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

July 7, 2021
To whom it may concern:
Company Name: JGC HOLDINGS CORPORATION
Representative:

Masayuki Sato
Chairman and CEO(Code Number: 1963; Stock Exchange: Tokyo)
Contact:

Akihiro Yamagami

Manager, Corporate Communication Group
Group Management Development Dept.
(TEL: 81-45-682-8026)

Announcement Regarding Basic Agreement toward Transfer ofCeramics Business to SubsidiaryJGC Holdings Corporation announced today that its consolidated subsidiary Japan Fine Ceramics Co.,
Ltd. (“JFC”), a functional materials manufacturing company in the JGC Group, concluded a basic
agreement with Showa Denko Materials Co., Ltd. (“SDMC”), to hold discussions toward the transfer
of SDMC’s ceramics business (“the business”) to JFC.
Going forward, JFC will pursue talks on contract terms with the goal of concluding a final contract
for the business transfer with SDMC in September 2021.
1.

Reason for Basic Agreement toward the Business Transfer
JFC plays a role in expansion of manufacturing business for high-performance functional
materials, one of the key strategies in the JGC Group’s new medium-term business plan “BSP2025.”

JFC manufactures and sells ceramics and metal matrix composites (MMC) for generalindustrial machinery, semiconductor and liquid crystal manufacturing equipment, and thin film
integrated circuit substrates for high-speed communications as its core products. It is also working
to expand its high-thermal-conductivity silicon nitride substrate business for power semiconductors.
Meanwhile, the business currently owned by SDMC provides high-density silicon carbide(SiC) ceramics, alumina ceramics, and zirconia-toughened alumina ceramics for applications
including automobiles, semiconductors, and industrial machinery.

Thanks to their physicalproperties, these products have been applied in components such as cooling water pump seals forautomotive engines and precise positioning components for equipment used in the semiconductor
manufacturing process.
JFC keenly examined the business transfer as one of various options for realizing sustainablegrowth into the future and made the decision to enter full-scale discussions upon determining thatcombining its material and processing technologies for non-oxide ceramics with SDMC’s mass-

production and material technologies would increase the feasibility of developing new products ingrowing fields such as semiconductors and next-generation vehicles.
The impact of the business transfer on JGC Holdings Corporation’s consolidated financial
results for the fiscal year ending in March 2022 will be minimal. If items that must be disclosed
emerge due to future progress, etc., they will be disclosed in a timely manner.

2.

Outline of Transferor (as of July 7, 2021)(1)Company Name

Showa Denko Materials Co., Ltd.

(2)

Address of HeadOffice

1-9-2 Marunouchi, Chiyoda-ku, Tokyo(3)

Name and Title ofRepresentative

Hisashi Maruyama, President and CEO(4)Lines of Business

Manufacturing, processing, and sales of functional materials as well as
advanced components and systems(5)

Capital15,454 million yen(6)Date ofEstablishment

October 10, 1962

(7)

Main Shareholders
and Shareholding
Ratio

HC Holdings K.K., 100.0%(8)

Relationship withJGC Holdings
Corporation

3.

Capital relationshipNo relevant items

Personal relationshipNo relevant items

Business relationship

JFC and SDMC have a record oftransactions.

Relevant status of relatedparties

No relevant items

Outline of Transferee (as of July 7, 2021)(1)

Company NameJapan Fine Ceramics Co., Ltd.

(2)

Address of HeadOffice3-10 Akedori, Izumi-ku, Sendai City, Miyagi Prefecture(3)

Name and Title ofRepresentative

Hiroshi Tanaka, Representative Director and President(4)Lines of Business

Manufacturing and sales of fine ceramics made from materials such assilicon carbide and silicon nitride, exclusive metal matrix composites(MMC), and ceramic substrates for formation of thin film integrated
circuits

(5)Capital

300 million yen(6)Date ofEstablishment

April 1984
JGC Holdings Corporation, 100.0%(7)

Main Shareholders
and Shareholding
Ratio

4.

Schedule

Conclusion of Final Contract:

September 2021 (tentative)

Transfer of Business Effective:

TBD