December 12, 2023

Company name: INFRONEER Holdings Inc.
Representative: Kazunari Kibe, Representative Executive Officer and President(Stock code: 5076, TSE Prime market)
Inquiries: Kensaku Furukawa, Head of Corporate Strategy(TEL: 03-6380-8253)

Notice Concerning Acquisition of Shares of Japan Wind Development Co., Ltd.
(Conversion to Subsidiary)
At the extraordinary meeting of the Board of Directors held today, INFRONEER Holdings Inc. (the “Company”)
approved a resolution concerning the acquisition of all shares of JWD Holdings3 K.K., which owns all shares of Japan
Wind Development Co., Ltd. (“JWD”), from Bain Capital Breeze Cayman 2, L.P. and Bain Capital Breeze Double
Impact, L.P., which are indirectly owned by an investment fund to which Bain Capital Private Equity, LP (collectivelyas a group, “Bain Capital”) provides investment advice, and making it the Company's subsidiary. Effective the same day,the Company signed a share transfer agreement regarding this transaction.

The Company also announces that the Board of Directors approved a resolution concerning the acquisition of the equity
interests in silent partnership with multiple business SPCs that are JWD's subsidiaries; the equity interests in silent
partnership with multiple business SPCs which have been sold to third parties, or the contractual status, rights, andobligations under the share transfer agreement regarding such transfer; and the equity interests in silent partnership withmultiple business SPCs which are scheduled to be sold to third parties, and the contractual status, rights, and obligations
under the share transfer agreement regarding such transfer (acquisition of shares in JWD Holdings3 K.K. andacquisition of these equity interests in silent partnership and contractual status, rights, and obligations collectively
referred to as the “Transaction”). The Company entered into an agreement of transfer of equity interests in silent
partnership and a novation agreement regarding these matters effective the same day.

1. Reason for acquisition of shares
The Company has set a medium- to long-term goal to be an integrated infrastructure service company mainly focusing
on infrastructure management across upstream and downstream, aiming for a perpetual growth of the group. The
Company has powerfully promoted this as a group strategy.

At the core of its growth strategy is the infrastructure management business consisting of the renewable energy businessand public-private partnership business typified by concessions. The Company focuses on these two areas across theboard.

JWD is a leading wind power company that has consistently specialized in wind power to this day since the dawn ofwind power projects in Japan. With a prominent development track record as an independent operator, JWD has-1-

developed 293 turbines around the world with a combined generation capacity of 570,850kW (as of April 2023).
Besides development projects, JWD offers operations and management (“O&M”), boasting the largest share in the windfarm O&M market in Japan. JWD also offers extraordinary O&M knowhow and delivers O&M service not only fordevelopment projects within the group but for other companies' projects, which makes JWD stand out from its
competitors.

Building on the extensive development track record and O&M knowhow, JWD has significant growth potential withupcoming wind power projects with a combined generation capacity of approximately 3,600MW (including
replacement of existing turbines and some pipelines) as of December 2023.

In such a position, JWD delivers comprehensive service from development through operations, maintenance andmanagement of wind power projects, which is in line with the Company's business model. Therefore, the Companybelieves that the partnership with JWD is meaningful for generating great synergies and further expanding therenewable energy business of the two companies.

The Company and JWD will strive to address all kinds of social challenges associated with achieving carbon neutrality
and grow together as a one-of-its-kind group that is capable of broadly operating comprehensive renewable energy
business, and as the No. 1 business group, both in name and reality, in the wind power market, which is expected togrow further, by complementing and mutually leveraging each other's knowhow, technologies, networks, and othercapabilities and strengths in the wind power business.

