Takara Leben Co., Ltd.

Sumitomo Mitsui Finance and Leasing Company, Limited

SMFL MIRAI Partners Company, Limited

Sumitomo Mitsui Financial Group, Inc.

Sumitomo Mitsui Banking Corporation

Godo Kaisha Green Energy

Notice Regarding the Commencement of Tender Offer for Investment Units of Takara Leben Infrastructure Fund, Inc. (Stock Code: 9281)

and Execution of Business Alliance Agreement

Tokyo, September 28, 2022 - On September 28, 2022, Takara Leben Co., Ltd., (Representative Director: Kazuichi

Shimada) ("Takara Leben"), SMFL MIRAI Partners Company, Limited (Representative Director and President: Tatsurou Terada) ("SMFL MIRAI Partners"), a wholly-owned subsidiary of Sumitomo Mitsui Finance and Leasing Company, Limited (Representative Director and President: Masaki Tachibana) ("SMFL"), of which 50% of voting rights are owned by Sumitomo Mitsui Financial Group, Inc. (President and Group CEO: Jun Ohta ("SMFG"), and Sumitomo Mitsui Banking Corporation (President and Chief Executive Officer: Makoto Takashima) ("SMBC"), a wholly-owned subsidiary of SMFG (group companies including SMFG are collectively referred to as "SMBC Group"), have determined to enter into the tender offer agreement as of September 28, 2022 and acquire the investment units (the "Investment Units) of Takara Leben Infrastructure Fund, Inc. (the "Target Company"; Stock Code: 9281, listed on the Infrastructure Fund Market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange")) through a tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "Act") through Godo Kaisha Green Energy (Head Office: Minato-ku, Tokyo, Representative Member, General Incorporated Association Green Energy, Operating Officer: Masaki Aguni) (the "Tender Offeror") (Takara Leben, SMFL MIRAI Partners and SMBC that are scheduled to make tokumei kumiai investments to the Tender Offeror as described below are collectively referred to as the "Proposed Tender Offeror Sponsors," and the Tender Offeror and the Proposed Tender Offeror Sponsors are collectively referred to as the "Tender Offeror Group"). On September 28, the Tender Offeror also has determined to acquire the Investment Units through the Tender Offer.

It is also announced that Takara Leben, SMFL MIRAI Partners and SMBC have entered into the business alliance agreement regarding collaboration in the renewable energy field as of September 28, 2022.

I. Tender Offer

1. Purposes of Tender Offer

  1. Overview of Tender Offer
    The Tender Offeror is a godo kaisha incorporated on August 25, 2022 for the purpose of acquiring and holding the Investment Units and has entered into a separate tokumei kumiai agreement with each of Takara Leben (Note 1), SMFL MIRAI Partners and SMBC on September 28, 2022. As of today, no tokumei kumiai investments have been made under each of the tokumei kumiai agreements. However, subject to the completion of the Tender Offer, tokumei kumiai investments will be made from Takara Leben (700 thousand yen), SMFL MIRAI Partners (251 thousand yen) and SMBC (49 thousand yen). If each tokumei kumiai investment is made, the Tender Offeror is expected to become Takara Leben's subsidiary (meaning the subsidiary provided for in Article 8, Paragraph 3 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements (Ministry of Finance Order No. 59 of 1963, as amended).
    As of today, none of SMFL MIRAI Partners and SMBC holds the Investment Units, but the Tender Offeror holds one (1) unit of the Investment Units (ownership ratio (Note 2): 0.00%) (Note 3) and Takara Leben, the largest unitholder in the Target Company, holds 19,685 units of the Investment Units (ownership ratio: 6.60%), and Leben Community Co., LTD. ("Leben Community"), a wholly-owned subsidiary of Takara Leben, holds 1,675 units of the Investment Units (ownership ratio: 0.56%).
    (Note 1) As stated in the "Notice of Transition to a Holding Company Structure through a Simple Absorption-type Company Split and Partial Amendments to the Articles of Incorporation (Corporate Name and Business Objectives)" announced on May 13, 2022, Takara Leben intends to change its corporate name to "MIRARTH HOLDINGS, Inc." on October 1, 2022.
    (Note 2) The term "ownership ratio" means the ratio (expressed as a percentage rounded to two decimal places) of the number of investment units held by a relevant unitholder to the number of issued investment units (298,357 units) of the Target Company as of May 31, 2022 as stated in the

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annual securities report for the 13th fiscal year submitted by the Target Company on August 30, 2022 (the "Annual Securities Report"). Since the Target Company does not hold its treasury investment units as of today, the ownership ratio is expressed as the percentage of the total number of issued investment units (298,357 units); hereinafter the same.

