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.

February 10, 2023
To whom it may concern:
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 Regarding Treasury Share Repurchase and the Purchase of Treasury Sharesthrough the Off-Auction Share Repurchase Trading (ToSTNeT-3) System(Repurchase of Treasury Shares Based on the Stipulations of Article 165, Clause 2 of the Companies Act, andRepurchase of Treasury Shares through a Fully Committed Share Repurchase (Japanese ASR))
JGC Holdings Corporation (the “Company”) hereby announces that it has passed a resolution at theBoard of Directors’ meeting on February 10, 2023 establishing that it will execute a treasury share
repurchase in accordance with Article 156 of the Companies Act, which will be applied mutatis mutandispursuant to Article 165, Clause 3 of the same Act. The resolution also identifies the specific method that
the Company will employ to implement this repurchase.
1．Reason for Treasury Share Acquisition
In accordance with the Company’s Medium-Term Management Plan "Building a Sustainable
Planetary Infrastructure 2025 (BSP2025)," taking into consideration the business outlook, cash flow andother conditions, the Company intends to enhance returns to shareholders by repurchasing its own shares.
2．Acquisition method
The Company will commission the purchase through the Tokyo Stock Exchange’s off-auction sharerepurchase trading (ToSTNet-3) system at 8:45AM on February 13, 2023, at today’s February 10, 2023
closing price (including the final special quote) of ¥1,657 (the “benchmark price”), acquiring ¥20,000
milions (the “anticipated monetary sum of the acquisition”) worth of treasury shares. (No other trading
system will be used, and there will be no change to the trading time.) This purchase order will only bemade during that time.
Nomura Securities Co., Ltd. (“Nomura Securities”) is scheduled to place a sell order of 12,070,000
shares for this acquisition (the “anticipated number of shares acquired”), but as explained below, theThis document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

1shares obtained from Nomura Securities will be adjusted at a later date using the Company’s stock sothat the actual purchase price will be equal to the average price of the Company stock over a specified
period of time (to be explained in further detail below). As such, the final number of shares repurchased
may fluctuate.
3．Details of the repurchase(1)

Class of shares to be acquired

Ordinary shares of the Company(2)

Total number of shares to be

12,070,000 sharesacquired(4.77% of all shares outstanding (excluding treasury shares))(3)

Total monetary sum of the¥19,999,990,000

acquisition(4)

Announcement of results

The results of the repurchase will be announced at 8:45AM
following the end of the transaction.

(Note 1) The number of shares will not change. Depending on market trend and other similar factors, the Company may not
go through with some or all of the repurchase.
(Note 2) The purchase will be executed through a matching sell order for the anticipated number of shares acquired.

(Reference) Total number of shares outstanding and number of treasury shares as of December 31, 2022
Total number of shares outstanding(excluding treasury stock)252,659,414 shares

Number of treasury stock

6,750,512 shares

4．Fully Committed Share Repurchase (FCSR, also “Japanese ASR”)
The Company’s goal heading into this repurchase is to ensure that it can acquire ¥20,000 milions worthof treasury shares, and the Company has concluded that the FCSR method proposed by Nomura Securities(the “Method”) is the best path for satisfying this need.
Among the methods of acquiring treasury stock through market purchases, there are various schemes
to acquire treasury stock through regular trading sessions, such as the Company placing individual orders,the use of discretionary account transactions by securities companies, and the use of trust companies.
However, when the Company intends to acquire treasury stock at the size of the anticipated acquisition
price, considering the Company’s trading volume in the stock market, it is assumed that these methods will
require a certain period of time before the completion of the share repurchase.
Unlike the above method, when purchase orders are placed under ToSTNeT-3 via agency transactions,the transaction is completed in a day, but depending on the volume of sell orders placed by shareholders, it
may not be possible to repurchase the desired amount of treasury stock.
Employing the Method will allow the repurchase to be completed in a day. Furthermore, if the sellorders placed by shareholders fall below the anticipated monetary sum, in order to make up for the shortfall,
Nomura will issue a sell order after borrowing the Company’s stock from the Company shareholders,This document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

