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.

July 8, 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 Issuance of New Shares as Restricted Stock CompensationJGC CORPORATION announces that at the Board of Directors meeting held on July 8, 2019it was resolved to issue new shares as restricted stock compensation (hereafter, the “issuance ofnew shares”) as follows:
1. Overview of the issue(1) Payment dateAugust 5, 2019(2)

Type and number ofshares from issue

57,932 common shares of JGC(3)Issue price

1,508 yen per share(4)

Issue amount(5)

Scheduled recipients(6)

Other matters87,361,456 yen- JGC’s directors(*) : 14,723 shares for 6 directors*Excluding outside directors- JGC’s executive officers : 40,828 shares for 27 executiveofficers- Directors of JGC’s subsidiary : 2,381 shares for 3 directors
A Written Notice of Securities based on the Financial
Instruments and Exchange Act has been submitted for theissuance of new shares.

2.

Purpose and reasons for issuance
JGC 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’s directors (excluding outside directors, hereafter “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. In addition, at JGC’s 123rd general shareholders meeting
held on June 27, 2019, approval was given to setting the total amount of monetarycompensation claims paid as compensation, etc. related to restricted stock to the applicabledirectors 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 JGC’s
Board of Directors from 3 years to 30 years, etc.
It was resolved at the meeting of JGC’s Board of Directors held on July 8, 2019 that asrestricted stock compensation for the period from JGC’s 123rd general meeting of1/4

shareholders held on June 27, 2019 to JGC’s 124th general meeting of shareholders scheduled
to be held in June 2020 for applicable directors, as restricted stock compensation for fiscalyear 2019 (April 1, 2019 to March 31, 2020) for JGC’s executive officers, and as restricted
stock compensation for the period from the 19th general meeting of shareholders of JGC’ssubsidiary held on June 27, 2019 to the 20th general meeting of shareholders of JGC’ssubsidiary scheduled to be held in June 2020 for directors of JGC’s subsidiary, 57,932
common shares of JGC would be allocated as special restricted stock to the scheduled
recipients consisting of 6 applicable directors, 27 of JGC’s executive officers, and 3 directorsof JGC’s subsidiary (hereafter, “applicable recipients”) in response to the applicable
recipients’ investment in kind to JGC of a total of 87,361,456 yen in all of the monetarycompensation claims provided by JGC. The amount of monetary compensation claims forthe applicable recipients shall be determined after taking into comprehensive consideration
the degree of contribution by each applicable recipient at the JGC Group. Note that themonetary compensation claims will be provided under the condition that the applicable
recipient signs a restricted stock allocation agreement (hereafter, “allocation agreement”) with
JGC 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 pricefluctuations 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 Groupcan be achieved for as long as possible.
3.

Overview of the allocation agreement(1) Restricted period : August 5, 2019 to August 4, 2049
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
as mortgage, provide as an inter vivos gift, bequeath, or conduct any other disposition withthe restricted 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, or employee of JGC or a subsidiary of JGC from the start date of the restrictedperiod until the day prior to the date of the first general shareholders meeting of JGC heldafter that (if the applicable recipient is an executive officer of JGC, until the day prior to theend of JGC’s first fiscal year after that; if the applicable recipient is a director of JGC’ssubsidiary, until the day prior to the date of the first general shareholders meeting of JGC’ssubsidiary held after that), JGC shall gratuitously acquire all allocated stock as a matter ofcourse as of the date of resignation or retirement, excluding cases in which JGC’s Board ofDirectors 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 shall gratuitously
acquire this stock as a matter of course immediately following the completion of therestricted period.

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(3) Removal of restrictions
JGC shall remove any restrictions on all allocated stock held by the applicable recipientat that time as of the completion of the restricted period, under the condition that theapplicable recipient occupies the position of director, executive officer, or employee of JGCor a subsidiary thereof from the start date of the restricted period continuously until the dateof the first general shareholders meeting of JGC held after that (if the applicable recipient isa executive officer of JGC, until the end of JGC’s first fiscal year after that; if theapplicable recipient is a director of JGC’s subsidiary, until the date of the first generalshareholders meeting of JGC’s subsidiary held after that). However, should the applicable
recipient resign or retire from the position of director, executive officer, or employee ofJGC or a subsidiary thereof before the completion of the restricted period for a reason
deemed legitimate by JGC’s Board of Directors, restrictions shall be released immediately
following resignation or retirement for the amount of allocated stock calculated by dividing
the number of months from July 2019 (from April 2019 if the applicable recipient is a
executive officer of JGC; from July 2019 if the applicable recipient is a director of JGC’ssubsidiary) to the month including the day the applicable recipient resigned or retired fromthe position of director, executive officer, or employee of JGC or a subsidiary thereof by 12(if, however, the result of calculation is greater than 1, 1 shall be used), and multiplyingthat figure by the number 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 at SMBC Nikko Securities Inc., and the allocatedshares 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 is the non-surviving entity, astock exchange agreement or stock transfer plan in which JGC becomes a wholly owned
subsidiary, or other organizational restructuring, etc. is approved by the generalshareholders meeting of JGC (of JGC’s Board of Directors if the approval of the generalshareholders meeting of JGC is not required for the organizational restructuring, etc.)
during the restricted period, the restrictions shall be removed immediately before thebusiness day prior to the effective date of the organizational restructuring, etc. based on a
resolution by JGC’s Board of Directors for the amount of allocated stock calculated by
dividing the number of months from July 2019 (from April 2019 if the applicable recipientis an executive officer of JGC; from July 2019 if the applicable recipient is a director ofJGC’s 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
share that arise as a result of this calculation are to be rounded down to the nearest share).
In that case, JGC shall gratuitously acquire as a matter of course all of the allocated stock

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on which the transfer restrictions have not been released as of the business day prior to thedate 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 1,508 yen of thecommon shares of JGC at the Tokyo Stock Exchange as of the business day immediately
prior to the date of the resolution by JGC’s Board of Directors (July 5, 2019) for a price thateliminates arbitrariness. As this is the market stock price immediately prior to the date ofthe resolution by JGC’s Board of Directors, it is believed to be reasonable and to notconstitute a particularly favorable price.

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