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

June 25, 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 Issuance of Series 1 Bond-Type Class Shares (Green BondType Class Shares) andReduction of Share Capital and Additional Paid-in Capital
INFRONEER Holdings Inc. (hereinafter the “Company”) hereby announces that the Board of Directors passed a
resolution today to issue Series 1 Bond-Type Class Shares (the “Bond-Type Class Shares”, and such issuance, the“Offering”), as described below. In addition, the Company also hereby announces that the Board of Directors passed
a resolution today to reduce the amount of share capital and additional paid-in capital equivalent to the amount of
its share capital and additional paid-in capital to be increased as a result of the issuance of the Bond-Type Class
Shares, effective as of the Payment Date (defined below) of the issuance of the Bond-Type Class Shares throughthe Offering.
[Background and Purpose of the Financing]
On October 1, 2021, the Company was established as the wholly-owning parent company of Maeda
Corporation, Maeda Road Construction Co., Ltd. and Maeda Seisakusho Co., Ltd. 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 infrastructure operations, aiming for perpetual
growth of the group. The Company has vigorously promoted this as a group-wide strategy.
At the core of the group’s growth strategy, the infrastructure management business consists of the renewableenergy business and public-private partnership businesses such as the concession business. The Company
focuses on promoting these business areas.
Under these circumstances, the Company passed a resolution at the meeting of the Board of Directors held
on February 9, 2024 to submit a proposal for partial amendments to its Articles of Incorporation regarding theauthorization of the Series 1 Bond-Type Class Shares through Series 6 Bond-Type Class Shares (the “Proposal
for the Amendment to the Articles of Incorporation”) at the Company’s 3rd Annual General Meeting of
Shareholders on June 25, 2024 (the “General Meeting of Shareholders”) in order to achieve financial strengththrough an increase in equity capital while minimizing the impact on the interests of existing holders of shares ofcommon stock of the Company (the “Common Shareholders,” and such shares, the “Common Shares”) to thefullest extent possible. The Company also filed a shelf registration statement with respect to the Bond-Type Class
Shares on February 9, 2024.
As the Proposal for the Amendment to the Articles of Incorporation was approved at the General Meeting of
Shareholders, the Company has concluded that the funding by the Bond-Type Class Shares is the best option
based on the comprehensive consideration of the market environment and other factors, and decided to issue
the Bond-Type Class Shares by public offering under the terms and conditions outlined below.
The Bond-Type Class Shares will be the first “Green Bond-Type Class Shares” in Japan, and will be issued
under the Company’s Green Finance Framework (hereinafter the “Framework”), which was updated in March
2024. The funds raised through the issuance of the Bond-Type Class Shares will be used by the end of August2024 to refinance a part of the loan of 218.4 billion yen borrowed from financial institutions in connection with theacquisition of shares of Japan Wind Development Co., Ltd. (the "Japan Wind Development").
(Product Nature of Bond-Type Class Shares)
The Bond-Type Class Shares are designed to be suitable for investments by a wide range of domestic
investors while minimizing the impact of dilution on the interests of the Common Shareholders. The productnature of the Bond-Type Class Shares is as follows:(i) Product nature as “bond-type” class shares
In consideration of the Common Shareholders of the Company, the hybrid design of the Bond-Type Class
Shares provides a combination of features that resemble those of “corporate bond”, such as no dividend tobe paid beyond the preferred dividends determined at the time of issuance and no dilution of the voting
rights, and features that resemble those of “shares”, such as the nature to increase equity capital.
Therefore, the issuance of the Bond-Type Class Shares will enable the Company to realize an increasein equity capital to secure a sound financial base without dilution of the voting rights of the Common
Shareholders, while taking into more consideration the impact on the Company’s financial indicators,
including ROE and EPS for the Common Shares (*), compared to a capital increase through the issuanceof the Common Shares.
* 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 the Common Shares(ii) Product nature similar to that of hybrid bonds
The Company aims a product nature similar to that of hybrid bonds and is considering a design with thefollowing main features. The Company plans to obtain the equity credit for the 50% of the amount of funds
raised by the issuance of the Bond-Type Class Shares from a rating agency (Japan Credit Rating Agency,Ltd.).
(Key features)・Preferred Dividend: Fixed dividend for approximately five years from the issuance (to be determined
upon the pricing of the Bond-Type Class Shares), and variable dividend thereafter, senior to Common
Shares, cumulative, non-participating

・Clause for Acquisition by the Company (Call option): The Company may acquire Bond-Type Class
Shares in exchange for cash after the elapse of five years from the issuance, etc.
・Replacement restrictions: Generally, financing with equal or greater equity credit will be required if theCompany acquires the Bond-Type Class Shares by exercising the call option, etc. (*1)
・Voting rights: None
・Right to convert into the Common Shares: None
*1 An issuer of hybrid bonds generally replaces its existing hybrid bonds with certain securities and loans withequal or greater equity credit because of the replacement restrictions when the issuer exercises the call optionof the existing hybrid bonds.
For this reason, the Articles of Incorporation authorizes the issuance of up to sixth series of Bond-Type Class
Shares so that the Company may replace the Bond-Type Class Shares with another series of Bond-Type Class
Shares when it acquires the Bond-Type Class Shares by exercising the call option, etc.

