INTAGE : Regarding the release announced on September 6 day186KB

September 6, 2023

INTAGE HOLDINGS Inc.

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.

INTAGE HOLDINGS Inc. (the "Company") 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. ("DOCOMO") and to leave the decision regarding whether to tender their shares in the Tender Offer to the judgement of its shareholders, 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 DOCOMO

DOCOMO resolved at its meeting of the board of directors held on September 6, 2023 to conduct the Tender Offer from September 7, 2023 (Thursday) to October 16, 2023 (Monday), in which the minimum number of shares to be purchased is set at 15,389,700 shares (ownership ratio: 40.00%) and the maximum number of shares to be purchased is set at 19,621,900 shares (ownership ratio: 51.00%).

DOCOMO aims to make the Company a consolidated subsidiary of DOCOMO; however, it is not intended for the Company's shares to be delisted, and the policy is that the Company's shares will remain listed on the Prime Market of the Tokyo Stock Exchange, Inc. even after the successful completion of the Tender Offer so that the Company can maintain its unique corporate culture, as well as management autonomy and independence and neutrality of research business.

In addition, with respect to the handling of data related to the business of the Company's group (the "Company Group") in connection with the Capital and Business Alliance Agreement, it has been agreed that DOCOMO shall understand and respect the transparency and neutrality and confidentiality with respect to the acquisition and use of the data as well as handling of the information provided by the Company Group's partner companies, consumers and clients (collectively, the "Data Providers") even after the Tender Offer, and shall ensure that, details of the individual business (including the content of the acquired data) will not be provided from the Company Group to DOCOMO.

The Company Group is engaged in the business centered on marketing research and possesses a wealth of data on consumers and retailers, and has established a top-class

position in Asia in the insight industry (Note1) with the capabilities of "data collection," "data valorization," and "data utilization structuring" based on its understanding and knowledge of consumer behavior over the years, and. having a capital relationship that would make the Company a consolidated subsidiary of DOCOMO, the Company will be able to access to the plentiful customer base, data resources, and human resources of DOCOMO's group. The Company believes that it will be able to maximize the value of the data through data handling from collecting to aggregating, analyzing, and visualizing. In particular, DOCOMO using the data as a starting point, the Company aims to strengthen marketing that enriches the lives of consumers while addressing the marketing issues of companies such as manufacturers and retailers.

The Company and DOCOMO confirmed sharing the same purpose of contributing to the development of society through business, and strongly believe that by realizing synergy effects, the Company and DOCOMO will be able to achieve leading company positions in the field of marketing solutions and provide further value to a wide range of companies in the short-term, and in the medium- to long-term, that the Company and DOCOMO will be able to realize the evolution of society along with the sustainable growth of both companies by working to solve social issues using the data of both companies and the data handling and value creation know-how of the Company .

(Note 1) Insight industry is a combination of marketing research and its peripheral industries

A summary of the Tender Offer is provided in the Appendix.

Appendix

A Summary of the Tender Offer

1. Background and purpose of the Tender Offer

To create synergy of DOCOMO's customer base of approximately 96 million d POINT CLUB members (Note 1) with the Company's know-how on data analysis and commercialization, and develop a new high value-added business that supports the marketing activities of manufacturers, retailers, and other companies, DOCOMO and the Company established DOCOMO InsightMarketing, INC. ("DIM") as a joint venture between the two companies in April 2012. DIM operates business in three main areas - the "research and monitor business", the "area marketing business" and the "communication business". DIM has grown steadily so far by promoting collaboration and data linkage with various partner companies

(Note 1) The number of d POINT CLUB members as of June 2023

DOCOMO believes that the use of data is becoming increasingly important not only in the marketing field but also in solving various social issues and thus has the potential to grow significantly as a business in the future, and that since it is also an area that contributes to society, it is possible to increase corporate value as well as to expand the possibilities of society by further focusing on the utilization of customer base data. To this end, DOCOMO believes it is necessary to build a direct capital relationship with the Company beyond the framework of collaboration through DIM, and to operate an integrated business with the Company, which has a vision to provide value by viewing business from the perspective of consumers.

In addition, in establishing the capital relationship between the two companies, DOCOMO considered that it would be best to make the Company its consolidated subsidiary while maintaining the listing of the Company in order to deepen the collaboration between the two companies while simultaneously respecting the autonomous and independent management of the Company .

DOCOMO and the Company aim to realize the following synergies by mutually utilizing their management resources as well as making full use of the strengths of both companies.

1. Comprehensive consumer-centered marketing support and ID base for manufacturers of fast-moving consumer goods
2. Total value chain support for distribution and retail
3. Expanding into new business areas in the customer satisfaction (CS) and employee satisfaction (ES) domains
4. Consumer-centeredfull-funnel marketing support for durable consumer goods manufacturers and service companies

(v) Strengthening the ability to solve social issues in healthcare-related industries

The Company believes that the realization of those synergies will enable the Company Group to "expand data" by increasing points of contact with consumers, "enhance data value" to be more useful to clients' businesses, and promote "structured data utilization" using a wide range of technologies, and under the basic policy of the Company Group stated in the 14th Medium-Term Management Plan, "Toward New Portfolio as a Data + Technology Company - Creation of New Value," the Company Group will aim to create new value going forward.

2. Outline of the Tender Offer

1. Outline of DOCOMO

(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 communication 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
(7)	Major shareholders and	Nippon Telegraph and Telephone		100.00%
share holding ratios	Corporation (as of March 31, 2023)
(8)		the Company and DOCOMO have the following business
		relationships.
		- The Company and DOCOMO established in April
		2012, and jointly manage and operate, DIM, a joint
		venture company engaged in the marketing support
	Relationship between the	business. DIM is a subsidiary of DOCOMO, and the
	Company is a shareholder of DIM.
	Company and DOCOMO
	- INTAGE Inc. ("INTAGE") has transactions with DIM
		regarding sales support for services such as the "mobile
		space statistics," and "di-PiNK," which is DMP (Note
		1), and provision of questionnaire survey monitor with
		a panel of d POINT CLUB members).
		- INTAGE has transactions with DOCOMO such as the

				building of the "mighty monitor," a questionnaire
				survey monitor, and "di-PiNK," and the provision of
				marketing support.
(9)	Number of employees of	7,903 employees (as of March 31, 2023)
	DOCOMO
(10)	Non-consolidated	business	Operating revenue : 4,704,709 million yen
	results of	DOCOMO for	Operating income : 787,712 million yen
	past three	years	(IFRS)	Current net income attributable to owners of the parent
	(Fiscal year ended March
	2023)			company : 777,306 million yen

(Note 1) 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.

1. Tender Offer Period

From September 7, 2023 (Thursday) to October 16, 2023 (Monday)

1. Purchase Price 2,400 yen per common share
2. Number of Shares to be Purchased

Minimum number of	Maximum number of
shares to be purchased	shares to be purchased
and ownership ratio	and ownership ratio
15,389,700 (shares)	19,621,900 (shares)
40.00 (%)	51.00 (%)

(Note 1) DOCOMO will not purchase any of the Tendered Shares if the aggregate number of the Tendered Shares is less than the minimum number of shares to be purchased, while if the aggregate number of the Tendered Shares is greater than the maximum number of shares to be purchased, DOCOMO 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 by Article 27-13(5) of the Act and Article 32 of the Cabinet Office Order.

1. Future Prospects

If the Tender Offer is successfully completed, the Company will become a consolidated subsidiary or an equity method affiliate of DOCOMO depending on the number of shares