The following statement is an English-language translation of the original Japanese-language document provided for your convenience.
In the event there is any discrepancy between the Japanese and English versions, the Japanese version is presumed to be correct.

May 14, 2019
To whom it may concern:
Company name: JGC CORPORATION
Representative: Masayuki Sato
Chairman and Chief Executive Officer (CEO)(Code number: 1963, Stock Exchange: Tokyo)
Contact: Takeshi Endo
General Manager, PR & IR Department(TEL: 81-45-682-8026)

Notice on Signing of Absorption-Type Corporate Separation Agreement Accompanying
Transition to a Holding Company Structure through a Corporate Separation
and Amendment to the Articles of IncorporationJGC CORPORATION (hereinafter referred to as “the Company”) announced that it wouldstart preparations for transition to a holding company structure on October 1, 2019 in “Review
Now Underway Toward Reforming JGC Group Management Structure” dated November 8,
2018.
The Company resolved at the Board of Directors held on May 14, 2019 to enter anabsorption-type corporate separation agreement with Nikki Global Kabushiki Kaisha(established on April 8, 2019, and its English company name to be registered as “JGCCORPORATION” on October 1, 2019) to succeed the overseas EPC business the Company isengaged in. In addition, it was resolved to enter an absorption-type corporate separationagreement with JGC Plant Innovation Co., Ltd. (its Japanese company name to be changed to“Nikki Kabushiki Kaisha” and English company name to be changed to “JGC JAPANCORPORATION” on October 1, 2019) to succeed the domestic EPC business the Company isengaged in.
Following this absorption-type corporate separation, the Company will change its company
name to JGC HOLDINGS CORPORATION and change its business purpose in line with thebusiness after transition to a holdings company structure on October 1, 2019 (planned). Notethat this absorption-type company split and amendment to the Articles of Incorporation assume
a resolution as prescribed at the general meeting of shareholders to be held on June 27, 2019
and acquisition of approval from government agencies.

I. Transition to a holding company structure through a corporate separation
1. Background and purpose of transition to a holding company structure
Within our group’s main business of EPC operations, the Beyond the Horizon
medium-term business plan for fiscal 2016–2020 calls for an ongoing focus on the oil andgas sector while expanding further into the field of infrastructure. In non-EPC operations, theplan calls for stronger involvement in manufacturing, among other types of business. Further
growth and expansion are sought in both areas of operations.
To pursue this vision of a corporate group with greater corporate value steadily, but with asense of speed, we have decided to transition to a holding company as the group’s newmanagement structure.
The Company is seeking to grant more independence to future primary business operatingcompanies, enable more proactive, agile business operations, and bring about globally
optimal resource allocation and accurate governance of group management.
1) Strengthening group management and governance
Separation of corporate management from executive organizations will enable theholding company to fulfill the functions of establishing management policy andcoordinating our operating companies, based on a medium to long-term perspective for
the JGC Group, as we seek maximum corporate value and group-minded allocation ofmanagement resources. By clarifying the division of holding company and operatingcompany roles and responsibilities, and by reinforcing coordinating functions, thisseparation also supports greater transparency of corporate management and stronger
governance of the group as a whole.
2) Building a market-responsive framework for EPC operations
More proactive, agile business operations will be sought by building an operations
framework attuned to the respective characteristics of the domestic market and theoverseas market for EPC business—specifically, separate operating companies in chargeof domestic EPC and overseas EPC.
(1) Overseas oil and gas
Further growth in this core JGC Group business is sought by demonstrating
accumulated engineering technologies and project management capabilities, andresponding promptly in the overseas oil and gas business where market volatility is highand projects have become larger and more complex.
(2) Overseas infrastructure
Greater expansion by means of a new pillar of EPC business is sought through theappropriate allocation of management resources by an independent business unit within
the overseas EPC operating company, established to venture further into infrastructure
as identified in the medium-term business plan.
(3) Domestic EPC
In the domestic market (which is in a relatively stable business environment, comparedto overseas markets), expansion of business areas and market share in both oil and gas
and infrastructure is sought by consolidating the management resources of theCompany’s domestic EPC operations and those of JPI, yielding greater efficiency andcompetitiveness.
3) Clarifying the position of manufacturing business

The status of manufacturing—positioned as one of the core group businesses—will beclarified, and optimal management resources as a group will be allocated, as we
promote technical development that can meet next-generation social and industrial
needs and step up the supply of high-performance materials.
4) Bolstering manager training
Delegating authority to operating companies will expand the roles and responsibilities
of managers at each company. We will seek to build the foundation to develop managers
to lead these operations.