(Note 3) In order to exercise the right to access and copy the unitholders register of the Target Company with a view to giving guidance to other unitholders of the Target Company during the period of the Tender Offer (the "Tender Offer Period"), the Tender Offeror acquired one (1) unit of the Investment Units from Takara Leben in an off-market transaction at a price of 114,700 (the closing price of the Investment Unit on the Tokyo Stock Exchange as of September 26, 2022) on September 27 pursuant to the investment unit transfer agreement dated September 26, 2022 with Takara Leben.

On September 28, 2022, the Proposed Tender Offeror Sponsors have determined to conduct, through the Tender Offeror, the Tender Offer as part of a transaction to acquire all of the issued investment units of the Target Company (excluding the Investment Units held by the Tender Offeror and Takara Leben), which are currently listed on the Infrastructure Funds Market of the Tokyo Stock Exchange, and to take Target Company private ("Transaction"). On September 28, 2022, the Tender Offeror also has determined to acquire the Investment Units (excluding the Investment Units held by the Tender Offeror and Takara Leben) through the Tender Offer. As stated above, each of the Proposed Tender Offeror Sponsors entered into a separate tokumei kumiai agreement with the Tender Offeror, and the Tender Offeror, a tokumei kumiai operator, will conduct the Tender Offer pursuant to such agreements. For reference's sake, the Tender Offeror's equity interests are held entirely by General Incorporated Association Green Energy in order to achieve bankruptcy remoteness. General Incorporated Association Green Energy is an entity of which investor is a third party independent from any Proposed Tender Offeror Sponsors, and does not intend to make any decisions independently. With respect to the Tender Offeror's asset management, the Tender Offeror entered into an asset management agreement with Takara Asset Management Co., Ltd. (the "Asset Manager"), a wholly- owned subsidiary of Takara Leben, and has entrusted the asset management service to the Asset Manager.

In addition, the Proposed Tender Offeror Sponsors have entered into a tender offer agreement (the "Tender Offer Agreement") as of September 28, 2022 in connection with the implementation of the Tender Offer by the Tender Offeror. Under the Tender Offer Agreement, Takara Leben has agreed that Takara Leben would not tender all of its own Investment Units (number of investment units held: 19,685 and ownership ratio: 6.60%) (the "Investment Units Agreed Not to Be Tendered") in the Tender Offer and would cause Leben Community to tender all of its own Investment Units (number of investment units held: 1,675 units and ownership ratio: 0.56%) (the "Investment Units Agreed to Be Tendered") in the Tender Offer. For details on the Tender Offer Agreement, please refer to "(6) Matters concerning material agreements regarding the Tender Offer" below.

In addition, the Proposed Tender Offeror Sponsors are considering continuing the business operation of not only the renewable energy power generation business by using the solar power generation facilities, etc. held by the Target Company, but also in a wide range of renewable energy power generation businesses through collaboration, even after the Transaction, and have agreed on September 28, 2022 to promote collaboration aimed at building a stable operating system in anticipation of the end of the renewable energy feed-in tariffs system (the "FIT System") in the future by utilizing the know-how of development and operation of solar power generation facilities held by Takara Leben, the solution lists and know-how relating to decarbonization held by SMFL MIRAI Partners, and the customer network and financial resources held by SMBC Group.

In the Tender Offer, the Tender Offeror has set 179,219 units (ownership ratio: 60.07%) as the minimum number of investment units to be purchased, and, if the total number of Investment Units tendered in the Tender Offer (the "Tendered Shares") is less than such minimum number, the Tender Offeror will not purchase any of the Tendered Shares. The minimum number of investment units to be purchased in the Tender Offer (179,219 units) has been set such that the aggregate number of voting rights of the Target Company to be held by the Tender Offeror and Takara Leben after the completion of the Tender Offer will be equivalent to, or more than, two-thirds of the total voting rights of the Target Company corresponding to the number of investment units obtained by deducting (A) the total of the number of the Investment Units held by the Tender Offeror (one (1) unit) and the number of the Investment Units held by Takara Leben (19,685 units), from (B) the number obtained by multiplying the number of voting rights (298,357) concerning the total number of issued investment units as of May 31, 2022 (298,357 units) as stated in the Annual Securities Report by two-thirds (198,905 units, rounded up to the nearest whole number).

