DISCLAIMER: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 5076)
June 4, 2024
(Start date of measures for electronic provision: May 31, 2024)
To our shareholders
Kazunari Kibe,
Representative Executive Officer andPresident

INFRONEER Holdings Inc.
2-10-2 Fujimi, Chiyoda-ku, Tokyo

Notice of the 3rd Ordinary General Meeting of Shareholders
We are pleased to announce the 3rd Ordinary General Meeting of Shareholders of INFRONEER Holdings
Inc. (the “Company”), which will be held as indicated below.
The Company has taken measures for electronic provision for the General Meeting of Shareholders and has
posted the matters to be provided electronically on the website below as “Notice of the 3rd Ordinary General
Meeting of Shareholders.”[The Company’s website]
https://www.infroneer.com/en/ir/meeting/In addition to the above, the matters to be provided electronically are also posted on the websites below.
[Net de Shoshu (online convocation)] (Japanese only)
https://s.srdb.jp/5076/[The Tokyo Stock Exchange’s website]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange’s website, enter “INFRONEER Holdings” in Issue name (company
name) or the Company’s securities code “5076” in Code in the search box, search the Company, and selectand check “Basic information” and “Documents for public inspection/PR information” in this order.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing or byelectromagnetic method (via the internet, etc.). Therefore, please review the Reference Documents for the
General Meeting of Shareholders below and exercise your voting rights no later than 5:30 p.m. on Monday,
June 24, 2024 (JST) in accordance with the instructions presented on pages 4 and 5 of the Japanese versionof this document.
1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. (JST)

2. Venue:“Ho’oh,” 1st floor, THE CAPITOL HOTEL TOKYU
2-10-3, Nagata-cho, Chiyoda-ku, Tokyo(Please refer to the Guide Map to the Venue for the Ordinary General Meetingof Shareholders attached at the end of the Japanese version of this document.)

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 3rd fiscal
year (from April 1, 2023 to March 31, 2024), and the results of audits of the- 1 -Consolidated Financial Statements by the Financial Auditor and the Audit
Committee
2. The Non-consolidated Financial Statements for the 3rd fiscal year (from April 1,
2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1: Partial Amendment to the Articles of Incorporation
Proposal No. 2: Election of 9 Directors
4. Instructions for Exercising Voting Rights
Please refer to “Instructions for Exercising Voting Rights” presented on pages 4 and 5 of the Japaneseversion of this document.

- 2 -⚫ When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception.
⚫ If any changes are made to the matters to be provided electronically, such changes will be posted on the websites where they
are posted.
⚫ The meeting will be carried out in light clothing with no neckties (“Cool Biz”) on the day. We ask that you also attend themeeting dressed in light clothing.
⚫ The document that is sent to you also serves as a document describing the matters to be provided electronically based onyour request for delivery of the document. Pursuant to laws and regulations, as well as Article 17 of the Articles ofIncorporation of the Company, the following matters are not included. Consequently, the document consists of part of the
documents audited by the Audit Committee and the Financial Auditor in preparing their audit reports.
1. “System and Policies of the Company” in the Business Report
2. “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements
3. “Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements- 3 -Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Partial Amendment to the Articles of Incorporation

1. Reasons for the proposal
The Company has set a medium- to long-term goal to become an integrated infrastructure service company
focusing on infrastructure management business which manages upstream to downstream of infrastructure
operations, aiming for perpetual growth of the group. The Company has vigorously promoted this as a groupwide strategy.
Under the circumstances, with an aim to secure a sufficient financial base that allows for sustainable andaccelerated business growth, the Company believes that “Bond-Type Class Shares” would be a useful option
to secure a financial base through expanding equity capital while minimizing the impact on the interests ofexisting holders of Common Shares of the Company (“Common Shareholders”) as much as possible. The
Bond-Type Class Shares have the following features.
・ No dilution of the rights to vote, as the holders of the Bond-Type Class Shares do not have therights to vote at General Meetings of Shareholders or to convert the Bond-Type Class Shares into
Common Shares. (The Bond-Type Class Shares are considered ill-suited to takeover protection
measures by their nature owing to the lack of the rights to vote at General Meetings ofShareholders and the lack of the rights to convert them into Common Shares, irrespective of theownership ratio, and are not anticipated to be used in that manner.)・ As “non-participating” class shares, no dividend is paid beyond the preferred dividends
determined at the time of issuance, and only Common Shareholders have the right to participate
in dividends beyond that.
・ The Amendment to the Articles of Incorporation does not alter the total number of authorizedshares (the total number of Common Shares and Bond-Type Class Shares authorized to be issued
by the Company).
・ While the Bond-Type Class Shares increases the Company’s shareholders’ capital at issuance,
their effects on ROE and other key financial indicators related to Common Shares are limited.
・ Compared to those of public offering of new Common Shares, the issuance of Bond-Type Class
Shares involves lower capital costs as they are non-participating shares and their capital costs
equal to the annual dividend rate determined at the time of issuance. (Note)
The Company proposes the following amendments to the Articles of Incorporation of the Company(hereinafter, the “Amendment to the Articles of Incorporation”) to allow those Bond-Type Class Shares to beissued, by establishing new provisions regarding such shares, and making the necessary adjustments inconnection therewith. No decision has been made to issue any Bond-Type Class Shares at present, but if theAmendment to the Articles of Incorporation is approved, depending on the market conditions, the Company
may determine to issue the Series 1 Bond-Type Class Shares in the amount of up to 150 billion yen at theearliest on the date of the General Meeting of Shareholders.
In addition, in the event that the Company issues the Bond-Type Class Shares in the future, the Company
assumes that equity financing of equal or greater value shall be required in principle in case of acquiring thesaid shares in exchange for cash, and other series of the Bond-Type Class Shares may be issued associatedwith such acquisition. Therefore, the Amendment to the Articles of Incorporation allows the Company toissue up to sixth series of Bond-Type Class Shares. The specific timing of issuance and conditions of theSeries 2 Bond-Type Class Shares and subsequent series of Bond-Type Class Shares, if any, will be determinedbased on comprehensive consideration of future capital needs and market trends, but at this time, the productnature and offering size of the future series are anticipated to be the same as those of the Series 1 Bond-TypeClass Shares.
(Note) Assuming that the Company issues the Series 1 Bond-Type Class Shares with the expectedannual dividend rate within 2% to 4% range specified in the Shelf Registration Statement filed
on February 9, 2024.
2. Details of the amendments
The contents of the amendments are as follows.
The Amendment to the Articles of Incorporation shall become effective at the conclusion of this General
Meeting of Shareholders.
- 4 -(Underline indicates the changes)
Current Articles of Incorporation
Article 1–Article 5(Omitted)

Proposed Amendments
Article 1–Article 5(Unchanged)(TOTAL NUMBER OF SHARES AUTHORIZED(TOTAL NUMBER OF SHARES AUTHORIZED TO

TO BE ISSUED)BE ISSUED)

Article 6

Article 6

The total number of authorized shares of

the Company shall be 1,200,000,000 shares.

The total number of authorized shares of

the Company shall be 1,200,000,000 shares, and thetotal number of shares in each class authorized to beissued shall be as follows:
Common shares: 1,200,000,000 shares
Series 1 Bond-Type Class Shares: 30,000,000 shares
Series 2 Bond-Type Class Shares: 30,000,000 shares
Series 3 Bond-Type Class Shares: 30,000,000 shares
Series 4 Bond-Type Class Shares: 30,000,000 shares
Series 5 Bond-Type Class Shares: 30,000,000 shares
Series 6 Bond-Type Class Shares: 30,000,000 shares

Article 7(Omitted)

Article 7(Unchanged)(NUMBER OF SHARES CONSTITUTING ONE(NUMBER OF SHARES CONSTITUTING ONE

UNIT)

UNIT)

Article 8

The number of shares constituting one

Article 8unit of the Company shall be 100 shares.

The number of shares constituting one unitof the Company shall be 100 shares for Common
Shares and Series 1 Bond-Type Class Shares through
Series 6 Bond-Type Class Shares (collectively,“Bond-Type Class Shares;” shares of any one class ofshare from Series 1 Bond-Type Class Shares through
Series 6 Bond-Type Class Shares, “Shares of Each
Series of Bond-Type Class”).

Article 9 and Article 10(Omitted)(Newly established)

Article 9 and Article 10(Unchanged)(ABSENCE OF SELLER PUT OPTION WHEN THE
COMPANY ACQUIRES THE BOND-TYPE CLASSSHARES)
Article 11

If the Company decides to acquire all orpart of the Bond-Type Class Shares held by any holder
of Bond-Type Class Shares (“Bond-Type Class
Shareholder”) under an agreement with such BondType Class Shareholder pursuant to a resolution of theGeneral Shareholders Meeting, and further decides to
notify such Bond-Type Class Shareholder of thematters prescribed in Article 157, Paragraph 1 of theCompanies Act, the provisions of Article 160,
Paragraph 2 and Paragraph 3 of such Act shall not
apply.

