Securities Code: 1963
June 5, 2014
JGC CORPORATION
2-2-1, Ohtemachi, Chiyoda-ku
Tokyo 100-0004, Japan
Keisuke Takeuchi
Chairman and Representative Director
To the Shareholders of JGC CORPORATION (the “Company”)

NOTICE OF THE 118th ORDINARY
GENERAL SHAREHOLDERS’ MEETINGYour attendance is respectfully requested at the 118th Ordinary General Shareholders’ Meeting to beheld as stated below.
In the event that you are unable to attend, you may exercise your voting rights in either of thefollowing methods. In this case, please review the attached reference documents and exercise yourvoting rights by 6 p.m., Thursday, June 26, 2014.
- In writing:
Please indicate your approval or disapproval on the enclosed Certificate for the Exercise of Voting
Rights and return it to the Company so that it can reach the Company by the above deadline.
- Via the Internet:
Please read “Exercise of Voting Rights via Electronic Voting Platform” on page 11 and exercise yourvoting rights by the above deadline.
Details
1. Date and time:
2. Location:

Friday, June 27, 2014, at 10:00 a.m. (Opening time: 9:00 a.m.)
Meeting Room of JGC CORPORATION
Queen’s Tower A, 6th floor
2-3-1, Minato Mirai, Nishi-ku
Yokohama, Kanagawa, Japan

3. Agenda:
Items to Report:
1.

2.

Business Report, Consolidated Financial Statements and the Independent
Auditors’ and the Audit & Supervisory Boards’ Reports on Consolidated
Financial Statements for the 118th fiscal period from April 1, 2013 to March31, 2014.
Non-Consolidated Financial Statements for the 118th fiscal period fromApril 1, 2013 to March 31, 2014.

Items for Resolution:
1. Approval of Appropriation of Retained Earnings
2. Appointment of 10 Directors
3. Appointment of 1 Audit & Supervisory Board Member1(Notification)■
Attendees are kindly requested to submit their Certificate for the Exercise of Voting Rights to thereception desk staff on the day of the meeting.
■If any amendment is made to the Reference Documents for the General Shareholders’ Meeting,the Business Report, the Consolidated and/or the Non-Consolidated Financial Statements, theamended information will be disclosed on the Company’s Web site (http://www.jgc.com /).

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Items for Resolution and Reference Material
1. Approval of Appropriation of Retained Earnings
The Company has established the dividend policy by taking into consideration profit sharing withshareholders, strengthening our capital base, expanding of our business fields and investing so as toincrease our technological advantage, aiming for a dividend payout ratio of 25% of current net profit
on a consolidated basis.
In accordance with this dividend policy, the Company proposes to appropriate retained earnings in
the following way:
1. Items relating to fiscal year-end dividends(1) Type of dividend
Cash(2) Dividend amount to be allocated
Per share of common stock:¥46.50Total:¥11,737,212,266(3) Effective date of dividends from retained earnings
June 30, 2014
2. Items relating to the appropriation of retained earnings(1) Item and amount of increase in retained earnings
General reserve:¥31,000,000,000(2) Item and amount of decrease in retained earnings
Retained earnings brought forward: ¥31,000,000,000[Reference] Basic policy on the appropriation of profits
1. Dividend policy
The Company is committed to enhancing corporate value by developing its global businesses,
while placing management priority on returning profits to shareholders.
With regard to a specific dividend policy, the Company has a policy of appropriating profits bysetting a medium-to long-term target dividend payout ratio, considering strengthening our capital base,
expanding of our business fields and investing so as to increase our technological advantage, while
linking the dividend to the performance of the Company for each period to ensure profits areappropriately returned to shareholders.
In the medium-term management plan “NEW HORIZON 2015” for the period of five years fromfiscal 2011, the dividend payout ratio is aimed for 25% of current net profit on a consolidated basis
because the Company is committed to enhancing its corporate value as the Company and its groupcompanies (the “JGC Group”) by strengthening domestic subsidiaries and increasing the scale ofbusiness investment and service businesses, as well as developing its core Engineering, Procurement
and Construction (EPC) businesses.