Meanwhile, unlike typical hybrid corporate bonds, proceeds from the issuance of the Bond-Type Class
Shares will be recorded as equity for accounting purposes.
(iii) Issuance by public offering in Japan; listing on the TSE
The issuance of the Bond-Type Class Shares will be conducted by public offering in Japan, and the BondType Class Shares will be listed on the Prime Market of the TSE. The Company intends to make the BondType Class Shares available for retail investors.
(iv) General Meetings of Class Shareholders
Under the Companies Act, shareholders of Bond-Type Class Shares (“Bond-Type Class Shareholders”)
may resolve only the matters provided for in such act and the Articles of Incorporation at the General
Meetings of Class Shareholders. The Articles of Incorporation require a resolution passed at the General
Meeting of Class Shareholders comprising Bond-Type Class Shareholders if the Company performs any of
the following acts and there is any likelihood of causing damage to the Bond-Type Class Shareholders:・a merger in which the Company will be a disappearing company or a share exchange or share transfer
in which the Company will be a wholly-owned subsidiary (except for a sole-share transfer conductedby the Company); or
・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.
In addition, in order to promptly and flexibly manage its capital structure based on the Offering, the Company
has passed a resolution to reduce its share capital and additional paid-in capital by the amount of the increasein share capital and additional paid-in capital as a result of the issuance of the Bond-Type Class Shares throughthe Offering, as of the Payment Date, on the condition that the Offering successfully closes, and to transfer thefull amount of both to “other capital surplus.”[Green Finance Framework]
In March 2024, the Company updated the Framework, which was announced in August 2022. The Frameworkaligns with the four core components and key recommendations of the Green Bond Principles 2021, the Green
Loan Principles 2023, the Green Bond Guidelines 2022 and the Green Loan Guidelines 2022.

For more information on the Framework, please see below.
・Green Finance Framework
https://www.infroneer.com/static/pdf/greenfinanceframework_en_202403.pdf
・JCR Green Finance Framework Evaluation
https://www.jcr.co.jp/en/greenfinance/green/fw/
In updating the Framework, the Company has selected Nomura Securities Co., Ltd. as the structuring agent
to provide support for green finance through the formulation of the Framework and advice on obtaining a thirdparty evaluation.

I. Outline of Issuance of Series 1 Bond-Type Class Shares by Public Offering
1.

2.

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

Shares 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

Capital48,750,000,000 yen (2,437.5 yen per share)

Offering Method

Public offering in Japan (the “Public Offering”) with firm commitment

5.

underwriting of all shares by the Japanese underwriters.
6.

Consideration of

The 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 the next business day after the Pricing Date to Wednesday, July 31,
2024
The Pricing Date is expected to be a date between Friday, July 12, 2024 andWednesday, July 17, 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:
A rate not less than 2.30% per annum and not greater than 3.00% perannum, to be determined on the Pricing Date (the “Fixed Annual
Dividend Rate”).
(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 a rate equal to the spread over the secondary yield(biannual compound basis) on 10-year JGBs with a remaining maturityof about 5 years applicable on the date that the Fixed Annual DividendRate is determined plus 1% (to be determined on the Pricing Date).

(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 dividends

of 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 theSeries 1 Bond-Type Class Shares and the Accumulated Dividends Payable
to 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 in
preference to the Common Shareholders, in the amount per Series 1 BondType Class Share equal to the sum of the equivalent of the issue price per
Series 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 Company
to 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 by
the 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 (Acquisition(1)by the Company in

Acquisition in Exchange for CashIf either of the events specified in (a) or (b) below occurs, the Company may

Exchange for Cash)acquire all or part of the Series 1 Bond-Type Class Shares as of theacquisition date separately determined by a resolution of the Board of
Directors 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 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 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-Type

General 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 1
Bond-Type Class Shares they hold.

19.

Listing

The 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.
21.

In addition to the above items, the representative executive officer shall decide the Annual Dividend Rate andall other matters necessary for the issuance of the Series 1 Bond-Type Class Shares by the Public Offering
pursuant to the delegation by the Board of Directors. The representative executive officer is also authorized tochange the pricing range specified in 10(2)(i) above.