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If the Tender Offeror fails to acquire all of the total number of issued investment units of the Target Company (excluding the Investment Units held by the Tender Offeror and Takara Leben) through the Tender Offer even after the completion of the Tender Offer, the Tender Offeror intends to implement a series of procedures (the "Squeeze-Out Procedures") in order to make the Tender Offeror and Takara Leben the only unitholders of the Target Company and take the Target Company private, as described in "(4) Policy for organizational restructuring after the Tender Offer (matters relating to two-step acquisition)" below. Since the implementation of the Squeeze-Out Procedures requires the approval of at least a two-thirds majority of the voting rights of the unitholders present at a unitholders' meeting provided for in Article 93-2, Paragraph 2 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended; the "Investment Trust Act"), the minimum number of investment units to be purchased has been set such that the Tender Offeror and Takara Leben will be able to meet such requirements without cooperation of other unitholders.

On the other hand, the Tender Offeror intends to take the Target Company private and acquire all of the total number of issued investment units of the Target Company (excluding the Investment Units held by the Tender Offeror and Takara Leben) through the Tender Offer, and, if the total number of the Tendered Shares is no less than the minimum number (179,219 units), the Tender Offeror will purchase all of the Tendered Shares.

After the completion of the Tender Offer, the Tender Offeror will finance the settlement of the Tender Offer and its ancillary costs by obtaining a loan from SMBC.

According to the "Notice Regarding Expression of Opinion to Support with respect to, and Recommendation for, the Tender Offer for Investment Units of Takara Leben Infrastructure Fund, Inc. (Stock Code: 9281) by Godo Kaisha Green Energy" released on September 28, 2022 by the Target Company (the "Target Company's Press Release"), the Target Company resolved at a meeting of its board of directors held on the same day, to express an opinion in favor of the Tender Offer and to recommend that the unitholders of the Target Company tender their investment units in the Tender Offer. For details on the decision-making, please refer to the Target Company's Press Release and "(vi) Target Company's obtaining approvals from all non- interested directors of the Target Company" of "(Measures to ensure fairness of the Tender Offer Price and to avoid conflicts of interest and other measures to ensure fairness of the Tender Offer)" of "(B) Process of calculation" of "(5) Basis for the calculation of the Tender Offer Price" under "2. Outline of Tender Offer" below.

  1. Background, purpose and decision-making process leading to the decision to conduct the Tender Offer and

management policy after the Tender Offer

(A) Purpose of the Tender Offer and decision-making process

  1. Overview of Takara Leben and Target Company

Takara Leben was incorporated in September 1972 and has been growing steadily: its shares were listed on JASDAQ market of the Japan Securities Dealers Association in November 2001, listed on the Second Section of Tokyo Stock Exchange in April 2003, listed on the First Section of Tokyo Stock Exchange in March 2004, and was listed on the Prime Market of the Tokyo Stock Exchange in April 2022 following the changes in market classification. Takara Leben initially focused on the detached house sales, but subsequently launched the condominium business. According to Real Estate Economic Institute Co., Ltd. ("Real Estate Economic Institute"), Takara Leben is ranked fifth in the nationwide condominium supply performance ranking in 2021 (based on the number of condominium units). In 2010, Takara Leben began selling condominiums with solar power generation facilities (Note 1) and since then has supplied 50 of such condominiums (5,064 units) in Japan as of the end of March 2022 according to Takara Leben's survey, including Levenheim Hikarigaoka Park (completed in July 2011), the first condominium with solar power generation facilities supplied by Takara Leben in the Tokyo metropolitan area.

(Note 1) The term "condominiums with solar power generation facilities" means condominiums installed with solar power generation facilities, including both condominiums that enable each resident to use the electricity generated by solar power generation facilities and condominiums that sell the entire amount of electricity; hereinafter the same applies.

