CONFIDENTIA
L

Analyst meeting materials regarding
INFRONEER Holdings’ share acquisition in JAPANWIND DEVELOPMENT Co., Ltd

1st : December 12,2023
2nd: December 15,2023

Today’s Summary（December 15）

NEW• Explanation of enterprise value calculation（scope of valuation,etc.)• Capital strategy（policies after short-term borrowings, etc.）• Environmental value（recent renewable energy market trends）• Schedule1Reiteration of the firstmeeting material

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•Acquisition Target

Over 200 billion yen
Bain CapitalJAPAN 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

Business Activities

Development and Power sales of wind farms（private）

2

Purpose of Share Acquisition

Reiteration of the firstmeeting material• 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.

3

Reiteration of the firstmeeting material

INFRONEER 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 toINFRONEER(Company with a NominatingCommittee)

MAEDA
CORP.

MAEDAROADMAEDASEISAKU
SHO

Subsidaries

Subsidaries

Subsidaries

FY2022
Number ofEmployees

7,421

Total Assets

926.6
Billion Yen

4

Reiteration of the firstmeeting material

Japan Wind Development Co., Ltd (JWD)

5JWD 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.
Company/Organization

developm
entO&M

BPProjects

SPC

Japan Wind Development Co., Ltd

EESStrength

Over 95％Development Probability

Exceptional development capabilities demonstrated by
the extremely high probability of construction andcompletion after the feasibility study

Over 570MW
Total Capacity

Top tier development track record since thefounding

Appx 3,600MW
DevelopingProjects

Possessing numerous highly feasible andprofitable developing projects backed by theoutstanding know-how

Inhouse
O&M

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

Reiteration of the firstmeeting material

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
Plan

177MW

Electricity Sales/O&M

6

Investigation Prior to Share Acquisition and Methods
For Assessing Enterprise Value

Reiteration of the firstmeeting material

Accurate 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

7

Reiteration of the firstmeeting material

Company Structure Following Share Acquisition

8•

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.

CurrentStructure

After theTransaction

INFRONEER HD

INFRONEER HD

Non-listed

Japan Wind
Development

MAEDA
SEISAKUSHOMAEDA ROAD

MAEDA CORP.

MAEDASEISAKUSHOMAEDA ROAD

MAEDA CORP.

Non-listedReiteration of the firstmeeting material

Synergies• 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

DesignStrength

Construction

Strength

Japan Wind
Development

Electricity Sales/
O&M

Planning/
Development

DesignConstruction

Electricity Sales/
O&M

Planning/
Development

DesignConstruction

Electricity Sales/
O&M

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

Strength9

Valuation

NEW10

Only 1,350 MW, or about 35% of the total generation
capacity of all projects, was included in the valuation
35～40

3,800MW

約400MW(18%分)

100～110under operation/under development（FIT/FIP acquired※1）

Acquisition Price

55～60

O＆M subsidaries

203.1

the total generation
capacity of all projects

1,350MW2,450
MW

Scope of valuation

under development（plan to bid・non-FIT/FIP）【billion yen】

約950MW(60%分)Breakdown of valuation※1 After the FIT/FIP period, the electricity
selling price is calculated as 16 to 20 yen/kWh.

Forecast of JWD’s operating profit and EBITDA••

Operating profit and EBITDA will increase sharply from FY30, assuming noproject sales.
Early payback is also possible through the sale of projects.

billion yen

60
40

NEW

11

Operating Profit and EBITDA（In case of no sale of projects）
FY33

Cumulative EBITDA for FY24-33
around 250 billion yen
Image of operating income
in case of sale

EBITDA

20

Operating Profit
FY22

FY30

FY40

FY50

Capital strategy••

Emphasize on balance between securing a financial base conducive to growth andShareholder Returns
Maintain the rating while taking into account equity dilution

debt financing＋
Capital Acquisitions
on the rating

200 billion yen
Short-termborrowing

goodwi Short-termborrowingll
200 A portion of goodwill is

Identified as PPA assets※1ADEA

taking into accountequity dilution＋

maintain the rating

Goodwillaround150
PPA

around 30

DE※1 PPA (Purchase Price Allocation) is the identification of a portion of goodwill after
M&A and its reclassification as an intangible asset (e.g., FIT/FIP rights). In this case, thedepreciation is charged to PL in the period of FIT/FIP.

