JGC : Notice of the 128th Ordinary General Shareholders' Meeting

Securities Code: 1963

Date of issue: June 5, 2024

Start of electronic provision: May 27, 2024

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 128th ORDINARY

GENERAL SHAREHOLDERS' MEETING

We hereby notify you of the convocation of the 128th 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 128th 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 26, 2024.

1

Details

1. Date and time: Thursday, June 27, 2024, 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 128th fiscal period from April 1, 2023 to March 31, 2024.
2. Non-ConsolidatedFinancial Statements for the 128th fiscal period from April 1, 2023 to March 31, 2024.

Items for Resolution:

1. Approval of Appropriation of Retained Earnings
2. Appointment of 10 Directors
3. Appointment of 5 Audit & Supervisory Board Members

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. The Audit & Supervisory Board Members and the Independent Auditor have audited the documents

subject to audit, including the following items.

(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.

2

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. Although Profit attributable to owners of parent for the current fiscal year turned to loss, after comprehensively taking into account the current financial situation of the Company, including the liquidity situation on hand and the outlook for the next fiscal year and beyond, the Company proposes a year-end dividend of 40.00 yen per share, as per the forecast announced in May 2023.

In addition, for the purpose of ensuring flexibility in capital policy, the Company proposes to appropriate a part of general reserve to the retained earnings brought forward 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:	￥40.00
Total:	￥9,661,652,880

(3) Effective date of dividends from retained earnings June 28, 2024

２. Other matters relating to the appropriation of surplus funds

(1)	Item and amount of surplus to be reduced	General reserve
	￥8,000,000,000
(2)	Item and amount of surplus to be increased	Retained earnings carried forward
	￥8,000,000,000

[Reference] Basic policy on the appropriation of profits

From the fiscal year ending March 2025, the company will change its basic policy on dividends, taking into account its current financial position and the outlook for its future performance. The revised policy is as follows.

• Based on the concept of paying a year-end dividend of surplus once a year and linking it to the performance of each fiscal year, the consolidated dividend payout ratio will be around 30%, with a minimum annual dividend of 40 yen per share.
• Share buy-backs will be considered from time to time, taking into account the performance outlook and free cash flow situation.

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2. Appointment of 10 Directors

At the conclusion of the 128th Ordinary General Shareholders' Meeting, the tenure of office of all 7 directors will expire. This proposal requests the appointment of 10 Directors in order to maintain an appropriate and flexible number of Directors capable of effective deliberations at the Board of Directors meetings, to further enhance discussions on the Group's medium- and long- term strategies and issues, and to strengthen the supervisory function over the execution of the Group companies operations.

The candidates for appointment as director are as follows:

Present position and responsibilities at

Attendan

Term of

ce rate at

Name(age), gender

the Company (Current principal

office as

board

position)

Director

meetings

１

Masayuki Sato

Representative Director and Chairman

Chief Executive Officer

100%

(69), male

14 years

A member of nominating committee

(13/13)

Reappointment

A member of compensation committee

２

Tadashi Ishizuka

Representative Director and President

Chief Operating Officer

100%

(72), male

7 years

A member of nominating committee

(13/13)

Reappointment

A member of compensation committee

３

Kiyotaka Terajima

Director, Senior Executive Vice President,

Chief Financial Officer

100%

(65), male

8 years

(Representative Director, President, JGC

(13/13)

Reappointment

Corporate Solutions Co., Ltd.)

４

Masaki Ishikawa

Senior Executive Officer

―

―

(61), male

N e w A p p o i n t m e n t

５

Shoji Yamada

Director

100%

(64), male

(Representative Director, President,

3 years

(13/13)

Reappointment

JGC JAPAN CORPORATION)

Shigeru Endo

６

(75), male

Outside Director

100%

Reappointment

Chairman of nominating committee

11 years

(13/13)

Outside

A member of compensation committee

Independent

4

Masayuki Matsushima

Outside Director

７

(79), male

A member of nominating committee

100%

Reappointment

Chairman of compensation committee

8 years

(13/13)

Outside

(Senior Advisor, Integral

Corporation)

Independent

Noriko Yao

Outside Director

８

(56), female

A member of nominating committee

100%

Reappointment

A member of compensation

3 years

(13/13)

Outside

committee

(Partner, TMI Associates)

Independent

Shinjiro Mishima

―

９

(74), male

(Representative Director, Next

―

―

N e w A p p o i n t m e n t

Generation Environmental Ship

O u t s i d e

Development Centre)

I n

d e p e n d e

n t

Miku Hirano

―

10

(40), female

―

―

N e w A p p o i n t m e n t

(Representative Director and Co-CEO

O u t s i d e

Cinnamon Co., Ltd.)