- 5 -Current Articles of Incorporation

Article 11 and Article 12 (Omitted)

Proposed Amendments

Article 12 and Article 13 (Unchanged)(Newly established)

CHAPTER 3 BOND-TYPE CLASS SHARES(PREFERRED DIVIDENDS TO BOND-TYPE
CLASS SHARES)
Article 14

When the Company declares a dividend of

surplus with March 31 as the record date pursuant to
Article 53, the Company shall pay a dividend in cashin the following amount per Shares of Each Series of
Bond-Type Class (the “Preferred Dividend to BondType Class Shares”) to the holders of Bond-TypeClass Shares or registered pledgees of Bond-TypeClass Shares (collectively with Bond-Type Class
Shareholders,“Bond-TypeClass

Shareholders,

Etc.”), entered or registered in the last register ofshareholders as of the record date of that dividend, inpreference to the holders of Common Shares(“Common Shareholders”) and registered pledgees ofCommonSharesShareholders,(collectively“Commonwith

Shareholders,CommonEtc.”);

provided, however, that if Interim Preferred
Dividends to Bond-Type Class Shares provided for in
the following Article have been paid during the fiscal
year in which the record date of that dividend falls,
the total amount of those Interim Preferred Dividends
to Bond-Type Class Shares shall be deducted fromthe Preferred Dividend to Bond-Type Class Shares:
The product of the equivalent of the Issue Price(defined below) per Bond-Type Class Share
multiplied by the annual dividend rate determined byresolution of the Board of Directors or by delegationof authority to the executive officer throughresolution of the Board of Directors before theissuance of those Bond-Type Class Shares (notexceeding 10 percent; the “Annual Dividend Rate”)(if any fractional remainder arises, the fractional
remainder shall be as determined by resolution of theBoard of Directors or by delegation of authority to the
executive officer through resolution of the Board of
Directors of the Company before the issuance of
those Bond-Type Class Shares)“Issue Price” means the amount per share to be paid

- 6 -Current Articles of Incorporation

Proposed Amendments
to the Company in connection with the offering of
those Bond-Type Class Shares (or, if the Bond-TypeClass Shares are offered through purchase and sale byunderwriters, the amount per share to be paid by theinvestors as consideration for the Bond-Type Class
Shares), as determined prior to the issuance of those
Bond-Type Class Shares.
2. If the amount of dividends of surplus paid in cash toeach Bond-Type Class Shareholders, Etc. per Shareof Each Series of Bond-Type Class in a given fiscal
year in which the record date falls is less than theamount of the Preferred Dividend to Bond-TypeClass Shares payable to those Bond-Type Class
Shares for that fiscal year (that fiscal year, a“Shortfall Year”), that shortfall amount shall be
accumulated in subsequent fiscal years by a simple
interest calculation calculated by the method
determined by resolution of the Board of Directors or
by delegation of authority to the executive officer
through resolution of the Board of Directors of theCompany based on the Annual Dividend Rate before
the issuance of those Bond-Type Class Shares (suchaccumulated shortfall shall be hereinafter defined as
the “Accumulated Dividends Payable to Bond-TypeClass Shares”). The Company shall pay dividends ofsurplus in cash to the Bond-Type Class Shareholders,Etc. until such payment reaches the amount of
Accumulated Dividends Payable to Bond-TypeClass Shares per Bond-Type Class Share, in
preference to any dividends of surplus provided forin the preceding paragraph or the following Article.
3. No dividends of surplus shall be paid to Bond-TypeClass Shareholders, Etc. in excess of the total of thePreferred Dividend to Bond-Type Class Shares andthe Accumulated Dividends Payable to Bond-TypeClass Shares.
(INTERIM PREFERRED DIVIDENDS BOND-TYPE
CLASS SHARES)
Article 15

When the Company makes a dividend of

surplus with 30th of September as the record date(the “Interim Dividend Record Date”) pursuant to
Article 54, the Company shall pay a dividend incash in the amount per Share of Each Series of
Bond-Type Class determined by the calculation- 7 -Current Articles of Incorporation

Proposed Amendments
method determined by resolution of the Board of
Directors or by delegation of authority to the
executive officer through resolution of the Board of
Directors of the Company before the issuance of
those Bond-Type Class Shares (the “Interim
Preferred Dividend to Bond-Type Class Shares”) to
the Bond-Type Class Shareholders, Etc. entered orregistered in the last register of shareholders as of
the Interim Dividend Record Date of that dividend,in preference to the Common Shareholders, Etc.;
provided, however, that the total amount of Interim
Preferred Dividends to Bond-Type Class Shares forwhich the Interim Dividend Record Date falls in agiven fiscal year shall not exceed the amount of thePreferred Dividend to Bond-Type Class Shares forwhich the record date falls in the same fiscal year.
(DISTRIBUTION OF RESIDUAL ASSETS)
Article 16

When the Company makes a distributionof residual assets, the Company shall pay cash in thefollowing amount per Share of Each Series of BondType Class to the Bond-Type Class Shareholders,Etc., in preference to the Common Shareholders,Etc.: The amount calculated by the method
determined by resolution of the Board of Directors
or by delegation of authority to the executive officer
through resolution of the Board of Directors of theCompany before the issuance of those Bond-TypeClass Shares as the sum of the equivalent of theIssue Price per Bond-Type Class Share plus theamount of the Accumulated Dividends Payable toBond-Type Class Shares pertaining to those BondType Class Shares and the equivalent of thePreferred Dividend to Bond-Type Class Sharespertaining to the period from the first day of the
fiscal year in which the date of the distribution ofresidual assets falls to the date of the distribution ofresidual assets.
2. No distribution of residual assets shall be made to
Bond-Type Class Shareholders, Etc. other than the
distribution provided for in the preceding paragraph.

- 8 -Current Articles of Incorporation

Proposed Amendments(VOTING RIGHTS)
Article 17

The Bond-Type Class Shareholders shallnot be entitled to exercise voting rights at theGeneral Shareholders Meetings for any matter.
(ACQUISITION BY THE COMPANY IN EXCHNGEFOR CASH)
Article 18

If an event provided for by resolution of

the Board of Directors or by delegation of authority
to the executive officer through resolution of theBoard of Directors of the Company before theissuance of Shares of Each Series of Bond-TypeClass arises with respect to the Bond-Type Class
Shares, the Company may acquire all or part ofthose Bond-Type Class Shares upon the arrival of adate separately determined by resolution of theBoard of Directors or by delegation of authority to
the executive officer through resolution of the Boardof Directors of the Company. In such case, theCompany shall deliver to the Bond-Type Class
Shareholders cash in the amount per Bond-TypeClass Share calculated by the method determined byresolution of the Board of Directors or by delegationof authority to the executive officer throughresolution of the Board of Directors of the Company
before the issuance of the Shares of Each Series of
Bond-Type Class as the sum of the equivalent of theIssue Price per Bond-Type Class Share plus theamount of the Accumulated Dividends Payable toBond-Type Class Shares pertaining to those BondType Class Shares and the equivalent of thePreferred Dividend to Bond-Type Class Sharespertaining to the period from the first day of the
fiscal year in which the date of the acquisition falls
to the date of the acquisition, in exchange for theacquisition of those Bond-Type Class Shares. If theCompany acquires part of the Bond-Type Class
Shares, the Company shall determine the scope of
Bond-Type Class Shares to be acquired from BondType Class Shareholders by a reasonable method
determined by the Board of Directors or bydelegation of authority to the executive officer
through resolution of the Board of Directors of theCompany.

