(This document is a summary English translation of the original Japanese document. If there are any discrepancies between thisdocument and the original Japanese document, the original Japanese document prevails.)

July 12, 2024
For Immediate Release
Company name:

INFRONEER Holdings Inc.

Representative:

Kazunari Kibe, Representative Executive Officer and President(Stock code:5076, TSE Prime market)

Inquiries:

Kazutaka Deguchi, General Manager of Financial Strategy(TEL +81-3-6380-8253)

Notice Regarding Determination of Annual Dividend Rate ofSeries 1 Bond-Type Class SharesINFRONEER Holdings Inc. (hereinafter the “Company”) hereby announces that the Representative Executive Officer today
determined the Annual Dividend Rate of the Preferred Dividend to Series 1 Bond-Type Class Shares in connection withthe issuance of the Series 1 Bond-Type Class Shares that was resolved at the Board of Directors held on June 25, 2024
(the “Offering”) pursuant to the delegation by the resolution thereat.

1.

Annual Dividend Rate(i)If the record date falls in a fiscal year ending on or before March 31,2030:
2.600% per annum (*)(ii)

If the record date falls in a fiscal year ending on or after April 1, 2030:
The interest rate of One-Year Japanese government bonds (JGBs) asof two business days before the last day of the immediately preceding
fiscal year, plus 3.022%(*)

The amount of the Preferred Dividend to Series 1 Bond-TypeClass Shares with a record date of March 31, 2025 will be 86.72
yen; provided, however, that if the Interim Preferred Dividend toSeries 1 Bond-Type Class Shares with a record date of
September 30, 2024 will be paid, the amount of the Interim
Preferred Dividend (21.72 yen) will be deducted from suchamount.

2.

Subscription Period

From Tuesday, July 16, 2024 to Wednesday, July 31, 2024

(Reference)
I. Outline of Issuance of Series 1 Bond-Type Class Shares
Changes from those set forth in “Notice Regarding Issuance of Series 1 Bond-Type Class Shares (Green Bond-Type ClassShares) and Reduction of Share Capital and Additional Paid-in Capital - I. Outline of Issuance of Series 1 Bond-Type Class
Shares by Public Offering” as of June 25, 2024 are underlined.
1.

2.

Class and Number ofSeries 1 Bond-Type Class Shares of INFRONEER Holdings Inc. (the “SeriesShares for Subscription

1 Bond-Type Class Shares”): 20,000,000 shares

Aggregate Amount of

100,000,000,000 yen (5,000 yen per share)

Issue Price (Offer Price)3.

Amount to be Paid in

4,875 yen per share

4.

Amount of Increase in

Amount of increase in share capital

Share Capital and

48,750,000,000 yen (2,437.5 yen per share)

Additional Paid-in

Amount of increase in additional paid-in capital

Capital (**)

48,750,000,000 yen (2,437.5 yen per share)(**)

The Company has passed a resolution on June 25, 2024 to reduce its
share capital and additional paid-in capital, by the amount of theincrease in share capital and additional paid-in capital due to theissuance of the Series 1 Bond-Type Class Shares through theOffering, as of the Payment Date, on the condition that the Offering
successfully closes, and to transfer the full amount of both to “othercapital surplus.”

5.

Offering Method

Public offering in Japan (the “Public Offering”) with firm commitment
underwriting of all shares by the Japanese underwriters.

6.

Consideration ofThe Company will not pay any underwriting commission to the underwriters,

Underwriters

although the aggregate amount of the difference between the Issue Price(Offer Price) and the amount to be paid to the Company by the underwriters
shall constitute proceeds to the underwriters.

7.

Subscription Period

From Tuesday, July 16, 2024 to Wednesday, July 31, 2024

8.

Payment Date

Thursday, August 1, 2024

9.

Share Unit for

100 shares

Subscription

10.

Preferred Dividends(1)

Preferred Dividends
When the Company declares a dividend of surplus with March 31 as therecord date, the Company shall pay in cash to holders of the Series 1 BondType Class Shares entered or registered in the last shareholder register asof the record date of that dividend, in preference to the Common
Shareholders, in the amount per Series 1 Bond-Type Class Share equal tothe product of equivalent of the issue price per share of the Series 1 BondType Class Shares multiplied by the annual dividend rate specified in thefollowing subsection (not more than 10%; the “Annual Dividend Rate”)(a“Preferred Dividend to Series 1 Bond-Type Class Shares”).