I n d e p e n d e n t

Notes: 1. The age of each candidate is as of the day of this Annual General Meeting of Shareholders.

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.

5

		Name			Career Summary, Status, Responsibility or	Company
		(Date of Birth)			Significant Positions Concurrently Held	Shares Held
				Apr.	1979	Joined the Company
				Jul.	2009	Executive Officer,
		Masayuki Sato	Jul.	2010	General Manager, Finance & Accounting Division
		(May 18, 1955)	Director, Chief Financial Officer
				and Senior General Manager, Finance & Accounting
		R e a p p o i n t m e n t
						Division
		Term of office as a	Jul.	2011	Managing Director, Chief Financial Officer
				and Senior General Manager, Corporate
		Director:
				Administrative & Financial Affairs Division
						50,720
		14years	Jun.	2012	Executive Vice President, Director, Chief Financial
	(As of the conclusion of this			Officer and Senior General Manager, Corporate	Shares
		Ordinary General			Administrative & Financial Affairs Division
	Shareholders' Meeting)	Apr.	2013	Executive Vice President, Director,
1	Attendance rate at board			Chief Financial Officer, Senior General Manager,
		Corporate Administrative & Financial Affairs
		meetings
				Division and Senior General Manager, Security
	100%
				Management Office
	(13/13)		Jun.	2014	Representative Director and Chairman
				Jun.	2017	Representative Director and Chairman,
						Chief Executive Officer (current post)
	[Reason for Nomination	as Director]
	Mr. Masayuki Sato possesses abundant experience and knowledge built up through his service as the
	Company's Chief Financial Officer and as the Senior General Manager of the Corporate Affairs Division,
	as well as in other positions, and has served as Representative Director and Chairman since 2014 making
	positive contributions to the management of the Company and the JGC Group. Based on this record of
	service, it is judged that he has the capacity to use his accumulated experience and knowledge to perform
	the duties of director and exercise decisive leadership in successfully promoting the Company's business
	and is nominated for election as a director.
				Apr.	1972	Joined the Company
				Jul.	2004	Executive Officer,
						General Manager, Energy Project Division
	Tadashi Ishizuka	Jun.	2005 Senior Executive Officer,
			General Manager, Energy Project Division
		(October 3, 1951)	Aug.	2007	Senior Executive Officer,
		R e a p p o i n t m e n t				Senior General Manager, Project Operation Services
		Term of office as a			Division
		Jun.	2008	Managing Director,
		Director:			Senior General Manager, Project Operation Services	53,632
		７ year			Division
	(As of the conclusion of this	Jun.	2010	Senior Managing Director	Shares
		Ordinary General	Jun.	2011	Executive Vice President, Director
	Shareholders' Meeting)	Jul.	2014	Director, Senior Executive Vice President,
2	Attendance rate at board			Senior General Manager, Security Management Office
Jun.	2015	Retired from Director
	meetings
		Feb.	2017 Senior Executive Vice President,
	100%
				Chief Project Officer
	(13/13)
		Jun.	2017	Representative Director and President,
						Chief Operating Officer (current post)
				Oct.	2019	Director, JGC JAPAN CORPORATION
						(current post)
	[Reason for Nomination	as Director]
	Mr. Tadashi Ishizuka has served as the person in charge of large-scale overseas projects and as the Senior
	General Manager of the Project Operation Services Division where he gained abundant experience and
	knowledge in the area of project management. In addition, he served as Representative Director and
	President since 2017 making positive contributions to the management of the Company and the JGC
	Group. Based on this record of service, it is judged that he has the capacity to use his accumulated
	experience and knowledge to perform the duties of director and exercise decisive leadership in
	successfully promoting the Company's business and is nominated for election as a director.

6

		Name			Career Summary, Status, Responsibility or	Company
		(Date of Birth)				Significant Positions Concurrently Held	Shares Held
				Apr. 1981 Joined the Company
				Aug. 2007	General Manager, Compliance Administration
							Office, Legal & Compliance Office
				Jul.		2011	General Manager, Corporate Administration
							Department, Corporate Administrative &
							Financial Affairs Division
				Jul.	2014	Executive Officer, General Manager, Corporate
							Administrative & Financial Affairs Division
		Kiyotaka	Sep. 2016 Director, Executive Officer, Senior General
					Manager, Corporate Administrative & Financial
		Terajima	Jun.			Affairs Division
		(March 3, 1959)	2017 Director, Senior Executive officer, Senior General
					Manager, Corporate Administrative & Financial
		R e a p p o i n t m e n t
						Affairs Division
		Term of office as a	Apr. 2018 Director, Executive Vice President, Chief
					Financial Officer, and Senior General Manager,
		Director:				31,516
					Corporate Administrative & Financial Affairs
		8 years
					Division	Shares
	(As of the conclusion of	Apr.
	this Ordinary General	2019 Director, Executive Vice President, Chief
	Shareholders' Meeting)				Financial Officer, Senior General Manager,
3							Corporate Administrative &Financial Affairs
Attendance rate at board				Division and Senior General Manager, Legal
		meetings				&Compliance Office
	100%		Oct.		2019	Director, Executive Vice President, Chief
	(13/13))					Financial Officer and General Manager, Group
							Management Development Department
				Apr.	2020	Director, Senior Executive Vice President, Chief
							Financial Officer(current post)
				Apr. 2023 Representative Director, President, JGC Corporate
							Solutions Co., Ltd. (current post)
				[Significant Positions Concurrently Held]
				Representative Director, President, JGC Corporate Solutions Co.,
				Ltd.