- 9 -Current Articles of Incorporation

Proposed Amendments(SHARE CONSOLIDATION OR SHARE SPLIT)
Article 19

The Company shall not conduct any shareconsolidation or share split with respect to the BondType Class Shares, unless otherwise provided by law
or ordinance.
2. The Company shall not make any gratis allotment ofshares or stock acquisition rights to the Bond-TypeClass Shareholders.
3. The Company shall not grant to Bond-Type Class
Shareholders any right to receive allotment of shares
offered for subscription or stock acquisition rights
offered for subscription.
4. If the Company conducts a share transfer (limited toa sole-share transfer conducted by the Company), theCompany shall deliver to Common Shareholders,Etc. shares issued by the wholly owning parent
company incorporated in the share transfer that areof the same class as the Common Shares of theCompany in exchange for the Common Shares, anddeliver to Bond-Type Class Shareholders, Etc. sharesissued by the wholly owning parent company
incorporated in the share transfer that are of the sameclass as the Bond-Type Class Shares in exchange for
the Bond-Type Class Shares, in the same ownership
ratio respectively.
5. The adjustment of the Preferred Dividend to BondType Class Shares and Accumulated Dividends
Payable to Bond-Type Class Shares in the caseprovided for in the preceding paragraph shall be
conducted by the method determined by resolutionof the Board of Directors or by delegation of
authority to the executive officer through resolutionof the Board of Directors of the Company before theissuance of the Shares of Each Series of Bond-TypeClass.
(ORDER OF PRIORITY)
Article 20

Payments of Preferred Dividends to

Bond-Type Class Shares and Interim Preferred
Dividends

toBond-TypeClass

Shares,anddistribution of residual assets to Shares of Each Seriesof Bond-Type Class are ranked pari passu.

- 10 -

Current Articles of Incorporation
CHAPTER 3

Proposed Amendments
CHAPTER 4 GENERAL MEETINGS OF

GENERAL MEETINGS OF

SHAREHOLDERS
Article 13-Article 20

SHAREHOLDERS(Omitted)(Newly established)(Unchanged)

Article 21–Article 28(GENERAL MEETINGS OF CLASSSHAREHOLDERS)
Article 29

Unlessotherwiseprovidedbylaw,ordinance or the Articles of Incorporation, theresolutions of a General Meeting of Class
Shareholders shall be adopted by a majority of thevoting rights represented by the shareholders present
who are entitled to exercise voting rights.
2. The resolutions provided for in Article 324,
Paragraph 2 of the Companies Act shall be adopted
by no less than two-thirds of the voting rights ofshareholders present at the meeting whereby
shareholders representing no less than one-third of
the voting rights of shareholders who are entitled toexercise voting rights are present.
3. The provisions of Article 23 to Article 26 and Article
28 apply mutatis mutandis to the General Meetingsof Class Shareholders.
4. The provision of Article 22 applies mutatis mutandis
with respect to any General Meeting of Class
Shareholders held within three months after 31st ofMarch each year.
5. No resolution of a General Meeting of Class
Shareholders

comprising

Bond-TypeClass

Shareholders of each series is required for theCompany to conduct any of the acts provided for in
the items of Article 322, Paragraph 1 of theCompanies Act, unless otherwise provided by law orordinance.
6. If the Company performs any of the following acts
and there is any likelihood of causing damage to theBond-Type Class Shareholders, that act shall not takeeffect without a resolution of the General Meeting ofClass Shareholders comprising Bond-Type Class
Shareholders, in addition to a resolution of theGeneral Meeting of Shareholders or the Board of
Directors, unless there are no Bond-Type Class
Shareholders who would be able to vote at that
General Meeting of Class Shareholders:- 11 -

Current Articles of Incorporation

Proposed Amendments(1) a merger in which the Company will be thedisappearing company or a share exchange or sharetransfer in which the Company will be the wholly
owned subsidiary company (except for a sole-sharetransfer conducted by the Company); or(2) an approval by the Board of Directors of ademand for a cash-out by a Special Controlling
Shareholder against the other shareholders of theCompany.

CHAPTER 4

DIRECTORS AND BOARD OF

CHAPTER 5

DIRECTORSDIRECTORS(Omitted)

Article 30–Article 41

NOMINATION COMMITTEE,CHAPTER 6

Article 21–Article 32
CHAPTER 5

Etc.

CHAPTER 7

CHAPTER 7(Omitted)

FINANCIAL AUDITORCHAPTER 8(Unchanged)

FINANCIAL AUDITOR

Article 49 and Article 50 (Unchanged)

ACCOUNTING

Article 42-Article 45

EXECUTIVE OFFICERS

Article 44–Article 48

Article 40 and Article 41 (Omitted)
CHAPTER 8

NOMINATION COMMITTEE,

Article 42 and Article 43 (Unchanged)

EXECUTIVE OFFICERS

Article 35-Article 39(Unchanged)

Etc.

Article 33 and Article 34 (Omitted)
CHAPTER 6

DIRECTORS AND BOARD OF

CHAPTER 9

ACCOUNTING

Article 51–Article 54(Omitted)(Unchanged)(STATUTE OF LIMITATIONS FOR DIVIDENDS)(STATUTE OF LIMITATIONS FOR DIVIDENDS)

Article 46

Article 55

If the dividend property is in the form

If the dividend property is in the form ofof cash, the Company shall be released from thecash, the Company shall be released from theobligation to pay any dividends that have not been

obligation to pay any dividends that have not been

received after three full years from the date ofreceived after three full years from the date ofcommencement of payment. Interest shall notcommencement of payment. Interest shall not accrue

accrue on unpaid dividend property.

on unpaid dividend property, except when otherwise
specified in the Articles of Incorporation.

[Reference]
If this proposal is approved at this General Meeting of Shareholders, the provisions regarding Bond-TypeClass Shares will be established in the Articles of Incorporation of the Company at the conclusion of the- 12 -

General Meeting of Shareholders. Any issuance of Bond-Type Class Shares under the amended Articles ofIncorporation will be determined by resolution of the Board of Directors of the Company or by delegation of
authority to the executive officer through resolution of the Board of Directors of the Company (collectively“Issuance Resolution”) after this General Meeting of Shareholders in light of the Company’s capital policy,
with reference to market conditions and other factors. A shelf registration statement with respect to theissuance of the Series 1 Bond-Type Class Shares has been filed as of February 9, 2024. The details of theSeries 1 Bond-Type Class Shares specified in the shelf registration statement are as follows, and the
maximum issue amount of the Series 1 Bond-Type Class Shares specified in the shelf registration statementis 150 billion yen. If the Company decides to issue the Series 1 Bond-Type Class Shares, the subscription
requirements of the offering, including the conditions and the Issue Price and the subscription price of theSeries 1 Bond-Type Class Shares other than the Annual Dividend Rate and the number of shares to be issued,
shall be determined by the Issuance Resolution. After the Issuance Resolution, the Company determines theAnnual Dividend Rate after receiving a fair valuation report with respect to the Series 1 Bond-Type Class
Shares, through the same method as the Book Building procedures provided for in Article 25 of the Rules
Concerning Underwriting, Etc. of the Japan Securities Dealers Association, where the Company presents thepreliminary pricing range with respect to the Annual Dividend Rate, and comprehensively considerers thedemand under the preliminary pricing range, the market price of subordinate bonds issued by other operatingcompanies of a similar credit rating to the Company, and other factors (the date of determination of such
Annual Dividend Rate shall be hereinafter defined as the “Pricing Date”).
Outline (Details of the Series 1 Bond-Type Class Shares）
The details of the Series 1 Bond-Type Class Shares are as follows.
A. Preferred Dividends(1) When the Company declares a dividend of surplus with March 31 as the record date, the Company
shall pay a dividend in cash in the following amount (the “Preferred Dividend to Series 1 Bond-TypeClass Shares”) to the holders of the Series 1 Bond-Type Class Shares (“Series 1 Bond-Type Class
Shareholders”) or registered pledgees of the Series 1 Bond-Type Class Shares (collectively with
Series 1 Bond-Type Class Shareholders, “Series 1 Bond-Type Class Shareholders, Etc.”), entered orregistered in the last register of shareholders as of the record date of that dividend, in preference tothe holders of Common Shares of the Company (“Common Shares”) (“Common Shareholders”) andregistered pledgees of Common Shares (collectively with Common Shareholders, “Common
Shareholders, Etc.”); provided, however, that if Interim Preferred Dividends to Series 1 Bond-TypeClass Shares (defined in the below Section B) have been paid during the fiscal year in which therecord date of that dividend falls, the total amount of those Interim Preferred Dividends to Series 1
Bond-Type Class Shares shall be deducted from the Series 1 Preferred Dividend to Bond-Type Class
Shares.
The amount per share equal to the product of the equivalent of the amount set as the price ofissue per share (the “Issue Price”) multiplied by the Annual Dividend Rate determined by thesame method as the Book Building procedures specified above on the Pricing Date
From the fiscal year in which the issuance date of the Series 1 Bond-Type Class Shares falls to
the fiscal year in which the date five years after that issuance date falls, the Annual DividendRate (*) shall be equal to the sum of the fixed base rate specified in the Issuance Resolution
plus the initial spread determined by the same method as the Book Building procedures
specified above (“Initial Spread”), and thereafter the Annual Dividend Rate shall be the sum of
the variable base rate specified in the Issuance Resolution plus the Initial Spread plus 1 percent.
However, in accordance with the provisions of the Articles of Incorporation, in no case shallthe Annual Dividend Rate exceed 10 percent.
*
Assuming the market conditions as of February 9, 2024, the Annual Dividend Rate for theperiod from the fiscal year in which the issuance date of the Series 1 Bond-Type Class
Shares falls to the fiscal year in which the date five years after that issuance date falls is
anticipated to be from 2 to 4 percent.
(2) As for Accumulated Dividends Payable to Series 1 Bond-Type Class Shares, if the amount ofdividends of surplus paid in cash to each Series 1 Bond-Type Class Shareholders, Etc. per Share of
Each Series 1 Bond-Type Class in a given fiscal year in which the record date falls is less than theamount of the Preferred Dividend to Series 1 Bond-Type Class Shares payable to those Series 1- 13 -