(2)

Annual Dividend Rate(i)

If the record date falls in a fiscal year ending on or before March 31,2030:
2.600%(ii)

If the record date falls in a fiscal year ending on or after April 1, 2030:
The interest rate of One-Year Japanese government bonds (JGBs) asof two business days before the last day of the immediately preceding
fiscal year, plus 3.022%(3)

Accumulation
If the amount of dividends of surplus actually paid to the holders of the Series
1 Bond-Type Class Shares per Series 1 Bond-Type Class Share in a given
fiscal year in which the record date falls is less than the amount of thePreferred Dividend to Series 1 Bond-Type Class Shares for that fiscal year,that shortfall amount shall accumulate in subsequent fiscal years by a simple
interest calculation (the accumulated shortfall, the “Accumulated Dividends
Payable to Series 1 Bond-Type Class Shares”). The Company shall pay
dividends of surplus to the holders of the Series 1 Bond-Type Class Sharers
until such payment reaches the amount of the Accumulated Dividends
Payable to Series 1 Bond-Type Class Shares, in preference to any dividendsof surplus provided for in the subsection (1) of this section or the following
section.

(4)

Non-Participation
No dividends of surplus shall be paid to the holders of the Series 1 BondType Class Shares in excess of the total of the Preferred Dividend to theSeries 1 Bond-Type Class Shares and the Accumulated Dividends Payableto Series 1 Bond-Type Class Shares.
11.

Interim Preferred

When the Company declares a dividend of surplus with a record date ofDividend

September 30 (an “Interim Dividend Record Date”), the Company shall pay
in cash to the holders of the Series 1 Bond-Type Class Shares entered orregistered in the last shareholder register as of the Interim Dividend Record
Date, in preference to the Common Shareholders, in the amount per Series
1 Bond-Type Class Share equal to one-half of the Preferred Dividend to theSeries 1 Bond-Type Class Shares.

12.

Distribution of Residual(1)AssetsDistribution of Residual Assets
When the Company makes a distribution of residual assets, the Company
shall pay in cash to the holders of the Series 1 Bond-Type Class Shares inpreference to the Common Shareholders, in the amount per Series 1 BondType Class Share equal to the sum of the equivalent of the issue price perSeries 1 Bond-Type Class Share plus the total of the Accumulated Dividends
Payable to Series 1 Bond-Type Class Shares and the Accrued Dividend(defined below) as of the date of the distribution of residual assets (the“Distribution Date”).
“Accrued Dividend” means the amount obtained by multiplying the amountof the Preferred Dividend to Series 1 Bond-Type Class Shares for which therecord date falls within that fiscal year by the number of days in the period
beginning from (inclusive) the first day of the fiscal year in which theDistribution Date falls and ending on (inclusive) the Distribution Date, andthen dividing such amount by the number of the days in the fiscal year.

(2)

Non-Participation
No distribution of residual assets shall be made to the holders of the Series
1 Bond-Type Class Shares other than the distribution provided for in thepreceding subsection.

13.

Order of Priority

Distributions of preferred dividends, interim preferred dividends and residual
assets payable to Series 1 Bond-Type Class Shares through Series 6 BondType Class Shares are ranked pari passu.

14.

Voting Rights

The holders of the Series 1 Bond-Type Class Shares cannot exercise voting
rights at the General Meeting of Shareholders with respect to any matter.

15.

Resolutions of General(1)

Unless otherwise provided by law, ordinance or the Articles of Incorporation,

Meeting of Class

the resolutions of a General Meeting of Class Shareholders shall be adopted

Shareholders

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 ofshareholders present at the meeting whereby shareholders representing noless than one-third of the voting rights of shareholders who are entitled toexercise voting rights are present.

