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 11, 2022
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
Group Strategic Planning & Management Development Department(TEL: 81-45-682-8026)

Notice on Issuance of New Shares as Restricted Stock CompensationJGC HOLDINGS CORPORATION announces that at the Board of Directors meeting held on
July 11, 2022 it was resolved to issue new shares as restricted stock compensation (hereafter, the“issuance of new shares”) as follows:
1.

2.

Overview of the issue(1) Payment dateAugust 9, 2022

(2)

Type and number ofshares from issue

73,244 common shares of JGC HOLDINGS(3)

Issue price

1,649 yen per share(4)

Issue amount(5)

Scheduled recipients(6)

Other matters

120,779,356 yen- JGC HOLDINGS’ directors (*):8,333 shares for 3directors*Excluding outside directors- JGC HOLDINGS’ executive officers: 16,597 shares for
11 executive officers- Directors of JGC HOLDINGS’ subsidiary: 12,508 shares for
15 directors- Executive officers of JGC HOLDINGS’ subsidiary: 34,255
shares for 24 officers
Presidents of JGC HOLDINGS’ subsidiary: 1,551 shares for 3
president
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 resolved at its Board of Directors meeting held on May 14, 2019 to introduce a restricted stock compensation system (hereafter, the system) for the purpose of enabling
JGC HOLDINGS’ directors (excluding outside directors, hereafter “applicable directors”) toshare the benefits and risks of stock price fluctuations with shareholders and even further expanding incentives toward an increase in the stock price and medium to long-term improvements in corporate value of the JGC Group. In addition, at JGC HOLDINGS’ 123rd generalshareholders meeting held on June 27, 2019, approval was given to setting the total amount ofmonetary compensation claims paid as compensation, etc. related to restricted stock to theapplicable directors under the system at up to 25 million yen per year, setting 19,800 shares as
the limit for the total number of restricted stock allocated to applicable directors in each fiscal
year, and setting the restricted period for restricted stock as a period of time prescribed by JGCHOLDINGS’ Board of Directors from 3 years to 30 years, etc.
In addition, following the resolution of JGC HOLDINGS’123rd general shareholders meeting to approve the restricted stock compensation on transfer to the subject directors, the Boardof Directors meeting of JGC HOLDINGS decided to introduce the same restricted stock compensation system on transfer to the executive officers of JGC HOLDINGS, the directors of the
JGC HOLDINGS’ major subsidiaries (hereafter, " JGC HOLDINGS' subsidiaries") (*1) at eachgeneral shareholders meeting, and the executive officers and presidents of JGC HOLDINGS'subsidiaries at each Board of Directors meeting of JGC HOLDINGS’ subsidiaries.
It was resolved at the meeting of JGC HOLDINGS’ Board of Directors held on July 11, 2022
that as restricted stock compensation for the period from JGC HOLDINGS’ 126th general meeting of shareholders held on June 29, 2022 to JGC HOLDINGS’ 127th general meeting of shareholders scheduled to be held in June 2023 for applicable directors, as restricted stock compensation for fiscal year 2022 (April 1, 2022 to March 31, 2023) for JGC HOLDINGS’ executiveofficers, as restricted compensation for the period from JGC HOLDINGS' subsidiaries’ eachgeneral meeting of shareholders held in June 2022 to JGC HOLDINGS' subsidiaries’ each general meeting of shareholders scheduled to be held in June 2023 for applicable directors, asrestricted stock compensation for fiscal year 2022 (April 1, 2022 to March 31, 2023) for JGC
HOLDINGS' subsidiaries’ each executive officers and presidents, (*2)73,244 common sharesof JGC HOLDINGS would be allocated as special restricted stock to the scheduled recipients
consisting of 3 applicable directors, 11 of JGC HOLDINGS’ executive officers, 15 directors,
24 executive officers and 3 president of each of JGC HOLDINGS' subsidiaries, (hereafter, “applicable recipients”) in response to the applicable recipients’ investment in kind to JGC HOLDINGS of a total of 120,779,356 yen as all of the monetary compensation claims provided by
JGC HOLDINGS. The amount of monetary compensation claims for the applicable recipientsshall be determined after taking into comprehensive consideration the degree of contribution
by each applicable recipient at the JGC Group. Note that the monetary compensation claims
will be provided under the condition that the applicable recipient signs a restricted stock allocation agreement (hereafter, “allocation agreement”) with JGC HOLDINGS that generally includes the contents prescribed below.
In addition, the restricted period shall be 30 years so that the purpose of the introduction of
the system of enabling applicable recipients to share the benefits and risks of stock price fluctuations with shareholders and even further expanding incentives toward an increase in thestock price and medium to long-term improvements in corporate value of the JGC Group canbe achieved for as long as possible.
(*1) JGC CORPORATION, JGC JAPAN CORPORATION, JGC Catalysts and ChemicalsLtd., JAPAN FINE CERAMICS CO., LTD., JAPAN NUS Co., Ltd.
(*2) JGC HOLDINGS will allocate shares of its common stock to one executive officer of
JGC CORPORATION as restricted stock compensation for three fiscal years (April 1, 2020 toMarch 31, 2023).
3.

