INTAGE : Notice Regarding Results of the Tender Offer for the Company Shares by NTT DOCOMO, INC. and Change in the Parent Company, the Largest Shareholder as a Major Shareholder397KB

October 17, 2023

For Immediate Release
Company Name	INTAGE HOLDINGS Inc.
Name of	Noriaki Ishizuka, President and Representative Director
Representative
	(Prime Market of the Tokyo Stock Exchange: 4326)
Contact	Toru Takeuchi, Director
Telephone	[phone] (main)

Notice Regarding Results of the Tender Offer for the Company Shares by NTT

DOCOMO, INC. and Change in the Parent Company, the Largest Shareholder as a

Major Shareholder

INTAGE HOLDINGS Inc. (the "Company") hereby announces that the tender offer for the Company's common shares (the "Company Shares"), which had been conducted by NTT DOCOMO, INC. (the "Tender Offeror") since September 7, 2023 (the "Tender Offer"), was completed on October 16, 2023, as stated below.

Furthermore, the Company also announces that, as a result of the Tender Offer, there will be a change in the parent company, the largest shareholder as a major shareholder of the Company as of October 23, 2023 (the commencement date of the settlement for the Tender Offer), as stated below.

1. Results of the Tender Offer
   Today, the Company received a report on the results of the Tender Offer from the Tender Offeror as stated in the attached material titled "Announcement of the Results of Tender Offer for INTAGE HOLDINGS Inc. (Securities Code: 4326)"
   Since the total number of the share certificates, etc. tendered in the Tended Offer reached the minimum number of shares to be purchased (15,389,700 shares), the Tender Offer was successfully completed.

1. Change in the Parent Company and the Largest Shareholder as a Major Shareholder, etc.

1. Scheduled Change Date
   October 23, 2023 (the commencement date of the settlement for the Tender Offer)
2. Circumstances Leading to the Change
   Today, the Company received a report from the Tender Offeror to the effect that the Tender Offeror will acquire 19,621,921 Company Shares through the Tender Offer.

As a result, when the settlement for the Tender Offer is effected, the ratio of the number of voting rights held by the Tender Offeror to the number of voting rights held by all shareholders of the Company will become 51.00 % as of October 23, 2023 (the commencement date of the settlement for the Tender Offer); therefore, the Tender Offeror will newly become the parent company and the largest shareholder as a major shareholder of the Company. In addition, it is expected that Nippon Telegraph and Telephone Corporation will newly become the parent company of the Company because it owns more than 50% of the total number of voting rights of the Tender Offeror.

3. Outline of the Shareholders Whose Status Will Change

1. Outline of the Shareholder Who Will Newly Become the Parent Company and the Largest Shareholder as a Major Shareholder

(1)	Name				NTT DOCOMO, INC.
(2)	Location				11-1, Nagatacho 2-chome,Chiyoda-ku, Tokyo
(3)	Name	and	title	of	Motoyuki Ii, President and Representative Director
	representative
(4)	Description of business		The communications	business,	smart life business and
	other businesses
(5)	Capital				949,680 million yen (as of March 31, 2023)
(6)	Date of incorporation		August, 1991
(7)	Total net assets			6,294,359 million yen (as of March 31, 2023)
(8)	Total assets			9,367,638 million yen (as of March 31, 2023)
	Major	shareholders	and	Nippon	Telegraph	and	Telephone
(9)	share holding ratios (as of		100.00%
Corporation
	March 31, 2023)

1. Relationship between the Company and the Tender Offeror

Capital relationship	The	Tender	Offeror	holds	100	Company	Shares
(Ownership Ratio (Note 1): 0.00%) as of today.
	One statutory auditor is dispatched by the Company, and
	two directors and 30 secondees are dispatched by INTAGE
	Inc., a subsidiary of the Company, to DOCOMO
	InsightMarketing, Inc. ("DIM"), a subsidiary of the Tender
	Offeror established in April 2012 as a joint venture
	company between the Company and the Tender Offeror.
Personnel relationship	After the successful completion of the Tender Offer, the
	Tender Offeror plans to dispatch two directors (one director
	who is not an audit and supervisory committee member and
	one director who is an audit and supervisory committee
	member) to the Company, and one director to INTAGE Inc.
	pursuant to the Capital and Business Alliance Agreement
	executed with the Company
	The Company and the Tender Offeror have the following
	business relationships.
Business relationship	-	The Company and the Tender Offeror established in
	April 2012, and jointly manage and operate, DIM,
		a joint venture company engaged in the marketing
		support	business.	DIM	is a	subsidiary	of the

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			Tender Offeror, and the Company is a shareholder
			of DIM.
		-	INTAGE Inc., a subsidiary of the Company, has
			transactions with DIM regarding sales support for
			services such as the "mobile space statistics," and
			"di-PiNK," which is DMP (Note 2), and provision
			of questionnaire survey monitor with a panel of d
			POINT CLUB members).
		-	INTAGE Inc. has transactions with the Tender
			Offeror such as the building of the "mighty
			monitor," a questionnaire survey monitor, and "di-
			PiNK," and the provision of marketing support.
	Status as related party	Not applicable.