32. Basic principles for equity ratio and retained earnings
For EPC businesses, the core businesses of the Company, there is an increasing number of projects
whose orders exceed 100 billion yen, which is in line with the recent trend of an increase in large-scaleprojects. Therefore, it is increasingly important for the Company to establish a solid financial base, as
well as to enhance its equity capital so that it is not affected by changes in the financial markets, toobtain the trust of its customers and to operate projects smoothly. For these purposes, into theforeseeable future, JGC Group aims to maintain a stable equity capital ratio of 50% or higher byflexibly responding to the changing environment surrounding its businesses.
Retained earnings will be used effectively as capital to bring further growth to the Company bystrengthening and expanding the EPC businesses, establishment of project execution base,developing new technologies, and increasing business investment and service businesses, based on themedium-term management plan starting from fiscal 2011, while giving consideration to the businesstrends mentioned above.

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2. Appointment of 10 Directors
At the conclusion of the 118th Ordinary General Shareholders’ Meeting, the tenure of office ofall 15 directors will expire. Accordingly, in conjunction with the expansion of the Company’s
executive officer system for the purpose of further strengthening business execution functions andachieving greater agility in management decision making, the Company proposes that the numberof directors be reduced by five and that the following 10 nominees be appointed as directors.
The candidates for appointment as director are as follows:
Name(Date of Birth)

Career Summary, Status, Responsibility or
Significant Positions Concurrently Held
Apr. 1979
Jul. 2006

Masayuki SatoJul.

2009

Jul.

2010

Term of office as a Director: Jul.
4 yearsJun.
(As of the conclusion of this2011(May 18, 1955)
Reappointment

1

Ordinary General Shareholders’Meeting)

2012

Apr. 2013

Apr. 1982
Jul. 1997
Jul.

Koichi Kawana

2001

May 2004(April 23, 1958)
Reappointment

2Jul.

2006

Term of office as a Director: Jul.
5 years

2007(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Aug. 2007
Jul.

2009

Jul.
Jul.
Jun.

2010
2011
2012

Company Shares
Held

Joined JGC CORPORATION
General Manager, Finance & Accounting Division,and Senior Manager, Project Financial Control Department
Executive Officer, General Manager, Finance & Accounting
Division
Director and CFO, Senior General Manager,
Finance & Accounting Division
Managing Director and CFO, Senior General Manager,
Corporate Administrative & Financial Affairs DivisionExecutive Vice President and CFO, Senior General
Manager, Corporate Administrative & Financial Affairs
Division
Executive Vice President and CFO, Senior GeneralManager, Corporate Administrative & Financial Affairs
Division and Senior Manager, Security Management
Office (current post)

7,000
sharesJoined JGC CORPORATION
Senior Manager, Abu Dhabi Office and Kuwait Office,Business Development Division
Senior Manager, London Office, Sales Division,
No.1 Project Division
Senior Manager, Project Investment Promotion
Department, Business Development & Promotion Division,
Global Marketing Division
General Manager, Business Development & Promotion
Division, Global Marketing DivisionExecutive Officer, General Manager, Business
Development & Promotion Division, Global Marketing
Division
Executive Officer, Senior General Manager,
Business Development & Promotion Division,
Global Marketing Division
Managing Director, Senior General Manager, Global
Marketing Division
Executive Vice President, Representative Director
President and COO, Representative Director
President and Representative Director (current post)

15,000shares

5

Name
(Date of Birth)

Career Summary, Status, Responsibility or
Significant Positions Concurrently Held
Apr. 1972
Apr. 1999

Tadashi Ishizuka(October 3, 1951)
Reappointment

3Jul.

2003

Jul.

2004

Jun. 2005
Term of office as a Director:
6 years
Aug. 2007(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Jun.

2008

Jul.
Jun.
Jun.

2008
2010
2011

Apr. 1978
Aug. 2004

Yutaka Yamazaki(February 22, 1953)
Reappointment

4

Jun.

2005

Jul.
Jun.

2005
2006

Term of office as a Director: Aug. 2007
9 years(As of the conclusion of thisJul. 2009
Ordinary General Shareholders’Meeting)

Jun.

2011

Jul.

2012

Jul.