2. Summary of the transition to a holding company structure(1) Schedule of absorption-type corporate separation- Board of directors to approve the absorption-type corporate separation agreement (theCompany, Nikki Global Kabushiki Kaisha, JPI)
May 14, 2019
- Signing of the absorption-type corporate separation agreement (the Company, Nikki
Global Kabushiki Kaisha, JPI)
May 14, 2019
- General meeting of shareholders to approve the absorption-type corporate separationagreement (the Company, JPI)
June 27, 2019 (planned)- Extraordinary meeting of shareholders to approve the absorption-type corporate
separation agreement (Nikki Global Kabushiki Kaisha)June 27, 2019 (planned)- Effective date of absorption-type corporate separation
October 1, 2019 (planned)(2) Absorption-type corporate separation method
Absorption-type corporate separation with the Company as the splitting company and theCompany wholly owned subsidiaries Nikki Global Kabushiki Kaisha and JPI as thesuccessor companies.
(3) Details of allocation related to this absorption-type corporate separation
Along with the absorption-type corporate separation, the successor companies will issue
the following number of shares of common stock as consideration for the rights andobligations related to the succeeded businesses, and allocate all of these shares to theCompany.
Successor company
Nikki Global Kabushiki Kaisha
JGC Plant Innovation Co., Ltd.

Number of shares of common stock
5,000 shares
2,000 shares(4) Handling of subscription rights and bonds with subscription rights accompanying theabsorption-type corporate separation
Not applicable.
(5) Change in capital through the absorption-type corporate separation
There will be no change in the Company’s capital from this absorption-type corporateseparation.
(6) Rights and obligations succeeded by successor companies
With this absorption-type corporate separation, the successor companies will succeed theassets, liabilities, contractual status, and other rights and obligations related to the domestic
EPC business and overseas EPC business belonging to the Company as of the effective
date, excluding rights and obligations specifically provided for in the absorption-type
corporate separation agreement.
Note that the obligations succeeded by the successor companies are based on theconcomitant assumption method.
(7) Expectations towards performance of obligations
Following this absorption-type company split, the assets of the Company and the successor
companies are project to exceed liabilities, and in terms of the profit projections following
this absorption-type company split, an event that would interfere with the performance ofobligations to be assumed by the Company and the successor companies is not projected at
this point in time. Accordingly, it has been determined that there are no issues with theCompany and the successor companies performing on their obligations after theabsorption-type company split.
3. Overview of the companies in the absorption-type corporate separation(1) Splitting company (as of March 31, 2019)(1) Company name
JGC CORPORATION(2) Address
2-3-1 Minatomirai, Nishi Ward, Yokohama, Kanagawa Prefecture(3) Position and name ofMasayuki Sato, Chairman and Chief Executive Officer (CEO)representative(4) Description of
EPC business, etc. for various plants and facilities
business(5) Capital
23,511 million yen(6) Date of establishment October 25, 1928
(7) Number of issued
259,052,929 sharesshares(8) Fiscal year end
March 31
The Master Trust Bank of Japan, Ltd. (Trust Account) 14.64%
Japan Trustee Services Bank, Ltd. (Trust Account)
9.46%(9) Major shareholders
JGC Trading & Services Co., Ltd.
4.67%
and ownership ratio
JGC-S SCHOLARSHIP FOUNDATION
3.25%
Japan Trustee Services Bank, Ltd. (Trust Account 9)
2.13%(10) Financial position and business results in the most recent fiscal year (fiscal year ended
March 31, 2019 [consolidated])
Net assets
410,350 million yen
Total assets
708,855 million yen
Net assets per share
1,622.55 yen
Net sales
619,241 million yen