Bond-Type Class Shares for that fiscal year, that shortfall amount shall be accumulated in subsequentfiscal years by a simple interest calculation calculated by the method determined by the Issuance
Resolution and other ways based on the Annual Dividend Rate determined by the same method as
the Book Building procedures specified above (such accumulated shortfall shall be hereinafter
defined as the “Accumulated Dividends Payable to Series 1 Bond-Type Class Shares”). The
Company shall pay dividends of surplus in cash to Series 1 Bond-Type Class Shareholders, Etc. until
such payment reaches the amount of Accumulated Dividends Payable to Series 1 Bond-Type Class
Shares per Series 1 Bond-Type Class Share, in preference to any dividends of Preferred Dividend to
Series 1 Bond-Type Class Shares and Interim Preferred Dividends to Series 1 Bond-Type Class
Shares.
(3) No dividends of surplus shall be paid to Series 1 Bond-Type Class Shareholders, Etc. in excess ofthe total of the Preferred Dividend to Series 1 Bond-Type Class Shares and the Accumulated
Dividends Payable to Series 1 Bond-Type Class Shares.
B. Interim Preferred Dividends
When the Company makes a dividend of surplus with 30th of September as the record date (the “Interim
Dividend Record Date”), the Company shall pay a dividend in cash in the amount per the Series 1 BondType Class Share per equal to one half of the amount of the Preferred Dividend to Series 1 Bond-TypeClass Shares (if a dividend of surplus is paid with the Interim Dividend Record Date in the fiscal year
in which the date of issuance of the Series 1 Bond-Type Class Shares falls as the record date, the amountadjusted reasonably based on the number of days between the payment date (including the date) and theInterim Dividend Record Date (including the date); the “Interim Preferred Dividend to Series 1 BondType Class Shares”) to the Series 1 Bond-Type Class Shareholders, Etc. entered or registered in the lastregister of shareholders as of the Interim Dividend Record Date of that dividend, in preference to the
Common Shareholders, Etc.; provided, however, that the total amount of Interim Preferred Dividends
to Series 1 Bond-Type Class Shares for which the Interim Dividend Record Date falls in a given fiscal
year shall not exceed the amount of the Preferred Dividend to Series 1 Bond-Type Class Shares forwhich the record date falls in the same fiscal year.
C. Distribution of Residual Assets(1) When the Company makes a distribution of residual assets, the Company shall pay cash in thefollowing amount per Share of Each Series 1 Bond-Type Class to the Series 1 Bond-Type Class
Shareholders, Etc., in preference to the Common Shareholders, Etc.:
The amount calculated by the method determined by the Issuance Resolution and other way as
the sum of the equivalent of the Issue Price per Series 1 Bond-Type Class Share plus the amountof the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares pertaining to those
Series 1 Bond-Type Class Shares and the equivalent of the Preferred Dividend to Series 1 BondType Class Shares pertaining to the period from the first day of the fiscal year in which the dateof the distribution of residual assets falls to the date of the distribution of residual assets.
(2) No distribution of residual assets shall be made to Series 1 Bond-Type Class Shareholders, Etc. otherthan the distribution provided for in the above (1).
D. Order of Priority
Payments of Preferred Dividends to Bond-Type Class Shares and Interim Preferred Dividends to BondType Class Shares, and distribution of residual assets to the Series 1 Bond-Type Class Shares through
Series 6 Bond-Type Class Shares of the Company are ranked pari passu.
E. Voting Rights
The Series 1 Bond-Type Class Shareholders shall not be entitled to exercise voting rights at theGeneral Shareholders Meetings for any matter.
F. Resolutions of a General Meeting of Class Shareholders(1) Unless otherwise provided by law, ordinance or the Articles of Incorporation, the resolutions of aGeneral Meeting of Class Shareholders shall be adopted by a majority of the voting rights
represented by the shareholders present who are entitled to exercise voting rights.
(2) The resolutions provided for in Article 324, Paragraph 2 of the Companies Act shall be adopted by
no less than two-thirds of the voting rights of shareholders present at the meeting whereby
shareholders representing no less than one-third of the voting rights of shareholders who are entitled
to exercise voting rights are present.
(3) No resolution of a General Meeting of Class Shareholders comprising the Series 1 Bond-Type Class
Shareholders is required for the Company to conduct any of the acts provided for in the items of- 14 -

Article 322, Paragraph 1 of the Companies Act, unless otherwise provided by law or ordinance.
(4) If the Company performs any of the following acts and there is any likelihood of causing damage to
the Series 1 Bond-Type Class Shareholders, that act shall not take effect without a resolution of theGeneral Meeting of Class Shareholders comprising the Series 1 Bond-Type Class Shareholders, inaddition to a resolution of the General Meeting of Shareholders or the Board of Directors, unlessthere are no Series 1 Bond-Type Class Shareholders who would be able to vote at that General
Meeting of Class Shareholders:a. a merger in which the Company will be the disappearing company or a share exchange or sharetransfer in which the Company will be the wholly owned subsidiary company (except for a soleshare transfer conducted by the Company); or
b. an approval by the Board of Directors of a demand for a cash-out by a Special Controlling
Shareholder against the other shareholders of the Company.
G. Acquisition by the Company in Exchange for Cash
(1) If five years have passed since the payment date (issuance date) (including the date) of the Series 1
Bond-Type Class Shares, or another event provided for in the Issuance Resolution arises with respect
to the Series 1 Bond-Type Class Shares, the Company may acquire all or part of the Series 1 BondType Class Shares upon the arrival of an acquisition date separately determined by resolution of theBoard of Directors or by delegation of authority to the executive officer through resolution of theBoard of Directors of the Company. In such case, the Company shall deliver to the Series 1 BondType Class Shareholders cash in the amount specified based on the Issue Price in the Issuance
Resolution per Series 1 Bond-Type Class Share in exchange for the acquisition of the Series 1 BondType Class Shares. However, the Company may not make an acquisition where either the acquisition
date or a Book-Entry Transfer Acquisition Date pertaining to the acquisition (defined below) falls
on any day from April 1 to June 30.
The term “Book-Entry Transfer Acquisition Date” means the date on which an entry or record
showing an increase in the number of the Series 1 Bond-Type Class Shares pertaining to theacquisition is made in the holdings column of the transferee account of the Company upon an
application for book-entry transfer based on the acquisition of monetary consideration described in
the Section G or the date on which the entry or record showing the Series 1 Bond-Type Class Sharesis deleted upon a notice of deletion in its entirety based on the acquisition.
(2) If the Company acquires the Series 1 Bond-Type Class Shares in exchange for cash under the Section
G, or through an agreement with specific Series 1 Bond-Type Class Shareholders or a market
transaction, etc. under Article 165, Paragraph 1 of the Companies Act (collectively with anacquisition in exchange for cash, “Acquisition for Monetary Consideration”), unless otherwise
specified in the Issuance Resolution, the Company shall not conduct that Acquisition for Monetary
Consideration unless financing with respect to the Required Refinancing Amount (defined below) issecured by the issuance, disposition, or borrowing (“Issuance, Etc.”) of Refinancing Securities(defined below). Such Issuance, Etc. of Refinancing Securities shall take place during the 12 months
prior to the date of the Acquisition for Monetary Consideration.
“Required Refinancing Amount” means: if the Refinancing Securities are Common Shares, theEquity Valuation Equivalent (defined below) of the Series 1 Bond-Type Class Shares subject to theAcquisition for Monetary Consideration; if the Refinancing Securities are not Common Shares, thequotient of the Equity Valuation Equivalent of the Series 1 Bond-Type Class Shares subject to theAcquisition for Monetary Consideration divided by the equity credit of those Refinancing Securities
as recognized by a credit rating institution (expressed as a percentage). In case where the Refinancing
Securities consist of both Common Shares and non-Common Shares; the respective equations shallbe applied as appropriate.
“Equity Valuation Equivalent” means the amount of the equivalent of the total Issue Price of
the Series 1 Bond-Type Class Shares multiplied by the equity credit of the Series 1 Bond-Type Class
Shares as of the payment date as recognized by the credit rating institution (expressed as apercentage).
“Refinancing Securities” means the securities and obligations specified in a. through c. below;
however, (i) limited to those announced by the Company as Refinancing Securities, even if any of a.
through c. applies, (ii) in the case of a. or b. below, limited to those subject to Issuance, Etc. to aperson other than a subsidiary company of the Company as defined in Article 2, Item 3 of the- 15 -

Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial Statementsof the Company or an affiliated company as defined in Article 2, Item 7 of the said Regulation, and(iii) in the case of b. or c. below, limited to those recognized by the credit rating institution as having
equity credit equivalent or superior to the Series 1 Bond-Type Class Shares as of the payment dateof the Series 1 Bond-Type Class Shares.
a. Common Sharesb. Shares of classes other than a.
c. All other securities and obligations of the Company other than a. and b.
(3) If the Company acquires part of the Series 1 Bond-Type Class Shares under (1) above, the Company
shall determine the scope of the Series 1 Bond-Type Class Shares to be acquired from the Series 1
Bond-Type Class Shareholders by a reasonable method determined by the Board of Directors or bydelegation of authority to the executive officer through resolution of the Board of Directors of theCompany.
H. Share Consolidation or Share Split(1) The Company shall not conduct any share consolidation or share split with respect to the Series 1
Bond-Type Class Shares, unless otherwise provided by law or ordinance.
(2) The Company shall not make any gratis allotment of shares or stock acquisition rights to the Series
1 Bond-Type Class Shareholders.
(3) The Company shall not grant to the Series 1 Bond-Type Class Shareholders any right to receive
allotment of shares offered for subscription or stock acquisition rights offered for subscription.
(4)If the Company conducts a share transfer (limited to a sole-share transfer conducted by the Company),
the Company shall deliver to the Series 1 Bond-Type Class Shareholders, Etc. shares issued by thewholly owning parent company incorporated in the share transfer that are of the same class as theSeries 1 Bond-Type Class Shares in exchange for the Series 1 Bond-Type Class Shares, in the sameownership ratio. The adjustment of the Preferred Dividend to the Series 1 Bond-Type Class Sharesand the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares in such case shall be
conducted by the method specified in the Issuance Resolution.
I. Absence of Seller Put Options when the Company Acquires the Bond-Type Class Shares
If the Company decides to acquire all or part of the Series 1 Bond-Type Class Shares held by any Series
1 Bond-Type Class Shareholder under an agreement with a specific Series 1 Bond-Type Class
Shareholder pursuant to a resolution of the General Meeting of Shareholders, and further decides to
notify the Series 1 Bond-Type Class Shareholder of matters prescribed in items of Article 157,
Paragraph 1 of the Companies Act, the provisions of Article 160, Paragraphs 2 and 3 of such act shallnot apply.
J. Listing
A listing application in respect of the Series 1 Bond-Type Class Shares for the Prime Market of theTokyo Stock Exchange, Inc. is planned to be made.

- 16 -

Q&As on Bond-Type Class Shares

1.

2.

3.

4.

5.

The Q&As have been prepared for your reference of our Bond-Type Class Shares.
Question
AnswerWhat is the purpose of• As the Bond-Type Class Shares can be an option to secure aamendments to the Articles ofsound financial base to support the promotion as our group
Incorporation this time?
strategy, “integrated infrastructure service company,” wehave decided to make the amendment to the Articles ofIncorporation to increase equity financing options primarily
for retail investors.
• In addition, the Series 1 Bond-Type Class Shares aim tosecure the financial soundness to support growthinvestments as soon as possible after acquiring shares ofJapan Wind Development Co., Ltd., and maintain thecredit rating.
What is the expected role of• Considering the feasibility of increased investment for
hybrid capital in the financial
further business growth, we expect the Bond-Type Class
strategy and positioning of that
Shares to contribute to maintaining our financial soundness
in the capital structure?
without dilution of the voting rights of Common Shares.
• We believe that it is a useful method in pursuing optimal
financing options for our business and financial strategies
going forward, as this issuance will contribute todiversification of financing.
The multiple series of the Bond• The Company reserves authorized limit to realize flexible
Type Class Shares are provided.
issuance in the event that demand for capital expansion
What are the Company’s plansarises in the future. Comprehensively considering capitalon the specific issuances?
demand, market trends, and other factors, the Company will
determine future issues at the time of each issue, withmaximum of 30 million shares per issue, as specified in theamended Articles of Incorporation.
• Besides this, in case we acquire the Bond-Type Class Sharesin exchange for cash, we assume that equity financing ofequal or greater value shall be required in principle.
Accordingly other series of the Bond-Type Class Shares
may be issued associated with such acquisition.
Is it possible to use the Bond• The Bond-Type Class Shares are considered ill-suited toType Class Shares as takeover
takeover protection measures by their nature owing to theprotection measures?
lack of the voting rights at the General Meetings ofShareholders and the lack of the rights to convert them into
Common Shares, irrespective of the ownership ratio, and are
not anticipated to be used in that manner.
• Also, the Bond-Type Class Shares are not anticipated to be
allotted to the Common Shareholders by gratis allotment
and others.
The hybrid bonds have equity• The hybrid bonds are liabilities for accounting purposes.
credits by the rating agency.
This Amendment to the Articles of Incorporation is intended
Why does the Company amend
to increase the number of options for financing methods to
the Article of Incorporation?
expand shareholders’ capital also for the accounting
purposes.
• The Company will carefully examine and decide on theissuance of the Bond-Type Class Shares also by comparing
with other financing methods.
- 17 -

6.

Question
What are the characteristics ofthe Bond-Type Class Shares?

•

•

7.

Will the Bond-Type Class
Shares cause any disadvantages
to the Common Shareholders?

•

•

•

8.

What does “product naturesimilar to that of hybrid bonds”
mean?

•

•

9.

What is the difference between
the Bond-Type Class Shares andhybrid bonds?

••

10. What format of the issuance isplanned?

••11. What is the reason for
considering listing the BondType Class Shares on the Tokyo
Stock Exchange?

•

Answer
While the Bond-Type Class Shares are shares provided forin the Companies Act, the Company envisions a productnature that has a “bond” features, in consideration of theCommon Shareholders.
Specifically, the Bond-Type Class Shareholders are nonparticipating class shares, without rights to votes or toconvert into the Common Shares, and with no dividend paidbeyond the Preferred Dividends determined at the time ofissuance.
Since the holders of the Bond-Type Class Shares do nothave the rights to vote or to convert the Bond-Type Class
Shares into Common Shares, the Bond-Type Class Shares
do not cause dilution of the rights to vote.
The shares are non-participating class shares, to which no
dividend is paid beyond the Preferred Dividends determined
initially. Only Common Shareholders have the right toparticipate in dividends beyond Preferred Dividends.
The Company believe that we can secure a sound financialbase, while taking into more consideration the impact on the
Company’s financial indicators, including ROE and EPS for
Common Shares (*), when compared to a capital increase
through the issuance of Common Shares.
The Company envisions a product nature similar to that ofhybrid bonds so as to obtain equity credits (50% of theamount of funds raised) by the rating agency (Japan Credit
Rating Agency, Ltd.).
The dividend is fixed for approximately the first five years.
In principle. after the elapse of five years from the issuancedate, the Company may acquire the Bond-Type Class
Shares in exchange for cash in an amount equivalent to theIssue Price plus adjustments for accrued dividend, etc.
The Bond-Type Class Shares differ significantly fromordinary hybrid bonds in that they allow for increased
equity for accounting purposes.
In addition, the Bond-Type Class Shares will be a productavailable for investment by a wide range of investors
through listing on the Tokyo Stock Exchange. (It is eligible
for investment in NISA, a new type of tax exemption
program.)
The Company envisages to make them available forinvestment by a wide range of investors, including retailinvestors, through a public offering in Japan.
The Company envisages to make the Bond-Type Class
Shares also available for investment by the Common
Shareholders of the Company.
To make the Bond-Type Class Shares available forinvestment by a wide range of investors, the Company
believe it is important to increase recognition of the sharesand provide trading opportunities by listing them on theTokyo Stock Exchange.

- 18 -

Question
12. When is the planned timing of
the issuance of the Series 1
Bond-Type Class Shares andhow much is the planned
amount of the issuance of theSeries 1 Bond-Type Class
Shares?
13. How will the proceeds fromissuing the Series 1 Bond-TypeClass Shares be used?

