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

May 11, 2023
To whom it may concern
Company NameJGC HOLDINGS CORPORATION

Representative

Masayuki Sato

Chairman and Chief Executive Officer (CEO)(Code number: 1963, Stock Exchange: Tokyo)
Contact

Akihiro Yamagami
Manager, Corporate Communication Group
Strategic Planning Unit
Strategy Planning Office(tel. 81-45-682-8026)

Notice on Introduction of Performance-Linked Stock Compensation System
JGC HOLDINGS CORPORATION resolved at a meeting of its Board of Directors held on May 11, 2023 to review its
executive compensation system and to introduce a performance-linked stock compensation system (the "System"), anddecided to submit a proposal the System to the 127th General Shareholders Meeting scheduled for June 29, 2023 (the"Shareholders' Meeting").
1.

Purpose of introducing this system
The Company's directors’ compensation system(excluding Outside Directors, hereinafter referred to as "ApplicableDirectors") currently consists of three types of compensation: fixed compensation, performance-linked compensation
as a short-term incentive, and restricted stock compensation as a medium- to long-term incentive. The Company has
designed a system in which the ratio of variable compensation, which is a combination of performance-linked
compensation and restricted stock compensation, increases with the degree of performance achievement and position.
As part of the review of executive compensation, the Company has decided to introduce a new system to further
share the benefits and risks of stock price fluctuations with shareholders and to clarify the linkage between thecompensation of Applicable Directors and the Company's performance and share value, and to further increase
incentives for achieving the performance targets set in the Company's medium-term management plan, increasing theCompany's stock price, and improving the Group's medium- to long-term corporate value.
Under this system, monetary claims for the allotment of the Company's common stock will be paid to Applicable
Directors as compensation, and the introduction of this system is subject to the approval of the shareholders for suchpayment at this General Shareholders’ Meeting.
At the 113th General Shareholders Meeting held on June 26, 2009, it was approved that the amount of compensation,
for directors of the Company shall not exceed 690 million yen per year, and at the 123rd General Shareholders Meeting
held on June 27, 2019, it was approved that the compensation for the restricted stock compensation to Applicable
Directors shall be not exceeding 25 million yen per year within the abovementioned amount of compensation. At this
General Shareholders’ Meeting, the Company plans to introduce a new compensation system and seek shareholders'approval to set the annual compensation limit under this system within the abovementioned amount of 690 million yen.

2.

Outline of this program
The newly introduced compensation system is a performance-linked stock compensation system under which theCompany's common stock will be delivered in accordance with the degree of achievement of performance indicators
predetermined by the Company's Board of Directors, and the Company plans to use operating income and net income
1attributable to owners of the parent as the relevant indicators.
Applicable Directors will pay all of the monetary claims paid by the Company under the System as assets contributedin kind and will be issued or disposed of shares of common stock of the Company.
Under this system, in principle, the Board of Directors will determine in advance the performance targets for a certain
performance evaluation period, and shares of the Company's common stock will be delivered after the end of theperformance evaluation period in accordance with the degree of achievement of such performance targets. The total
amount of monetary claims to be paid to Applicable Directors under this system shall not exceed 160 million yen peryear. The total number of shares of the Company's common stock to be issued or disposed of after the end of theperformance evaluation period shall not exceed 236,000 shares per year.
The Board of Directors will determine the specific timing and details of payment to each Applicable Director under
this plan. The amount to be paid per share under this plan will be determined by the Board of Directors based on theclosing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding
the date of each Board of Directors resolution (if no trading is effected on that date, the closing price on the immediatelypreceding trading day), to the extent that such amount is not particularly favorable to Applicable Directors who willsubscribe for such common stock.
The issuance or disposal of the Shares is subject to the execution of a Restricted Share Allotment Agreement between
the Company and Applicable Directors, which includes (i) a prohibition on the transfer of the Shares to third parties,
the establishment of security interests, or any other disposition of the Shares for a certain period of time (the “RestrictedPeriod”) and (ii) the acquisition of the Shares by the Company without consideration upon the occurrence of certainevents.
The Shares will be managed in an exclusive account to be opened by Applicable Director at Nomura Securities Co.,
Ltd. during the Restricted Period so that the Shares may not be transferred, pledged as collateral or otherwise disposedof during the Restricted Period.
Under the system, in addition to applicable directors, the same system as that for Applicable Directors will be
introduced for executive officers who do not concurrently serve as directors of the Company and for directors andexecutive officers of the Company's subsidiaries.
[Reference] Image of changes to the compensation system for directors

present

Compensation for Directors Up to 690 million yen per year
fixed compensation

performancelinkedRS※１
compensation

Remuneration for Directors Up to 690 million yen per year
Afterchange

fixed compensation
fixed compensation※1※2

performancelinked
RS※１
compensation
short term
incentive

this system

Medium- to Long-Term
Incentives

RS：Restricted Stock (Restricted Stock Compensation)
Compensation for outside directors is fixed compensation only, both present and after the change.
2