of Directors and Audit & Supervisory Board Members.

This matter is subject for approval at the 66th General Shareholders Meeting scheduled on June 24,

2016.

1. Changes in Representative Director

   End of term as the Representative Director (Effective June 24, 2016)

   Yoshio Murashige (Present position: Chairman & Representative Director)

   Yoshio Murashige resigns from the post of Representative Director due to the expiration of his term of office at the closing of the 66th General Shareholders Meeting.

2. Nomination of Candidates for Board of Directors

   The term of office of ten current Directors terminates at the closing of the 66th General Shareholders Meeting. The ten candidates for Directors are as follows:

   Director Takuzo Shimizu (Reappointment)*1

   Director Kunihiko Sasaki (Reappointment)*1

   Director Akihiko Togo (Reappointment)

   Director Kazuya Ueda (Reappointment)

   Director Yuji Nakamitsu (Reappointment)

   Director Tetsushi Noguchi (Reappointment)

   Director Shinichi Igarashi (Reappointment)

   Director Michio Inatomi (Reappointment)

   Director Hisanori Ohara (Reappointment)*2

   Director Yasuhiro Kawashima (New Appointment)*2

   • 1 Representative Directors

   • 2 Candidates for Outside Directors pursuant to the Companies Act of Japan.

3. New Nomination of Candidates for Audit & Supervisory Board Members

At the closing of the 66th General Shareholders Meeting, the term of office of two of the Company's current Audit & Supervisory Board Members expires. The two candidates for Audit & Supervisory Board Members are as follows.

Audit & Supervisory Board Member Hironaga Fukuda (Reappointment)*3 Audit & Supervisory Board Member Yoshiaki Ohashi (New Appointment)*3

Tatsushi Higuchi will resign from the post of the Audit & Supervisory Board Member due to the expiration of his term of office at the closing of the 66th General Shareholders Meeting.

* 3 Candidates for Outside Audit & Supervisory Board Members pursuant to the Companies Act of Japan.

(Reference)

【Personal history of the newly appointed candidate for Director】

Name: Date of Birth: Personal History:	Yasuhiro Kawashima August 18, 1944 April 1969	Joined the Ministry of Land, Infrastructure, Transport
June 1998	and Tourism (formerly known as Ministry of Transportation) Director-General, Ports and Harbors Bureau
June 2000 January 2001 July 2001 March 2004 May 2005 to Present	Deputy Minister of Technical Affaires, Minister's Secretariat Deputy Minister of Technical Affairs, Ministry of Land, Infrastructure, Transport and Tourism President, Public Corporation of Service Center of Port Engineering Foundation (formerly known as Incorporated Foundation of Ports and Airports Construction Technology Service Center) Advisor, Nippon Steel & Sumitomo Metal Corporation (formerly known as Nippon Steel Corporation) Chairman, Federation of Japan Ports and Airports Construction Association
May 2006 to Present	Chairman, General Incorporated Foundation of Japan Marine Surveys Association (formerly known as Japan Marine Surveys Association)
July 2006	Advisor, Nippon Steel & Sumikin Engineering Co, Ltd.(formerly known as Nippon Steel Engineering)

【Personal history of the newly appointed candidate for Audit & Supervisory Board Member】

Name: Date of Birth:	Yoshiaki Ohashi August 18, 1954
Personal History:	April 1977 April 2002 April 2005 April 2007 June 2009	Joined Mizuho Bank, Ltd (formerly known as Industrial Bank of Japan, Ltd.) General Manager, Americas Cooperate Banking Department No.3, Mizuho Bank, Ltd.(formerly known as Mizuho Cooperate Bank, Ltd.) Executive Officer / General Manger of Public Relations Department, Mizuho Financial Group, Inc. Managing Executive Officer / General Manager of Risk Management Group / Financial Control Group, Mizuho Securities Co., Ltd. Director/Executive Officer, Iino Kaiun Kaisha, Ltd.
June 2010 to Present	Director/Managing Executive Officer, Iino Kaiun Kaisha, Ltd.