The transactions pursuant to the Share Transfer described in this press release involve securities of a Japanese company. The
Share Transfer is subject to disclosure requirements of Japan that are different from those of the United States. Financial
information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,
since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not
be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It
may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should
be aware that the issuer may purchase securities otherwise than under the Share Transfer, such as in the open market or throughprivately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflictor discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in allrespects.

May 14, 2021
To whom it may concern:
Company
MAEDA CORPORATION
Representative President and Representative
Director Soji Maeda(Code No.: 1824, TSE 1st Section)
Contact
Executive Officer, Deputy General Manager ofManagement Innovation Division and General
Manager of Corporate Planning Department
Shinya Sakaguchi(TEL: +81-3-3265-5551)
Company
MAEDA ROAD CONSTRUCTION CO., LTD.
Representative President and Representative Director
Yasuhiko Imaizumi(Code No.: 1883, TSE 1st Section)
Contact
General Manager, Accounting & Finance
Division, Administration Headquarters
Seiji Nishi(TEL: +81-3-5487-0020)
Company
MAEDA SEISAKUSHO CO., LTD.
Representative President & Representative Director
Masaaki Shioiri(Code No.: 6281, JASDAQ)
Contact
General Manager, Management Department,- 1 -Business Administration Division
Kazuhiko Yamaguchi(TEL: +81-26-292-2222)
Notice on Creation of “Medium- to Long-Term Management Strategy for the Establishment of a
New Holding Company”
On May 14, 2021, Maeda Corporation (“Maeda Corporation”), Maeda Road Construction Co., Ltd.
(“Maeda Road”), and Maeda Seisakusho Co., Ltd. (“Maeda Seisakusho”; and Maeda Corporation, Maeda
Road, and Maeda Seisakusho are collectively referred to as the “Three Companies”) executed a businessintegration agreement and prepared a joint share transfer plan pursuant to resolutions of their respective
boards of directors today. In this regard, the Three Companies have formulated the “Medium- to Long-Term
Management Strategy for the Establishment of a New Holding Company” (the “Medium- to Long-Term
Management Strategy”) as the management strategy framework of the joint holding company (the “HoldingCompany”) scheduled to be incorporated on October 1, 2021.
1.

Purpose of Creating the Medium- to Long-Term Management Strategy
As stated by the Three Companies in the press release “Notice on Execution of a Business Integration
Agreement and Preparation of a Share Transfer Plan Regarding Establishment of a Joint Holding
Company of Maeda Corporation, Maeda Road Construction Co., Ltd., and Maeda Seisakusho Co.,
Ltd.” issued today, with the goal of achieving continuous growth for the whole group, the ThreeCompanies have set the goal of transforming into an “integrated infrastructure service company” overthe medium to long term, and have agreed to switch to a business model that will enable us to expand
our business, and continuously produce stable, strong profits and enhance the management basethrough cooperative promotion of digitalization strategies targeting productivity reforms, technicaldevelopment, and personnel development, etc., while enhancing the existing businesses of the Three
Companies.
An “integrated infrastructure service company” which the Three Companies have as their goal is acompany that aims to develop new construction services by taking on and expanding all kinds ofprojects, with de-contracting as our core principle, while further strengthening our engineering
capabilities which are the profit source for each group company, by carrying out one-stop management
ranging from infrastructure planning proposals through to operation, maintenance, and management.
The Three Companies aim to become “a company trusted by all stakeholders” by establishing theaforementioned strong profits and stable, new revenue base, as well as realizing agile and appropriate
management by means such as creating an effective governance framework and promotion of DX,and enhancing our adaptability to social changes.
To achieve this, we have created the Medium- to Long-Term Management Strategy based on
discussions among the Three Companies. The details of what the joint holding company should strive
to become through the transition to a new holding company structure and details of the Medium- toLong-Term Management Strategy to achieve such goal are as follows.

- 2 -2.
Ⅰ.

Details of the Medium- to Long-Term Management Strategy
Business Environment Forecast
Our forecast for the business environment in which the Three Companies operate, which is thebackground to the establishment of the Holding Company, is as follows:・ Domestic construction investment is not expected to increase significantly in the future, and thenew construction market is expected to shrink due to constraints on national and local
government budgets;・ On the other hand, as a solution, it is predicted that new markets such as infrastructure
maintenance, repair, renewal, and new construction utilizing public-private partnerships (PPP)and carbon-neutral initiatives will expand rapidly;
・ In order to deal with the labor shortages, it is essential to promote work-style reforms and makedrastic productivity reforms;
・ For medium-to long term corporate growth, it is necessary to further promote ESG management
and even implement an even better corporate governance framework; and・ The speed of social changes is accelerating, such as the rapid progress of digital technology, andthere is an urgent need for a swift and agile system.

Ⅱ.