(Note 1) "Ownership Ratio" means the percentage (rounded off to two decimal places) of the difference (38,474,529 shares) of (i) the total number of issued shares of the Company as of June 30, 2023 (40,426,000 shares) stated in the Financial Results for the 51st Fiscal Year (the "Company's Financial Results") submitted by the Company on September 28, 2023 less (ii) the number of treasury shares held by the Company as of June 30, 2023 (excluding 401,314 Company Shares held as a stock benefit trust for officers as of June 30, 2023; the same applies hereinafter) (1,951,471 shares); the same applies hereinafter.

(Note 2) DMP is an abbreviation for data management platform and refers to a platform that enables comprehensive management of various data accumulated on the internet that is useful for marketing.

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1. Outline of the Shareholder Who Will Newly Become the Parent Company

(1)	Name				Nippon Telegraph and Telephone Corporation
(2)	Location				5-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
(3)	Name	and	title	of	Akira Shimada, President and Chief Executive Officer
	representative
					Formulation of management strategy and promotion of
(4)	Description of business		fundamental research and development for the whole NTT
					group
(5)	Capital				937,950 million yen (as of June 30, 2023)
(6)	Date of incorporation		April, 1985
(7)	Total capital			9,787,366 million yen (as of June 30, 2023)
(8)	Total assets			26,131,050 million yen (as of June 30, 2023)
(9)	Major	shareholders	and	The Minister of Finance	34.25%
	share holding ratios		The Master Trust Bank of Japan, Ltd. (Trust	11.47%
	(as of March 31, 2023)		Account)
					Custody Bank of Japan, Ltd. (Trust Account)	5.05%
					Toyota Motor Corporation	2.37%
					JP Morgan Chase Bank 385632 (standing	1.64%
					agent: Mizuho Bank, Ltd.)
					Moxley & Co. LLC (standing agent: MUFG	1.16%
					Bank, Ltd.)
					Nippon Life Insurance Company (standing	0.76%
					agent: The Master Trust Bank of Japan, Ltd.)
					State Street Bank and Trust Company	0.75%
					(standing agent: Mizuho Bank, Ltd.)
					NTT Employee Share-Holding Association	0.73%
					JP Morgan Chase Bank 380072 (standing	0.64%
					agent: Mizuho Bank, Ltd.)
(10)	Relationship between the Company and the Tender Offeror
	Capital relationship		Not applicable.
	Personnel relationship		Not applicable.
	Business relationship		Not applicable.
	Status as related party		Not applicable.

4. Number of Voting Rights and Ownership Ratio of Voting Rights (Before and After the Change) Held by the Shareholders Whose Status Will Change

1. NTT DOCOMO, INC. (Tender Offeror)

		Number of voting rights (ownership ratio of	Rank as
		major
			voting rights)
				shareholder
	Status
	Those directly	Those
		subject to	Total
		held
		aggregation
Before	-	1 voting right	-	1 voting right	-
Changes	(0.00%)	(0.00%)
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	Parent company
After	and the largest	196,220 voting		196,220 voting
shareholder as a	rights	-	rights	1st
Changes
major	(51.00 %)		(51.00 %)
	shareholder

1. Nippon Telegraph and Telephone Corporation (indirect ownership)

		Number of voting rights (ownership ratio of	Rank as
		major
			voting rights)
				shareholder
	Status
	Those directly		Those
			subject to	Total
		held
			aggregation
Before				1 voting	1 voting right
-	-		right	-
Changes		(0.00%)
			(0.00%)
	Parent company			196,220	196,220 voting
After			voting
(indirect	-		rights	-
Changes		rights
ownership)			(51.00 %)
			(51.00 %)
(Note)	"Ownership ratio of voting rights" means the number of voting rights (384,745
	voting rights) pertaining to the number of shares (38,474,529 shares), which is

obtained by deducting the number of treasury shares (1,951,471 shares) held by the Company as of June 30, 2023, from the total number of issued shares of the Company as of June 30, 2023, stated in the Company's Financial Results (40,426,000 shares), was used as the denominator. In addition, any fraction is rounded to the second decimal place.

1. Whether There is Any Change in an Unlisted Parent Company, etc. which is Subject to Disclosure
   As a result of the Tender Offer, the Tender Offeror and Nippon Telegraph and Telephone Corporation will newly become parent companies of the Company, however, because the Tender Offeror is a wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, and the parent company that will have the most material impact on the Company will be Nippon Telegraph and Telephone Corporation, the Tender Offeror will not fall under an unlisted parent company, etc. subject to disclosure.
2. Outlook Going Forward
   Although the Tender Offeror will become the parent company and the largest shareholder as a major shareholder of the Company upon the completion of the Tender Offer, as stated in the "Declaration of Opinion on the Tender Offer for the Company Shares by NTT DOCOMO, INC. and Execution of the Capital and Business Alliance Agreement with NTT DOCOMO, INC." released by the Company on September 6, 2023, the Company Shares are expected to remain listed on the Tokyo Stock Exchange, Inc. even after the successful completion of the Tender Offer.

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