2. Outline of companies to become subsidiary and sub-subsidiaryA

JWD Holdings3 K.K. (subsidiary)

(1)
(2)
(3)
(4)
(5)
(6)

(7)

(8)

(9)

Name
Address
Name and title ofrepresentativeBusinesses
CapitalEstablishedJWD Holdings3 K.K.
5th floor, Palace Building, 1-1-1, Marunouchi, Chiyoda-ku, TokyoSatoshi Matsushima, President and representative Director

Holding company
100 million yen
January 27, 2021
(Common stock)
Ownership ratio
Bain Capital Breeze Cayman2, L.P.
100%
Major shareholders and(Class A preferred stock)
Ownership ratio
ownership ratios
Bain Capital Breeze Cayman2, L.P.
90%
Bain Capital Breeze Double Impact, L.P.
10%
CapitalNot applicable
relationship
Relationship between
Personnel
listed company and thisNot applicable
relationshipcompany
Business
Not applicable
relationship
Business performance and financial position of this company over the last three years
Period ended March
Period ended March
Period ended MarchFiscal year
2021
2022
2023
Net assets
0 million yen
12,701 million yen
12,714 million yen
Total assets
0 million yen
12,703 million yen
12,716 million yen
Net sales
0 million yen
0 million yen
0 million yen
Operating profit
0 million yen- 46 million yen- 1 million yen
Ordinary profit
0 million yen- 38 million yen
13 million yen
Net profit- 0 million yen- 40 million yen
12 million yen(Note 1)

Major shareholders and ownership ratios represent the expected ownership structure (excluding treasury-2-stock) immediately before the transfer of shares.
(Note 2)JWD Holdings3 K.K. has subsidiaries, but it does not prepare consolidated financial metrics. The indicators
above reflect unconsolidated results.

(Note 3)The period ended March 2021 had an irregular accounting period of three months because the company wasestablished during this period.

*Descriptions regarding the outline of the equity interests in silent partnership and the contractual status,rights, and obligations to be acquired under this Transaction have been omitted due to the scale of theTransaction.

B(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

(9)

Japan Wind Development Co., Ltd. (sub-subsidiary)
NameAddress
Name and title ofrepresentativeBusinesses
CapitalEstablished
Major shareholders andownership ratios

Japan Wind Development Co., Ltd.
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo
Yasuhiro Inagawa, Chairperson and Representative Director
Satoshi Matsushima, President and CEO
Development of wind farms and sale of electricity from wind power generation
100 million yen
July 26, 1999
JWD Holdings3 K.K.

100%

CapitalNot applicable
relationship
Relationship between
Personnel
listed company and thisNot applicable
relationshipcompany
Business
Not applicable
relationship
Consolidated business performance and consolidated financial position of this company over the last threeyears
Period ended March
Period ended MarchFiscal year
Period ended March 2022
2021
2023
Consolidated net assets
23,920 million yen
21,380 million yen
22,393 million yen
Consolidated total assets
56,573 million yen
39,813 million yen
49,351 million yen
Consolidated net sales
8,509 million yen
7,969 million yen
9,140 million yen
Consolidated operating
491 million yen- 73 million yen
1,058 million yen
profitConsolidated ordinary- 168 million yen- 185 million yen
708 million yen
profitNet profit attributable to29 million yen- 1,341 million yen
1,259 million yen
owners of parent

3. Outline of parties from whom shares will be acquired
(1)
(2)
(3)
(4)

(5)

Name
Address
Grounds forestablishment, etc.
Established

Outline of operating
partner

Bain Capital Breeze Cayman2, L.P.
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
It is a limited partnership established and registered pursuant to the law of theCayman Islands.
March 4, 2021
Name
Bain Capital Breeze GP, LLC
Address
Suite 302, 4001 Kennett Pike, Wilmington, Delaware 19807,
USA
Name and title Member: Bain Capital Asia Fund IV, L.P.
ofGeneral partner: Bain Capital Investors Asia IV, LLC
representative Manager: Bain Capital Investors, LLC
Partner:John Connaughton-3-(6)(7)

Outline of proxy in Japan

Relationship between
listed company and thisfundBusinesses
CapitalNot applicable
Relationshipbetween listedcompany andthis fund
Relationshipbetween listedcompany andoperating
partner
Relationshipbetween listedcompany andproxy in Japan

Management of partnership as operating partner
Not applicable (Note 1)

There is no capital, personnel, or business relationship thatneeds to be stated.

There is no capital, personnel, or business relationship thatneeds to be stated.

There is no matter that needs to be stated.