Operating income
Ordinary income
Profit attributable toowners of the parent
Earnings per share(2) Successor companies(1) Company name24,005 million yen
95.14 yenNikki Global Kabushiki Kaisha
As of establishment on April 8,
2019
2-3-1 Minatomirai, Nishi Ward,
Yokohama City, KanagawaPrefecture(2) Address(3) Position
namerepresentative

23,249 million yen
32,304 million yen

andof Representative Director Kiyotaka
Terajima(4) Description ofbusiness

EPC business, etc. for variousplants and facilities overseas

JGC Plant Innovation
Co., Ltd.
As of March 31, 20192-3-1 Minatomirai, Nishi Ward,
Yokohama City, Kanagawa
Prefecture
Representative Director andPresident Kenichi Yoshida(Shoji Yamada was appointed toRepresentative Director andPresident on April 1, 2019)
EPC business and maintenancebusiness for various plants andfacilities in Japan830 million yen(5) Capital
50 million yen(6) Date ofApril 8, 2019
April 19, 2000
establishment(7) Number of
5,000 shares
8,000 sharesissued shares(8) Fiscal year end
March 31
March 31(9) Major
shareholders and
JGC CORPORATION 100%JGC CORPORATION 100%
ownership ratio(10) Financial position and business results in the most recent fiscal year
As of establishment on
As of March 31, 2018
April 8, 2019
Net assets
50 million yen
26,069 million yen
Total assets
50 million yen
38,939 million yen
Net assets per share
10,000 yen
3,258,646.80 yen
Net sales－
49,448 million yen
Operating income－
5,001 million yen
Ordinary income－
5,214 million yen
Net profit－
3,644 million yen
Net income pershare－

455,514.98 yen

※ Because Nikki Global Kabushiki Kaisha was established on April 8, 2019 and it does nothave a most recent fiscal year, only net assets, total assets, and net assets per share on theestablishment date are stated in “(10) Financial position and business results in the mostrecent fiscal year.”

4. Summary of business of split division(1) Description of business of split division
Successor company
Nikki Global Kabushiki Kaisha
JGC Plant Innovation Co., Ltd.

Description of business of split division
Overseas EPC business
Domestic EPC business(2) Business results of split division (fiscal year ended March 31, 2019)(1) Overseas EPC business
Overseas EPC
JGC’s results
business(non-consolidated)(a)(b)
Net sales

313,966 million yen(2) Domestic EPC business
Domestic EPCbusiness(a)
Net sales

119,930 million yenRatio(a/b)

434,323 million yen

72.3％

JGC’s results(non-consolidated)
(b)

Ratio
(a/b)

434,323 million yen

27.6％(3) Items and amounts of assets and liabilities to be split off (as of March 31, 2019)(1) Overseas EPC business
AssetsLiabilities
Item
Book value
Item
Book value
Current assets
101,518 million yen
Current liabilities
46,209 million yen
Fixed assets
10,444 million yen
Fixed liabilities
4,496 million yen
Total
111,963 million yen
Total
50,705 million yen(2) Domestic EPC business
AssetsItem
Book value
Current assets
62,151 million yen
Fixed assets
2,178 million yen
Total
64,330 million yen

Liabilities
Item
Current liabilities
Fixed liabilities
TotalBook value
62,858 million yen
1,301 million yen
64,160 million yen(Note) Because the amounts above are calculated based on the balance sheets as of March 31,
2019, the amounts actually succeeded will be amounts adjusted for changes up to theeffective date.

