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.

May 14, 2019
To whom it may concern:
Company name: JGC CORPORATION
Representative: Masayuki Sato
Chairman and Chief Executive Officer (CEO)(Code number: 1963, Stock Exchange: Tokyo)
Contact: Takeshi Endo
General Manager, PR & IR Department(TEL: 81-45-682-8026)

Notice on Introduction of a Restricted Stock Compensation System
JGC CORPORATION announces as follows that at the Board of Directors meeting held onMay 14, 2019 the executive remuneration was revised and it was resolved to introduce arestricted stock compensation system, and that a proposal on this system will be made at JGC’s
123rd general shareholders meeting scheduled to be held on June 27, 2019.
1. Purpose of the introduction of this system, etc.
(1) Purpose of the introduction of this system
An amount of up to 690 million yen per year was approved at JGC’s 113rd generalshareholders meeting held on June 26, 2009 as remuneration for JGC’s directors.
As part of revisions to the executive remuneration system for the purpose of enabling
JGC’s directors (excluding independent directors, below “applicable directors”) to share thebenefits 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 incorporate value of the JGC Group, remuneration will be provided to grant restricted stock
to the applicable directors within the scope of directors’ compensation above.
(2) Conditions of the introduction of this system
Because applicable directors will be provided with monetary compensation claims for
granting restricted stock, gaining the approval of shareholders on the provision of thisremuneration at the general shareholders meeting is a condition for the introduction of thissystem.
At this general shareholders meeting, the approval of shareholders will be requested forsetting the total amount of monetary compensation claims provided for granting restricted
stock to applicable directors within the scope of executive remuneration above at up to 25
million yen per year as an amount believed to be appropriate in light of the purpose above.
Moreover, while there are currently 9 applicable directors, there will be 6 applicabledirectors, if the proposal for the appointment of directors is approved in its original form by
this general shareholders meeting. The specific payment timing and payment amount for
applicable directors shall be determined by the Board of Directors in consultation with theRemuneration Committee.

2. Overview of the system, etc.
(1) Overview of restricted stock
The restricted stock granted to the applicable directors refers to common stock of JGC
that has the restrictions on any disposition, such as transfer to a third party or
establishment of security rights, for a set period of time.
(2) Flow of granting restricted stock(1) JGC will provide monetary compensation claims within the scope of the annual
amount above as remuneration related to restricted stock to the applicable directors
based on a resolution by JGC’s Board of Directors.
(2) Each applicable director will make an investment in kind to JGC of all of the monetarycompensation claims.
(3) In response to this investment in kind, JGC will issue or divest its common stock toallocate restricted stock to each applicable director.
※ The above monetary compensation claims will be provided under the condition
that the applicable director agrees to the above investment in kind and signs arestricted stock allocation agreement that includes the contents prescribed in (5)below.
(3) Payment amount for restricted stock
The payment amount for restricted stock shall be determined by JGC’s Board of
Directors within a scope that is not particularly beneficial to director receiving restricted
stock, based on the closing price (if trading did not take place on that day, the closing
price for the last trading day before that) of JGC’s common stock on the Tokyo Stock
Exchange on the business day prior to the day of the resolution of JGC’s Board ofDirectors on the issuance or divestment.
(4) Total number of restricted stock
The total number of restricted stock allocated to applicable directors shall be no morethan 19,800 shares per year.
However, if an act that affects the stock value per share such as a stock split or stock
consolidation of JGC’s common stock from the date of the resolution of the generalshareholders meeting regarding this system, reasonable adjustments shall be made to thetotal number of restricted stock.
(5) Contents of the restricted stock allocation agreement
JGC shall sign a restricted stock allocation agreement that includes the following
contents with applicable directors regarding the allocation of restricted stock.
(1) Contents of restrictions
A director who has received the allocation of restricted stock cannot conduct any
disposition such as transfer to a third party or establishment of security rights(hereinafter referred to as the “restrictions”) on the restricted stock allocated( hereinafter referred to as the “allocated stock”) for a period of time prescribed by
JGC’s Board of Directors from 3 years to 30 years (hereinafter referred to as the“restricted period”).
(2) Removal of restrictions
JGC shall remove the restrictions on all allocated stock as of the completion of therestricted period, under the condition that the director who received the allocation ofrestricted stock has the position of a director, corporate officer, or employee of JGCor a subsidiary of JGC from the start date of the restricted period continuously until
the date of the first general shareholders meeting of JGC held after that.
However, if that director resigns or retires from the position of director, corporateofficer, or employee of JGC or a subsidiary of JGC before the completion of therestricted period for a reason deemed legitimate by JGC’s Board of Directors,
reasonable adjustments shall be made as necessary on the number of allocated stock
to release restrictions on and the timing to release restrictions.
(3) Handling of organizational restructuring, etc.
If a proposal regarding a merger agreement in which JGC is the non-survivingentity, a stock exchange agreement or stock transfer plan in which JGC becomes awholly owned subsidiary, or other organizational restructuring, etc. is approved by
the general shareholders meeting of JGC (of JGC’s Board of Directors if the approvalof the general shareholders meeting of JGC is not required for the organizationalrestructuring, etc.) during the restricted period, the restrictions shall be removed
based on a resolution by JGC’s Board of Directors ahead of the effective date of theorganizational restructuring, etc. for a number of allocated stock deemed appropriate
in consideration of the period of time from the start date of the restricted period to theapproval date of the organizational restructuring, etc.
(4) Gratuitous acquisition of restricted stock
If a director who received the allocation of restricted stock resigns or retires fromthe position of director, corporate officer, or employee of JGC or a subsidiary of JGCfrom the start date of the restricted period until the day prior to the date of the first
general shareholders meeting of JGC held after that, JGC shall gratuitously acquire
all allocated stock as a matter of course, excluding cases in which JGC’s Board ofDirectors deems there is a legitimate reason.
In addition, if there are allocated stock for which restrictions have not been
removed based on (2) and (3) above, JGC shall gratuitously acquire this stock as amatter of course.
(Reference)
Assuming this system is approved as proposed by the general shareholders meeting, theexecutive remuneration system will change as shown below.

[Changes to the executive remuneration system]※ The remuneration for independent directors is basic compensation only, both currently andafter the change.