Our Goal
Under the Holding Company structure, we will move forward with the following to achieve
continuous growth for the whole group and aim for a “company trusted by all stakeholders.”
・ Set our business model to aim for as an “integrated infrastructure service company” that manages
both upstream and downstream of the infrastructure operation business on an one-stop basis andstrongly promote such business model as the entire group’s strategy so as to create a “stable andhighly profitable revenue base” that will not be influenced by external factors
・ Realize prompt and appropriate management and reinforce our “ability to deal with socialchanges” through such measures as the establishment of an effective corporate governancesystem and promotion of digital transformation (DX)Ⅲ.

Three Core Strategies and Important Measures
The three core strategies to achieve the “goal” of the Holding Company and the main importantmeasures for each strategy are as follows.
・ Productivity reforms: Maximization of added value; optimization of fixed costs andadministrative costs; and promotion of group financing strategies
・ Creation of a stable and highly profitable revenue base: Enhancement of competitiveness ininfrastructure operating business globally; and further expansion of business fields
・ Strengthening and improvement of corporate culture: Promotion of the group human resources
strategy; and ramping up governance- 3 -Ⅳ.

Numerical Management Targets
As the management targets of the Holding Company, we have set the numerical targets for the fiscal
year ending March 31, 2030 and the dividend payout ratio for the fiscal year ending 2021 onwards asfollows.

Operating profit
ProfitROE

Targets for fiscal year
ending March 31, 2030
100 billion yen or more
70 billion yen or more
12% or more

Fiscal year ending
2021 onwards
Dividend payout
ratio

30% or more

End- 4 -Medium-to Long term Strategyfor the establishment of a new Joint Holding CompanyMay 14, 2021
MAEDA CORPORATION
MAEDA ROAD CONSTRUCTION CO., LTD.
MAEDA SEISAKUSHO CO., LTD.

Overview of a Joint Holding Company1Name

INFRONEER Holdings Inc.

Capital20 billion yen

Established

October 1, 2021

Structure ofCorporate Organs

Company With Nominating
Committee, etc.

※Holding Company will not get Construction Business License

BeforeAfter• Executing Group-wide Strategy by sharing value• Demonstrate strengths inengineering in group companies• Reinforcement by uniting engineering and groupsynergies• Lack of group-wide strategies forthe entire group and the effective
use of management resources• Maximize the liquidity of group management
resources• Prompt and appropriate decision-making byreinforcement corporate governance• Expansion of business fields by M&A

ListedImprove the group-wide
corporate value of the entire
group and Accelerate growth

Maeda Corp

Unlisted

Unlisted

UnlistedGroupcompany

Groupcompany

Maeda Group

Maeda
Seisakusho

ListedMaeda
Road

ListedHoldingCompany

ListedCopyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

Business environment forecast2• Domestic construction investment is not predicted to increase significantly in the future, and the newconstruction market is predicted to shrink due to shortage of national and local government budgets .
• On the other hand, as a solution, it is predicted that new markets such as infrastructure maintenance, repair,renewal and new construction by using public-private partnership method(PPP) and carbon-neutral initiatives
will expand rapidly.
• In order to deal with the shortage of workers, it is essential to promote work style reforms and make drastic
productivity reforms.
• For medium-to long term corporate growth, it is necessary to reinforce ESG management and corporate
governance.
• The speed of social changes is accelerating, such as the rapid progress of digital technology, and there isan urgent need for a prompt and agile system.

Expansion of new market
Public infrastructure goes to PPP market

Demand from society• Further promotion of management
based on the cost of capital, such as
implementation of business portfolio
strategy• Reinforcement group governance• Ensuring the reliability of audits• Consideration ability for medium tolong-term sustainability• Improving the quality of outside
directors

Shortage of construction labors• Shortage of skilled labors• Aging construction labors(26.2% of all labors aged 60 and over)

Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

Our Goal3• Strongly promote “integrated infrastructure service company” that manages both upstream and downstream of
infrastructure operation business aiming to establish a business model that realizes sustainable growth without being
influenced by external factors.
• Create stable and highly profitable revenue base by uniting the engineering of each group company, expanding
the business fields by M&A and reinforce competitiveness.
• Aim for "company trusted by all stakeholders" by establishment of an effective corporate governance system,
promote Digital Transformation (DX), realize prompt and appropriate management and reinforcement our "ability todeal with social changes."”Integrated Infrastructure Service Company”

Deal with social changes【Reinforcement of Governance】
Company with nominating committee, etc.