As of today, Takara Leben has 10 subsidiaries and 18 affiliates (together with Takara Leben "Takara Leben Group"). Takara Leben is an electricity generation utility provided for in Article 2, Paragraph 1, Item 15 of the Electricity Business Act (Act No. 170 of 1964, as amended). In 2013, Takara Leben also entered the mega-solar business, and as of the end of June 2022, it operates solar power generation facilities, etc. with combined output volume of 314MW (including those operated by the Target Company and of which operators are Takara Leben and other Takara Leben Group companies). In addition to the development of

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The term "administration and maintenance" means decisions and execution on behalf of the entrustor with respect to the preparation and execution of the business plan of a renewable energy power plants, decisions and execution on behalf of the entrustor with respect to the support for the execution of contracts and the exercise of rights and the performance of obligations under contracts, decisions and execution on behalf of the entrustor with respect to matters that have a material impact on the value of the business or power plants, as well as supervision, instruction and information provision to project-relatedparties, business income and expenditure management, report preparation, and other administrative procedures, etc.
The term "operation and maintenance" means the operation management and maintenance of power plants, such as monitoring of operating conditions, patrols and daily inspections of power plants, response to defects, reports on operating results and inspection, maintenance and repair results, mowing, inspections and other safety management operations stipulated in safety regulations, applications and reports stipulated by laws and regulations, and emergency response and communication with related parties in the event of an accident.
The term "PPA" means transactions or contracts (including power supply contracts) for the sale of electricity generated from renewable energy and associated environmental values to certain customers. The term "on-sitetype" means a system in which renewable energy power generation facilities are installed on the premises of consumers to supply electricity without going through the electrical grid, and the term "off-sitetype" mean a system in which power is transmitted from renewable energy generation facilities away from customers to customers through the electrical grid.
The term "regional micro grid" means a system that can generate electricity with renewable energy such as solar power and biomass power generation within a limited community, and control the amount of electricity with storage batteries, etc. to meet the electricity demand within such community. This term includes a system that may receive the supply of electricity from the electrical grid in case where the amount of power generated within a community and the amount released from a storage battery are insufficient to meet the electricity demand within the community.

solar power facilities, Takara Leben has sold the developed solar power facilities to the Target Company, a listed infrastructure fund that is solely sponsored by Takara Leben, and Takara Leben Group companies have been entrusted by the Target Company with the services related to the administration and maintenance ("AM") (Note 2) (the "AM Services") and the services related to the operations and maintenance ("O&M") (Note 3) ("O&M Services") with respect to the sold facilities. Accordingly, Takara Leben believes that it has engaged in a wide range of solar power generation-related business. Takara Leben has acquired know-how related to the operation of solar power generation facilities through such business development. In particular, Takara Leben has supported the continuous growth of the Target Company by selling a total of 42 solar power generation facilities (output volume: approximately 171MW and sales price: approximately 68.6 billion yen) to the Target Company that is solely sponsored by Takara Leben during the period from June 2016, when the Target Company was listed, to December 2021 as well as providing the AM Services, the O&M Services, and the warehousing functions. In addition, Takara Leben made ACA Clean Energy Co., Ltd. (currently, Leben Clean Energy Co., Ltd.) its consolidated subsidiary on April 13, 2021 by acquiring the shares. Takara Leben believes that Leben Clean Energy Co., Ltd. has accumulated an extensive track record by developing small-scale solar power generation facilities nationwide since its foundation. In addition, Takara Leben aims to build a business model not dependent on the FIT System, including on-site and off-site PPA (Note 4) and regional microgrid (Note 5) initiatives. By making Leben Clean Energy Co., Ltd. its consolidated subsidiary, Takara Leben has further strengthened its power generation and energy businesses.

(Note 2)

(Note 3)

(Note 4)

(Note 5)

In addition, Takara Leben believes that the renewable energy market will further grow and expand because

  1. the market is continuing its tendency to expand due to the global transition toward decarbonization and technological developments such as power generation and storage efficiency, and (b) under the 6th Strategic Energy Plan formulated by the Agency for Natural Resources and Energy in October 2021, the government aims to address maximum introduction of renewable energy as major power sources on the top priority and the solar energy is positioned as the main renewable energy under the plan. In the mid-term management plan announced on May 14, 2021, Takara Leben formulated its a long-term vision of "National Brand
    Establishment - Become a "company trusted by all stakeholders" as the professional of space/city/renewable energy development." In the energy business in particular, under the concept of "Develop a business model for de-FIT. Actively penetrate direct and bilateral energy trading," Takara Leben is continuing to develop power plants and purchase power plants that have already been in operation, and aims to build a business model not dependent on the FIT System, with the aim of achieving the target of a cumulative output volume

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(360MW) (including the output volume of power plants already sold by Takara Leben) by the end of the fiscal year ending March 2025.