2thereby ensuring that the Company will be able to repurchase its treasury shares for the anticipatedmonetary sum. Because Nomura Securities’ stock borrowing will take place after this disclosure, themonetary amount of the sell order is not currently known. However, Nomura has indicated that they shouldbe able to place a sufficient sell order so that the Company can repurchase the anticipated number of treasury
shares.
There have been similar transactions in the United States, and this Japanese ASR is a new endeavor in
the Japanese market. Interested parties are encouraged to fully understand the details of the Method outlinedin this release, as well as the notices regarding the issuance of warrants, which will be disclosed on theCompany’s website.
Information regarding Nomura Securities’ sell order will also be announced on the Tokyo Stock
Exchange website (https://www.jpx.co.jp/markets/public/short-selling/index.html)<Outline of the Method>
On February 13, 2023, the Company will execute a repurchase of its treasury shares through ToSTNet-3
at the benchmark per-share price for the anticipated number of shares and anticipated monetary sum (the“Purchase”).
To implement the Purchase, following this disclosure, Nomura Securities will borrow shares of theCompany’s stock from the Company’s shareholders and place a sell order. This should enable the Company
to acquire the anticipated number of treasury shares even if the Purchase does not elicit sell orders from theshareholders. Because ToSTNeT-3 prioritizes general shareholders’ sell orders over that of Nomura
Securities, a financial instruments firm, Nomura’s sell-order execution amount will be reduced by theamount sold by general shareholders.
Nomura Securities has indicated that following the Purchase, it will apply its own judgment andcalculation to acquire the Company’s shares through channels both inside and outside the securities market
in order to return the shares it will borrow. However, the Company has not entered into any agreement withNomura Securities regarding Nomura Securities’ acquisition of the Company’s stock.
With respect to the shares to be acquired from Nomura Securities, the Company will enter into a separate
adjustment transaction with Nomura Capital Investment Co., Ltd. (NCI) (the “Warrant Holder”), who willbe the acquiring party of the warrants that the Company will issue pursuant to the Method (the “Warrant”).
The Company’s actual per-share acquisition cost will be equal to the arithmetic average of the volumeweighted average price (VWAP) of the Company’s stock for each trading day over a set period after thePurchase. The period will begin on February 14, 2023 and end on either the warrant exercise date or theday preceding the Company’s receipt of a notice stating that no warrant will be exercised (the “averageshare price”). Specifically, it has been agreed that this will entail: 1) in the event that the average share priceexceeds the benchmark price, an issuance of the Company’s shares to the Warrant Holder via Warrant
exercise, where the number of such shares is calculated by deducting (a) the number of shares that wouldThis document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

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be acquired during the Purchase if shares of the Company’s stock were bought at the average share pricewith the monetary sum equivalent to that of the shares acquired from Nomura Securities (the “averagenumber of shares acquired”), from (b) the number of shares acquired from Nomura Securities during thePurchase (the “number of shares acquired”), or 2) in the event that the average share price falls below thebenchmark, an acquisition of the Company’s shares at no cost, where the number of such shares is calculated
by deducting the “Number of shares acquired” from the “Average number of shares acquired”.
<Mechanism of the adjustment transaction>
The adjustment will ensure that the final number of shares acquired by the Company (the “final numberof shares acquired”) will be the same as the number of shares that would be acquired if shares of theCompany’s stock were bought at the average share price with the monetary sum equivalent to that of theshares acquired from Nomura Securities (Average number of shares acquired).
①

