JGC : Notice of the 127th Ordinary General Shareholders' Meeting

Securities Code: 1963

Date of issue: June 7, 2023

Start of electronic provision: May 26, 2023

JGC HOLDINGS CORPORATION

2-3-1 Minato Mirai, Nishi-ku

Yokohama, Kanagawa

220-6001, Japan

Masayuki Sato

Representative Director and Chairman

To the Shareholders of JGC HOLDINGS CORPORATION (the "Company")

NOTICE OF THE 127th ORDINARY

GENERAL SHAREHOLDERS' MEETING

We hereby notify you of the convocation of the 127th Ordinary General Shareholders' Meeting with the following outline.

When convening this general meeting of shareholders, the Company has taken an electronic provision measure for information that constitutes the contents of reference documents, etc. for the general shareholders' meeting (matters subject to the electronic provision measure). Said information is posted on the Company's website under "The 127th Ordinary General Shareholders' Meeting" on the Internet. Please confirm by accessing the Company's website below.

Corporate website:https://www.jgc.com/en/ir/stocks/shareholders-meeting.html

In addition to the Company's website, the matters subject to the electronic provision measure are posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) below, enter JGC HOLDINGS CORPORATION in the "Issue name (company name)" field or 1963 in the "Code" field, and click "Search." Next, select "Basic information" and then "Documents for public inspection/PR information" to confirm the information.

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

In the event that you are unable to attend, you may exercise your voting rights via the Internet or in writing. In this case, please review the reference documents and exercise your voting rights by 6:00 p.m., Wednesday, June 28, 2023.

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Details
1.	Date and time:	Thursday, June 29, 2023, at 10:00 a.m.
	(Opening time: 9:00 a.m.)
2.	Location:	Meeting Room of
	JGC HOLDINGS CORPORATION

Queen's Tower A, 6th floor

2-3-1, Minato Mirai, Nishi-ku Yokohama, Kanagawa, Japan

3. Agenda:

Items to Report:

1. Business Report, Consolidated Financial Statements and the Independent Auditors' and the Audit & Supervisory Boards' Reports on Consolidated Financial Statements for the 127th fiscal period from April 1, 2022 to March 31, 2023.
2. Non-ConsolidatedFinancial Statements for the 127th fiscal period from April 1, 2022 to March 31, 2023.

Items for Resolution:

1. Approval of Appropriation of Retained Earnings
2. Appointment of 7 Directors
3. Appointment of 1 Audit & Supervisory Board Member
4. Determination of Compensation Related to the Performance-Linked Stock Compensation System for Directors (Excluding Outside Directors)

Decisions concerning convocation:

1. Among the matters subject to the electronic provision measure, the following matters are not included in the written documents to be delivered to shareholders who request the delivery of written documents in accordance with the laws and regulations and the provisions of Article 16 of the Company's Articles of Association. Therefore, written documents to be delivered to shareholders who request the delivery of written documents are part of the documents subject to audit by Audit & Supervisory Board Members and the Independent Auditor when preparing audit reports.

(1) Following matters of the consolidated financial statements

Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements

(2) Following matters of the non-consolidated financial statements Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements

1. If a shareholder exercised the voting rights in duplicate via the Internet and by submitting the Certificate for the Exercise of Voting Rights, the voting rights exercised via the Internet will be deemed valid. Furthermore, if a shareholder exercised the voting rights multiple times via the Internet, the last exercise of the voting rights will be deemed valid.
2. If neither approval nor disapproval of items for resolution is indicated in the returned Certificate for the Exercise of Voting Rights, it shall be deemed a vote for approval of company proposals and deemed a vote for disapproval of shareholder proposals.

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• Attendees are kindly requested to submit their Certificate for the Exercise of Voting Rights to the reception desk staff on the day of the meeting.
• If any amendment is made to the matters subject to the electronic provision measure, the statement to that effect and the matters before and after the amendment will be posted on the Company's website and the TSE website above.