••

14. Why is the Annual DividendRate range anticipated to befrom 2% to 4%?

•

15. Does the issuance of the Series 1
Bond-Type Class Shares affectthe dividend policy on the
Common Shares?
16. Is it planned to acquire (call) the
Bond-Type Class Shares inexchange for cash after five
years from the issuance?

•

•

•

*

AnswerAlthough issuing the Bond-Type Class Shares has not yet
been determined at this time, if the proposal of Amendment
to the Articles of Incorporation is approved, we may
determine to issue, depending on the market environment,
the Series 1 Bond-Type Class Shares on the order of up to
150 billion yen at the earliest on the date of the General
Meeting of Shareholders.
Upon the issuance of Series 1 Bond-Type Class Shares, theproceeds will be used to refinance the bridge loan (whichamounts to 218.4 billion yen) borrowed from financial
institutions for the acquisition of shares of JWD. The
Company have already applied the net proceeds ofapproximately 60 billion yen from the Zero Coupon
Convertible Bonds (Green CBs) Due 2029 issued on April
8, 2024, for a partial repayment of the bridge loans.
Assuming market conditions and other factors as ofFebruary 9, 2024, we set the Annual Dividend Rate range
after comprehensively considering the market price ofsimilar hybrid bonds and other factors based on the natureof the product positioned between equity and debt.
The Company views profit distributions to its shareholders
as one of its most important management priorities and does
not change to the forecast of dividends for the current fiscal
year.
The Company will determine whether to acquire (call) the
Bond-Type Class Shares in exchange for cash,
comprehensively considering our business and financial
strategy, market conditions and other factors at the time.
The Company fully understand that, as is customary in themarket for hybrid financing, many investors expect to becalled by the timing of dividend step-up.

On the assumption that the relevant amounts of the Bond-Type Class Shares (paid-in amount and preferred
dividends) are deducted from the net assets and net income when calculating ROE and EPS for Common
Shares.

Disclaimer
This document on the Bond-Type Class Shares of the Company is for reference purposes only and is notintended for the purpose of soliciting investments or engaging in any other similar activities in or outside ofJapan. Investors should review a prospectus and supplements or amendments thereto (if any) prepared by theCompany prior to making any investment decisions.
This document does not constitute an offer of securities for sale in the United States. The securities may not
be offered or sold in the United States absent registration or an exemption from registration under the U.S.
Securities Act of 1933. If any public offering of securities is made in the United States, it will be made bymeans of an English language prospectus prepared in accordance with the U.S. Securities Act of 1933. Suchprospectus may be obtained from the issuer or seller of the securities and will contain detailed information
about the issuer and its management, as well as its financial statements. In the case described herein, thesecurities will not be publicly offered in the United States.

- 19 -

Proposal No. 2:

Election of 9 Directors

The terms of office of all 9 currently serving Directors will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of 9 Directors.
The candidates for Director are as follows:
No.

Nature ofCandidacy

Name

Current Positions andResponsibilities

1

Reappointment

Soji Maeda

Male

2

Reappointment

Kazunari Kibe

Male

3

Reappointment

Yasuhiko Imaizumi

Male

4

Reappointment

Masaaki Shioiri

Male

Keiichiro Hashimoto

Male

Seiichiro Yonekura

Male

Koichi Moriya

Male

Rie Murayama

FemaleAtsushi Takagi

Male

Reappointment

5

OutsideIndependent

Reappointment

6

OutsideIndependent

Reappointment

7

OutsideIndependent
Reappointment

8

OutsideIndependent
Reappointment

9

OutsideIndependent

Reappointment : Candidate for reappointment as Director
OutsideIndependent: Candidate for Outside Director: Independent Officer set forth by the stock exchanges- 20 -

Director & Chairperson
Compensation Committee
MemberDirector
Representative Executive
Officer and President
Nominating Committee
MemberCompensation Committee
MemberDirector
Nominating Committee
MemberCompensation Committee
MemberDirector
Executive Officer
Nominating Committee
MemberOutside Director
Chairperson of the Board of
Directors
Chairperson of Audit
Committee
Nominating Committee
MemberOutside Director
Nominating Committee
MemberCompensation Committee
MemberAudit Committee Member
Outside Director
Chairperson of Nominating
Committee
Compensation Committee
MemberAudit Committee Member
Outside Director
Nominating Committee
MemberCompensation Committee
MemberOutside Director
Chairperson ofCompensation Committee
Nominating Committee
MemberAudit Committee Member

Attendance atBoard of Directors
Meetings
7/7 meetings(100%)

7/7 meetings(100%)

5/5 meetings(100%)
7/7 meetings(100%)

7/7 meetings(100%)

7/7 meetings(100%)

7/7 meetings(100%)

7/7 meetings(100%)

7/7 meetings(100%)

Structure after the 3rd Ordinary General Meeting of Shareholders (planned)
OutsideInsideComposition of the Board of Directors
5
4Female1Female Director

Male
8

Total
9

Ratio of Outside
56%

Total
9

Ratio of Female
11%[Reference] Skills matrix of the candidates for Directors

○

○

○

○

○

○

○

○

○

○

Director

Yasuhiko Imaizumi Nominating Committee Member
Compensation Committee Member- 21 -○○

ESG / Sustainability○

IT /Digital transformation

Kazunari Kibe

Director
Representative Executive Officer andPresident
Nominating Committee Member
Compensation Committee Member

Global perspective /Overseas business
management○

Technology / R&D /Quality / Safety○

HR development /Labor management○

Internal control /Risk management

Director & Chairperson
Compensation Committee Member

Current positions and responsibilities

Sales / Marketing

Business strategy /Industry knowledge

Soji Maeda

Name

Finance / Accounting

Business management /M&A

Expected roles and expertise○○Outside Director
Nominating Committee Member
Seiichiro YonekuraCompensation Committee Member
Audit Committee Member

Koichi Moriya

Outside Director
Chairperson of Nominating Committee
Compensation Committee Member
Audit Committee Member

Rie Murayama

Outside Director
Nominating Committee Member
Compensation Committee Member

○

○

○

○

○

- 22 -

○

○

○

○

○

○

○

ESG / Sustainability○

IT /Digital transformation

Outside Director
Chairperson of the Board of Directors
Chairperson of Audit Committee
Nominating Committee Member

Global perspective /Overseas business
management

Keiichiro
Hashimoto○Technology / R&D /Quality / Safety○

HR development /Labor management○

Internal control /Risk management

Director
Executive Officer
Nominating Committee Member

Current positions and responsibilities

Sales / Marketing

Business strategy /Industry knowledge

Masaaki Shioiri

NameFinance / Accounting

Business management /M&A

Expected roles and expertise

○

○

○

○

○

○

○

○

○

Name

Atsushi Takagi
Current positions and responsibilities
Finance / Accounting○○(Note) The above list does not represent all the expertise possessed by each Director- 23 -○○

ESG / Sustainability

IT /Digital transformation

Global perspective /Overseas business
management

Technology / R&D /Quality / Safety

HR development /Labor management

Internal control /Risk management

Sales / Marketing

Business strategy /Industry knowledge

Outside Director
Chairperson of Compensation Committee
Nominating Committee Member
Audit Committee Member

Business management /M&A

Expected roles and expertise

No.

1

Soji Maeda(December 6, 1967)

Number of shares of the Company held 189,674 shares
Tenure as Director

2 year 9 months

Attendance at Board of Directors Meetings

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1997

Joined Maeda Corporation

Apr. 2000

Deputy General Manager of Kanto (currently Tokyo Building Works
Branch) Branch

Jun. 2002

Director, Managing Officer

Jun. 2004

Senior Managing Officer

Nov. 2004

General Manager of Building Division

Jan. 2007

Project Leader of TPM

Jun. 2008

In charge of TPM, and in charge of Sales Promotion of Building Division

Apr. 2009

In charge of Iidabashi Redevelopment PJ

Jan. 2010

Responsible for Energy

Apr. 2011

Deputy General Manager of Kansai Branch

Apr. 2014

Responsible for Sales

Apr. 2016

President and Representative Director (current position)

Oct. 2021

Director & Chairperson of the Company (current position)(Significant Positions Held at Other Companies)
President and Representative Director of Maeda Corporation
Reasons for nomination as candidate for Director
He has deep insight based on abundant business execution and operating results related to
Civil Engineering and the Building Division as President and Representative Director of
Maeda Corporation. He has served as Director & Chairperson since the establishment of theCompany. Expecting that he can contribute to improve corporate value by using his abundant
practical experience and knowledge about the Group, the Company has nominated him again
as a candidate for Director.

- 24 -

No.