2013

Company Shares
Held

Joined JGC CORPORATION
Senior Manager, Construction Department,
No. 1 Project Division
General Manager, Energy Plant Division, Energy ProjectDivision
Executive Officer, General Manager, Energy Project
Division
Senior Executive Officer, General Manager,
Energy Project Division
Senior Executive Officer, Senior General Manager,
Project Operation Services Division
Managing Director, Senior General Manager,
Project Operation Services Division
Managing Director
Senior Managing Director
Executive Vice President, Director (current post)

16,000sharesJoined JGC CORPORATION
Senior General Manager, Energy Plant Division,
Energy Project Division
Director, Senior General Manager, Energy Plant Division,
Energy Project Division
Director, Senior General Manager, Engineering Division
Managing Director, Senior General Manager,
Engineering Division
Managing Director and CIO, Senior General Manager,
Technology & Engineering Division
Managing Director, Senior General Manager,
International Project Division
Senior Managing Director, Senior General Manager,
International Project Division
Senior Managing Director, Senior General Manager,
International Project Division
Executive Vice President, Director (current post)

27,270shares6Name(Date of Birth)

Career Summary, Status, Responsibility or
Significant Positions Concurrently Held
Apr. 1977
Apr. 2000
May 2005

Tsutomu Akabane

Jul.

2007

(March 10, 1955)
Reappointment

5

Term of office as a Director:
5 years
Jul.

2009

Jul.

2010

Jul.

2012

Jul.

2013

(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Hideaki Miura(October 17, 1951)Reappointment

6Aug. 2007

Apr. 1975
Jul. 2003
Jul.

Aug. 2007

Term of office as a Director:Jul.
5 years(As of the conclusion of thisOrdinary General Shareholders’Meeting)

2007

2008

Jul.

2009

Jun.

2011

Apr. 1980
Jun. 1998
Apr. 2005

Satoshi Sato

Jan.

2008

Jul.

2010

Term of office as a Director: Jan.
3 years

2011(August 19, 1957)
Reappointment

7(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Jun.

2011

Jul.

2012

Jul.

2013

Company Shares
Held

Joined JGC CORPORATION
Project Manager, MLNG TIGA Project Team,Project Division, No. 1 Project Division
Deputy Project Director, Pearl GTL Project PMC
Overseas Project Department, Energy Plant Division,
Energy Project Division
Executive Officer and Deputy Project Director ,Pearl GTL Project PMC, Overseas Project Department,
Energy Project Division
Executive Officer, General Manager,
No. 1 Project Division and Deputy Project Director,
Pearl GTL Project PMCDirector, Deputy General Manager, International ProjectDivision, Deputy Project Director, Pearl GTL Project PMC
Managing Director, General Manager, International ProjectDivision, Deputy Project Director, Pearl GTL Project PMC
Senior Managing Director, General Manager,
International Project Division, and Senior Manager,
Ichthys Division, International Project Division,
Working Project Sponsor, Ichthys LNG ProjectSenior Managing Director, Senior General Manager, No.2
Project Division and Senior Manager, Ichthys Division,
No.2 Project Division (current post)

17,000sharesJoined JGC CORPORATION
Senior Manager, Control Engineering Department,
Engineering Division
Executive Officer, Deputy General Manager, EngineeringDivision
Executive Officer, General Manager, Engineering Division,
Technology & Engineering Division
Senior Executive Officer, General Manager, Technology &Engineering Division, and General Manager,
Engineering Division, Technology & Engineering Division
Managing Director and CIO, Senior General Manager,
Engineering Division
Managing Director, Senior General Manager,
Engineering Division (current post)

10,000sharesJoined JGC CORPORATION
Project Manager, Seraya-2 Project,No.2 Project Management Department, No.1 ProjectDivision
Project Manager, Hawiyah NGL Recovery Project,Overseas Project Department, Energy Plant Division,Energy Project Division
Project Director, NCP Project,
Project No.2 Department, No.1 Project Division
Executive Officer, General Manager,
International Project Division, Project Director, NCP
Project
Executive Officer, General Manager,
International Project Division,Project Director, Barzan Onshore ProjectDirector, General Manager, International Project Division,Project Director, Barzan Onshore ProjectManaging Director, General Manager, International
Project Division, and Senior General Manager, ProjectDivision, International Project Division,Project Director, Barzan Onshore ProjectManaging Director, Senior General Manager, No.1 ProjectDivision and Project Director, Barzan Onshore Project(current post)

4,000
shares7Name(Date of Birth)

Hiroyuki Miyoshi(March 21, 1959)

Career Summary, Status, Responsibility or
Significant Positions Concurrently Held

Apr. 1982
Sep. 2004

Reappointment

8Jul.