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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 with shareholders while comprehensively considering the maintenance of its capital base and the investment for growth, aiming for a dividend payout ratio of 30% of profit attributable to owners of parent, with an annual dividend of 15.00 yen per share as the minimum amount. Based on the basic policy on the appropriation of profits described in the [Reference] below, the Company proposes a year-end dividend for the current fiscal year as follows:.

1. Items relating to fiscal year-end dividends

1. Type of dividend Cash
2. Dividend amount to be allocated

Per share of common stock:	¥38.00
Total:	¥9,142,394,046

1. Effective date of dividends from retained earnings June 30, 2023

[Reference] Basic policy on the appropriation of profits

The Company is placing management priority on sharing profits with shareholders, while committing to enhancing its medium- to long-term corporate value placing management priority on sharing profits with shareholders.

With regard to a specific dividend policy, the Company has a policy of appropriating profits by setting a target dividend payout ratio, comprehensively considering the maintenance of its capital base and the investment for growth to ensure the appropriate returns are paid to shareholders while paying an annual dividend to its shareholders once at the end of the fiscal year. The size of the dividend is decided upon at the annual general shareholders' meeting.

In the medium-term management plan "BSP2025", the following describes the shareholder return policy which will guide the payment of dividends during this the 5-year plan beginning in fiscal year 2021.

• To pay a year-end dividend from the retained earnings once a year, and through linking with the Company's business performance in each terms, to aim for a consolidated payout ratio of 30% per year while maintaining a minimum annual dividend per share of 15 yen.
• The acquisition of own shares will be made in line with our business performance forecasts and the consideration of a free cash flow.

In addition, the Company's core business of providing EPC lump-sum project services in the field of general engineering, from the viewpoint of maintaining the trust of our clients and the capacity to smoothly carry out large-scale projects, it is important that we have a strong financial base that is not affected by trends in the financial markets, also to retain the capacity to raise funds flexibly when the need arises to make growth strategy investments, we aim to stably maintain an equity ratio of 50% or more. Further, the return on equity (ROE) of 10% is targeted, recognizing capital efficiency as a priority for the sustainable enhancement of corporate value of the Company.

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2. Appointment of 7 Directors

At the conclusion of the 127th Ordinary General Shareholders' Meeting, the tenure of office of all 7 directors will expire. Accordingly, it is proposed that the following 7 nominees be appointed as directors.

The candidates for appointment as director are as follows:

										Term of office as
										a Director
										(As of the
	Name	Present position and responsibilities at the								conclusion of
	Company (Current principal position)								this Ordinary
										General
										Shareholders'
										Meeting)
		Representative Director and Chairman
		Chief Executive Officer
1	Masayuki Sato		Reappointment		13 years
A member of nominating committee
		A member of compensation committee
		Representative Director and President
		Chief Operating Officer
2	Tadashi Ishizuka		Reappointment			6 years
A member of nominating committee
		A member of compensation committee
		Director, Senior Executive Vice President,
	Kiyotaka Terajima	Chief Financial Officer
3		Reappointment			7 years
(Representative Director, President, JGC
		Corporate Solutions Co., Ltd.)
		Director
4	Shoji Yamada	(Representative Director, Senior Executive			Reappointment			2 year
		President, JGC JAPAN CORPORATION)
		Outside Director			Reappointment
5	Shigeru Endo	Chairman of nominating committee								10 years
	Outside
		A member of compensation committee
					Independent
		Outside Director
			Reappointment
6	Masayuki	A member of nominating committee								7 years
Matsushima	Chairman of compensation committee			Outside
		(Senior Advisor, Integral Corporation)
				Independent
		Outside Director			Reappointment
		A member of nominating committee
7	Noriko Yao		Outside					2 year
A member of compensation committee
		(Partner, TMI Associates)
			Independent

Notes: 1. The percentages of attendance at Board of Directors' Meetings by Outside Directors Shigeru Endo, Masayuki Matsushima and Noriko Yao during the 127th fiscal period were 100% (16/16 times), 93.7% (15/16 times) and 100%(16/16 times) respectively.

1. The term, (Current principal position) is used when a candidate occupies a primary position different from that described as (Present position and responsibilities at the Company).
2. The family register name of the candidate Noriko Yao is Noriko Seto.

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