INTAGE : （Delayed）Declaration of Opinion on the Tender Offer by NTT DOCOMO, INC. and Execution of the Capital and Business Alliance Agreement607KB

September 6, 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)

Declaration of Opinion on the Tender Offer for the Company Shares by NTT DOCOMO, INC. and

Execution of the Capital and Business AllianceAgreement with NTT DOCOMO, INC.

The Company hereby announces that it has resolved at the Company's board of directors meeting held today to endorse the tender offer (the "Tender Offer") for the Company's common shares (the "Company Shares") by NTT DOCOMO, INC. (the "Tender Offeror") and to leave the decision regarding whether to tender their shares in the Tender Offer to the judgement of its shareholders as stated in "I. Declaration of Opinion on the Tender Offer" below, and to conclude a Capital and Business Alliance Agreement (the "Capital and Business Alliance Agreement"; and the capital and business alliance based on such agreements, the "Capital and Business Alliance") with the Tender Offeror, as stated in "II. Capital and Business Alliance Agreement" below.

The Tender Offeror aims to make the Company a consolidated subsidiary of the Tender Offeror through the Tender Offer as stated in "(A) Outline of the Tender Offer" in "(2) Grounds and Reasons for the Opinion on the Tender Offer" in "3. Details of and Grounds and Reasons for the Opinion on the Tender Offer" in "I. Declaration of Opinion on the Tender Offer" below; however, the Tender Offeror does not intend for the Company Shares to be delisted, but intends that the Company Shares will remain listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the "TSE") even after the successful completion of the Tender Offer.

1. Declaration of Opinion on the Tender Offer

1. Outline of the Tender Offeror

(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 14, 1991
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Major shareholders and share

1. holding ratios (as of March 31, 2023)

Nippon Telegraph and Telephone Corporation

100.00%

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 isdispatched 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
	Personnel relationship	Tender Offeror.
	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.
		The Company and the Tender Offeror have the following business
		relationships.
		- 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 Tender Offeror, and the Company is a
		shareholder of DIM.
	Business relationship	- 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.

1. Financial condition and business results of the Tender Offeror for past three years (non- consolidated)

Fiscal year	Year ended March 2021	Year ended March 2022	Year ended March 2023
Total capital	949,679 million yen	949,679 million yen	949,679 million yen
Total assets	7,603,182 million yen	9,318,193 million yen	9,367,638 million yen
Operating	4,683,629 million yen	4,466,745 million yen	4,704,709 million yen
revenue
		2

Operating income	805,545 million yen	772,316 million yen	787,712 million yen
Current net
income before	879,988 million yen	867,344 million yen	1,009,998 million yen
income taxes
Current net
income
attributable to	636,214 million yen	633,624 million yen	777,306 million yen
owners of the
parent company

(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 "Summary of Consolidated Financial Results for the Fiscal Year Ended June 30, 2023 (Japanese GAAP)" released by the Company onAugust 7, 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.

2. Price for Purchase, Etc.

2,400 yen per share of common share (the "Tender Offer Price")

3. Details of and Grounds and Reasons for the Opinion on the Tender Offer

1. Details of the Opinion on the Tender Offer
   The Company has resolved at the Company's board of directors meeting held today to endorse the Tender Offer and to leave the decision regarding whether to tender their shares in the Tender Offer to the judgement of its shareholders, based on the grounds and reasons stated in "(2) Grounds and Reasons for the Opinion on the Tender Offer" below.
   The resolution of the board of directors stated above was made in the manner set out in "(D)Approval of All Directors (Including Those Who Are Audit and Supervisory Committee Members) of the Company Without Interest" in "(7) Measures to Ensure the Fairness of the Tender Offer, Such as the Measures to Ensure the Fairness of the Tender Offer Price and toAvoid Conflicts of Interest" below.
2. Grounds and Reasons for the Opinion on the Tender Offer
   The descriptions of the grounds and reasons for the opinion on the Tender Offer that relate to the Tender Offeror are based on explanations given by the Tender Offeror.
3. 1. Outline of the Tender Offer

The Tender Offeror resolved at its meeting of the board of directors held on September 6, 2023 to conduct the Tender Offer for the Company Shares that are listed on the TSE Prime Market for the purpose of making the Company a consolidated subsidiary of the Tender Offeror. As of today, the Tender Offeror owns 100 shares (ownership ratio: 0.00%) of the Company Shares. (Note 1)

(Note 1) From the perspective of securing the possibility to exercise the rights as a shareholder of

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the Company including the right to request inspection of the Company's shareholder register, the Tender Offeror acquired 100 shares of the Company Shares from Mr. Toru Takeuchi ("Mr. Takeuchi"), a director of the Company, on August 29, 2023 through direct transfer.

In addition, the Tender Offeror resolved to execute a Capital and Business Alliance Agreement with the Company at its meeting of the board of directors held on September 6, 2023. Details of the Capital and Business Alliance Agreement are described in "II Capital and Business Alliance Agreement" below.

Furthermore, in conducting the Tender Offer, the Tender Offeror entered into a tender offer application agreement (the "Tender Offer Application Agreement") with the below shareholders of the Company (collectively the "Prospected Tendering Shareholders") on September 6, 2023. The Prospected Tendering Shareholders have agreed to tender all or a part of the Company Shares held by each of them (total number of shares held: 7,656,000 shares; total ownership ratio: 19.90 %) in the Tender Offer. Please see "(2) Tender Offer Application Agreement" under "4 Material Agreements Relating to the Tender Offer" below for the details of the Tender Offer Application Agreement.

