CONFIDENTIAL

Notice of INFRONEER Holdings’ share acquisitionin JAPAN WIND DEVELOPMENT Co., LtdDecember 12,2023

Following the resolution of the Board of Directors on 12
December 2023, INFRONEER have resolved to acquire all
shares of Japan Wind Development Co, Ltd.(“JWD”) and to
make it a wholly-owned subsidiary of INFRONEER with theaim to further develop our company as an “integratedinfrastructure service company”.

0Overview of the share acquisition in JAPAN WIND DEVELOPMENT Co., Ltd•The share purchase agreement was signed on 12th December, and the transfer isscheduled to be executed in late January.

•Acquisition cost•

Counterparty of share acquisition Bain Capital•

Acquisition Target

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Over 200 billion yen
JAPAN WIND DEVELOPMENT Co., Ltd

Outline of the Subject Company
Company nameJAPAN WIND DEVELOPMENT Co., Ltd （JWD）

Head office address

Chiyoda-ku, Tokyo

Capital stock

JPY 100 million yen

Number of Employees

152 （Group 323）As of August 2023

Net sales

JPY 9.13 billion yen（FY2023 Consolidated）

Representative

President and Representative Director Satoshi Matsushima

Major shareholder

JWD Holdings３ （private）

Business Activities

Development and Power sales of wind farms

The share purchase agreement was signed on 12thDecember.
The transfer is scheduled to be executed in late January.
The acquisition cost is over JPY 200 billion.
The counterparty for the share acquisition is Bain Capital.
The target of the acquisition is Japan Wind Development Co.,Ltd.

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Purpose of Share Acquisition

2• INFRONEER was established with the aim of solving social issues, such as achievingcarbon neutrality, through the “Infrastructure Management” business.
• “Infrastructure Management” business has two core businesses: "renewable energy
business" and "public-private partnership business represented by concessions”.

The urgent task is to accelerate the development of renewable energy projects,
which is important for achieving carbon neutrality

JWD, which specializes in development, operation and maintenance andINFRONEER, which specializes in design and construction
together will be the one and only corporate group that candevelop renewable energy business in a single integrated manner.

Our company, INFRONEER Holdings, was established withthe aim of solving social issues, such as achieving carbon
neutrality, through the infrastructure management business.
The infrastructure management business consists ofrenewable energy projects and public-private partnershipprojects such as concessions.
We recognize that accelerating the development of renewableenergy projects is an urgent matter in order to achieve carbon
neutrality. To this end, we have formed a partnership withJapan Wind Development (“JWD”), a company that excels indevelopment, operation, and maintenance.
By leveraging our strengths in design and construction, webelieve we can evolve into a distinctive corporate groupcapable of developing renewable energy businesses in acomprehensive and integrated manner.

23INFRONEER Holdings
MAEDA CORP., MAEDA ROAD, and MAEDA SEISAKUSHO
established a joint holding company, INFRONEER Holdingsin October 2021.
Become "integrated infrastructure service company" mainly in the “infrastructuremanagement” business that manages infrastructure from upstream to downstream.
 Due to declining population, falling birthrate, and aging population,
the construction industry is at an inflection point.
 Become an “Integrated Infrastructure Service Company” that does
not only aim to “create tangible outcomes”
 The growth engines for our “integrated infrastructure servicecompany” are the public-private partnership projects andrenewable energy projects
 Adopting form of company with a nominating committee, themajority of which consist of outside directors

Consolidated Data
Net Sales Owners of Parent
709.6
35.9
Billion Yen Billion Yen

Profit Attributable to

INFRONEER(Company with a NominatingCommittee)

MAEDA
CORP.

MAEDAROADMAEDASEISAKU
SHO

Subsidaries

Subsidaries

Subsidaries

FY2022
Number ofEmployees

7,421

Total Assets

926.6
Billion Yen

INFRONEER was established on 1 October 2021 as theholding company of MAEDA CORPORATION, MAEDA ROAD
and MAEDA SEISAKUSHO.
Due to the rapid decline in population, falling birthrates andaging population, municipalities are facing a serious shortageof financial resources.
We believe that the construction industry is at an inflection
point where it must break away from traditional construction
business.
Leveraging our engineering capabilities in construction,cultivated over more than 100 years, we aim for thesustainable growth of the entire group. To achieve this, weare focusing on infrastructure management business thatmanages infrastructure from upstream to downstream, withthe goal of becoming an ‘integrated infrastructure servicecompany’. The infrastructure management business, whichforms the core of our growth strategy, includes therenewable energy business and the public-private
partnership business such as concessions, both of which are3Medium-to Long-term Business Plan (INFRONEER Vision2030).
As a basis for achieving high growth, we adopt form ofcompany with a nominating committee, and the majority ofwhich consist of outside directors. We are the first entity inconstruction industry to apply this structure which enables
solid governance.

3Japan Wind Development Co., Ltd (JWD)

4JWD is a leading company in the wind power generation business, having
consistently specialized in wind power generation from the dawn of theindustry in Japan to the present day.
JWD seamlessly conducts from project development to O&M.

Over 95％
Development Probability

Over 570MW
Total Capacity

Exceptional development capabilities demonstrated by theextremely high probability of construction and completion
after the feasibility study
Top tier development track record since the founding

Appx 3,600MW
Developing
Projects

Possessing numerous highly feasible and profitabledeveloping projects backed by the outstanding know-how

Inhouse
O&M

Only company in Japan which owns a company capable ofwind farm O&M

JWD is the leading company in the wind power generation
business, having consistently specialized in wind power since
the dawn of the wind power generation business in Japan
until the present day.
JWD has wealth of industry-leading development experienceand has developed approximately 300 wind turbines in Japanand abroad, with a total capacity of approximately 570 MW.
The probability of construction and completion after thefeasibility study is extremely high, at over 95%, and thecompany has built up an industry-leading development trackrecord since its establishment.
In addition to development, JWD also specializes in theoperation and maintenance of wind power generation4

facilities and has the top share of its domestic market.
Furthermore, JWD is the only company amongst its
competitors that operates and maintains projects which are
not developed by them or their group companies and has
outstanding know-how in this area.