[Reason for Nomination as Director]

Mr. Kiyotaka Terajima possesses abundant experience and knowledge built up through his service as the Senior General Manager of the Corporate Affairs Division, as well as in other positions. In addition, he served as Chief Financial Officer since 2018, further contributing to the progress of the Company and of the JGC Group. Based on this record of service, it is judged that he has the capacity to use his accumulated experience and knowledge to perform the duties of director and exercise decisive leadership in successfully promoting the Company's business and is nominated for election as a director.

						Apr. 1985 Joined the Ministry of Trade and Industry
								(currently Ministry of Economy, Trade and
								Industry)
						Oct. 2012 Director-General, Trade Control Department,
		Masaki			Trade and Economic Cooperation Bureau
		Jul.	2013	Deputy Director-General, Commerce and
		Ishikawa			Information Policy Bureau	5,412
	(August 7,	1962)	Jul. 2015 Deputy Commissioner, Acquisition, Technology	Shares
			& Logistics Agency, Ministry of Defence
			N e w
						Jul.	2017	Director-General, Trade and Economic
		A p p	o i n t m e n t
								Cooperation Bureau
４	Nov. 2019 Advisor, Mitsui Sumitomo Insurance Co, Ltd
Apr.	2021	Executive Officer
						Apr. 2022 Senior Executive Officer
								(current post)
	[Reason for Nomination as Director]
	Mr. Masaki Ishikawa has extensive experience and knowledge of industrial policy and economic
	security, having served as Director General of the Trade and Economic Cooperation Bureau in the
	Ministry of Economy, Trade and Industry and other important posts in Japanese Government. Since
	joining the Company, he has also carried out his duties with his broad perspective and viewpoint that
	captures domestic and international trends. Based on the above experience and knowledge, he has been
	nominated as a candidate for the position of director because he is deemed capable of appropriately
	performing his duties as a director who makes important decisions and supervises the execution of
	business operations.

7

		Name			Career Summary, Status, Responsibility or	Company
		(Date of Birth)			Significant Positions Concurrently Held	Shares Held
				Apr.	1983	Joined the Company
				Apr.	2018	Executive Officer, Senior General Manager,
		Shoji Yamada			JGC Japan Planning Office and General Manager,
				Domestic Infrastructure Project Division,
	(January 23, 1960)			Infrastructure Division
				Jul.	2018	Executive Officer,
		R e a p p o i n t m e n t
						Senior General Manager, JGC Japan Planning Office
		Term of office as a
		Director:			and General Manager, Domestic Infrastructure
		3 year			Project Division, Infrastructure Division and General	24,087
	(As of the conclusion of	Apr.	2019	Manager, Sales Division.
	this Ordinary General	Executive Officer Senior General Manager,	Shares
	Shareholders' Meeting)			JGC Japan Planning Office and General Manager,
						Domestic Infrastructure Project Division.
５	Attendance rate at board	Oct.	2019	Representative Director, President,
		meetings			JGC JAPAN CORPORATION (current post)
	100%		Jun.	2021	Director (current post)
	(13/13)		[Significant Positions Concurrently Held]
				Representative Director, President, JGC JAPAN
				CORPORATION
	[Reason for Nomination	as Director]
	Mr. Shoji Yamada, having served in the capacity of General Manager in Infrastructure Division and Sales
	Division, has abundant experience and knowledge in the fields of plant marketing. In addition, along with
	his position as Representative Director, President of JGC JAPAN CORPORATION as of October 2019
	further contributing to the progress of the Company and of the JGC Group. Based on this record of
	service, it is judged that he has the capacity to use his accumulated experience and knowledge to perform the
	duties of director and exercise decisive leadership in successfully promoting the Company's business and is
	nominated for election as a director.