The Target Company is an investment corporation (infrastructure fund) incorporated on August 5, 2015 by the Asset Manager, a subsidiary of Takara Leben, as a promoter, in accordance with the Investment Trust Act, and completed the registration with the Kanto Local Finance Bureau on September 2, 2015 (Registration No.: Director-General of the Kanto Local Finance Bureau No. 105), and was listed on the Infrastructure Fund Market of the Tokyo Stock Exchange (stock code: 9281) on June 2, 2016 as the first infrastructure fund in Japan.

The Target Company has adopted a leasing scheme (the "Leasing Scheme") under which it leases its operating asset under management to Takara Leben, an electricity generation utility, and its consolidated subsidiaries under the accounting rules, ten electricity generation utilities in total (including the entities that are not electricity generation utilities as provided for in the Article 2, Paragraph 1, Item 15 of the Electric Power Business Act; hereinafter the same.): Green Mega Solar Godo Kaisha, LS Chiba Narita Godo Kaisha, LS Iwate Hirono Godo Kaisha, Godo Kaisha SDX, Leben Solar Chiba Sanmu Godo Kaisha, Leben Solar Hiroshima Mihara Godo Kaisha, Godo Kaisha RS, Katsuura Okitsu Solar Godo Kaisha, Leben Solar Okayama Tsuyama Godo Kaisha or Leben Solar No. 1 Godo Kaisha (the "Electricity Generation Utility SPCs"), and receives basic rent and floating rent from these lessees (in the case of the asset under management held as trust beneficiary interests by the Target Company, the trustee as lessor receives rents and the Target Company receives trust dividends backed by rent; hereinafter the same.) The basic rent received by the Target Company from the lessee is the fixed rent and it is intended that the Target Company earns a stable income even if the output volume declines due to unseasonable weather. The Electricity Generation Utility SPCs generates electricity using renewable energy power generation facilities, etc. held by the Target Company, and Takara Leben is entrusted by the Electricity Generation Utility SPCs to act as their operator (a person having initiative role to control on operating asset as provided for by the Tokyo Stock Exchange's Securities Listing Regulations and the Enforcement Rules; hereinafter the same.). In addition, Takara Leben jointly and severally guarantees the obligation to pay fixed rents and covenants to procure necessary funding by making tokumei kumiai investments or other method if an Electricity Generation Utility SPC is short of funds to pay taxes and public charges or any expenses payable to a third party.

The Target Company has been receiving certain support from Takara Leben Group so that the Target Company can achieve the medium-to-long term growth by making use of Takara Leben's operational knowhow related to solar power generation businesses generally as well as leveraging the Asset Manager's expertise to effectively utilize renewable energy power generation facilities, etc. held by the Target Company. Specifically, in addition to the above-mentioned transactions with the Asset Manager, Takara Leben and the Electricity Generation Utility SPCs, the Target Company has been working to expand its asset size through supports provided by Takara Leben such as preferential access to property information on renewable energy power generation facilities and real estate-related assets held by Takara Leben Group, preferential negotiation rights, the provision of information on properties owned by third parties, assistance in asset acquisition operations. The Target Company entrusts the O&M Services of its solar power generation facilities to Takara Leben Group and has also sought to stabilize incomes over the medium to long term by maintaining and improving its asset value from a medium-tolong-term perspective through appropriate facility inspections, repairs, and facility upgrades upon asset acquisition based on Takara Leben Group's technical know-how related to solar power generation facilities.

Upon the incorporation of the Target Company, Takara Leben acquired all of the newly issued 2,000 investment units on August 5, 2015, at the price of 100,000 yen per unit (the ownership ratio at that time: 100.00%). The "ownership ratio at that time" in this paragraph means the ratio of the number of investment units held by the relevant unitholder at a given time to the total number of issued investment units of the Target Company (rounded to the second decimal place). On June 1, 2016, Takara Leben acquired 5,028 units of the investment units issued by the Target Company through a public offering (number of newly issued investment units: 45,166 units) at the price of 100,000 yen per unit, bringing the number of investment units held by Takara Leben to 7,028 units (the ownership ratio at that time: 14.9%), on June 1, 2017, Takara Leben acquired 9,734 units of the investment units issued by the Target Company through a public offering (number of newly issued investment units: 65,288 units) at the price of 95,499 yen per unit, bringing the number of investment units held by Takara Leben to 16,762 units (the ownership ratio at that time: 14.6%), on June 1, 2018, Takara Leben acquired 2,924 units of the investment units issued by the Target Company through a public offering (number of newly issued investment units: 19,618 units) at the price of 113,384 yen per unit,

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Sumitomo Mitsui Financial Group Inc. published this content on 28 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2022 08:15:02 UTC.