Overview of the allocation agreement

(1) Restricted period: August 9, 2022 to August 8, 2052
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 asmortgage, provide as an inter vivos gift, bequeath, or conduct any other disposition with therestricted stock allocated to that applicable recipient (hereafter, “allocated stock”).
(2) Gratuitous acquisition of restricted stock
Should an applicable recipient resign or retire from the position of director, executive officer, president, or employee of JGC HOLDINGS or a subsidiary of JGC HOLDINGS fromthe start date of the restricted period until the day prior to the date of the first general shareholders meeting of JGC HOLDINGS held after that (if the applicable recipient is an executive officer of JGC HOLDINGS, until the day prior to the end of JGC HOLDINGS’ firstfiscal year after that; if the applicable recipient is a director of JGC HOLDINGS’ subsidiary,
until the day prior to the date of the first general shareholders meeting of JGC HOLDINGS’subsidiary held after that; if the applicable recipient is an executive officer or president ofJGC HOLDINGS’ subsidiary, until the day prior to the end of JGC HOLDINGS’ subsidiary’s
first fiscal year after that), JGC HOLDINGS shall gratuitously acquire all allocated stock asa matter of course as of the date of resignation or retirement, excluding cases in which JGCHOLDINGS’ Board of Directors deems there to be a legitimate reason.
In addition, if there is allocated stock for which restrictions have not been removed basedon reasons for removal of restrictions stipulated in (3) below as of the completion of therestricted period (hereafter, “completion of the restricted period”), JGC HOLDINGS shallgratuitously acquire this stock as a matter of course immediately following the completionof the restricted period.
(3) Removal of restrictions
JGC HOLDINGS shall remove any restrictions on all allocated stock held by the applicable recipient at that time as of the completion of the restricted period, under the condition
that the applicable recipient occupies the position of director, executive officer, president or
employee of JGC HOLDINGS or a subsidiary thereof from the start date of the restrictedperiod continuously until the date of the first general shareholders meeting of JGC HOLDINGS held after that (if the applicable recipient is an executive officer of JGC HOLDINGS,
until the end of JGC HOLDINGS’ first fiscal year after that; if the applicable recipient is adirector of JGC HOLDINGS’ subsidiary, until the date of the first general shareholders meeting of JGC HOLDINGS’ subsidiary held after that; and if the applicable recipient is an executive officer or president of JGC HOLDINGS’ subsidiary, until the end of JGC HOLDINGS’ subsidiary’s first fiscal year after that). However, should the applicable recipient resign or retire from the position of director, executive officer, president or employee of JGC
HOLDINGS or a subsidiary thereof before the completion of the restricted period for a reason deemed legitimate by JGC HOLDINGS’ Board of Directors, restrictions shall be released
immediately following resignation or retirement for the amount of allocated stock calculatedby dividing the number of months from July 2022 (from April 2022 if the applicable recipientis an executive officer of JGC HOLDINGS; from July 2022 if the applicable recipient is adirector of JGC HOLDINGS’ subsidiary and from April 2022 if the applicable recipient is
an executive officer or president of JGC HOLDINGS’ subsidiary) to the month including theday the applicable recipient resigned or retired from the position of director, executive officer,president or employee of JGC HOLDINGS or a subsidiary thereof by 12 (if, however, theresult of calculation is greater than 1, 1 shall be used), and multiplying that figure by thenumber of allocated shares held by the applicable recipient at that time (fractions of less than
one share that arise as a result of this calculation are to be rounded down to the nearest share).
(4) Stipulations on the management of shares
An applicable recipient shall open an account stating or registering the allocated sharesthrough a method designated by JGC HOLDINGS at SMBC Nikko Securities Inc., and theallocated shares shall be stored and retained in that account until the restrictions are released.
(5) Handling of organizational restructuring, etc.
If a proposal regarding a merger agreement in which JGC HOLDINGS is the non-surviving entity, a stock exchange agreement or stock transfer plan in which JGC HOLDINGS
becomes a wholly owned subsidiary, or other organizational restructuring, etc. is approvedby the general shareholders meeting of JGC HOLDINGS (of JGC HOLDINGS’ Board ofDirectors if the approval of the general shareholders meeting of JGC HOLDINGS is not
required for the organizational restructuring, etc.) during the restricted period, the restrictions
shall be removed 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 for the amount of allocated stock calculated by dividing the number of months from July
2022 (from April 2022 if the applicable recipient is an executive officer of JGC HOLDINGS;
from July 2022 if the applicable recipient is a director of JGC HOLDINGS’ subsidiary andfrom April 2022 if the applicable recipient is an executive officer or president of JGC HOLDINGS’ subsidiary) to the month including the approval date by 12 (if, however, the result ofcalculation is greater than 1, 1 shall be used) and multiplying that figure by the number of
allocated shares held by the applicable recipient at that time (fractions of less than one sharethat arise as a result of this calculation are to be rounded down to the nearest share).
In that case, JGC HOLDINGS shall gratuitously acquire as a matter of course all of theallocated stock on which the transfer restrictions have not been released as of the business
day prior to the date on which the reorganization, etc. becomes effective based on the provisions above.
4.

Basis for calculation of payment amount and the specific details
The issue price for the issuance of new shares shall be the closing price of 1,649 yen of thecommon shares of JGC HOLDINGS at the Tokyo Stock Exchange as of the business day immediately prior to the date of the resolution by JGC HOLDINGS’ Board of Directors (July 8,2022) for a price that eliminates arbitrariness. As this is the market stock price immediately
prior to the date of the resolution by JGC HOLDINGS’ Board of Directors, it is believed to bereasonable and to not constitute a particularly favorable price.