2008

Term of office as a Director:Jul.
1 year2012(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Jul.

2013

Apr. 1978
Jun.

9

Masanori Suzuki(October 9, 1954)
New Appointment

2004

Dec. 2005

Jul.

2007

Jul.

2008

Jul. 2010
Aug. 2011
Oct. 2013

Company Shares
Held

Joined JGC CORPORATION
Project Manager, East Area Project, Overseas ProjectDepartment, Energy Plant Division, Energy Project
Division
Project Director, Manifa Project, Project No.1Department, No.1 Project Division
Executive Officer, General Manager, Project Division,
International Project Division,and Senior Manager, Project Division, International
Project Division, Project Director, Manifa Project
Director, General Manager, No.1 Project Division andProject Director, Manifa Project (current post)

1,000
sharesJoined the Ministry of International Trade and Industry,or MITI (currently the Ministry of Economy, Trade andIndustry, or METI)
Director-General, Business Environment Department,
Small and Medium Enterprise Agency
Deputy Secretary General, Office of Promotion ofReform of Special Corporations, etc., Secretariat of theHeadquarters for the Promotion of Administrative
Reform, Cabinet Secretariat
Vice Director-General for Nuclear and Industrial Safety
AgencyDirector-General, Industrial Science and Technology
Policy and Environment Bureau
Director-General, Manufacturing Industries Bureau
Commissioner, Small and Medium Enterprise Agency
Adviser, JGC CORPORATION (current post)

0share8Name(Date of Birth)

Career Summary, Status, Responsibility or
Significant Positions Concurrently Held

Candidate for
an Outside Director

Apr.
Apr.

Shigeru EndoFeb.

(October 16, 1948)

Aug.

Reappointment

10Term of office as a Director:
Mar.
1 year(As of the conclusion of thisOrdinary General Shareholders’Meeting)

Jul.

Oct.
Percentage of attendance at Jun.
Board of Directors’ Meetings Jun.
during the 118th fiscal period:
Apr.
100%(18/18 times)

Company Shares
Held

1974 Joined the Ministry of Foreign Affairs
2001 Director-General, Middle Eastern and African Affairs
Bureau2002 Director-General, Consular and Migration Affairs
Department
2003 Ambassador to The Permanent Mission of Japan to theUnited Nations and Other International Organizations inGeneva and Consul General, Consulate General of Japanin Geneva
2007 Ambassador extraordinary and plenipotentiary to theRepublic of Tunisia
2009 Ambassador extraordinary and plenipotentiary to Saudi
Arabia2012 Retired from the Ministry of Foreign Affairs
2013 Outside Director, JGC CORPORATION (current post)2013 Outside Director, IINO KAIUN KAISHA, LTD. (currentpost)2014 Special Assistant to the Minister for Foreign Affairs(current post)