8

				Name		Career Summary, Status, Responsibility or	Company
		(Date of Birth)		Significant Positions Concurrently Held	Shares Held
			Candidate for	Apr.	1974 Joined the Ministry of Foreign Affairs
			Feb.	1989	Seconded to International Energy Agency
			an Outside	Apr.	2001 Director-General, Middle Eastern and African
				Director			Affairs Bureau
		Shigeru Endo	Feb.	2002	Director-General, Consular and Migration
				Affairs Department
		(October 16, 1948)	Aug.	2003	Ambassador to The Permanent Mission of
										Japan to the United Nations and Other
		R e a p p o i n t m e n t
										International Organizations in Geneva and
				O u t s i d e
			I n	d e p e n d e	n t				Consul General, Consulate General of Japan in
										Geneva
		Term of office as a	Mar.	2007	Ambassador extraordinary and plenipotentiary
				Director:			to the Republic of Tunisia	0
				11 years	Jul.	2009	Ambassador extraordinary and plenipotentiary
	(As of the conclusion of	Oct.	2012	to Saudi Arabia	Share
	this Ordinary General	Retired from the Ministry of Foreign Affairs
	Shareholders' Meeting)	Jun.	2013	Outside Director, the Company (current post)
	Attendance rate at board	Jun.	2013	Outside Director, IINO KAIUN KAISHA,
			LTD.
				meetings
６				Apr.	2014	Special Assistant to the Minister for Foreign
100%
						Affairs
	(13/13)
				Dec	2017 Special envoys for Expo 2025 Osaka, Kansai,
										Japan
								Jun.	2018	Outside Director, ADEKA Corporation
										(current post)
								[Significant Positions Concurrently Held]
								Outside Director, ADEKA Corporation
	[Reason for Nomination	as Outside Director and Outline of Expected Role]
	Mr. Shigeru Endo does not have direct experience in company management, but he has served as the
	Ambassador Extraordinary and Plenipotentiary to Saudi Arabia and Tunisia and possesses unique
	experience and knowledge of the JGC Group's principal business market. He is nominated as an Outside

Director because the Company believes that he will be able to appropriately perform his expected duties as an Outside Director and contribute to further increasing our corporate value, which includes providing accurate advice and opinions for the management and business of the Company and exerting a supervisory function from an independent standpoint, by making the most of the aforementioned experience and knowledge. He satisfies the requirements of an Independent Executive pursuant to the provision of the Tokyo Stock Exchange, the Company will continue to designate him as an Independent Executive and notify the said Stock Exchange to that effect.

9

				Name		Career Summary, Status, Responsibility or	Company
					Shares
			(Date of Birth)		Significant Positions Concurrently Held
				Held
			Candidate for	Apr.	1968	Joined Bank of Japan
			an Outside	Jun.	1998 Executive Director, in charge of the Bank's
				Director			International Affairs
								Jun.	2002 Senior Advisor, the Boston Consulting Group
			Masayuki	Feb.	2005	Senior Executive Advisor, Credit Suisse
			Matsushima			Securities (Japan) Limited
			Jun. 2008 Chairman, Credit Suisse Securities (Japan)
			(June 15, 1945)
					Limited
		R e a p p o i n t m e n t
			May	2011 Senior Advisor, the Boston Consulting Group
				O u t s i d e
						Jun. 2011 Outside Director, Mitsui Fudosan Co., Ltd.
			I n d e p e n d e n t
				Jun.	2011	Outside Director, Mitsui O.S.K. Lines, Ltd.		0
		Term of office as a	Sep. 2014 Senior Advisor, Integral Corporation	Share
				(current post)
				Director:
				Jun. 2016 Outside Director, the Company (current post)
				8 years
				Jul.	2017 External Councillor, Grant Thornton Taiyo LLC
	(As of the conclusion of
			(current post)
	this Ordinary General
７	Shareholders' Meeting)	[Significant Positions Concurrently Held]
	Attendance rate at board	Senior Advisor, Integral Corporation
				meetings	External Councillor, Grant Thornton Taiyo LLC
	100%
	(13/13)
	[Reason for Nomination	as Outside Director and Outline of Expected Role]
	Mr. Masayuki Matsushima has wide experience and knowledge in the fields of finance and corporate
	management, having served as Executive Director of Bank of Japan, and in other significant positions.
	He is nominated as an Outside Director because the Company believes that he will be able to
	appropriately perform his expected duties as an Outside Director and contribute to further increasing
	our corporate value, which includes providing accurate advice and opinions for the management and
	business of the Company and exerting a supervisory function from an independent standpoint, by
	making the most of the aforementioned experience and knowledge. He satisfies the requirements of an
	Independent Executive pursuant to the provision of the Tokyo Stock Exchange, the Company will
	continue to designate him as an Independent Executive and notify the said Stock Exchange to that
	effect.

10