(Note 1) Bain Capital Breeze GP, LLC explained to the Company that capital is not applicable because it is a limited
liability company, which does not have the equivalent of capital.
(Note 2) The purpose of establishment, total investment amount, investors, investment ratios, and investor overview
are not provided herein because such information has not been disclosed to the Company by the party fromwhom shares will be acquired.
(1)
(2)
(3)
(4)

Name
Address
Grounds forestablishment
Established(5)

Outline of operatingpartner(6)

Outline of proxy in Japan(7)

Relationship between
listed company and thisfund

Bain Capital Breeze Double Impact, L.P.
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
It is a limited partnership established and registered pursuant to the law of theCayman Islands.
July 6, 2021
Name
Bain Capital Breeze Double Impact GP, LLC
Address
Suite 302, 4001 Kennett Pike, Wilmington, Delaware 19807,
USA
Name and title Member: Bain Capital Double Impact Fund II, L.P.
ofGeneral partner: Bain Capital Double Impact II General Partner,
representative LLC
Manager: Bain Capital Double Impact Investors, LLC
Partner:
Todd CookBusinesses
Management of partnership as operating partner
CapitalNot applicable (Note 1)
Not applicable
Relationshipbetween listed There is no capital, personnel, or business relationship thatcompany and needs to be stated.
this fund
Relationshipbetween listed
There is no capital, personnel, or business relationship thatcompany andneeds to be stated.
operatingpartner
Relationshipbetween listed
There is no matter that needs to be stated.
company andproxy in Japan(Note 1) Bain Capital Breeze Double Impact GP, LLC explained to the Company that capital is not applicable because
it is a limited liability company, which does not have the equivalent of capital.
(Note 2) The purpose of establishment, total investment amount, investors, investment ratios, and investor overview
are not provided herein because such information has not been disclosed to the Company by the party fromwhom shares will be acquired.

-4-*Descriptions regarding the outline of the owners of the equity interests in silent partnership and thecontractual status, rights, and obligations to be acquired under this Transaction have been omitted dueto the scale of the Transaction.

4. Number of shares to be acquired, acquisition price, and number of shares held before and after acquisition(1)

Number of shares heldbefore transfer(2)

Number of shares to beacquired(3)Planned acquisition
price

(4)

Number of shares held
after transfer0 share(Number of voting rights: 0)(Voting right ownership: 0.00%)
1 share of common stock
410 shares of Class A preferred stock(Number of voting rights: 1)(Voting right ownership: 100.0%)
Planned price of share acquisition
203.1 billion yen
Other associated expenses and advisory costs have not been determined yet
and are not included in the above price.
1 share of common stock
410 shares of Class A preferred stock(Number of voting rights: 1)(Voting right ownership: 100.0%)(Note 1) Descriptions regarding the equity interests in silent partnership and the contractual status, rights, andobligations to be acquired under this Transaction have been omitted due to the scale of the Transaction.
A planned price to acquire the equity interests in silent partnership and the contractual status, rights, andobligations is 15.8 billion yen if the Transaction is executed at the end of January 2024. The actual
acquisition price will be determined based on price adjustments specified in the agreement of transfer of theequity interests in silent partnership and the novation agreement.
(Note 2) The planned acquisition price above is a planned price if the shares are transferred at the end of January 2024.
The actual acquisition price will be determined based on price adjustments specified in the share transferagreement.
(Note 3) Before the acquisition of shares by the Company, JWD Holdings3 K.K. plans to buy back its shares fromshareholders other than Bain Capital Breeze Cayman 2, L.P. and Bain Capital Breeze Double Impact, L.P.
The planned acquisition price above includes the amount that the Company pays associated with theacquisition of treasury stock.
(Note 4) The Company plans to procure funds for this Transaction from cash reserves and loans from financial
institutions. Details about loans will be disclosed in a timely manner if and when determined necessary after
the details are confirmed.

5. Dates
(1)
(2)
(3)
(Note)

Board of Directors
resolution
Agreement execution
Share transfer

December 12, 2023
December 12, 2023
Late January 2024 (plan)

Share transfer is planned at the end of January 2024 as stated above. However, the date is subject to change
because it should be done after the completion of procedures specified in the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade (Antimonopoly Act).

-5-6. Future outlook
The impact of the Transaction on the Company's consolidated financial statement for the current period is now being
evaluated. Details will be disclosed in a timely manner if and when determined necessary.

END-6-