2

Number of shares of the Company held 109,630 shares

Kazunari Kibe

Tenure as Director

2 year 9 months

Attendance at Board of Directors Meetings(April 25, 1961)

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1986

Joined Maeda Corporation

Jan. 2007

General Manager of Corporate Planning Dept. of Business Administration
Division

Apr. 2009

Deputy General Manager of Business Administration Division

Jan. 2010

Executive Officer, Deputy General Manager of Civil Engineering Division,in charge of Corporate Planning

Apr. 2013

General Manager of Business Strategy Office

Apr. 2014

Managing Officer

Apr. 2016

General Manager of Business Strategy DivisionJun. 2016

Director

Apr. 2020

Senior Managing Officer, General Manager of Management Innovation(current position)

Jun. 2020

In charge of CSR and Environment

May 2021

In charge of CSV Planning, Technology and Information Subdivision

Oct. 2021

Representative Director and Executive Vice President (current position), in
charge of Information

Oct. 2021

Director, Representative Executive Officer and President, and CEO of theCompany (current position)(Significant Positions Held at Other Companies)
Representative Director and Executive Vice President, General Manager of Management
Innovation of Maeda Corporation
Reasons for nomination as candidate for Director
He has deep insight based on abundant management execution in the corporate planning
divisions and operating results in managing a division headquarters as General Manager ofBusiness Strategy Division of Maeda Corporation. He has served as Representative Executive
Officer and President since the establishment of the Company and led the Group since then.
Therefore, judging him a suitable person to promote the Company’s medium- to long-termbusiness plan, the Company has nominated him again as a candidate for Director.

- 25 -

No.

3

Yasuhiko
Imaizumi

Number of shares of the Company held 63,654 shares(October 18, 1957)

5/5 meetings (100%)

Tenure as Director

1 yearAttendance at Board of Directors Meetings

Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1981

Joined Maeda Corporation

Apr. 2003

General Manager of Building Sales & Marketing Dept. 3 of Building
Division

Apr. 2010

Executive Officer, General Manager of Planning Promotion Dept. of
Building Division

Apr. 2011

In charge of Overseas Business (Building), General Manager of Overseas
Dept. of Building Division

Apr. 2012

Deputy General Manager of Overseas Business Division, in charge ofSales & Marketing of Building DivisionJun. 2013

Managing Officer

Apr. 2014

General Manager of Chubu Branch

Apr. 2016

General Manager of Tokyo Building Works Branch

Apr. 2017

Senior Managing Officer, General Manager of Building DivisionJun. 2017

Director

Jun. 2020

President and CEO, Executive Officer and President of Maeda Road
Construction Co., Ltd. (current position)

Jun. 2022

Chairperson of JAPAN ASPHALT MIXTURE ASSOCIATION (current
position)

Jun. 2023

Director of the Company (current position)(Significant Positions Held at Other Companies)
President and CEO of Maeda Road Construction Co., Ltd.
Chairperson of JAPAN ASPHALT MIXTURE ASSOCIATION
Reasons for nomination as candidate for Director
He has served as General Manager of Building Division, etc. of Maeda Corporation andcurrently serves as President and CEO of Maeda Road Construction Co., Ltd. Thus, he has
deep insight based on abundant business execution and operating results related to thepavement business. Judging that he can also use his abundant business experience andknowledge for the Group’s business and that he is a suitable person to promote the Company’s
medium- to long-term business plan, the Company has nominated him again as a candidate
for Director.

- 26 -

No.

4

Number of shares of the Company held 59,146 shares

Masaaki Shioiri Tenure as Director

2 year 9 months

Attendance at Board of Directors Meetings(February 5, 1958)

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1981

Joined Maeda Seisakusho Co., Ltd.

Apr. 2008

Executive Officer, Manager of Machinery Sales Department, Industrial
Machinery Division

Oct. 2008

Department Manager of Manufacturing Department and Group Manager
of Environmental Construction Machinery Group, Industrial Machinery
Division

Apr. 2009

Deputy Division General Manager of Industrial Machinery Division and
Department Manager of Manufacturing Department

Jun. 2009

Director

Apr. 2010

Managing Officer

Oct. 2010

Deputy Division General Manager of Industrial Machinery Division,
Department Manager of Manufacturing Department, and Department
Manager of Planning & Management Department

Apr. 2011

Deputy Division General Manager of Industrial Machinery Division and
Department Manager of Industrial Machinery Business Department

Apr. 2012

Division General Manager of Industrial Machinery Division

Apr. 2013

Representative Director and President, Executive Officer and President(current position)

Oct. 2021

Director, Executive Officer Responsible for Capital Investment Strategy of
the Company (current position)(Significant Positions Held at Other Companies)
Representative Director and President of Maeda Seisakusho Co., Ltd.
Reasons for nomination as candidate for Director
He has deep insight based on abundant business execution and operating results in themachinery business as Representative Director and President of Maeda Seisakusho Co., Ltd.
He has served as Director since the establishment of the Company. Therefore, judging him asuitable person to promote the Company’s medium- to long-term business plan, the Company
has nominated him again as a candidate for Director.

- 27 -

5

No.

Keiichiro
Hashimoto(October 20, 1951)

Number of shares of the Company held 1,500 shares
Tenure as outside Director

2 year 9 months

Attendance at Board of Directors Meetings

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Apr. 1974

Joined The Mitsubishi Bank, Ltd. (currently, MUFG Bank, Ltd.)

Jun. 2001

General Manager, International Business Department of The Mitsubishi
Bank, Ltd.

Jun. 2003

Member of the Board, Deputy President Executive Officer, and Chief
Financial Officer (CFO) of Mitsubishi Motors Corporation

Jun. 2005

Senior Managing Director of SEGA SAMMY HOLDINGS INC.

Jun. 2010

Director, Chairman and President of Metropolitan Expressway Company
Limited

Oct. 2012

Audit & Supervisory Board Member of Bit-isle Inc. (currently, Equinix,Inc.)

May 2014

Director, Executive Vice President and COO of Shioya Tochi Co., Ltd.

Jun. 2015

Audit & Supervisory Board Member of Higashi-Nippon Bank, Ltd.

Apr. 2016

Audit & Supervisory Board Member of Concordia Financial Group, Ltd.
(current position)

Apr. 2019

Vice Chairman & President of Japan Association of Corporate Executives

Jun. 2020

Outside Director of FANCL CORPORATION (current position)

Jun. 2020

Audit & Supervisory Board Member of Maeda Road Construction Co.,
Ltd.

Jun. 2021

Non-executive Director of Maeda Road Construction Co., Ltd (current
position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Audit & Supervisory Board Member of Concordia Financial Group, Ltd.
Outside Director of FANCL CORPORATION
Non-executive Director of Maeda Road Construction Co., Ltd.
Reasons for nomination as candidate for Outside Director and expected roles
He has deep insight based on business execution and operating results as a corporate manager
of banks and the automotive industry, and experience as an outside director of anothercompany, etc. Furthermore, he has provided advice and suggestions at the meetings of theBoard of Directors, etc. from an objective perspective independent of the management teamresponsible for business execution. Expecting that he will supervise the business execution of
the Company, give advice on the overall management, and thereby to contribute tostrengthening the effectiveness of the decision-making and supervisory functions of the Boardof Directors, etc., the Company has nominated him again as a candidate for Outside Director.

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6No.

0 shares
2 year 9 months

Seiichiro
Yonekura

Number of shares of the Company held

(May 7, 1953)

7/7 meetings (100%)

Tenure as outside Director

Attendance at Board of Directors Meetings

Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)
Jun. 1990

PhD, Harvard Graduate School of Arts and Sciences

Apr. 1995

Professor, Faculty of Commerce and Management of Hitotsubashi
University

Apr. 1997

Professor of Hitotsubashi University Institute of Innovation Research

May 2003

Co-President of Group Strategic Planning Office of Sony Corporation(currently, Sony Group Corporation)

Apr. 2008

Director of Hitotsubashi University Institute of Innovation Research

Apr. 2011

Outside Director of Ten Nine Communications Inc. (current position)

Mar. 2012

Academic Director of Centre for Japanese Studies (GIBS), University of
Pretoria

Apr. 2015

Non-executive Director of Educa & Quest Inc. (current position)

Apr. 2017

Professor of Hosei University Graduate School of Innovation Management

Dec. 2019

Representative Director of Creative Response-Social Innovation School(current position)

Oct. 2021

Outside Director of the Company (current position)

Apr. 2023

Outside Director of Fast Beauty inc. (current position)

Apr. 2024

Specially Appointed Professor of DIGITAL HOLLYWOOD
UNIVERSITY GRADUATE SCHOOL (current position)

Reappointment(Significant Positions Held at Other Companies)

OutsideOutside Director of Ten Nine Communications Inc.