Speed up management decision making

Independent directors are majority
Value diversity【Reinforce flexibility of dealing with changes】

Promote ICT・DX
Expand business field by M&A
Strengthening ESG / SDGs activities

Create stable and highly profitable revenue base

Deal with social changes

Company trusted by all stakeholders

Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

3 Core Strategies to Achieve Our Goals
Goals

Necessary elements
Profitability

3 Core Strategies

Improvement of profitability of existing businesses fields
Improving profitability through group-wide synergies

Create stable and highly
profitable revenue baseProductivity reform

Reshuffling employees to divisions creating added value by work
sharing
Effective use of each company's funds & reduction of capital cost
Investing growing businesses considering ROI
Improving procurement capabilities and reducing costs through group
joint procurementGroupStrategy

Securing stable supplies and resources by supporting partnercompanies
Complementing insufficient fields and expanding business fields
through M&A

Create newrevenue bases

Global expansion of business fields
Hiring specialist human resources

Deal withsocial changes

Company trusted by all stakeholders

Streamline by uniting overlapping departments and assets
Rationalization&efficiency

4

Implementing sustainable engagement that maximizes individual strength

Reliability
Quickness

Building effective corporate governance system
Reforming compliance group-wide

Strengthen andimprove corporate
culturePenetrating attractive corporate image for stakeholders

Strengthening ESG / SDGs activities

Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

Important Measures of the 3 Core Strategies
Core Strategies

ProductivityReforms

Maximize
added value

5ESG

Important Measures
Enhance competitiveness in existing business fields by gathering achievements and knowhow ofES
infrastructure operation business.
ES Reinforce business foundation by using the group company's networks (including global expansion)
ES Reduce costs for materials and equipment by group joint procurement and centralized purchasing
SSecure stable and high-quality supply through cooperation with our partner companies

ES Accelerating research and development speed by gathering our strengths
G

Investing growing businesses considering ROIOptimization ofcosts

G

Relocate workforce to high value-added business by integrating overlapping departments
Optimizing and streamlining workloads through accumulation and centralized management of big data andSdevelopment of digital tools
EG Optimization of fixed costs by effective utilization (consolidation) of group assets

FinanceG

Create stable and highly
profitable revenue baseEnhancecompetitiveness ininfrastructure
operating businessglobally

Reduce capital cost by managing group finance

ES Enhance competitiveness in infrastructure operating business by mutually sharing management resources
SG Global business expansion of infrastructure operation business with our overseas networks
ES Reinforce renewable energy business that leads to a carbon-free society and sustainable urban development

Expansion ofbusiness fields

ES Reinforce the competitiveness of business fields by sharing our various strengths
ESG Expand into new fields of business by mergers and acquisitions
ESG Active recruitment of specialist human resources

Strengthen and improve
corporate culture

Promotion ofgroup humanresources
strategyStrengthening
corporategovernance

SG Carry out employee engagement surveys to improve employee’s motivation
SG Pursuit of human resource development and management that makes employees feel rewarding
Penetration of management philosophy and human resource education (CSV thinking, etc.) that leads toESG
sustainable growth
S Reinforce group personnel strategy to enhance individual ability
GImplementation of management that realizes transparent, fair, speedy and decisive decision-making

ESG Improve compliance awareness by continuous training
SG Improve corporate value by strengthening corporate governance
SG Fostering a corporate culture in which diverse human resources can play an active role
Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

Management Target

6• Aim for Operating Profit of 100 billion or more (Operating Profit Ratio
approximately 8%), Net income of 70 billion or more, and ROE of 12% or more inFY2030(billions of yen)Phase of establishingfoundations

Phase of growth•Expansion of concession business(domestic and overseas)•Expansion of availability payments
business•Productivity improvement by DX 100and sharing department•Further promotion of M&A•Pursuit of groupsynergies•Create a news businessfields•Promote DX andsharing department•Promotion of M&A

5950

Operating
ProfitRatio

6.5%

12.0%

11.0%

10.0%

57

9.0%

4036

13.0%

80
70

OperatingProfitNet
incomeFY2030 Target

8.0%
7.3%

8.0%

7.0%

6.8%

6.0%

FY22ROE

FY24

FY27
11.5%

9.5%

FY30
12.0%

*Operating Profit

100 or more
Net income

70 or more
ROE

12％ or more
FY2021~Dividend payout ratio

30% or more

*Includes both equity andsales gain of infrastructure
operations. Excluding goodwill.
Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.

Reference

7※1 Availability Payment Method
A fee structure that public agency makes payments according to concession contractor’sperformance on operation and management of infrastructure.
The payments are covered by public agency budgets.
In Europe and the United States, Availability Payment have been introduced in many
projects such as schools, hospitals, courts, roads, transportation, and water service.

※2 Green field
Project structure that includes various stages of project such as new construction,acquirement of operating rights, maintenance, large-scale repairs and renewals.
On the other hand, Brown field is project structure that includes only acquirement with
operating rights of existing facility, large-scale repairs and renewals.
※3 DBT + concession
Project structure that combines DBT (Design Build Transfer) and the concession.
Private company constructs a facility and transfers ownership to the public agency.
After transferring the ownership to the public, a private company will acquire the operatingright of the facility and do maintenance, large-scale repairs, renewals.

Copyright © 2021 MAEDA SEISAKUSHO CO., LTD. All rights reserved.