(3)

No resolution of a General Meeting of Class Shareholders comprising theholders of the Series 1 Bond-Type Class Shares is required for the Companyto conduct any of the acts provided for in the items of 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 likelihoodof causing damage to the holders of the Series 1 Bond-Type Class Shares,that act shall not take effect without a resolution of the General Meeting ofClass Shareholders comprising the holders of the Series 1 Bond-Type Class
Shares, in addition to a resolution of the General Meeting of Shareholders
or the Board of Directors, unless there are no holders of the Series 1 BondType Class Shares who would be able to vote at that General Meeting ofClass Shareholders:(a) a merger in which the Company will be the disappearing company or ashare exchange or share transfer in which the Company will be thewholly-owned subsidiary (except for a sole-share transfer conducted bythe Company); or(b) an approval by the Board of Directors of a demand for a cash-out by aSpecial Controlling Shareholder against the other shareholders of theCompany.

16.

Acquisition (Acquisitionby the Company inExchange for Cash)(1)

Acquisition in Exchange for CashIf either of the events specified in (a) or (b) below occurs, the Company may
acquire all or part of the Series 1 Bond-Type Class Shares as of theacquisition date separately determined by a resolution of the Board ofDirectors or a determination of an executive officer to whom the authority tomake such determination has been delegated by a resolution of the Boardof Directors:

(a) five years have passed from and including the Payment Date (i.e., on orafter August 1, 2029); or(b) a capitalization event has occurred and exists.
(2)

Replacement Restrictions
If the Company acquires the Series 1 Bond-Type Class Shares in exchange
for cash in accordance with the call option under this section or repurchases
Series 1 Bond-Type Class Shares (together with an acquisition in exchange
for cash, the “Acquisition for Monetary Consideration”), the Company shallnot conduct that Acquisition for Monetary Consideration unless the Company
funds the amount required for the Acquisition for Monetary Consideration
with the issuance or disposition of replacement securities or borrowing withequal or greater equity credit at least 12 months prior to the date of that
Acquisition for Monetary Consideration.

(3)

Method of Acquisition
In the case of an acquisition in accordance with the call option under thissection, the Company shall notify or announce the date of acquisition to theholders of the Series 1 Bond-Type Class Shares at least one month before
the date of acquisition.

17.

Share Consolidation;(1)

Share Split

The Company shall not conduct any share consolidation or share split withrespect 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 stockacquisition rights to the holders of the Series 1 Bond-Type Class Shares.

(3)

The Company shall not grant to the holders of the Series 1 Bond-Type Class
Shares any right to receive allotment of shares offered for subscription orstock 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 Common
Shareholders shares issued by the wholly-owning parent company to beincorporated in the share transfer that are of the same class as the Common
Shares of the Company in exchange for the Common Shares, and deliver tothe holders of the Series 1 Bond-Type Class Shares issued by the whollyowning parent company to be incorporated in the share transfer that are of
the same class as the Series 1 Bond-Type Class Shares in exchange for theSeries 1 Bond-Type Class Shares, in the same ownership ratio respectively.

18.

Absence of Seller Put

If the Company decides to repurchase all or part of the Series 1 Bond-Type

Options When theClass Shares held by a specific holder of the Series 1 Bond-Type Class

Company Repurchases

Shares under an agreement with such holder pursuant to a resolution of theSeries 1 Bond-TypeGeneral Meeting of Shareholders, other holders of the Series 1 Bond-TypeClass SharesClass Shares shall not be entitled to participate in the sale of the Series 1Bond-Type Class Shares they hold.

19.

ListingThe Series 1 Bond-Type Class Shares are to be listed on the Prime Marketof the Tokyo Stock Exchange.

20.

Applicability of the Act

All of the Series 1 Bond-Type Class Shares are subject to the book-entry

on Book-Entry Transfer

transfer system of Japan.

of Corporate Bonds andShares, etc.

II. Use of Proceeds
The full amount of the approximate net proceeds of 97,000,000,000 yen from the Offering will be used by the end ofAugust 2024 to refinance a part of the loan of 218.4 billion yen borrowed from financial institutions in connection withthe acquisition of shares of Japan Wind Development Co., Ltd. Such use of proceeds constitutes refinancing for eligible
projects as defined in the Company’s Green Finance Framework, which was updated in March 2024.

This press release is intended to announce certain information regarding the issuance of the Series 1 Bond-Type Class
Shares and has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether inJapan, the United States, or elsewhere. This press release does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States. The securities referred to in this press release have not been, and will not be,registered under the United States Securities Act of 1933, as amended (hereinafter the “Securities Act”). The securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act. The securities referred to above will not be publicly offered or sold in the United States.