IndependentNon-executive Director of Educa & Quest Inc.
Representative Director of Creative Response-Social Innovation School
Outside Director of Fast Beauty inc.
Specially Appointed Professor of DIGITAL HOLLYWOOD UNIVERSITY GRADUATESCHOOL
Reasons for nomination as candidate for Outside Director and expected roles
He has abundant practical experience and specialized knowledge as a professor and amanagement scholar. Furthermore, he has provided advice and suggestions at the meetings ofthe Board of Directors, etc. from an objective perspective independent of the management
team responsible for business execution. Expecting that he will supervise the businessexecution of the Company, give advice on the overall management, and thereby to contributeto strengthening the effectiveness of the decision-making and supervisory functions of theBoard of Directors, etc., the Company has nominated him again as a candidate for Outside
Director.

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7

No.

Koichi Moriya(August 13, 1957)

Number of shares of the Company held 3,100 shares
Tenure as outside Director

2 year 9 months

Attendance at Board of Directors Meetings

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Apr. 1981

Joined PIONEER CORPORATION

Jun. 2013

Executive Officer of PIONEER CORPORATION
Chairman and President of Pioneer China Holding Co., Ltd.

Jun. 2015

Senior Executive Officer, in charge of HR, General Affairs andInformation System, of PIONEER CORPORATION

Jun. 2017

Director and Senior Executive Officer (in charge of HR, General Affairs,
Information System, Legal Risk Management, Environment, CSR,
Corporate Communications & IR and Audit)

Jun. 2018

Representative Director, President and CEO

Jan. 2020

Director

Jun. 2020

Non-executive Director of Maeda Road Construction Co., Ltd. (current
position)

Jun. 2021

Outside Director of Cool Japan Fund Inc. (current position)
Vice Chairman of Investment Committee of Cool Japan Fund Inc.

Oct. 2021

Outside Director of the Company (current position)

Jun. 2023

Chairman of Investment Committee of Cool Japan Fund Inc. (current
position)(Significant Positions Held at Other Companies)
Non-executive Director of Maeda Road Construction Co., Ltd.
Outside Director and Chairman of Investment Committee of Cool Japan Fund Inc.
Reasons for nomination as candidate for Outside Director and expected roles
He has deep insight based on business execution and operating results as a corporate manager
at an electric-appliance manufacturer. Furthermore, he has provided advice and suggestions
at the meetings of the Board of Directors, etc. from an objective perspective independent of
the management team responsible for business execution. Expecting that he will supervise thebusiness execution of the Company, give advice on the overall management, and thereby tocontribute to strengthening the effectiveness of the decision-making and supervisory functionsof the Board of Directors, etc., the Company has nominated him again as a candidate for
Outside Director.

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8No.

0 shares
2 year 9 months

Number of shares of the Company held

Rie Murayama

Tenure as outside Director

Attendance at Board of Directors Meetings(May 1, 1960)

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Nov. 1988

Joined CS First Boston Inc.

Mar. 1993

Joined Goldman Sachs Japan Co., Ltd., Tokyo Branch

Nov. 2001

Managing Director

Apr. 2014

Director of National Center for Global Health and Medicine

Jun. 2016

External Director of RENOVA, Inc.

Apr. 2017

Chairman & Representative Director of ComTech, Ltd.

Jun. 2017

External Director of KATITAS Co., Ltd.

Jun. 2019

Outside Director of Shinsei Bank, Limited

Jun. 2020

Non-executive Director of Maeda Corporation (current position)

Jul. 2021

Outside Director of Ricecurry Inc. (current position)

Aug. 2021

Representative Director of the Astate Inc.

Oct. 2021

Outside Director of the Company (current position)

Feb. 2024

Auditor of Yamano Gakuen (current position)(Significant Positions Held at Other Companies)
Non-executive Director of Maeda Corporation
Outside Director of Ricecurry Inc.
Auditor of Yamano Gakuen
Reasons for nomination as candidate for Outside Director and expected roles
She has abundant practical experience at several investment banks and deep insight based onher experience serving as an outside director and other positions of other companies.
Furthermore, she has provided advice and suggestions at the meetings of the Board of
Directors, etc. from an objective perspective independent of the management team responsible
for business execution. Expecting that she will supervise the business execution of theCompany, give advice on the overall management, and thereby to contribute to strengthening
the effectiveness of the decision-making and supervisory functions of the Board of Directors,
etc., the Company has nominated her again as a candidate for Outside Director.

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9

No.

Number of shares of the Company held 1,500 shares

Atsushi Takagi

Tenure as outside Director

2 year 9 months

Attendance at Board of Directors Meetings(October 3, 1967)

7/7 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1991

Joined Nomura Research Institute, Ltd.

Sep. 1997

Joined Morgan Stanley Japan Ltd.

Dec. 2004

Managing Director

Oct. 2015

Deputy General Manager of Research DivisionNov. 2019

Representative Director of Infrastructure Research & Advisors Co., Ltd.
(current position)

Jun. 2020

Non-executive Director of Maeda Corporation (current position)

Oct. 2021

Outside Director of the Company (current position)

Jun. 2022

Outside Director of Takasago Thermal Engineering Co., Ltd. (current
position)

OutsideIndependent(Significant Positions Held at Other Companies)
Representative Director of Infrastructure Research & Advisors Co., Ltd.
Non-executive Director of Maeda Corporation
Outside Director of Takasago Thermal Engineering Co., Ltd.
Reasons for nomination as candidate for Outside Director and expected roles
He has practical experience as an analyst at several securities firms, broad knowledge ofcorporate finance and deep insight about infrastructure. Furthermore, he has provided advice
and suggestions at the meetings of the Board of Directors, etc. from an objective perspective
independent of the management team responsible for business execution. Expecting that hewill supervise the business execution of the Company, give advice on the overall management,
and thereby to contribute to strengthening the effectiveness of the decision-making andsupervisory functions of the Board of Directors, etc., the Company has nominated him again
as a candidate for Outside Director.

Notes:

1. There is no special interest between any of the candidates and the Company.
2. Keiichiro Hashimoto, Seiichiro Yonekura, Koichi Moriya, Rie Murayama and Atsushi Takagi are candidates for Outside Directors.
The Company has submitted notification to the Tokyo Stock Exchange that Mr. Hashimoto, Mr. Yonekura, Mr. Moriya, Ms.
Murayama and Mr. Takagi have been designated as Independent Officers. If this proposal is approved, the Company plans fortheir designation as Independent Officers as stipulated by the Tokyo Stock Exchange.
3. Reasons why, in cases where the candidate has never been involved in the management of a company by methods other than being
an outside officer in the past, the Company judges a candidate for Outside Director to be capable of appropriately performing
duties as an Outside Director despite being a candidate who has never been involved in the management of a company.
Seiichiro Yonekura has a specialist viewpoint and broad knowledge as a professor and a management scholar. Accordingly, theCompany judges that Mr. Yonekura is capable of appropriately performing his duties as an Outside Director.
4. Limited liability agreements
The Company has entered into agreements with Keiichiro Hashimoto, Seiichiro Yonekura, Koichi Moriya, Rie Murayama andAtsushi Takagi to limit their liability to the extent permitted by laws and regulations, and if their reelection is approved, theCompany plans to renew these agreements with them.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance policy covers losses incurred from amounts of indemnification andlitigation expenses, etc. to be borne by the insureds in cases where a damage claim has been filed by shareholders or a third party,
etc. The candidates for reappointment as Directors are already insured under the policy and will continue to be insured if theirreappointment is approved.
6. Rie Murayama’s name on the family register is Rie Shiga.

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[Reference] Policy on cross-shareholdings
The Company’s basic policy is not to acquire or hold any cross-shareholdings except when necessary for business
transactions or business operations. In the Medium-term Vision announced on October 1, 2021, the Company set a target
to reduce the ratio of cross-shareholdings based on market value to consolidated net assets to 20% or less in FY2024.
The Board of Directors of the Company and its major subsidiaries will periodically review the individual stock holdingsof major subsidiaries from the viewpoints of economic rationality in light of cost of capital, strengthening of business
relationships, future prospects, etc. If the holdings are not deemed valid, the Company will sell them after obtaining
sufficient understanding from client companies and giving due consideration to the impact on the market and other factors.
As a result, we sold 50 listed issues held by major subsidiaries (total amount of sale: approx. 21.3 billion yen) in FY2022,
bringing the ratio to consolidated net assets to 19.8%. In FY2023, the Company sold 12 listed issues held by major
subsidiaries (total amount of sale: approximately 3.5 billion yen), and continues its efforts to reduce the cross-shareholding.

- 33 -