When the average share price is higher than the benchmark priceIf the Company’s share price rises after the Purchase and the average share price exceeds the benchmark
price, the numbers of shares resulting from the following formula will be delivered to the holders of theWarrant.
Number of shares delivered = Number of shares acquired - Average number of shares acquired
Final number of shares acquired = Number of shares acquired - Number of shares delivered= Number of shares acquired - (Number of shares acquired - Average number of shares acquired)= Average number of shares acquired= Planned acquisition price ÷Average share price
Number of shares acquired: Number of shares purchased from Nomura Securities through ToSTNeT-3
Average number of shares acquired: Number of shares to be acquired assuming that the Company’s shareswere acquired at the average share price by the amount purchased from Nomura Securities throughToSTNeT-3②When the average share price is lower than the benchmark priceIf the Company’s share price declines and the average share price falls below the benchmark price after thePurchase, the number of shares resulting from the following formula will be acquired from the holders ofthe Warrant without consideration.
Number of Additional Shares Acquired = Average Number of Shares Acquired - Number of Shares
Acquired
Final number of shares acquired = Number of shares acquired + Number of additional shares acquired= Number of shares acquired + (Average number of shares acquired - Number of shares acquired)This document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

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= Average number of shares acquired= Planned acquisition price ÷Average share priceAs stated above, the final number of shares to be repurchased is the number of shares acquired (Average
number of shares acquired) if the Company’s shares were repurchased at the average price.
In order to implement the above-mentioned adjustment to the number of acquired shares, the Company will
allot a Warrant to the Warrant Holder at no cost. The warrants will be exercised if the average share priceexceeds the benchmark price, in which case the Warrant Holder will receive the Company’s shares. The
number of such shares will be equivalent to what the balance between the two prices would yield. If theaverage share price is lower than the benchmark, a warrant will not be exercised, and the Company will
receive shares of its stock from the Warrant Holder at no cost. The number of such shares will be equivalent
to what the balance between the two prices would yield. This adjustment will be executed during theWarrant’s exercise period (from April 5, 2023 until September 6, 2023), and a separate disclosure will bemade when the number of shares acquired has been finalized. For information regarding the warrant issue,
please refer to the Company’s electronic public notices.

<FCSR Structure>

NCI: Nomura Capital Investment
NCI: Nomura Capital Investment

This document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

5<Share Adjustment Overview>

NCI: Nomura Capital Investment<Share Adjustment Table>
A v era g e Sha re Pri ce R epurcha s e V a l ue(A)(B)

A v era g e N umber ofSha res A cqui red( C) = ( B ) ÷ ( A )N umber of Sha res
R epurcha s ed(D)N umber of Sha res A ddi ti ona l N umber
D el i v eredof Sha res A cqui red( D ) - ( C)( C) - ( D )4,000

19,999,990,000

4,999,998

12,070,000

7,070,003

0

3,000

19,999,990,000

6,666,663

12,070,000

5,403,337

0

2,257

19,999,990,000

8,861,316

12,070,000

3,208,684

0

2,157

19,999,990,000

9,272,133

12,070,000

2,797,867

0

2,057

19,999,990,000

9,722,893

12,070,000

2,347,107

0

1,957

19,999,990,000

10,219,719

12,070,000

1,850,281

0

1,857

19,999,990,000

10,770,054

12,070,000

1,299,946

0

1,757
1,657
1,557

19,999,990,000
19,999,990,000
19,999,990,000

11,383,034
12,070,000
12,845,209

12,070,000
12,070,000
12,070,000

686,9660000775,209

1,457

19,999,990,000

13,726,829

12,070,000

01,656,829

1,357

19,999,990,000

14,738,386

12,070,000

02,668,386

1,257

19,999,990,000

15,910,891

12,070,000

03,840,891

1,157

19,999,990,000

17,286,076

12,070,000

05,216,076*This is an example that assumes that there were no sales from general shareholders and that all of theshares repurchased are from Nomura Securities. The number of shares delivered and the additional numberof shares acquired will be rounded down if less than one unit.

This document is a press release notifying the general public about the Company’s acquisition of its treasury sharesand its purchase of treasury shares through the off-auction share repurchase trading (ToSTNeT-3) system. It is notintended in any way to be an investment solicitation or serve any other similar purposes.

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