Shareholder	Number	of	Ownership	Number of shares	Ownership
shares held		ratio	agreed to tender	ratio
Eisai Co., Ltd. (Note 2)	2,600,000		6.76%	2,600,000	6.76%
Saitama Resona Bank, Ltd.	1,870,000		4.86%	1,496,000	3.89%
Daiei Real Estate &	1,450,000		3.77%	1,450,000	3.77%
Development Co., Ltd.
Mizuho Bank, Ltd.	1,150,000		2.99%	1,150,000	2.99%
MUFG Bank, Ltd.	600,000		1.56%	600,000	1.56%
Shutoken Leasing Co, Ltd.	400,000		1.04%	360,000	0.94%

(Note 2) The shares held by Eisai Co., Ltd. (the name on the shareholder register is "retirement benefit trust (Eisai account) of Mizuho Trust & Banking Co., Ltd., re-trust trustee being Custody Bank of Japan") are 2,600,000 shares, contributed by Eisai Co., Ltd. as a part of its retirement benefit trust and instruction rights for exercise of voting rights of the shares are reserved by Eisai Co., Ltd.

The Tender Offeror intends to make the Company its consolidated subsidiary in the Tender Offer. However, even if the Company does not result in becoming a consolidated subsidiary of the Tender Offeror and the Tender Offeror only acquires half or less than half of the Company Shares as a result of the Tender Offer , the Tender Offer will be conducted by the Tender Offeror for the purpose of forming a capital and business alliance with the Company by holding 40.00% or more of the Company Shares. That is to say, even if the Tender Offer does not result in the Company becoming a consolidated subsidiary of the Tender Offeror, since the addition of the Company as a member of the Tender Offeror Group (to be defined in "(B) Background, Purpose, and Decision-Making Process of the Decision to Conduct the Tender Offer" below) as a result of the Tender Offer will enable the Tender Offeror Group and the Company to strengthen business collaboration as the same corporate group, it is intended that the Company will join the Tender Offeror Group as an affiliate of the Tender Offeror, and that the Tender Offeror intends to be involved in the management of the Company as the largest and major shareholder of the Company in accordance with the provisions of the Capital and Business Alliance Agreement. Therefore, the minimum number of shares to be purchased is set at 15,389,700 shares, which is the number of shares in which the ownership ratio of the Company Shares will be 40.00 %, considering the items provided under Article 309(2) of the Companies Act

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of Japan require approval of two-thirds or more of the voting rights of shareholders in attendance, and the level necessary for the Tender Offeror Group and the Company to be able to strengthen business collaboration as companies of the same corporate group under the intention to promptly commence a business alliance with a view to making the Company a consolidated subsidiary in the future even in the event that the maximum number of shares to be purchased cannot be obtained.. If the shares for which an offer for sale made in response to the Tender Offer (the "Tendered Shares") is less than the minimum number of shares to be purchased, the Tender Offeror will not purchase any of the Tendered Shares.

On the other hand, because the purpose of the Tender Offer is to make the Company a consolidated subsidiary and the Tender Offeror intends to continue to maintain the listing of the Company Shares even after the Tender Offer, the upper limit of the number of shares to be purchased is set to 19,621,900 shares. In the event the Tender Offeror acquires 19,621,900 shares of the Company Shares through the Tender Offer, the Tender Offeror will own 51.00% in ownership ratio of the Company Shares. If the total number of Tendered Shares exceeds the maximum number of shares to be purchased (19,621,900 shares), the Tender Offeror will not purchase all or part of the portion in excess of such amount, and shall carry out the delivery or other settlement for the purchase of shares in accordance with the pro rata method specified inArticle 27-13(5) of the Financial Instruments and ExchangeAct of Japan (Act No. 25 of 1948, as amended) andArticle 32 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).

If the Tender Offeror does not make the Company a consolidated subsidiary through the Tender Offer, the Tender Offeror plans to discuss with the Company specific measures in order to make the Company a consolidated subsidiary in the ultimate as described in "(4) Plans to Acquire Shares of the Company After the Tender Offer" below, but the timing of such consultations and the specific measures have not been decided yet.

1. Background, Purpose, and Decision-Making Process of the Decision to Conduct the Tender Offer

The Tender Offeror was established as NTT Mobile Communications Planning, Inc. inAugust 1991 through a capital investment by Nippon Telegraph and Telephone Corporation ("NTT"). Its company name was subsequently changed to NTT Mobile Communications Network, Inc. in April 1992, to NTT DoCoMo, Inc. in April 2000, and to NTT DOCOMO, INC. in October 2013, its current company name. The mobile communications services provided by the Tender Offeror has its roots in NTT's wireless paging service (pager) launched in July 1968 in the 23 wards of Tokyo, and the car telephone service launched in December 1979 likewise in Tokyo. Subsequently, in July 1992, the Tender Offeror took over the mobile communications business (mobile and car telephones, radio paging, ship telephones, and aircraft public telephones) from NTT and commenced sales operation. The Tender Offeror was listed on the First Section of the Tokyo Stock Exchange in October 1998, and on the London Stock Exchange and the New York Stock Exchange in March 2002 respectively. The Tender Offeror delisted itself from the London Stock Exchange in March 2014 and from the New York Stock Exchange inApril 2018. In December 2020, the Tender Offeror became a wholly owned subsidiary of NTT and delisted itself from the First Section of the Tokyo Stock Exchange.

As of July 1, 2023, the Tender Offeror's group consists of the Tender Offeror, its 50 consolidated subsidiaries and 20 equity-method affiliates (collectively the "Tender Offeror Group"), and engages in telecommunications businesses (mobile phone services, optical broadband services, satellite telephony services, international services, sales of terminal equipment for each service, etc.), smart life business (services through "dmarket" such as video distribution, music distribution, e-book

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