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.

To whom it may concern:

July 8, 2024
Company name: JGC 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 Issuance of New Shares as Performance Share Unit
JGC HOLDINGS CORPORATION announces that at the Board of Directors meeting held on
July 8, 2024 it was resolved to issue new shares as Performance Share Unit (hereafter, the “issuance of new shares”) as follows:
1.

2.

Overview of the issue(1) Payment dateAugust 6, 2024

(2)Type and number ofshares for issue

37,451 common shares of JGC HOLDINGS(3)

Issue price

1,270 yen per share(4)

Issue value amount(5)

Scheduled recipients

47,562,770 yen- Directors of JGC HOLDINGS’ subsidiary: 22,758 shares for14 directors- Directors of JGC HOLDINGS’ subsidiary (retiree): 859
shares for 1 officer- Executive officers of JGC HOLDINGS’ subsidiary who don’t
currently serve as directors: 13,834 shares for 14 officers(6)

Other matters

A written Securities Registration Statement based on the Financial Instruments and Exchange Act has been submitted forthe issuance of new shares.

Purpose and reasons for issuanceJGC HOLDINGS has introduced a new compensation system for JGC HOLDINGS’s directors (excluding outside directors, hereinafter referred to as “applicable directors”) and executive
officers who do not concurrently serve as directors, as well as directors and executive officersof our subsidiaries (hereinafter collectively referred to as “Applicable directors, etc.”) to sharethe merits and risks of stock price fluctuations with our shareholders more fully, to clarify thelinkage between the compensation of the target directors, etc. and the company’s performanceand the value of our company’s stock, and to further enhance the incentive for achieving theperformance targets set forth in JGC HOLDINGS’s medium-term management plan and forincreasing the stock price and the medium- to long-term corporate value of the JGC Group. At
JGC HOLDINGS’ 127th general shareholders meeting held on June 29, 2023, approval wasgiven to paying monetary claims and money (hereinafter referred to as “performance-linkedstock compensation”) as property for the acquisition of our common stock, to the applicabledirectors under the system at up to 25 million yen per year.
This time, JGC HOLDINGS has decided at the board of directors meeting held on July 8,2024, to issue this new share for 29 directors, etc. by making in-kind contribution of monetaryclaims granted to them as performance-linked stock compensation for one business year endingon March 31, 2024.
In addition, JGC HOLDINGS plans to enter into a restricted stock allocation agreement (hereinafter referred to as “allocation agreement”) with the applicable directors, etc. who are expected to be allotted. The outline of this allocation agreement is as follows in 3.
3.

Overview of the allocation agreement(1) Restricted period: August 6, 2024 to August 5, 2054
During the restricted period prescribed above (hereafter, the “restricted period”), an applicable recipient cannot transfer to a third party, establish the right of pledge on, assign as mortgage,
provide as an inter vivos gift, bequeath, or conduct any other disposition with the restricted
stock allocated to that applicable recipient (hereafter, “allocated stock”).
(2) Removal of restrictions
JGC HOLDINGS shall remove any restrictions on all allocated stock under the condition thatthe applicable recipient occupies the position of director, executive officer, or employee of
JGC HOLDINGS or a subsidiary thereof from the start date of the restricted period continuously.
(3) Handling in case the applicable directors, etc. resign due to the expiration of their term,
mandatory retirement, death, or other legitimate reasons during the restricted period.
During the restricted period, if the applicable directors, etc. resign or retire from any of theabove positions due to the expiration of their term, mandatory retirement, death, or other legitimate reasons, the restriction on all the allocated shares will be removed immediately after
the resignation or retirement.
(4) Gratuitous acquisition of restricted stock
JGC HOLDINGS shall gratuitously acquire all the allocated stock as a matter of course immediately at the point in time if, during restricted period, the applicable directors, etc. violate
any laws or meet certain criteria of the allocation agreement.
(5) Stipulations on the management of shares
The applicable directors, etc. shall open an account at Nomura Securities Co., Ltd. and theallocated shares shall be stored and retained in the dedicated account until the restrictions arereleased, so that they can not be transferred, have a security interest set, or be otherwise disposed of during the restricted period.
(6) Handling of organizational restructuring, etc.

During the restricted period, if a proposal regarding a merger agreement in which JGCHOLDINGS is the non-surviving entity, a stock exchange agreement or stock transfer plan inwhich JGC HOLDINGS becomes a wholly owned subsidiary, or other organizational restructuring, etc. is approved by the general shareholders meeting of JGC HOLDINGS (of JGC
HOLDINGS’ Board of Directors if the approval of the general shareholders meeting of JGC
HOLDINGS is not required for the organizational restructuring, etc.), the restrictions shall beremoved immediately before the business day prior to the effective date of the organizational
restructuring, etc. based on a resolution by JGC HOLDINGS’ Board of Directors.
4.

Basis for calculation of payment amount and the specific details
For the calculation of the payment amount under this system, the number of shares to begranted is based on “3. Overview of the allocation agreement”, and issue price for the issuance of new shares shall be the closing price of 1,270 yen of the common shares of JGC
HOLDINGS at the Tokyo Stock Exchange Prime Market as of the business day immediately
prior to the date of the resolution by JGC HOLDINGS’ Board of Directors (July 5, 2024) fora price that eliminates arbitrariness. As this is the market stock price immediately prior to thedate of the resolution by JGC HOLDINGS’ Board of Directors held on today, it is believed
to be reasonable and to not constitute a particularly favorable price.
-END-