Notes: 1. There is no particular interest between any of the candidates and the Company.
2. Term of office refers to the number of consecutive years from the time of the latest
appointment as a Director until the conclusion of this Ordinary General Shareholders’Meeting.
3. Masanori Suzuki will assume the office of Outside Director of NAGANO KEIKI CO., LTD.
with approval at its Ordinary General Shareholders’ Meeting to be held in June 2014.
4. Shigeru Endo is a candidate for an Outside Director.
5. Reasons for nominating Shigeru Endo as an Outside Director, limitation of a liability contract,
the number of years from the time of appointment as Director of the Company and thepercentage of attendance at Board of Directors’ Meetings.
(1) Reasons for nominating him as an Outside Director
Shigeru Endo is nominated as an Outside Director because the Company expects that hewould be able to perform his expected duties as an Outside Director appropriately. TheCompany believes he would do so by making the most of his affluent international
experience and knowledge accumulated in his career as a diplomat, providing accurate advice
and opinions for the management and business of the Company and exerting a supervisory
function from an independent standpoint even though he does not have experience being
directly involved in corporate management. He satisfies the requirements of an Independent
Executive pursuant to the provision of the Tokyo Stock Exchange, and if his nomination ascandidate is approved, the Company will continue to designate him as an IndependentExecutive.
(2) Limitation of a liability contract with an Outside Director
The Company signed a contract with Shigeru Endo to limit the liability for damages stipulated
in Article 423, Paragraph 1 of the Companies Act pursuant to the Articles of Incorporationof the Company so that the Outside Director can perform his expected duties sufficiently. If
the nomination of the candidate is approved, the Company will continue this contract.
The maximum amount of liability for damages under the relevant contract is the minimumamount of liability set forth in the law.
90share(3) Number of years from the time of appointment as director of the Company
Shigeru Endo is currently an Outside Director of the Company and his term of office will be
one year at the conclusion of the 118th Ordinary General Shareholders’ Meeting.
(4) Percentage of attendance at Board of Directors’ Meetings
Shigeru Endo’s percentage of attendance at Board of Directors’ Meeting during the 118th
fiscal period was 100% (18/18 times). He was newly elected as director of the Company atthe 117th Ordinary General Shareholders’ Meeting held on June 27, 2013, and he assumed theoffice at that time. The status of his attendance at Board of Directors’ Meetings pertains tothe meetings held on and after June 27, 2013.

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3. Appointment of 1 Audit & Supervisory Board Member
Masaru Yamamoto, who served as Audit & Supervisory Board Member of the Company, passed
away on May 16, 2013. With this vacancy, the Company requests the election of one Audit &Supervisory Board Member.
In accordance with the Articles of Incorporation, the tenure of the nominee of the Audit &Supervisory Board Member will be until the tenure of the resigned Audit & Supervisory Board
Member expires.
The Auditor & Supervisory Board has agreed on this item.
The candidate for appointment as an Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Career Summary, Status or
Significant Positions Concurrently Held
Apr. 1981

Candidate forApr. 1991
an Outside Audit &Supervisory Board Member
Apr. 1996
Dec. 1999
Koichi Ohno
Jul. 2007(November 1, 1947)
New appointment

Mar. 2009
Dec. 2009

Assistant Professor, Kanto Gakuin University College ofEconomics
Professor, Kanto Gakuin University College of Economics (currentpost)
Dean, Kanto Gakuin University College of Economics
President, Kanto Gakuin University
Council Member, The Japanese Institute of Certified Public
Accountants
Chairman, Yokohama Municipal Committee on Management
Reform of Affiliated Organizations, etc.
President, Kanto Gakuin UniversityCompany
Shares Held

0
share

Notes: 1. Koichi Ohno is a candidate for an Outside Audit & Supervisory Board Member.
2. There is no particular interest between Koichi Ohno and the Company.
3. Reasons for nominating Koichi Ohno as an Outside Audit & Supervisory Board Member andlimitation of a liability contract.
(1) Reasons for nominating him as an Outside Audit & Supervisory Board Member
Although Koichi Ohno has not been involved in corporate management directly, he isnominated as an Outside Audit & Supervisory Board Member because the Company expects
that he would be able to perform his expected duties as an Outside Audit & Supervisory
Board Member from a subjective viewpoint by making the most of his extensive academic
experience as an expert in the study of accounting. He satisfies the requirements of an
Independent Executive pursuant to the provision of the Tokyo Stock Exchange and if hisnomination as candidate is approved, the Company will designate him as an IndependentExecutive.
(2) Limitation of a liability contract with an Outside Audit & Supervisory Board Member
The Company plans to sign a contract with Koichi Ohno to limit the liability for damages
stipulated in Article 423, Paragraph 1 of the Companies Act pursuant to the Articles ofIncorporation of the Company so that the Outside Audit & Supervisory Board Member canperform his expected duties sufficiently, if the nomination of the candidate is approved.
The maximum amount of liability for damages under the relevant contract is the minimumamount of liability set forth in the law.

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