22.

The above matters are conditional on the filing of a supplemental document to the shelf registration statement
pursuant to the Financial Instruments and Exchange Act.

(Reference)
1. Use of Proceeds(1) Use of Proceeds
The full amount of the approximate net proceeds of 97,000,000,000 yen from the issuance of the Bond-TypeClass Shares will be used by the end of August 2024 to refinance a part of the loan of 218.4 billion yen borrowed
from financial institutions in connection with the acquisition of shares of Japan Wind Development. Such use ofproceeds constitutes refinancing for eligible projects as defined in the Framework updated by the Company inMarch 2024.

The net proceeds from the issuance of Zero Coupon Convertible Bonds (Green CBs) due 2029 issued on
April 8, 2024 (London time) , amounting to approximately 60 billion yen, have already partially repaid theborrowings.
(2) Change in Use of Proceeds Since Previous Issuance
Not applicable.
(3) Outlook on Business Performance
No change in the forecast for this fiscal year.
2. Distribution of Profit to Shareholders, etc.
(1) Basic Policy on Profit Distribution
The Company regards the return of profits to shareholders as one of its most important management policies,
and has established a basic policy to endeavor to achieve a dividend payout ratio of 30% or more in accordancewith the return policy set forth in the medium-term management plan “INFRONEER Medium-term Vision 2024”
in addition to share buybacks.
(2) Policy for Determining Dividends
The Company's policy is to pay dividends twice a year, an interim dividend and a year-end dividend. The
Company’s Articles of Incorporation stipulate that dividends, etc. may be paid by a resolution of the Board of
Directors in accordance with Article 459, Paragraph 1 of the Companies Act of Japan.
The Company will pay dividends to the Bond-Type Class Shares in the amount of the product of the equivalentof the issue price per share multiplied by the annual dividend rate determined on the Pricing Date in accordancewith the terms and conditions.
(3) Use of Retained Earnings
Retained earnings will be used for R&D investment in new technologies and to fund business development
aimed at becoming a “comprehensive infrastructure services company.”

II. Reduction of Share Capital and Additional Paid-in Capital
1. Purpose of Reduction of Share Capital and Additional Paid-in Capital
As stated in “I. Outline of Issuance of Series 1 Bond-Type Class Shares by Public Offering” above, theCompany passed a resolution with respect to the Offering today. In order to promptly and flexibly manage its
capital structure based on the Offering, the Company has passed a resolution to reduce its share capital andadditional paid-in capital, by the amount of the increase in share capital and additional paid-in capital due to theissuance of the Series 1 Bond-Type Class Shares through the Offering, as of the Payment Date, on the condition
that the Offering successfully closes, and to transfer the full amount of both to “other capital surplus” (the “Capital
Reduction”).

2. Outline of Reduction of Share Capital and Additional Paid-in Capital(1) Amount of Reduction in Share Capital
48,750,000,000 yen

As the amount of share capital will increase by 48,750,000,000 yen as a result of the Offering, the amount ofshare capital after the effective date will not be less than the amount of share capital before the effective date.
(2) Amount of Reduction in Additional Paid-in Capital
48,750,000,000 yen
As the amount of additional paid-in capital will increase by 48,750,000,000 yen as a result of the Offering, theamount of additional paid-in capital after the effective date will not be less than the amount of additional paid-in
capital before the effective date.
(3) Method of Reduction of Share Capital and Additional Paid-in Capital
The Company will reduce the amounts of share capital and additional paid-in capital as described above inaccordance with the provisions of Article 447, Paragraphs 1 and 3 and Article 448, Paragraphs 1 and 3 of theCompanies Act, and transfer the full amount of both to “other capital surplus.”
3. Schedule of Reduction of Share Capital and Additional Paid-in Capital
Tuesday, June 25, 2024

Resolution by the Board of Directors

Wednesday, June 26, 2024

Public Notice of Objection by Creditors Regarding Reduction of
Share Capital and Additional Paid-in Capital

Friday, July 26, 2024

Final Deadline for Objection by Creditors Regarding Reduction of
Share Capital and Additional Paid-in CapitalThursday, August 1, 2024

Effective Date of Reduction of Share Capital and Additional Paid-in
Capital4. Future Outlook
The Capital Reduction is a transfer of share capital and additional paid-in capital accounts to the “other capitalsurplus” account within the net assets, and there will be no change in the Company’s net assets.

This press release is intended to announce the proposed issuance of the Series 1 Bond-Type Class Shares andthe reduction of the Company’s share capital and additional paid-in capital, and it has not been prepared for the
purpose of soliciting investments or other conduct of similar nature whether in Japan, the United States, orelsewhere. 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.