NEW12ADEEDebt
financing

Capital on therating
Maintain the rating while
taking into account equity
dilution

Q&A regarding capital strategy

NEWQ. Please tell us about your refinancing policy and the methods you are considering.
A. Japan Credit Rating Agency, Ltd. has designated INFONEER’s credit as credit monitor for downgrade
following the acquisition, but we consider it important to maintain the current credit rating. Therefore, if it isdetermined that the refinancing will contribute to maintaining the credit rating, INFRONEER will consider
financing methods to obtain capital on the rating while taking into consideration the dilution of existing
shareholders' equity. We can’t mention specific methods at this time.
Q. Is there any possibility of equity financing, such as a public offering?
A. As mentioned previously, we are considering debt financing and are not considering a public offering thatwould dilute the equity of existing shareholders. We will also consider combining capital financing on therating. We can’t mention specific methods at this time. We will consider appropriate financing methods andpromptly disclose matters that can be made public when they arise.

13Contribution to INFRONEER Medium- to Long-term Vision
•NEW

14

Assumes that the renewable energy business will contribute about half of theoperating income from the infrastructure operation business to the FY2030
operating income target set in INFRONEER Medium- to Long-term Vision .
Management Numerical Targets in INFRONEER Medium- to Long-term Vision

Renewableenergy projects,
mainly windpower, contributeabout half ofinfrastructuremanagement

Environmental Values 【Demand for Renewable Energy (RE100）】

NEW15An increasing number of companies and organizations are making theRE100 commitment.
However, the supply is falling short.

RE100 is an international initiative that commits to using 100% renewable energy for all
business operations.
RE100 members (Japan)：84 RE Action members：347
RE100 declaring companies andorganizations in Japan

TWhDemand for renewable energy by
RE100 companies（Global）
Total electricity
demand of RE100companies

500
400300

再エネ不足分
renewable energy
Shortage of200

On-site power
generation

1000

Shortage ofrenewableenergy～2019 2020202120222023※Sum of RE100 declaring companies and RE Action participating organization（as of Dec2023）
Source：JCLP Website、 RE Action Website

Certificate Purchase
Solar Power（Contracted）
Wind Power（Contracted）
Source）

Renewable energy demand forecast for 222 RE100 companies as ofJanuary 2020

Source：Nikkei

Environmental Values 【Corporate PPA】

NEW

16

PPA is an approach to procurement where entities purchase renewable energy
power under long-term contracts from particular power generation facilities.
※PPA stands for Power Purchase Agreement【Advantages of Introducing Corporate PPA】
Provides the ability to secure renewable energy over a long period and continuously reduce CO₂emissions.
Supports the reduction of global CO₂ emissions by generating additionality in renewable energy(Government offers aid to buyers in the form of subsidies, etc.)

Renewable
EnergyGenerator

Clients（Corporation,Local
Governments ）Renewable
EnergyRetailer

Corporate PPA toExpand Worldwide
Asia Pacific
Europe、Mideast

New installationand managementof facilities

Adjustment ofelectricity supply
and demand

Fixed Price

Americas
Use of renewableelectricity

Fixed Price + Custodial Fee+ Charges

Source：再生エネ電力を安定調達、日本でも増える「PPA」 背景にFIT制度の曲がり角：東京新聞 TOKYO Web (tokyo-np.co.jp), edited by INFRONEER

Bloomberg NEF
On-site type not included

Image of Corporate PPA(Offsite)

Renewable Energy

Environmental Values 【Corporate PPA】

NEW

The number of companies selecting Corporate PPA is growing
worldwide, especially among those that are members of RE100.
Renewable energy procurement methods of RE100 member companies(proportion in procurement volume)
Method ofProcurement
Purchase
Cerificates
Corporate PPARetail Packages
Self-generation
Others (in someareas)
Number of responding companies in 2021: 334
Source: Compiled by the Renewable Energy Foundation based on data from 「RE100 annual disclosure report 2022」 Jan 2023
Source：コーポレートPPA実践ガイドブック（2023年版） (renewable-ei.org), Edited by Infroneer