5. Status of JGC after the absorption-type corporate separation (as of October 1, 2019 [planned])
Splitting company
JGC HOLDINGS CORPORATION(1) Company name
(A change in the English company name from the current JGC
CORPORATION is scheduled on October 1, 2019.)(2) Address
2-3-1 Minatomirai, Nishi Ward, Yokohama, Kanagawa Prefecture(3) Position and name ofrepresentative
TBD (an announcement will be made once decided)(4) Description of business(5) Capital(6) Fiscal year end

Proposal of Group strategy, supervision, and management, etc. ofoperating companies
23,511 million yen
March 31

6. Status of successor companies after the absorption-type corporate separation (as of October 1,2019 [planned])
Successor company“Nikki Global Kabushiki Kaisha”(1) Company name
(A registration of the English company name as “JGCCORPORATION” is scheduled on October 1, 2019)(2) Address
2-3-1 Minatomirai, Nishi Ward, Yokohama, Kanagawa Prefecture(3) Position and name ofrepresentative
TBD (an announcement will be made once decided)(4) Description of business(5) Capital(6) Fiscal year end

EPC business for various plants and facilities overseas
1,000 million yen
March 31

(1) Company nameSuccessor company
JGC JAPAN CORPORATION(A change in the English company name from the current JGC
Plant Innovation Co., Ltd.is scheduled on October 1, 2019.)
2-3-1 Minatomirai, Nishi Ward, Yokohama, Kanagawa Prefecture(2) Address(3) Position and name ofrepresentative(4) Description of business(5) Capital(6) Fiscal year end

TBD (an announcement will be made once decided)
EPC business and maintenance business for various plants andfacilities in Japan
1,000 million yen
March 31

7. Future outlook
The absorption-type corporate separation will have a minimal impact on the Company’s
consolidated results. Note that as a result of the absorption-type corporate separation, theCompany’s revenues will mainly consist of dividend income, etc. from JGC Group
companies and the Company’s expenses will mainly consist of functions as a holdingcompany.

8. Group’s structure after transition to a holding company structure (image)(Reference) Consolidated earnings forecasts for the current fiscal year (announced May 14,2019) and business results for the previous fiscal year
(Unit: million yen)
Consolidated
Profit attributable
Consolidated
Consolidated
operatingto owners of thenet sales
ordinary income
incomeparentConsolidated
earnings forecasts forthe current fiscal year
500,000
19,00026,00010,000(Fiscal year ending
March 31, 2020)
Business results forthe previous
fiscal year
619,241
23,24932,30424,005(Fiscal year ended
March 31, 2019)

II. Amendments to Articles of Incorporation
1. Reason for amendments(1) The Company has plans to transition to a holding company structure. As a result, Article
1 (Company Name) of the current Articles of Incorporation will be changed, and Article
2 (Purpose) of the current Articles of Incorporation will also be changed in anticipationof the business the Company and its subsidiaries will be engaged in after the transition
to a holding company structure. In addition, a supplementary provision stating that thesechanges will be effective on October 1, 2019 will be established at the same time.
(2) In an effort to further enhance and stimulate discussions by the Board of Directors, thenumber of directors prescribed in Article 19 (Number of Directors) of the current
Articles of Incorporation will be changed from 15 to 10.
(3) A portion of Article 22 (Directors with Specific Titles) of the current Articles ofIncorporation will be deleted in accordance with the actual state of the businessexecution system through corporate officers.
(4) Because consultants and advisors as prescribed in the Articles of Incorporation will beabolished for the purpose of further strengthening and enhancing corporate governance,
Article 24 (Consultants and Advisors) of the current Articles of Incorporation will bedeleted.
(5) With the enactment of the Act Partially Amending the Companies Act (Law No.90,2014), the scope of directors and auditors with whom a liability limitation agreement
can be entered with has been expanded. So that it is possible to continually promotetalented human resources as directors and auditors and allow them to sufficiently fulfill
the role expected of them in the performance of duties accompanying these changes,Article 31 (Exemption of Directors from Liability) and Article 39 (Exemption ofAuditors from Liability) of the current Articles of Incorporation will be changed. Notethat the approval of the auditors has been gained for the changes to Article 31 of thecurrent Articles of Incorporation.
(6) Accompanying the deletion of an article in (4) above, each article starting from Article
25 of the current Articles of Incorporation will be moved up one article.
(7) Other modifications will also be made to phrasing and wording.

(A comparison table of the new and old Articles of Incorporation is omitted.)