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Appendix： JWD’s Ongoing Projects
Driving forward approximately 3,800MW of generating
projects from upstream to downstream

Developing Projects
Planned for Bidding・
Non-FIT/FIP

2,226MW

Developing
Projects
FIT/FIP Certified

Planning/Development/Design

Operating
Projects

1,155MW

Construction
Commencement

Construction

211MW

Operation
Commencement

Replacement
Plan177MW

Electricity Sales/
O&M

The scale of the projects undertaken by JWD is shown hereon this slide.
From upstream to downstream, the company is involved inpower generation projects of approximately 3,800 MW.
INFRONEER group has firsthand knowledge of JWD‘soutstanding planning and development capabilities, as well as
their expertise in operations and maintenance (O&M). Thisknowledge has been gained through collaboration on project
development, and design and build projects developed byJWD.
While the JWD's strength lies in its exceptionally highdevelopment and engineering capabilities, and it has
achieved top-class development results in Japan, we
speculate that it has had issues with its governance and5

compliance systems, as seen in the compliance issues thathave arisen.

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Investigation Prior to Share Acquisition and Methods For Assessing Enterprise Value

6Accurate project value assessment making use of our expertise• In calculating the enterprise value, we have made use of our expertisein the wind power and renewable energy business field to thoroughly
investigate the costs and feasibility of the projects under development.
• We eliminated valuation risks to include value based on excessive
expectations by way of limiting the scope of valuation. We haveexcluded the following; 'offshore wind projects', 'design andconstruction profit', 'approximately half of new projects', 'replacement
value' and 'increased environmental value'
Approach to compliance issues – Thorough Legal Due Diligence• We have conducted a thorough investigation with external experts interms of compliance issues• We will enhance governance by applying our solid governance system

In considering the acquisition of the shares, we carried out athorough due diligence, and investigation.
In calculating the enterprise value, we made use of ourexpertise in the wind power and renewable energy businessto thoroughly investigate the costs and feasibility of theprojects under development.
By limiting the scope of the value calculation and excluding'offshore wind', 'design and construction profit','approximately half of new projects', 'replacement value' and'increased environmental value', we eliminated valuation
risks by avoiding a corporate value that includes excessive
expectations.

6We also conducted a detailed study of compliance issues
with external experts and, after appropriate discussions, we
decided to acquire the shares as we believe that this is acompany that will join our group and grow together with us
under a solid governance system.

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Company Structure Following Share Acquisition•JWD will become Infroneer’s wholly owned subsidiary, and a sister company positioned
equal footing with Maeda Corporation, Maeda Road and Maeda Seisakusho•We will apply Infroneer’s governance standards to ensure proper governance•We will sustain employment, the source of engineering capabilities, to maintain JWD’shigh development capabilities.
Current
After theStructure
Transaction

INFRONEER HD

INFRONEER HD

Japan WindDevelopment

MAEDA
SEISAKUSHOMAEDA ROAD

MAEDA CORP.

MAEDASEISAKUSHOMAEDA ROAD

MAEDA CORP.

Non-listed

Non-listed

JWD will become INFRONEER’s wholly owned subsidiary,and a sister company positioned equal footing with MAEDACORPORATION, MAEDA ROAD and MAEDA SEISAKUSHO.
The new group will be managed in accordance with theGroup’s governance standards to ensure proper governanceand to grow together as a new group member withoutstanding engineering capabilities.
We will sustain employment, the source of engineering
capabilities, to maintain JWD’s high development capabilities.

78Synergies• Bringing together JWD, which specializes in development and O&M, and INFRONEER,
which excels in design and build, we aim to complement and mutually utilize eachother's know-how, technology, networks and other strengths

Wind Power Generation Scheme
Downstream

Upstream
Planning/
Development

Strength

Strength

DesignConstruction

Electricity Sales/
O&M

Planning/
Development

DesignConstruction

Electricity Sales/
O&M

Planning/
Development

DesignConstruction

Electricity Sales/
O&M

Strength

Japan Wind
Development

Strength

Becoming an incomparable entity which performs wide range businessunderpinned by the synergies

JWD's business model, which integrates project developmentwith operations and maintenance (O&M) of wind power
generation projects, aligns with INFRONEER's 'integrated
infrastructure services' business model. INFRONEER andJWD each have strengths in different areas. We believe thatcollaboration between the two companies will createsynergies to further expand both companies' renewableenergy businesses.
Bringing together JWD, which specializes in development andO&M, and INFRONEER, which excels in design and build, we
aim to complement and mutually utilize each other's knowhow, technology, networks and other strengths. We aim tobecome a unique corporate group that can broadly develop
renewable energy businesses in an integrated manner. Our8goal is to be a one-of-a-kind corporate group with thecapability to develop a wide array of integrated renewableenergy businesses.
We believe that the new group structure will enable us toaccelerate our efforts in the renewable energy business andsignificantly increase the likelihood of realizing the target set
in our Medium-to-Long-term Business Plan. This plan aims
for the infrastructure operation business to contribute
approximately half of the 100 billion yen in operating profit by2030.
In the renewable energy market, which is anticipated tofurther expand, we aspire to grow as the leading corporategroup in both name and reality. Our aim is to address all
societal issues related to achieving carbon neutrality, and tocontinue evolving as an 'integrated infrastructure service
corporate group’.
The share acquisition is scheduled for completion in late
January.

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