17

Environmental Values 【Japanese Corporate PPA Cases 】

NEWThe number of companies introducing Corporate PPA is rising.
Leading to a contest for renewable energy.
Major Domestic Cases of Corporate PPA(Offsite PPA with over 1MW contract)householder

Retail Electricity Providers

Power Producer

Scale

Contract
term

Periodhulic

Hulic property solutions

hulic

October 2022

20

Seven & i Holdings

EnetNTT Anode Energy

June 2021

20

Dai-ichi Life Holdings
ShimzSeven-Eleven
TOKAI RIKA

ORIX
MC retail energy
Smart Eco Energy

Hokuriku electric powercompany
Chubu electric power Miraiz

Clean Energy Conncet

February 2022

MC energy solutions

Clean Energy Connect

Hokuriku electric power biz

energy solution

20
Notdisclosed

April 2022

20

June 2022

20

Chuden Looop solar

Not
December 2022 Unlisted
disclosed

April 2022

Unlisted
disclosed

Autum 2022

Unlisted
disclosed

LAWSON

Mitsubishi Corporation

WEST Holdings

EAON mall(self-delivery)

Panasonic Operational
Excellence

Established a limited liabilitycompany

Kansai electric power companyKanden eco style

Hydro Edge

Kansai electric power company

June 2022

Not
Not～20February 2022

20SMBCTokyo electric power company

AdvanceFebruary 2023

Not
Unlisted
disclosed

Mitsubishi Heavy Industries

Chugoku electric power company

Chugoku electric power company

Not disclosed

Not
Unlisted
disclosed

Murata manufacturing(Virtual PPA)

Mitsubishi Corporation

～2025

Not
Unlisted
disclosed

Contracts are listed in the order in which they were announced. Based on press releases and other public information (as of July 31, 2022).

Source：Japan Renewable Energy Foundation

18Environmental Values 【FIT/FIP】

NEW19

With the expansion of demand for renewable energy, a period
not depending on FIT/FIP is nearing.
FITFIP

Price is fixed. Income will be the same irrespective ofwhen the electricity is generated.

The subsidy amount (premium) is fixed, and theincome is linked to market prices.

Incentives exist to boost supply during periods of peak demand
No incentive to increase supply during peakdemand times (when market prices are high). (when market prices are high), such as the use of storage batteries.
※The subsidy amount is updated at a certain frequency according to the level of market prices

Selling price

Income after sale of Selling priceelectricity（procurement price）

Market pricePremium

Income aftersubsidies
Market price
Income level after subsidy
Reference price(FIP）

O’clock

O’clock【Appendix】 Trend and outlook of electricity prices (Tokyo area)
••

NEW

20

Electricity prices are easily affected by geopolitical risks and fuel prices. It is unlikely that there area significant drop in the future.
Prices show a seasonal trend, particularly rising significantly during the winter.
Current future electricity prices areexpected to range between 10yen –25yen/kWh

J-Credit is also trending upwards, and thevalue of green power is anticipated to riseheading towards 2030

Future Electricity Prices (Each Settlement Month)

The electricity futures forward curve is shown in the figure below. Prices areon an upward trend toward summer and winter, and it is difficult to imagine
that the current spot market price levels will continue

Average for the week of May 15, 2023

TOCOM

J-Credit Bidding (Average Winning Bid Price)
Average bid prices have increased in response to rising demand.
1.51 yen /kWhrenewableenergygeneration

20yen/kWh
10yen/kWhenergy
conservation

出典：資源エネルギー庁資料23_0526_04.pdf (meti.go.jp)

電力コンサル:::ホールエナジーHP

Schedules• December 12, 2023
Press Release Completed
1st Presentation for Analysts

NEWCompleted• December 13, 2023
On the first day of post-merger integration, CEO Kibe visited the JWD headquarters,
made a presentation, and held discussions regarding this deal. Mr. Matsushima, thepresident of JWD, commented, "We have been saved by Infroneer. We will become
the top earner in the holding company." Completed• December 15, 2023 2nd Presentation for Analysts• January 22, 2024(Scheduled)
Execution of the acquisition contract, financial closure21